Form 8-K

8-K — Propanc Biopharma, Inc.

Accession: 0001493152-26-033173

Filed: 2026-07-14

Period: 2026-07-08

CIK: 0001517681

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): July 8, 2026

PROPANC

BIOPHARMA, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-42806

33-0662986

(State

or other jurisdiction

Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

302,

6 Butler Street

Camberwell,

VIC, 3124 Australia

(Address

of registrant’s principal executive office) (Zip code)

+61-03-9882-0780

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001

PPCB

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Effective

July 8, 2026, Annie Van Broekhoven retired and stepped down from the Board of Directors (the “Board”) of Propanc Biopharma,

Inc. (the “Company”) and the Company accepted her resignation. That same day, the Board filled the vacancy on the Board left

by Ms. Van Broekhoven’s resignation and appointed Carlo Campiciano to serve on the Board until his resignation or removal.

Mr.

Campiciano is a qualified accountant and member of the Institute of Public Accountants in Australia, and has extensive business

experience in taxation, finance operations, planning and financial strategy. Mr. Campiciano obtained a Master of Entrepreneurship and

Innovation from Swinburne University of Technology, Graduate Diploma in Computing from Monash University Caulfield (formerly Caulfield

Institute of Technology) as well as a Bachelor of Business (Accounting) from RMIT University and Certificate in Corporate Governance

from the Governance Institute. Mr. Campiciano also holds US GAAP certification. Mr. Campiciano has been the CFO and Company Secretary

of MedAdvisor Limited, a company listed on the Australian Securities Exchange (ASX). Mr. Campiciano was part of the foundation team that

launched MedAdvisor in 2012 and since its launch has been key in raising several rounds of capital, as well as the company’s listing

on the ASX in December 2015. As part of the executive team of MedAdvisor, Mr. Campiciano has been instrumental in the strategic

and operational development of the business, which included seeing MedAdvisor expand its operations to be a market leader in Australia

as well as establishing the business in the USA and Asia. Additionally, Mr. Campiciano spent twelve years lecturing in venture finance

in the Masters of Entrepreneurship and Innovation program at the Swinburne Graduate School of Entrepreneurship.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

No.

Description

10.1

Director Agreement dated July 8, 2026 by and between Propanc Biopharma, Inc. and Carlo Campiciano

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

July 14, 2026

PROPANC

BIOPHARMA, INC.

By:

/s/

James Nathanielsz

Name:

James

Nathanielsz

Title:

Chief

Executive Officer and Chief Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

INDEPENDENT

DIRECTOR AGREEMENT

THIS

INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), is made effective as of July 8, 2026, and is by and between Propanc

Biopharma, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Director”).

RECITALS

The current Board consists of five members, two executive members and three independent members.

One of the Boards independent members has resigned

The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”) to replace

the independent member that has resigned. The appointment will include membership on one or more committees of the Board, and the Director

desires to accept such appointment to serve on the Board.

AGREEMENT

NOW

THEREFORE, in consideration of the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, and

intending to be legally bound hereby, the Company and the Director hereby agree as follows:

Duties. From and after the effective date of this agreement (the “Effective Time”), the Company requires

that the Director be available to perform the duties of an independent director customarily related to this function as may be determined

and assigned by the Board and as may be required by the Company’s constituent instruments, including its articles of incorporation

and bylaws, as amended, and its corporate governance and board committee charters, each as amended or modified from time to time, and

by applicable law, including the Delaware Revised Statutes. The Director agrees to devote as much time as is necessary to perform completely

the duties as a Director of the Company, including duties as a member of one or more committees of the Board, to which the Director may

hereafter be appointed. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors.

The Director shall not be expected to devote full-time service to the Company, and nothing in this Agreement shall be construed as requiring

the Director to perform duties inconsistent with the Director’s position as a non-executive member of the Board.

Term. The term of this Agreement shall commence as of the Effective Time, which shall be the date of the Director’s

appointment by the board of directors of the Company, and shall continue until the Director’s removal or resignation. In addition

to a termination of this Agreement pursuant to Section 8, the Company shall have the right to terminate this Agreement upon written notice

to the Director at any time without liability prior to the Effective Time.

Compensation.

(a)

Cash Compensation.

(i)

$45,0000 USD per annum paid quarterly.

(b)

Equity Compensation.

(i)

Equity issuances will be considered fair and equitable, ranging between 0.5 to 4.99%, generally, based on the Board’s consensus

decision according to the achievements of various company milestones

The

Company and Director shall revisit compensation annually on the anniversary of this agreement or at such other time as the Company determines

but not more than twelve months from the effective date of this agreement.

Independence. The Director acknowledges that his appointment hereunder is contingent upon the Board’s determination

that he is “independent” with respect to the Company, in accordance with the listing requirements of the Nasdaq and NYSE

American stock exchanges, and that his appointment may be terminated by the Company in the event that the Director does not maintain

such independence standard.

