What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2020-10-01 compared with 2019-10-15 · 1666 added, 1645 removed, 1465 unchanged (69% of the section changed)

5 unchanged sentences

Consolidated Financial Statements for the Fiscal Years Ended June 30, 2020 and 2019

of Independent Registered Public Accounting Firm

Balance Sheets as of June 30, 2019 and 2018

Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2019 and 2018

Statements of Changes in Stockholders’

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2020 and 201 9

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2020 and 201 9

Consolidated Statements of Changes in Stockholders’

Deficit for the years ended June 30, 2020 and 2019

Statements of Cash Flows for the years ended June 30, 2019 and 2018

to Consolidated Financial Statements

Consolidated Statements of Cash Flows for the years ended June 30, 2020 and 201 9

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

2 unchanged sentences

Biopharma, Inc.

on the Financial Statements

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc.

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Raton, Florida

October 1, 2020

NW Corporate Blvd., Suite 240 •

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CPAConnect with Affiliated Offices Worldwide •

Member Center for Public Company Audit Firms

Member AICPA Center for Audit Quality

BIOPHARMA, INC.

1 unchanged sentence

BALANCE SHEETS

tax receivable

expenses and other current assets

June 30, 2020

June 30, 2019

CURRENT ASSETS:

deposit - related party

and equipment, net

AND STOCKHOLDERS’

expenses and other payables

notes and related accrued interest, net of discounts and premiums

conversion option liabilities

to former director - related parties

from directors and officer - related parties

benefit liability

GST tax receivable

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related party

Operating lease right-of-use assets, net - related party

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES:

and Contingencies (See Note 9)

Accounts payable

Accrued expenses and other payables

Convertible notes and related accrued interest and premiums, net of discounts

Operating lease liability - related party

Embedded conversion option liabilities

Due to former director - related parties

Loans from directors and officer - related parties

Employee benefit liability

TOTAL CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’

stock, 1,500,005 shares authorized, $0.01 par value:

A preferred stock, $0.01 par value;

Preferred stock, 1,500,005 shares authorized, $0.01 par value:

Series A preferred stock, $0.01 par value;

500,000 shares authorized;

500,000 and 500,000 shares issued and outstanding as of June

30, 2019 and 2018, respectively

B preferred stock, $0.01 par value;

500,000 shares issued

and outstanding as of June 30, 2020 and 2019

Series B preferred stock, $0.01 par value;

5 shares authorized;

1 and 1 share issued and outstanding as of June 30, 2019 and 2018,

stock, $0.001 par value;

1 share issued and outstanding

as of June 30, 2020 and 2019

Common stock, $0.001 par value;

1,000,000,000 shares authorized;

968,042 and 92,859 shares

and 968,042 shares issued;

258,120,332 and 967,993 outstanding as of June 30, 2020 and 2019, respectively

paid-in capital

other comprehensive income (loss)

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

(55,781,770 )

(51,041,047 )

stock (49 shares)

STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’

Treasury stock (49 shares)

TOTAL STOCKHOLDERS’

TOTAL LIABILITIES AND STOCKHOLDERS’

accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Ended June 30,

Administration

and development

Years Ended June 30,

OPERATING EXPENSES

FROM OPERATIONS

INCOME (EXPENSE)

in fair value of derivative liabilities

(loss) on debt settlements, net

on extinguishment of debt, net

currency transaction loss

OTHER EXPENSE

Administration expenses

Occupancy expenses

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Derivative income (expense)

Gain on debt settlements, net

Gain on extinguishment of debt, net

Foreign currency transaction loss

TOTAL OTHER EXPENSE, NET

LOSS BEFORE TAXES

$ (4,740,723 )

$ (5,758,369 )

AND DILUTED NET LOSS PER SHARE

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

BASIC AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

$ (4,740,723 )

$ (5,758,369 )

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency translation gain

TOTAL OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE INCOME (LOSS)

$ (4,540,050 )

3 unchanged sentences

AND SUBSIDIARY

STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIT

YEARS ENDED JUNE 30, 2019 AND 2018

STATEMENTS OF CHANGES IN STOCKHOLDERS’

DEFICIT FOR THE YEARS ENDED JUNE 30, 2020 AND 2019

Comprehensive

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of common stock for conversion of convertible debt and accrued interest

of common stock under put premium

Reclassification

of premium upon debt conversion

of put premium upon debt conversion

Extinguishment

of derivative liability associated with convertible notes

on settlement of debt, net

of stock for services

option expense

currency translation gain

of common stock for exercise of warrants

of common stock for offering costs

of common stock for services

based compensation in connection with stock option and restricted stock unit grants

of offering costs

currency translation loss

loss for the fiscal year ended June 30, 2019

1 unchanged sentence

(51,041,047 )

$ (6,751,920 )

of units for cash

of common stock for conversion of convertible debt and accrued interest

of common stock under equity purchase agreement

Reclassification

of put premium upon debt conversion

Extinguishment

of derivative liability associated with convertible notes

of common stock for exercise of warrants

of common stock for offering costs

of common stock for services

fair value of warrants issued with convertible debt

based compensation in connection with stock option grants and restricted stock unit grants

of offering costs

based compensation in connection with fair value of warrants issued for services

currency translation gain

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to Reconcile Net Loss to Net Cash Used in Operating Activities:

and amortization of common stock for services

of convertible promissory notes for services

and amortization of common stock and warrants for services

loss on settlements, net

1 unchanged sentence

of debt discounts

in fair value of derivative liabilities

income (expense)

on extinguishment of debt

option expense

of put premium due to payment of debt

of put premium

option and restricted stock expense

interest expense

premiums on convertible debt issued

in Assets and Liabilities:

1 unchanged sentence

benefit liability

premiums on convertible debt issued

CASH USED IN OPERATING ACTIVITIES

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of convertible promissory notes

from the issuance of common stock

from the sale of common stock

associated with offering costs

issuance cost

issuance costs

from the exercise of warrants

1 unchanged sentence

of exchange rate changes on cash

DECREASE IN CASH

INCREASE (DECREASE) IN CASH

AT BEGINNING OF YEAR

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of convertible notes and accrued interest to common stock

related to warrants issued with convertible notes

financing costs associated with equity purchase agreement

related to derivative liability

lease right-of-use asset and operating lease liability recorded on adoption of ASC 842

accompanying notes are an integral part of these consolidated financial statements.

BIOPHARMA, INC.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

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The first application was filed in October 2010.

in each of the countries listed in the table below.

This application has been granted and remains in force in the United States,

Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein,

Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic

of Korea and India.

