Looks like I was right :)
29-Sep-2015
Entry into a Material Definitive Agreement, Unregistered Sale of Equity
Item 1.01 Entry into a Material Definitive Agreement.
On September 24, 2015, (the "Issuance Date"), Propanc Health Group Corp. (the "Company") entered into a Promissory Note with MG Partners II Limited (the "Lender") whereby the Lender loaned the Company $1,200,000 in exchange for the issuance of a Promissory Note (the "Note").
Promissory Note
The Company issued a note with a principal amount of $1,200,000 to the Lender. The Debenture has a maturity date of the earlier of: (i) the date on which the Company closes a subsequent equity offering in an amount greater than the principal amount of the Note; or (ii) June 24, 2015. On its face, the Note does not accrue any interest. In the event that the Lender does not proceed with a subsequent financing, beginning on the 46th day following the Issuance Date, the Note will have a one-time interest adjustment of $180,000 on the outstanding principal of the Note. Additionally, if the Lender does not wish to proceed with a subsequent financing, the Note will also be convertible into common stock at the lower of (i) $0.0346; or (ii) a twenty percent (20%) discount to the average of the two lowest closing prices of the common stock in the five trading days prior to the date of conversion.
Security Agreement
In connection with the Note, the Company entered into a Security Agreement dated September 24, 2015 with the Lender whereby the Company agreed to grant to Lender an unconditional and continuing, first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance and discharge in full of all of Company's obligations under the Note, provided, however that in the event the Lender does not proceed with a subsequent financing, any and all security interests shall be removed.
The foregoing description of the terms of the Note and the Security Agreement do not purport to be complete and are qualified in their entirety by reference to the provisions of such agreements forms of which are filed as exhibits 4.1 and 10.1 to this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 of this Report, which disclosure is incorporated herein by reference.
The issuance of the securities described above were completed in accordance with the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
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