Expenses. The Company shall reimburse the Director for pre-approved reasonable business related expenses incurred in good

faith in connection with the performance of the Director’s duties for the Company. Such reimbursement shall be made by the Company

upon submission by the Director of a signed statement itemizing the expenses incurred, which shall be accompanied by sufficient documentation

to support the expenditures.

Other Agreements.

(a)

Confidential Information and Insider Trading. The Company and the Director each acknowledge that, in order for the intentions

and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information

concerning the Company and its affairs, including, but not limited to, business methods, information systems, financial data and strategic

plans which are unique assets of the Company (as further defined below, the “Confidential Information”) and that the

communication of such Confidential Information to third parties could irreparably injure the Company and its business. Accordingly, the

Director agrees that, during his association with the Company and thereafter, he will treat and safeguard as confidential and secret

all Confidential Information received by him at any time and that, without the prior written consent of the Company, he will not disclose

or reveal any of the Confidential Information to any third party whatsoever or use the same in any manner except in connection with the

business of the Company and in any event in no way harmful to or competitive with the Company or its business. For purposes of this Agreement,

“Confidential Information” includes any information not generally known to the public or recognized as confidential

according to standard industry practice, any trade secrets, know-how, development, manufacturing, marketing and distribution plans and

information, inventions, formulas, methods or processes, whether or not patented or patentable, pricing policies and records of the Company

(and such other information normally understood to be confidential or otherwise designated as such in writing by the Company), all of

which the Director expressly acknowledges and agrees shall be confidential and proprietary information belonging to the Company. Upon

termination of his association with the Company, the Director shall return to the Company all documents and papers relating to the Company,

including any Confidential Information, together with any copies thereof, or certify that he or she has destroyed all such documents

and papers. Furthermore, the Director recognizes that the Company has received and in the future will receive confidential or proprietary

information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and,

in some cases, to use it only for certain limited purposes. The Director agrees that the Director owes the Company and such third parties,

both during the term of the Director’s association with the Company and thereafter, a duty to hold all such confidential or proprietary

information in the strictest confidence and not to, except as is consistent with the Company’s agreement with the third party,

disclose it to any person or entity or use it for the benefit of anyone other than the Company or such third party, unless expressly

authorized to act otherwise by an officer of the Company. In addition, the Director acknowledges and agrees that the Director may have

access to “material non-public information” for purposes of the federal securities laws (“Insider Information”)

and that the Director will abide by all securities laws relating to the handling of and acting upon such Insider Information. The Company

acknowledges and agrees that the Director may serve as a director, advisor, or officer of other entities, including entities that may

operate in the biotechnology or life sciences industries. Nothing in this Agreement shall prevent, restrict, or limit the Director from

performing such other functions, provided that the Director shall not disclose or use any Confidential Information of the Company in

connection with such other roles

(b)

Disparaging Statements. At all times during and after the period in which the Director is a member of the Board and at all times

thereafter, the Director shall not either verbally, in writing, electronically or otherwise: (i) make any derogatory or disparaging statements

about the Company, any of its affiliates, any of their respective officers, directors, shareholders, employees and agents, or any of

the Company’s current or past customers or employees, or (ii) make any public statement or perform or do any other act prejudicial

or injurious to the reputation or goodwill of the Company or any of its affiliates or otherwise interfere with the business of the Company

or any of its affiliates; provided, however, that nothing in this paragraph shall preclude the Director from complying with all obligations

imposed by law or legal compulsion, and provided, further, however, that nothing in this paragraph shall be deemed applicable to any

testimony given by the Director in any legal or administrative proceedings.

(c)

Work Product. Director agrees that any and all Work Product (as defined below) shall be the Company’s sole and exclusive

property. Director hereby irrevocably assigns to the Company all right, title and interest worldwide in and to any deliverables resulting

from the Director’s services as a director to the Company (“Deliverables”), and to any ideas, concepts,

processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, software programs, other

copyrightable works, and any other work product created, conceived or developed by you (whether alone or jointly with others) for the

Company during or before the term of this Agreement, including all copyrights, patents, trademarks, trade secrets, and other intellectual

property rights therein (the “Work Product”). Director retains no rights to use the Work Product and agrees

not to challenge the validity of our ownership of the Work Product. Director agrees to execute, at Company’s request and expense,

all documents and other instruments necessary or desirable to confirm such assignment. In the event that Director does not, for any reason,

execute such documents within a reasonable time after the Company’s request, Director hereby irrevocably appoint the Company as

Director’s attorney-in-fact for the purpose of executing such documents on your behalf, which appointment is coupled with an interest.

Director will deliver to the Company any Deliverables and disclose promptly in writing to us all other Work Product.