This patent has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France,

Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia,

China, Hong Kong, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, Republic of Korea and India.

In Brazil and Canada, the patent application remains under examination.

2016 and 2017 we filed other patent applications, as indicated below.

Three applications were filed under the Patent Cooperation

Treaty (the “PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application

under the PCT, which allows the applicants to seek protection for an invention in over 150 countries.

Once national or regional

applications are filed, the application is placed under the control of the national or regional patent offices, as applicable,

in what is called the national or regional phase.

2016 and 2017 we filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the “PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, which allows

the applicants to seek protection for an invention in over 150 countries.

Once national or regional applications are filed, the

application is placed under the control of the national or regional patent offices, as applicable, in what is called the national

or regional phase.

One PCT application, filed in November 2016, entered the national phase in July 2018.

2018 in each of the countries listed in the table below.

A second application filed in January 2017 entered the national phase

commencing July 2018.

A second application

filed in January 2017 entered the national phase commencing July 2018.

A third application entered the national phase in October

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected

from a selenium compound, a vanilloid compound and a cytoplasmic reduction agent.

Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein,

Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Malaysia, Singapore, Malaysia, South Africa,

Mexico, Republic of Korea and India

applications filed and under examination in Mexico and China

application granted

Canada, China, Europe, Hong Kong, India, Indonesia, Israel, Japan, Malaysia, New Zealand, Singapore, South Africa and USA

filed and pending

Canada, China, Europe, Hong Kong, Israel, Japan, Malaysia, New Zealand, Singapore and USA

filed and pending

of proenzymes for cancer treatment

China, Europe, Japan and USA

filed and pending

Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating

1 unchanged sentence

product candidate, PRP, through various stages of development.

in Authorized Common Stock and Reverse Stock Split

January 23, 2018, Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of

the State of Delaware to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000.

September 21, 2018, the Company filed a Certificate of Incorporation to increase the number of authorized shares of the Company’s

common stock from 400,000,000 to 4,000,000,000, which was approved by the Company’s board of directors and holders of a

majority of the Company’s voting stock on August 28, 2018.

in Authorized Common Stock and Reverse Split

June 24, 2019, the Company effected a one-for-five hundred (1:500) reverse stock split whereby the Company (i) decreased the number

4 unchanged sentences

All share and per-share

data and amounts have been restated as of the earliest period, presented in the consolidated financial statements to reflect the

reverse stock split.

BIOPHARMA, INC.

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements

to reflect the reverse stock split.

February 4, 2020 the Directors resolved to increase the Common Stock of the Company from 100,000,000 authorized shares to 1,000,000,000

authorized shares and believes that such number of authorized shares of Common Stock will be in the best interests of the Corporation

and its stockholders because the Board believes that the availability of more shares of Common Stock for issuance will allow the

Corporation greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of

favorable opportunities and responding to a changing corporate environment.

The Company filed the necessary documents with the

Securities and Exchange Commission on February 6, 2020 and at the date of this filing the increase in authorized shares to

1,000,000,000 has been effected on March 13, 2020.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

of Consolidation

3 unchanged sentences

Propanc (UK) Limited was an

inactive subsidiary at June 30, 2019.

inactive subsidiary from inception through June 30, 2020.

preparation of financial statements in conformity with the accounting principles generally accepted in the United States of America

4 unchanged sentences

Significant estimates

in the accompanying consolidated financial statements include the estimates of useful lives for depreciation, valuation of derivatives,

valuation of beneficial conversion features on convertible debt, allowance for uncollectable receivables, valuation of equity

based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation

due to certain average exchange rates applied in lieu of spot rates on transaction dates.

in the accompanying consolidated financial statements include the estimates of useful lives for depreciation, valuation of the

operating lease liability and related right-of-use asset, valuation of derivatives, valuation of beneficial conversion features

on convertible debt, allowance for uncollectable receivables, valuation of equity based instruments issued for other than cash,

the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied

in lieu of spot rates on transaction dates.

Currency Translation and Other Comprehensive Income (Loss)

Company’s functional currency is the Australian dollar (AUD).

For financial reporting purposes, the Australian dollar has

been translated into United States dollar ($) and/or (USD) as the reporting currency.

Assets and liabilities are translated at

the exchange rate in effect at the balance sheet date.

Revenues and expenses are translated at the average rate of exchange prevailing

during the reporting period.

Equity transactions are translated at each historical transaction date spot rate.

Translation adjustments

arising from the use of different exchange rates from period to period are included as a component of stockholders’

(deficit) as “Accumulated other comprehensive income (loss).”

Gains and losses resulting from foreign currency transactions

are included in the statements of operations and comprehensive income (loss) as other comprehensive income (loss).

been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet

Company’s wholly owned subsidiary’s functional currency is the Australian dollar (AUD).

For financial reporting purposes,

the Australian dollar has been translated into the Company’s reporting currency which is the United States dollar ($) and/or

Assets and liabilities are translated at the exchange rate in effect at the balance sheet date.

Revenues and expenses are

translated at the average rate of exchange prevailing during the reporting period.

Equity transactions are translated at each

historical transaction date spot rate.

Translation adjustments arising from the use of different exchange rates from period to

period are included as a component of stockholders’

equity (deficit) as “Accumulated other comprehensive income (loss).”

Gains and losses resulting from foreign currency transactions are included in the statements of operations and comprehensive income

(loss) as other comprehensive income (loss).

There have been no significant fluctuations in the exchange rate for the conversion

of Australian dollars to USD after the balance sheet date.

Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

2 unchanged sentences

denominated in a currency other than the functional currency included in the consolidated results of operations as incurred.

the year ended June 30, 2020, the Company recognized an exchange loss of approximately $133,000 on intercompany loans made by

the parent to the subsidiary which have not been repaid as at June 30, 2020.

of June 30, 2020 and 2019, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing

the consolidated financial statements were as follows:

rate on balance sheet dates

June 30, 2020

June 30, 2019

Exchange rate on balance sheet dates

AUD exchange rate

exchange rate for the period

Average exchange rate for the period

AUD exchange rate

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2020 and 2019 was as follows:

Currency Items:

balance, June 30, 2017

currency translation gain

Balance, June

currency translation gain

Beginning balance, June 30, 2018

Foreign currency translation gain

Balance, June 30, 2019

Foreign currency translation gain

Ending balance, June 30, 2020

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

Value of Financial Instruments and Fair Value Measurements

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There were no cash equivalents as of June 30, 2020 or June 30, 2019.

amounts become uncollectible, they will be charged to an allowance and operations in the period when a determination of uncollectability

Any estimates of potentially uncollectible customer accounts receivable will be made based on an analysis of individual

customer and historical write-off experience.

