Propanc Biopharma approves 1-for-2 to 1-for-10 reverse split
The reverse split would create additional authorized common shares; Propanc says it has no specific plans or proposals to issue them.
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Rhea-AI Filing Summary
Propanc Biopharma, Inc. received board approval and written consent from the holder of a majority of voting power for a reverse split of all outstanding common stock at a ratio from one post-split share per two pre-split shares to one per ten.
As of October 8, 2026, 10,331,116 common shares were issued and outstanding. Assuming that number of shares outstanding and issuable immediately before the split, the projected post-split count is approximately 5,165,558 to 1,033,112 shares, depending on the ratio elected. The split will take effect when Nasdaq processes and approves it. Upon effectiveness, each shareholder will beneficially hold the same percentage, except for fractional-share adjustments rounded up to the nearest whole share. Outstanding options and warrants, if any, will be adjusted so the total prices required to exercise them before and after the split are approximately equal. The split would create newly authorized common shares; the company says it has no specific plans or proposals to issue them, although convertible noteholders may elect to convert their notes into equity. Any issuance would likely dilute earnings per share and book value per share, and could dilute ownership or voting rights or make a change in control more difficult.
Filing Explained
The company states that shareholders have no dissenters’ or appraisal rights in connection with the approved reverse stock split.
Key Figures
Key Terms
written consent in lieu of a meeting regulatory
beneficial ownership limitation financial
appraisal rights regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
| Check the appropriate box: |
| ☒ | Preliminary Information Statement |
| ☐ | Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
Propanc Biopharma, Inc.
(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ | No fee required. | |
| ☐ | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. | |
| 1) | Title of each class of securities to which transaction applies: | |
| 2) | Aggregate number of securities to which transaction applies: | |
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) | Amount Previously Paid: | |
| 2) | Form, Schedule or Registration Statement No: | |
| 3) | Filing Party: | |
| 4) | Date Filed: |
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
+61-03-9882-0780
October ____, 2026
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
Dear Shareholder:
This notice and the accompanying Information Statement are being distributed to the holders of record (the “Shareholders”) of the voting capital stock of Propanc Biopharma, Inc., a Delaware corporation (the “Company”), as of the close of business on October ____, 2026 (the “Record Date”), in accordance with Rule 14c-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the notice requirements of the Delaware Statutes (“DS”). The purpose of this notice and the accompanying Information Statement is to notify the Shareholders of actions approved by our Board of Directors (the “Board”) on October 6, 2026 and taken by written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of October 6, 2026 (the “Written Consent”).
The Written Consent approved the following actions:
| ● | Execute a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio somewhere between one post-split share per two pre-split shares (1:2) and one post-split share per ten pre-split shares (1:10) (the “Reverse Stock Split”). |
The Written Consent is the only shareholder approval required under the DS, our Articles of Incorporation, as amended, or our Bylaws. No consent or proxies are being requested from our shareholders, and our Board is not soliciting your consent or proxy in connection with the Reverse Stock Split. We expect to mail the accompanying Information Statement to the Shareholders on or about October ____, 2026.
Important Notice Regarding the Availability of Information Statement Materials in Connection with this Schedule 14C: We will furnish a copy of this Notice and Information Statement, without charge, to any shareholder upon written request to the address set forth above, Attention: Corporate Secretary.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
| Sincerely, | |
| /s/ James Nathanielsz, CEO and Director |
Propanc Biopharma, Inc.
302, 6 Butler Street
Camberwell, VIC, 3124 Australia
+61-03-9882-0780
INFORMATION
STATEMENT
[Preliminary]
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND A PROXY.
INTRODUCTION
This Information Statement advises the shareholders of Propanc Biophrma Inc. (the “Company,” “we,” “our” or “us”) of the approval of the following corporate actions:
| ● | Execute a reverse stock split of the Company’s issued and outstanding shares of Common Stock at a ratio somewhere between one post-split share per two pre-split shares (1:2) and one post-split share per ten pre-split shares (1:10) (the “Reverse Stock Split”). |
On October 6, 2026, our Board approved the Reverse Stock Split and submitted the same to certain holders of our Series B Preferred Stock. On the same date, the holder of a majority of the voting power of the outstanding capital stock of the Company (the “Majority Stockholder”) executed and delivered to us a written consent in lieu of a meeting (the “Written Consent”) approving the the Reverse Stock Split.
Title 8 Section 211 of the DS provides that the written consent of the holders of outstanding shares of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a special stockholders’ meeting convened for the specific purpose of such action. Title 8 Section 211 of the DS, however, requires that in the event an action is approved by written consent, a company must provide notice of the taking of any corporate action without a meeting to all shareholders who were entitled to vote upon the action but who have not consented to the action. Under Delaware law, shareholders are not entitled to dissenters’ rights with respect to the transaction listed above.