(d)

Enforcement. The Director acknowledges and agrees that the covenants contained herein are reasonable, that valid consideration

has been and will be received and that the agreements set forth herein are the result of arms-length negotiations between the parties

hereto. The Director recognizes that the provisions of this Section 6 are vitally important to the continuing welfare of the Company

and its affiliates and that any violation of this Section 6 could result in irreparable harm to the Company and its affiliates for which

money damages would constitute a totally inadequate remedy. Accordingly, in the event of any such violation by the Director, the Company

and its affiliates, in addition to any other remedies they may have, shall have the right to institute and maintain a proceeding to compel

specific performance thereof or to obtain an injunction or other equitable relief restraining any action by the Director in violation

of this Section 6 without posting any bond therefore or demonstrating actual damages, and the Director will not claim as a defense thereto

that the Company has an adequate remedy at law or require the posting of a bond. If any of the restrictions or activities contained in

this Section 6 shall for any reason be held by an arbitrator to be excessively broad as to duration, geographical scope, activity or

subject, such restrictions shall be construed so as thereafter to be limited or reduced to be enforceable to the extent compatible with

the applicable law; it being understood that by the execution of this Agreement the parties hereto regard such restrictions as reasonable

and compatible with their respective rights. The Director acknowledges that injunctive relief may be granted immediately upon the commencement

of any such action without notice to the Director and in addition Company may recover monetary damages.

(e)

Separate Agreement. The parties hereto further agree that the provisions of Section 6 are separate from and independent of the

remainder of this Agreement and that Section 6 is specifically enforceable by the Company notwithstanding any claim made by the Director

against the Company. The terms of this Section 6 shall survive termination of this Agreement.

Market Stand-Off Agreement. In the event of a public or private offering of the Company’s securities, including in

connection with the Offering, and upon request of the Company, the underwriters or placement agents placing the offering of the Company’s

securities, the Director agrees not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose

of any securities of the Company that the Director may own, other than those included in the registration, without the prior written

consent of the Company or such underwriters, as the case may be, for such period of time from the effective date of such registration

as may be requested by the Company or such placement agent or underwriter.

Termination. With or without cause, the Company and the Director may each terminate this Agreement at any time upon ten

(10) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date

of the termination. Nothing contained herein or omitted here from shall prevent the stockholder(s) of the Company from removing the Director

with immediate effect at any time for any reason.

Indemnification. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the

law of the State of Delaware, and as provided by, or granted pursuant to, any charter provision, bylaw provision, agreement, vote of

stockholders or disinterested directors or otherwise, both as to action in the Director’s official capacity and as to action in

another capacity while holding such office. The Company shall obtain and maintain during the term of this Agreement, at its sole expense,

directors’ and officers’ liability insurance policies with reputable insurers, providing coverage for the Director to the

maximum extent reasonably available and in any case no less favorable in scope and amount than is customary for publicly traded companies

of comparable size and market capitalization. The Company shall not amend such policies in a manner that materially reduces coverage

without the Director’s prior written consent.

10.

Effect Of Waiver. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be

construed as a waiver of any subsequent breach thereof.

11.

Notice. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on

the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the

U.S. Securities and Exchange Commission.

12.

Governing Law; Arbitration. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto

shall be determined by, the laws of the State of Delaware without reference to that state’s conflicts of laws principles. Any disputes

or claims arising under or in connection with this Agreement or the transactions contemplated hereunder shall be resolved by binding

arbitration. Notice of a demand to arbitrate a dispute by any party hereto shall be given in writing to the other parties hereto at their

last known addresses. Arbitration shall be commenced by the filing by such a party of an arbitration demand with the American Arbitration

Association (“AAA”). The arbitration and resolution of the dispute shall be resolved by a single arbitrator appointed by

the AAA pursuant to AAA rules. The arbitration shall in all respects be governed and conducted by applicable AAA rules, and any award

and/or decision shall be conclusive and binding on the parties. The arbitration shall be conducted in San Diego, California. The arbitrator

shall supply a written opinion supporting any award, and judgment may be entered on the award in any court of competent jurisdiction.

Each party hereto shall pay its own fees and expenses for the arbitration, except that any costs and charges imposed by the AAA and any

fees of the arbitrator for his services shall be assessed against the losing party by the arbitrator. In the event that preliminary or

permanent injunctive relief is necessary or desirable in order to prevent a party from acting contrary to this Agreement or to prevent

irreparable harm prior to a confirmation of an arbitration award, then any party hereto is authorized and entitled to commence a lawsuit

solely to obtain equitable relief against the other such parties pending the completion of the arbitration in a court having jurisdiction

over those parties.

13.

Assignment. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and

agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations

of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without

the prior written consent of the Company.

14.

Miscellaneous. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then,

notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and

effect in the same manner as if the invalid or illegal provision had not been contained herein. The article headings contained in this

Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. This Agreement

may be executed in any number of counterparts, each of which shall be deemed an original but all of which taken together shall constitute

one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature

complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so

delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Except as provided elsewhere

herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements,

promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or

representative of any party to this Agreement with respect to such subject matter.

[Signature

Page Follows]

WITNESS WHEREOF, the parties hereto have caused this Independent Director Agreement to be duly executed and signed as of the day and

year first above written.

The

Company:

Propanc

Biopharma Inc.

By:

/s/

James Nathanielsz

Name:

James

Nathanielsz

Title:

CEO

The

Director:

/s/ Carlo Campiciano

Carlo Campiciano

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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