The Company’s analysis includes the age of the receivable account, creditworthiness

of the customer and general economic conditions.

and Equipment

10 unchanged sentences

if and once the patent has been granted by a regulatory agency.

However, the Company will expense any product costs as long as

However, the Company will expense any patent costs as long as

we are in the startup stage.

Accordingly, as the Company’s products were and are not currently approved for market, all

patent costs incurred from 2013 through June 30, 2019 were expensed immediately.

This practice of expensing patent costs immediately

ends when a product receives market authorization from a government regulatory agency.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Accordingly, as the Company’s products are not currently approved for market, all patent costs

incurred from 2013 through June 30, 2020 were expensed immediately.

This practice of expensing patent costs immediately ends when

a product receives market authorization from a government regulatory agency.

of Long-Lived Assets

11 unchanged sentences

discounted cash flows or market value, if readily determinable.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

Benefit/Liability

arising in respect of wages and salaries, annual leave, accumulated sick leave and any other employee benefits expected to be

settled within twelve months of the reporting date are measured at their nominal amounts based on remuneration rates which are

expected to be paid when the liability is settled.

All other employee benefit liabilities are measured at the present value of

the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date.

liabilities are owed within the next twelve months and therefore, recorded at nominal value.

arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits

expected to be settled within twelve months of the reporting date are measured based on the employees remuneration rates applicable

at the reporting date.

All other employee benefit liabilities are measured at the present value of the estimated future cash outflow

to be made in respect of services provided by employees up to the reporting date.

All employee liabilities are owed within the

next twelve months.

Goods and Services Tax (“GST”)

13 unchanged sentences

liability, removes any discounts and records a net gain or loss on debt extinguishment.

On July 1, 2019 the Company adopted ASU

2017-11 under which down-round Features in Financial Instruments will no longer cause derivative treatment.

The Company applies

the modified prospective method of adoption.

There were no cumulative effects on adoption.

Notes With Variable Conversion Options

1 unchanged sentence

and accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock

at the time of conversion.

at or around the time of conversion.

The Company treats these convertible notes as stock settled debt under ASC 480, “

2 unchanged sentences

and measures the fair value of the notes at the time of issuance, which is the result of the

share price discount at the time of conversion and records the put premium as accretion to interest expense to the date of first

share price discount at the time of conversion and records the put premium as interest expense.

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and

18 unchanged sentences

date to be recognized upon the adoption of ASC 740 and in subsequent periods.

BIOPHARMA, INC.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

December 22, 2017, the passage of legislation commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was enacted

and significantly revised the U.S.

income tax law.

The TCJA includes changes, which reduce the corporate income tax rate from

34% to 21% for fiscal years beginning after December 31, 2017.

On December 22, 2017, the SEC Staff Accounting Bulletin No.

(“SAB 118”) was issued, which allows a company to recognize provisional tax amounts when it does not have the necessary

information available, prepared or analyzed, including computations, in reasonable detail to complete its accounting for the change

SAB 118 provides for a measurement of up to one year from the date of enactment.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

and Development Costs and Tax Credits

22 unchanged sentences

Stock Compensation ”.

and the SEC Staff

Accounting Bulletin No.

107 Share Based Payment was issued in March 2005 regarding its interpretation of ASC 718.

requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related

requisite service period.

The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes

Option Pricing Model.

Company accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 505-50

Equity-Based Payments to Non-Employees .”

ASC 718 requires

the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of

the service period or the vesting period.

The Company values employee and non-employee stock-based compensation at fair value

using the Black-Scholes Option Pricing Model.

Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition

criteria of ASC 718 and recognizes the fair value of such awards over the service period.

The Company used the modified prospective

method of adoption.

There was no cumulative effect of adoption on July 1, 2019.

Company adopted and implemented on July 1, 2018, ASC 606 –

10 unchanged sentences

legal costs for litigation are charged to expense as incurred.

February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842).

updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases.

In addition, the

updated guidance requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue

guidance in ASC 606.

This guidance is effective for interim and annual reporting periods beginning after December 15, 2018.

Company adopted this guidance effective July 1, 2019.

July 1, 2019, the Company adopted ASU No.

2016-02, applying the package of practical expedients to leases that commenced before

the effective date whereby the Company elected to not reassess the following:

(i) whether any expired or existing contracts contain

(ii) initial direct costs for any existing leases.

For contracts entered into on or after the effective date, at the

inception of a contract the Company assessed whether the contract is, or contains, a lease.

The Company’s assessment is

(1) whether the contract involves the use of a distinct identified asset, (2) whether we obtain the right to substantially

all the economic benefit from the use of the asset throughout the period, and (3) whether it has the right to direct the use of

The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone

price to determine the lease payments.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020 and 2019

lease ROU assets represents the right to use the leased asset for the lease term and operating lease liabilities are recognized

based on the present value of future minimum lease payments over the lease term at commencement date.

As most leases do not provide

an implicit rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining

the present value of future payments.

Lease expense for minimum lease payments is amortized on a straight-line basis over the

lease term and is included in general and administrative expenses in the condensed consolidated statements of operations.

and Diluted Net Loss Per Common Share

7 unchanged sentences

As a result, the basic and diluted per share amounts for all periods presented are identical.

As of June 30, 2019 and 2018, there

were 59 and 291 warrants outstanding, 59,644 and 1,144 stock options and 10 and 20 convertible notes payable, which notes are

convertible into approximately 1,810,347 and 207,397 shares of the Company’s common stock respectively.

Each holder of the

notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’

ability to increase

such limitation to 9.99% upon 60 days’

notice to the Company), and each note may not be converted during the first six-month

period from the date of issuance.

Such securities are considered dilutive securities which were excluded from the computation

since the effect is anti-dilutive.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

As of June 30, 2019, there were

59 warrants outstanding, 59,644 stock options and 10 convertible notes payable, which notes are convertible into approximately

1,810,347 shares of the Company’s common stock.

As of June 30, 2020, there were 151,170,514 warrants outstanding, 59,644

stock options and 11 convertible notes payable, which notes are convertible into approximately 439,113,281 shares of the Company’s

common stock.

Each holder of the notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’

ability to increase such limitation to 9.99% upon 60 days’

notice to the Company), and each note may not be converted during

the first six-month period from the date of issuance.

Such securities are considered dilutive securities which were excluded from

the computation since the effect is anti-dilutive.