In accordance with the foregoing, we intend to mail a notice of Written Consent and this Information Statement on or about October ____, 2026. This Information Statement contains a brief summary of the material aspects of the actions approved by the Board and the Majority Stockholder, which hold a majority of the voting capital stock of the Company.
ACTION TAKEN
This Information Statement contains a brief summary of the material aspects of the action approved by the members of the Board of Directors of the Company and the Majority Stockholders.
Dissenter’s Rights of Appraisal
Stockholders do not have any dissenter’s rights or appraisal rights in connection with the approval of the Reverse Stock Split.
REVERSE STOCK SPLIT
The Board has approved a reverse stock split of all the outstanding shares of the Company’s Common Stock at an exchange ratio of somewhere between one post-split share per two pre-split shares (1:2) and one post-split share per ten pre-split shares (1:10). As stated above, the holder of shares representing a majority of the voting securities of the Company have given their written consent to the Reverse Stock Split.
The Board believes the Reverse Stock Split is necessary and advisable in order for the Company to maintain the Company’s financing and capital raising ability. Accordingly, it is the Board’s opinion that the Reverse Stock Split will better position the Company to continue and/or expand operations.
Upon effectiveness of the Reverse Stock Split, (i) the number of shares of Common Stock issued and outstanding immediately prior thereto will be reduced from approximately 10,331,116 shares (assuming this number of shares, outstanding and issuable as of October 8, 2026, are outstanding immediately prior thereto) to somewhere between approximately 5,165,558 shares and 1,033,112 shares, depending on the ratio the Board elects to enact, and (ii) proportionate adjustments will be made to the per-share exercise price and the number of shares covered by outstanding options and warrants, if any, to buy Common Stock, so that the total prices required to be paid to fully exercise each option and warrant before and after the Reverse Stock Split will be approximately equal. Except for adjustments that may result from the treatment of fractional shares, which will be rounded up to the nearest whole number, each shareholder will beneficially hold the same percentage of Common Stock immediately following the Reverse Stock Split as such shareholder held immediately prior to the Reverse Stock Split.
The Reverse Stock Split will have the result of creating newly authorized shares of common stock. This increase in the authorized number of shares of common stock and any subsequent issuance of such shares could have the effect of delaying or preventing a change in control of the Company without further action by the stockholders. Shares of authorized and unissued common stock could (within the limits imposed by applicable law and stock exchange regulations) be issued in one or more transactions which would make a change in control of the Company more difficult, and therefore less likely. Management use of additional shares to resist or frustrate a third-party transaction favored by a majority of the independent stockholders would likely result in an above-market premium being paid in that transaction. Any such issuance of the additional shares of common stock would likely have the effect of diluting the earnings per share and book value per share of outstanding shares of common stock, and such additional shares could be used to dilute the stock ownership or voting rights of a person seeking to obtain control of the Company. The Board is not aware of any attempt to take control of the Company and has not presented this proposal with the intention that the Reverse Stock Split be used as a type of antitakeover device. Any additional shares of common stock, when issued, would have the same rights and preferences as the shares of common stock presently outstanding. Any additional shares of common stock so authorized will be available for issuance by the Board for stock splits or stock dividends, acquisitions, raising additional capital, conversion of Company debt into equity, stock options, or other corporate purposes. The Company has no other plans for the use of any additional shares of common stock and has no specific plans or proposals to issue additional shares, however, convertible noteholders may elect, at their sole option, to convert their convertible promissory notes into equity. The Company does not anticipate that it would seek authorization from the stockholders for issuance of such additional shares unless required by applicable law or regulations.
The Reverse Stock Split will become effective on the date that Nasdaq processes and approves the action. We intend to file the Reverse Stock Split with Nasdaq and have it become effective as soon as practicable.
OUTSTANDING VOTING SECURITIES
As of October 8, 2026, there were issued and outstanding 10,331,116 shares of Common Stock (with the holder of each share having one vote) and 1 share of Series B Preferred Stock. Pursuant to Title 8 Section 211 of the DS, at least a majority of the voting equity of the Company is required to approve the action by written consent. The Majority Stockholder, who holds 1,400,000 shares of Common Stock, and 1 share of Series B Preferred Stock (approximately 50.01% of the total voting equity of the Company), has voted in favor of the action, thereby satisfying the requirement under Title 8 Section 211 of the DS that at least a majority of the voting equity vote in favor of a corporate action by written consent.
The following table sets forth the name of the Majority Stockholder, the total number of shares that the Majority Stockholder voted in favor of the Reverse Stock Split, and the percentage of the issued and outstanding voting equity of the Company voted in favor thereof.
| Name of Majority Stockholder |
Number of Common Shares Held | Number of Series B Preferred Shares Held | Number of Votes in Favor of Actions | Percentage of the Voting Equity that Voted in Favor of the Actions (1) | ||||||||||
| James Nathanielsz(1) | 1,400,000 | 1 | All | 63.56 | % | |||||||||
| (1) | Based on 10,331,116 shares of Common Stock and 1 share of Series B Preferred Stock issued and outstanding as of October 8, 2026. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following sets forth information as of October 8, 2026 regarding the number of shares of our Common Stock and Series B Preferred Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock and Series B Preferred Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officers as a group.
The amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or other right, and the conversion of preferred stock. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each of the shareholders listed below is: c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.
| Common Stock Beneficially Owned | Series B Preferred Stock Beneficially Owned | |||||||||||||||
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percentage of Class(1) | Number of Shares Beneficially Owned | Percentage of Class(2) | ||||||||||||
| Directors and Executive Officers: | ||||||||||||||||
| James Nathanielsz(3) | 1,762,006 | 17.06 | % | 1 | 100 | % | ||||||||||
| Dr. Ralf Brandt | 330,301 | 3.20 | % | 0 | 0 | % | ||||||||||
| Josef Zelinger(4) | 410,006 | 3.97 | % | 0 | 0 | % | ||||||||||
| Joseph Himy(5) | 332,000 | 3.21 | % | 0 | 0 | % | ||||||||||
| Carlo Campiciano | 250,000 | 2.42 | % | 0 | 0 | % | ||||||||||
| Jeannine Kingsley | 332,000 | 3.21 | % | 0 | 0 | % | ||||||||||
| All directors and executive officers, as a group (6 persons) | 3,416,313 | 33.07 | % | 1 | 100 | % | ||||||||||
| (1) | Applicable percentages are based on 10,331,116 shares of our Common Stock outstanding as of October 8, 2026. |
| (2) | Each holder of shares of Series B Preferred Stock is entitled to votes equivalent to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote. |
| (3) | Includes (i) 5 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust. Mr. Nathanielsz has investing and dispositive power and a pecuniary interest in such shares held by such trust. In addition, such ownership includes (ii) 0.00000003 vested stock options for the purchase of up to 0.00000003 shares of our Common Stock, (iii) 0.00000003 vested restricted stock units and 362,001 shares of Common Stock held by Mrs. Nathanielsz, the spouse of Mr. Nathanielsz, as to which shares Mr. Nathanielsz disclaims beneficial ownership. |
| (4) | Beneficial ownership includes (i) 10 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant held by Aggro Investments Pty Ltd, which Mr. Zelinger wholly owns and controls, which is subject to a 4.99% beneficial ownership limitation providing that a holder of such warrant will not have the right to exercise any portion thereof if the holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the Common Stock outstanding, provided that upon at least 61 days’ prior notice to us, the holder may increase or decrease such limitation up to a maximum of 9.99% of the shares of Common Stock outstanding. The principal business address of Aggro Investments Pty Ltd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185. |
| (5) | Includes 332,000 shares held by The CFO Squad as nominee for Joesph Himy. Mr. Himy has investing and dispositive power and a pecuniary interest in such shares held by The CFO Squad. |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Information Statement contains forward-looking statements in addition to historical information. When used in this Information Statement, the words “can,” “will,” “intends,” “expects,” “believes,” similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking statements. Any forward-looking statements made by the Company in this Information Statement speak only as of the date hereof. Factors or events that affect the transactions or could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
ADDITIONAL INFORMATION
We are subject to the disclosure requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information, including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the Securities and Exchange Commission (the “SEC”). Reports and other information filed by the Company can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such material can also be obtained upon written request addressed to the SEC, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a web site on the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
The following documents, as filed with the SEC by the Company, are incorporated herein by reference:
| (1) | Annual Report on Form 10-K for the fiscal year ended June 30, 2026, filed on September 25, 2026; | |
| (2) | Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed on May 14, 2026; | |
| (3) | Quarterly Report on Form 10-Q for the quarter ended December 31, 2025, filed on February 17, 2026 | |
| (4) | Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed on November 14, 2025; |
You may request a copy of these filings, at no cost, by writing Propanc Biopharma Inc., 302, 6 Butler Street, Camberwell, VIC, 312 Australia, or telephoning the Company at +61-03-9882-0780. Any statement contained in a document that is incorporated by reference will be modified or superseded for all purposes to the extent that a statement contained in this Information Statement (or in any other document that is subsequently filed with the SEC and incorporated by reference) modifies or is contrary to such previous statement. Any statement so modified or superseded will not be deemed a part of this Information Statement except as so modified or superseded.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
If hard copies of the materials are requested, we will send only one Information Statement and other corporate mailings to stockholders who share a single address unless we receive contrary instructions from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company will deliver promptly upon written or oral request a separate copy of the Information Statement to a stockholder at a shared address to which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information Statement, to the Company at Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 312 Australia, or telephoning the Company at +61-03-9882-0780.
If multiple stockholders sharing an address have received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each stockholder a separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would prefer the Company to mail one copy of future mailings to stockholders at the shared address, notification of such request may also be made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the holders of Common Stock of the Company only for information purposes in connection with the Actions, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
| By Order of the Board of Directors | |
| /s/James Nathanielsz | |
| Dated: October ____, 2026 |