Accounting Pronouncements

FASB Accounting Standard Updates (“ASU”) that are not effective until after June 30, 2019 are not expected to have

a significant effect on the Company’s consolidated financial position or results of operations.

pronouncements are as follows:

2016-02 - In February 2016, the FASB issued ASU No.

“Leases (Topic 842)”

whereby lessees will need to

recognize almost all leases on their balance sheet as a right of use asset and a lease liability.

This guidance is effective for

interim and annual reporting periods beginning after December 15, 2018.

The Company plans to adopt this ASU effective July 1,

2019 and at present, doesn’t believe the adoption of the ASU will have a material effect on the consolidated financial statements.

2017-11 - In July 2017, the FASB issued ASU 2017-11 “Earnings Per Share (Topic 260)”.

The amendments in the update

change the classification of certain equity-linked financial instruments (or embedded features) with down round features.

amendments also clarify existing disclosure requirements for equity-classified instruments.

For freestanding equity-classified

financial instruments, the amendments require entities that present earnings per share (“EPS”) in accordance with

Topic 260, Earnings Per Share, to recognize the effect of the down round feature when it is triggered.

That effect is treated

as a dividend and as a reduction of income available to common shareholders in basic EPS.

Convertible instruments with embedded

conversion options that have down round features would be subject to the specialized guidance for contingent beneficial conversion

features (in Subtopic 470-20, Debt—Debt with Conversion and Other Options), including related EPS guidance (in Topic 260).

For public business entities, the amendments in Part I of this update are effective for fiscal years, and interim periods within

those fiscal years, beginning after December 15, 2018.

The Company will adopt this next fiscal year, effective July 1, 2019, and

doesn’t believe, based on current outstanding dilutive instruments, the adoption of this ASU will have a material effect

on the consolidated financial statements.

2018-07 - In June 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update

(“ASU”) 2018-07, Compensation –

Stock Compensation (Topic 718).

This update is intended to reduce cost and complexity

and to improve financial reporting for share-based payments issued to non-employees (for example, service providers, external

legal counsel, suppliers, etc.).

The ASU expands the scope of Topic 718, Compensation—Stock Compensation, which currently

only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods

and services.

Consequently, the accounting for share-based payments to non-employees and employees will be substantially aligned.

This standard will be effective for financial statements issued by public companies for the annual and interim periods beginning

after December 15, 2018.

Early adoption of the standard is permitted.

The standard will be applied in a retrospective approach

for each period presented.

The Company plans to adopt this ASU, effective July 1, 2019, and at present, doesn’t believe

the adoption of the ASU will have a material effect on the consolidated financial statements.

have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the

periods reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted

accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s

reported financial position or operations in the near term.

The applicability of any standard is subject to the formal review

of the Company’s financial management.

GOING CONCERN

11 unchanged sentences

classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon

6 unchanged sentences

any or all of these endeavors will be successful.

March 2020, the outbreak of COVID-19 (coronavirus) caused by a novel strain of the coronavirus was recognized as a pandemic by

the World Health Organization, and the outbreak has become increasingly widespread in the United States, Europe and Australia,

including in each of the areas in which the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on

general economic conditions, including but not limited to the temporary closures of many businesses, “shelter in place”

and other governmental regulations, reduced business and consumer spending due to both job losses, reduced investing activity

and M&A transactions, among many other effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

While to date the Company has not been required to stop operating, management is evaluating its use of its office space, virtual

meetings and the like.

The Company continues to monitor the impact of the COVID-19 (coronavirus) outbreak closely.

to which the COVID-19 (coronavirus) outbreak will impact our operations, ability to obtain financing or future financial results

is uncertain.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

PROPERTY AND EQUIPMENT

and equipment consist of the following as of June 30,

equipment at cost

Office equipment at cost

Accumulated depreciation

property, plant, and equipment

Total property, plant, and equipment

expense for the years ended June 30, 2020 and 2019 were $2,473 and $2,306, respectively

7 unchanged sentences

at June 30, 2020 and 2019 is $30,639 and $31,164, respectively.

The Company plans to repay the notes as its cash resources allow.

The Company plans to repay the advances as its cash resources

(see Note 10)

LOANS AND NOTES PAYABLE

3 unchanged sentences

no interest and are all payable on demand.

The Company did not repay any amount on these loans during the fiscal year ended June

The Company did not repay any amount on these loans during the years ended June 30,

2020 and 2019, respectively.

(See Note 10)

CONVERTIBLE NOTES

Company’s convertible notes outstanding at June 30, 2020 and 2019 were as follows:

notes and debenture

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Financing Agreements

Securities Purchase Agreement and Debenture

October 28, 2015, the Company entered into a securities purchase agreement with Delafield Investments Limited (the “Purchaser”

or “Delafield”), whereby the Purchaser purchased a $4,000,000 5% convertible debenture in the principal amount of

$4,350,000 from the Company.

Additionally, Delafield received 4-year warrants to purchase an aggregate of 104,762 shares of the

Company’s common stock with an exercise price of $1,500 per share.

As of June 30, 2017, the principal balance of

the convertible debenture was $720,271 and the related derivative liability associated with the convertible debenture was $252,303.

During the year ended June 30, 2018, the Company converted $380,090 in principal and $8,250 in accrued interest under the debenture

into shares of the Company’s common stock (see Note 8 –

Stockholders’

On January 2, 2018, the Company

repaid the remaining principal balance of $340,181, the derivative liability was revalued, and the Company recorded $199,339 gain

on the extinguishment of debt.

September 13, 2016, the Company entered into an Additional Issuance Agreement (“Additional Debenture”) with the Purchaser

whereby the Purchaser loaned an additional $150,000 to the Company in exchange for a 5% Original Issue Discount Senior Secured

Convertible Debenture of the Company in the principal amount of $165,000.

As of June 30, 2017, the Company recorded accrued interest

of $8,250 and had a principal balance of $165,000 outstanding under the Additional Debenture.

Additional at June 30, 2017, the

derivative liability related to the Additional Debenture was $54,727.

At June 30, 2018, all $165,000 in outstanding principal

under the Additional Debenture along with $8,250 of accrued interest was fully converted into shares of the Company’s common

stock (see Note 8 –

Stockholders’

2016 Letter Agreement

December 2, 2016, the Company entered into a Letter Agreement with the Purchaser pursuant to which the parties agreed to cancel

the warrants to purchase up to 960,000 shares of the Company’s common stock issued to the Purchaser as of such date in exchange

for an 8% convertible redeemable promissory note in the principal amount of $150,000.

As of June 30, 2017, the Company recorded

accrued interest of $6,937 and had a principal balance of $150,000 outstanding.

On January 2, 2018, the Company repaid the remaining

principal balance of $150,000 and accrued interest of $16,899.

In connection with the Letter Agreement, the Company issued the

Purchaser a 2-year common stock purchase warrants to purchase 208 shares of Company’s common stock at an exercise price

of $6,250 per share.

June 30, 2020

June 30, 2019

Convertible notes and debenture

Unamortized discounts

Accrued interest

Convertible notes, net

Equities Financing Agreements

6 unchanged sentences

The December 12 Note

Receivable is due December 12, 2017, unless certain conditions are not met, in which case both the December 12 Eagle Back-End

Receivable was due on December 12, 2017, unless certain conditions were not met, in which case both the December 12 Eagle Back-End

Note and the December 12 Note Receivable may both be cancelled.

Both the December 12 Note and the December 12 Eagle Back-End Note

have a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under both the December 12 Note and the December 12 Eagle Back-End Note

are convertible into the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the

common stock for the ten trading days prior to the conversion, subject to adjustment in certain events.

On April 11, 2017, the

Company received payment of the December 12 Note Receivable in the amount of $100,000 that offset the December Eagle Back-End

Proceeds from the Note Receivable of $5,000 were paid directly to legal fees resulting in net cash proceeds of $95,000 received

by the Company.

As a result, the December 12 Eagle Back-End Note is now convertible.

The December 12 Note and the December 12

Eagle Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $66,667

as each of the notes were funded.

As of June 30, 2018, the outstanding principal under the December 12 Note along with $8,296

of accrued interest was fully converted into shares of the Company’s common stock.

As of June 30, 2019, the outstanding

balance of $100,000 under the December 12 Eagle Back-End Note along with $13,144 of accrued interest was fully converted (see

Note 8 –

had a maturity date one year from the date of issuance upon which any outstanding principal and interest is due and payable.

outstanding principal amounts plus accrued interest under both the December 12 Note and the December 12 Eagle Back-End Note were

convertible into the Company’s common stock at a conversion price equal to 60% of the lowest closing bid price of the common

stock for the ten trading days prior to the conversion, subject to adjustment in certain events.

On April 11, 2017, the Company

received payment of the December 12 Note Receivable in the amount of $100,000 that offset the December Eagle Back-End Note.

from the Note Receivable of $5,000 were paid directly to legal fees resulting in net cash proceeds of $95,000 received by the

As a result, the December 12 Eagle Back-End Note then became convertible.

The December 12 Note and the December 12 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $66,667 as

each of the notes were funded.

As of June 30, 2018, the outstanding principal under the December 12 Note along with $8,296 of

accrued interest was fully converted into shares of the Company’s common stock.

As of June 30, 2019, the outstanding balance

of $100,000 under the December 12 Eagle Back-End Note along with $13,144 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding

balance as of June 30, 2019.

BIOPHARMA, INC.

3 unchanged sentences

27, 2017 Securities Purchase Agreement

December 21, 2016, the Company entered into a Securities Purchase Agreement with Eagle Equities pursuant to which Eagle Equities

purchased two 8% convertible redeemable junior subordinated promissory notes, each in the principal amount of $157,500.

note (the “December 21 Eagle Note”) was funded with cash and the second note (the “December 21 Eagle Back-End

Note”) was initially paid for by an offsetting promissory note issued by Eagle Equities to the Company (the “December

21 Eagle Note Receivable”).

The terms of the December 21 Eagle Back-End Note require cash funding prior to any conversion

The December 21 Eagle Note Receivable was due December 21, 2017, unless certain conditions were not met, in which

case both the December 21 Eagle Back-End Note and the December 21 Eagle Note Receivable may have both been cancelled.

December 21 Eagle Note and the December 21 Eagle Back-End Note had a maturity date one year from the date of issuance upon which

any outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under both

the December 21 Eagle Note and the December 21 Eagle Back-End Note were convertible into shares of the Company’s common

stock at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to

the conversion, subject to adjustment in certain events.

On May 4, 2017, the Company received payment of the December 21 Eagle

Note Receivable in the amount of $157,500 that offset the December 21 Eagle Back-End Note.

Proceeds from the December 21 Eagle

Note Receivable of $7,500 were paid directly to legal fees resulting in net cash proceeds of $150,000 received by the Company.

As a result, the December 21 Eagle Back-End Note then became convertible.

The December 21 Eagle Note and the December 21 Eagle

Back-End Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $105,000 as

each of the notes were funded.

As of June 30, 2018, the outstanding principal under the December 21 Eagle Note and the December

21 Eagle Back-End Note along with $7,773 and $5,656, respectively, of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) and the repayments resulted in a full reduction of the put premiums.

27, 2017 Securities Purchase Agreement

January 27, 2017, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC, pursuant to which Eagle Equities

4 unchanged sentences

The terms of the January 2017 Eagle Back-End Note require cash funding prior to any conversion

The January 2017 Eagle Note Receivable is due September 27, 2017, unless certain conditions are not met, in which

The January 2017 Eagle Note Receivable was due September 27, 2017, unless certain conditions were not met, in which

case both the January 2017 Eagle Back-End Note and the January 2017 Eagle Note Receivable may both be cancelled.

Both the January

2017 Eagle Note and the January 2017 Eagle Back-End Note have a maturity date one year from the date of issuance upon which any

2017 Eagle Note and the January 2017 Eagle Back-End Note had a maturity date one year from the date of issuance upon which any

outstanding principal and interest is due and payable.

5 unchanged sentences

the amount of $40,000 and on June 3, 2017 the balance of $190,000 was funded, of which $11,250 was paid directly to legal fees.

As a result, the January 2017 Eagle Back-End Note is now convertible.

The January 2017 Eagle Note and the January 2017 Eagle Back-End

Note are treated as stock settled debt under ASC 480 and accordingly the Company is recording a put premium of $153,333 as each

of the notes were funded.

As a result, the January 2017 Eagle Back-End Note then became convertible.

The January 2017 Eagle Note and the January 2017 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company is recording a put premium of $153,333

as each of the notes were funded.

As of June 30, 2018, the outstanding principal under the January 2017 Eagle Note along with

$14,988 of accrued interest was fully converted.

As of June 30, 2019, the outstanding balance of $230,000 under the January 2017 Eagle

Back-End Note along with $33,356 of accrued interest was fully converted (see Note 8 –

As of June 30, 2019, the outstanding balance of $230,000 under the January 2017

Eagle Back-End Note along with $33,356 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting

in full repayment of the note and a full reduction of the put premium.

resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30,

1, 2017 Securities Purchase Agreement

8 unchanged sentences

The outstanding principal amounts plus accrued interest under both

the March 2017 Eagle Note and the March 2017 Eagle Back-End Note are convertible into shares of common stock, of the Company at

a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion,

the March 2017 Eagle Note and the March 2017 Eagle Back-End Note were convertible into shares of common stock, of the Company

at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion,

subject to adjustment in certain events.

4 unchanged sentences

As a result, the

March 2017 Eagle Back-End Note is now convertible.

The March 2017 Eagle Note and the March 2017 Eagle Back-End Note are treated

as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $147,000 as each of the notes were funded.

As of June 30, 2018, the outstanding principal balance under the March 2017 Eagle Note along with $20,061 of accrued interest

was fully converted.

As of June 30, 2019, the outstanding balance of $220,500 under the March 2017 Back-End Note along with $19,526

of accrued interest was fully converted (see Note 8 –

March 2017 Eagle Back-End Note then became convertible.

The March 2017 Eagle Note and the March 2017 Eagle Back-End Note were

treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $147,000 as each of the notes

As of June 30, 2018, the outstanding principal balance under the March 2017 Eagle Note along with $20,061 of accrued

interest was fully converted.

As of June 30, 2019, the outstanding balance of $220,500 under the March 2017 Back-End Note along

with $19,526 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in a full reduction of the

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Deficit) resulting in a full reduction

of the put premium.

There was no outstanding balance as of June 30, 2019.

9, 2017 Securities Purchase Agreement

6 unchanged sentences

to any conversion thereunder.

The August 2017 Eagle Note Receivable is due August 8, 2018, unless certain conditions are not met,

in which case both the August 2017 Eagle Back-End Note and the August 2017 Eagle Note Receivable may both be cancelled.

August 2017 Eagle Note and the August 2017 Eagle Back-End Note have a maturity date one year from the date of issuance upon which

any outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under both

the August 2017 Eagle Note and the August 2017 Eagle Back-End Note are convertible into common stock of the Company at a conversion

price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion, subject

to adjustment in certain events.

The August 2017 Eagle Note Receivable was due August 8, 2018, unless certain conditions were not

met, in which case both the August 2017 Eagle Back-End Note and the August 2017 Eagle Note Receivable may both be cancelled.

the August 2017 Eagle Note and the August 2017 Eagle Back-End Note had a maturity date one year from the date of issuance upon

which any outstanding principal and interest is due and payable.

The outstanding principal amounts plus accrued interest under

both the August 2017 Eagle Note and the August 2017 Eagle Back-End Note were convertible into common stock of the Company at a

conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior to the conversion,

subject to adjustment in certain events.

On September 14, 2017, the Company received payment of the August 2017 Eagle Note Receivable

3 unchanged sentences

As a result, the

August 2017 Eagle Back-End Note is now convertible.

The August 2017 Eagle Note and the August 2017 Eagle Back-End Note are treated

as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of the notes were funded.

August 2017 Eagle Back-End Note then became convertible.

The August 2017 Eagle Note and the August 2017 Eagle Back-End Note were

treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of the notes

As of June 30, 2018 $120,000 of principal under the August 2017 Eagle Note along with $5,273 in interest was converted.

June 30, 2019, the remaining outstanding balance of $80,000 under the August 2017 Eagle Note along with $6,850 of accrued interest

was fully converted (see Note 8 –

As of June 30, 2019, the remaining outstanding balance of $80,000 under the August 2017 Eagle Note along with $6,850 of accrued

interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note and a full reduction

of the put premium.

As of June 30, 2019, the remaining outstanding principal balance of $200,000 under the August 2017 Eagle Back-Note

along with $30,568 of accrued interest was fully converted (see Note 8 –

Deficit) resulting in full repayment of the note and a full

reduction of the put premium.

As of June 30, 2019, the remaining outstanding principal balance of $200,000 under the August 2017

Eagle Back-Note along with $30,568 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full

repayment of the note and a full reduction of the put premium.

The Company is currently in discussions with Eagle Equities to

extend the maturity date.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

Deficit) resulting

in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

25, 2017 Securities Purchase Agreement

7 unchanged sentences

prior to any conversion thereunder.

The October 2017 Eagle Note Receivable is due June 25, 2018, unless certain conditions are

The October 2017 Eagle Note Receivable was due June 25, 2018, unless certain conditions were

not met, in which case both the October 2017 Eagle Back-End Note and the October 2017 Eagle Note Receivable may both be cancelled.

Both the October 2017 Eagle Note and the October 2017 Eagle Back-End Note have a maturity date one year from the date of issuance

Both the October 2017 Eagle Note and the October 2017 Eagle Back-End Note had a maturity date one year from the date of issuance

upon which any outstanding principal and interest is due and payable.

The amounts cash funded plus accrued interest under both

the October 2017 Eagle Note and the October 2017 Eagle Back-End Note are convertible into common stock, par value $0.001 of the

the October 2017 Eagle Note and the October 2017 Eagle Back-End Note were convertible into common stock, par value $0.001 of the

Company at a conversion price equal to 60% of the lowest closing bid price of the common stock for the ten trading days prior

4 unchanged sentences

Eagle Note Receivable of $10,000 were paid directly to legal fees resulting in net cash proceeds of $190,000 received by the Company.

As a result, the October 2017 Eagle Back-End Note is now convertible.

The October 2017 Eagle Note and the October 2017 Eagle Back-End

Note are treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333 as each of

the notes were funded.

As of June 30, 2019, the outstanding principal balance under the October 2017 Eagle Note along with $14,653

of accrued interest was fully converted (see Note 8 –

As a result, the October 2017 Eagle Back-End Note then became convertible.

The October 2017 Eagle Note and the October 2017 Eagle

Back-End Note were treated as stock settled debt under ASC 480 and accordingly the Company recorded a put premium of $133,333

as each of the notes were funded.

As of June 30, 2019, the outstanding principal balance under the October 2017 Eagle Note along

with $14,653 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of the note

and a full reduction of the put premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Deficit) resulting in full repayment

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

29, 2017 Securities Purchase Agreement

4 unchanged sentences

The transactions closed on January

December 2017 Eagle Note contains an original issue discount of $25,354 such that the purchase price was $507,081.

December 2017 Eagle Note contained an original issue discount of $25,354 such that the purchase price was $507,081.

date of the December 2017 Eagle Note was December 29, 2018.

The December 2017 Eagle Note bears interest at a rate of 8% per annum,

which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a

notice of conversion by the Company from Eagle Equities at any time.

The Company has recorded $20,065 of accrued interest for

the December 2017 Eagle Note and total principal outstanding as of June 30, 2019 under the December 2017 Eagle Note was $171,965

The Company was in discussions with Eagle Equities to extend the maturity

The December 2017 Eagle Note bore interest at a rate of 8% per annum, which interest were to be paid by the Company to Eagle

Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities

The Company recorded $20,065 of accrued interest

for the December 2017 Eagle Note and total principal outstanding as of June 30, 2019 under the December 2017 Eagle Note was $171,965

following conversion of $360,470 of principal and $43,535 of accrued interest during the fiscal year ended June 30, 2019.

Company is currently in discussions with Eagle Equities to extend the maturity date.

Equities has the option to convert all or any amount of the principal face amount of the December 2017 Eagle Note, at any time,

Company recorded $0 of accrued interest for the December 2017 Eagle Note and total principal outstanding as of June 30, 2020 under

the December 2017 Eagle Note was $0 following conversion of the remaining principal $171,965 and $24,751 of accrued

interest during the fiscal year to June 30, 2020.

Accordingly, there was no outstanding balance as of June 30, 2020.

Equities had the option to convert all or any amount of the principal face amount of the December 2017 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

1 unchanged sentence

of conversion from Eagle Equities.

The note is treated as stock settled debt under ASC 480 and accordingly the Company recorded

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded

a $354,956 put premium of which $240,313 was released to additional paid in capital following conversion of $360,470 of principal

during the fiscal year to June 30, 2019.

during the fiscal year to June 30, 2019, and a further $114,643 was released to additional paid in capital following conversion

of the remaining principal of $171,965 during the fiscal year to June 30, 2020.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

Additionally, upon

an event of default, both notes will accrue interest at a default interest rate of 24% per annum or the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

14, 2018 Securities Purchase Agreement

7 unchanged sentences

payment due under the June 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the June 2018 Eagle Note is June 14, 2019.

maturity date of the June 2018 Eagle Note was on June 14, 2019.

The June 2018 Eagle Note bears interest at a rate of 8% per annum,

1 unchanged sentence

notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the June 2018 Eagle Note.

of June 30, 2019, the remaining outstanding principal balance of $105,000 under the June 14, 2018 Eagle Equities Note along with

$6,674 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of

the note and a full reduction of the put premium.

Additionally,

Eagle Equities has the option to convert all or any amount of the principal face amount of the June 2018 Eagle Note, at any time,

Eagle Equities had the option to convert all or any amount of the principal face amount of the June 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

10 unchanged sentences

and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The June 2018 Eagle Note is treated

as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put premium which was released to additional

paid in capital upon conversion of the note as discussed above.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

The June 2018 Eagle Note was

treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put premium which was released to

additional paid in capital upon conversion of the note as discussed above.

an event of default, principal and accrued interest will become immediately payable under the note.

3 unchanged sentences

of default may trigger penalty and liquidated damage provisions.

payments or conversions occurred in fiscal 2018.

of June 30, 2019, the remaining outstanding principal balance of $105,000 under the June 14, 2018 Eagle Equities Note along with

$6,674 of accrued interest was fully converted (see Note 8 –

Stockholders’

Deficit) resulting in full repayment of

the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

13, 2018 Securities Purchase Agreement

5 unchanged sentences

and on July 19, 2018 the Company received proceeds of $71,250 as $3,750 was paid directly to legal fees.

maturity date of the July 2018 Eagle Note is July 13, 2019.

maturity date of the July 2018 Eagle Note was July 13, 2019.

The July 2018 Eagle Note bears interest at a rate of 8% per annum,

2 unchanged sentences

Additionally,

Eagle Equities has the option to convert all or any amount of the principal face amount of the July 2018 Eagle Note, at any time,

Eagle Equities had the option to convert all or any amount of the principal face amount of the July 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

4 unchanged sentences

outstanding shares of the Company’s common stock.

The July 2018 Eagle Note is treated as stock settled debt under ASC 480

and accordingly, the Company recorded a $50,000 put premium.

The Company has recorded $5,786 of accrued interest and the total

principal outstanding under the July 2018 Eagle Note was $75,000 as of June 30, 2019.

The Company had the right to prepay the

July 2018 Eagle Note with certain penalties until January 9, 2019.

The July 2018 Eagle Note was treated as stock settled debt under ASC 480

and accordingly, the Company recorded a $50,000 put premium of which $50,000 was released in fiscal 2020 to additional paid in

capital following the full conversion of the note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Company recorded $5,786 of accrued interest and the total principal outstanding under the July 2018 Eagle Note was $75,000 as

of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the July 2018 Eagle Note

was $0 as of June 30, 2020 following conversion of $75,000 of principal and $9,300 of accrued interest during the fiscal year

ended June 30, 2020.

The Company had the right to prepay the July 2018 Eagle Note with certain penalties until January 9, 2019.

No prepayment was made as of such date.

As a result, the July

2018 Eagle Note is now convertible.

As a result, the July 2018 Eagle Note was convertible.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

3 unchanged sentences

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

29, 2018 Securities Purchase Agreement

4 unchanged sentences

The transactions contemplated

by the agreement closed on August 30, 2018 the Company received proceeds of $100,000 as $5,000 was paid directly to legal fees.

maturity date of the August 29, 2018 Eagle Note is August 2019.

The August 2018 Eagle Note bears interest at a rate of 8% per

annum, which interest shall be paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt

of a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle

by the agreement closed on August 30, 2018.

maturity date of the August 29, 2018 Eagle Note was August 29, 2019.

The Company is currently in discussions with Eagle Equities

to extend the maturity date.

The August 2018 Eagle Note bears interest at a rate of 8% per annum, which interest shall be paid

by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of a notice of conversion by the Company

from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle Note.

Additionally,

11 unchanged sentences

shares of the Company’s common stock.

The August 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly,

the Company recorded a $70,000 put premium.

The Company has recorded $7,042 of accrued interest and the total principal outstanding

under the August 2018 Eagle Note was $105,000 as of June 30, 2019.The Company had the right to prepay the August 2018 Eagle Note

with certain penalties until February 25, 2019.

The Company had the right to prepay the August 2018 Eagle Note with certain penalties

until February 25, 2019.

No prepayment was made as of such date.

As a result, the August 2018 Eagle Note

is now convertible.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

As a result, the August 2018 Eagle Note then became convertible.

The August 2018 Eagle Note is treated as stock settled debt under ASC 480 and accordingly, the Company recorded a $70,000 put

premium of which $17,000 was released to additional paid in capital following conversion of principal during the fiscal year to

June 30, 2020.

Company recorded $7,042 of accrued interest and the total principal outstanding under the August 2018 Eagle Note was $105,000

as of June 30, 2019.The Company recorded $11,663 of accrued interest and the total principal outstanding under the August 2018

Eagle Note was $79,500 as of June 30, 2020 following conversion of $25,500 of principal and $3,788 of accrued interest during

the fiscal year ended June 30, 2020.

an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum or at the

1 unchanged sentence

Further, certain events of default may trigger penalty and liquidated damage provisions.

2020, Eagle Equities agreed to waive the 24% default interest on this note, however, the note is currently past due.

2, 2018 Securities Purchase Agreement

7 unchanged sentences

$10,000 from the principal payment due under the October 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the October 2018 Eagle Note is October 2, 2019.

The October 2018 Eagle Note shall bear interest at a rate of

maturity date of the October 2018 Eagle Note was October 2, 2019.

The October 2018 Eagle Note shall bore interest at a rate of

8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice

of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the October 2018 Eagle Note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Additionally,

Eagle Equities has the option to convert all or any amount of the principal amount of the October 2018 Eagle Note, at any time,

Eagle Equities had the option to convert all or any amount of the principal amount of the October 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 60% of the lowest closing bid price of the Company’s

4 unchanged sentences

outstanding shares of the Company’s common stock.

The October 2, 2018 Eagle Note is treated as stock settled debt under

ASC 480 and accordingly, the Company recorded a $140,000 put premium.

The Company has recorded $12,473 of accrued interest and

the total principal outstanding under the October 2018 Eagle Note was $210,000 as of June 30, 2019.

The Company had the right

to prepay the October 2018 Eagle Note with certain penalties until March 31, 2019.

No prepayment has been made as of such date.

As a result, the October 2018 Eagle Note is now convertible.

No prepayment was made as of such date.

As a result, the October 2018

Eagle Note then became convertible.

The October 2, 2018 Eagle Note was treated as stock settled debt under ASC 480 and accordingly,

the Company recorded a $140,000 put premium of which $140,000 was released to additional paid in capital following conversion

of principal during the year ended June 30, 2020.

Company recorded $12,473 of accrued interest and the total principal outstanding under the October 2018 Eagle Note was $210,000

as of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the October 2018 Eagle

Note was $0 as of June 30, 2020 following conversion of $210,000 of principal and $25,725 of accrued interest during the year

ended June 30, 2020.

The Company had the right to prepay the October 2018 Eagle Note with certain penalties until March 31, 2019.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

3 unchanged sentences

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

30, 2018 Securities Purchase Agreement

7 unchanged sentences

$5,000 from the principal payment due under the November 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

maturity date of the November 2018 Eagle Note is November 30, 2019.

The November 2018 Eagle Note shall bear interest at a rate

of 8% per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice

of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the November 2018 Eagle Note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

maturity date of the November 2018 Eagle Note was November 30, 2019.

The November 2018 Eagle Note bore interest at a rate of 8%

per annum, which interest shall be paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of

conversion by the Company from Eagle Equities at any time after the six-month anniversary of the November 2018 Eagle Note.

Additionally,

Eagle Equities has the option to convert all or any amount of the principal amount of the November 2018 Eagle Note, at any time,

Eagle Equities had the option to convert all or any amount of the principal amount of the November 2018 Eagle Note, at any time,

for shares of the Company’s common stock at a price equal to 61% of the lowest closing bid price (the “Closing Bid

11 unchanged sentences

exceeds 4.99% of the outstanding shares of the Company’s common stock.

The November 2018 Eagle Note is treated as stock

settled debt under ASC 480 and accordingly, the Company recorded a $67,131 put premium.

The Company has recorded $4,879 of accrued

interest and the total principal outstanding under the November 2018 Eagle Note was $105,000 as of June 30, 2019.

2018 Eagle Note may be prepaid with certain penalties by the Company until May 29, 2019.

No prepayment has been made as of June

The November 2018 Eagle Note was treated as stock

settled debt under ASC 480 and accordingly, the Company recorded a $67,131 put premium of which $67,131 was released to additional

paid in capital following conversion of principal during the year ended June 30, 2020.

Company recorded $4,879 of accrued interest and the total principal outstanding under the November 2018 Eagle Note was $105,000

as of June 30, 2019.

The Company recorded $0 of accrued interest and the total principal outstanding under the November 2018 Eagle

Note was $0 as of June 30, 2020 following conversion of $105,000 of principal and $12,832 of accrued interest during the year

ended June 30, 2020.

The November 2018 Eagle Note may be prepaid with certain penalties by the Company until May 29, 2019.

prepayment was made as of such date.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

3 unchanged sentences

Further, certain events of default may trigger penalty and liquidated damage provisions.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note.

24, 2018 Securities Purchase Agreement

9 unchanged sentences

such note became convertible.

maturity date of the December 2018 Eagle Note is December 24, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the December 2018 Eagle Note was December 24, 2019.

The December 2018 Eagle Note shall bear interest at a rate

18 unchanged sentences

settled debt under ASC 480 and accordingly, the Company recorded an $80,557 put premium.

The Company has recorded $5,220 of accrued

interest and the total principal outstanding under the November 2018 Eagle Note was $126,000 as of June 30, 2019.

2018 Eagle Note may be prepaid with certain penalties until June 22, 2019.

No prepayment has been made as of June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Company recorded $5,220 of accrued interest and the total principal outstanding under the November 2018 Eagle Note was $126,000

as of June 30, 2019.

The Company has recorded $15,327 of accrued interest and the total principal outstanding under the November

2018 Eagle Note was $126,000 as of June 30, 2020.

The December 2018 Eagle Note may be prepaid with certain penalties until June

No prepayment was made as of such date.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

3 unchanged sentences

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Eagle Equities financing agreements, specifically the August 9, 2017, December

29, 2017, the July 13, 2018, the August 29, 2018, the October 2, 2018, the November 30, 2018 and the December 24, 2018 agreements

was $792,965 and accrued interest totaled $55,675 as of June 30, 2019 and $1,867,935 and accrued interest totaled $107,726 as

of June 30, 2018.

In April 2020, Eagle

Equities agreed to waive the 24% default interest on this note, however, the note is currently past due.

total principal amount outstanding under the above Eagle Equities financing agreements, specifically the December 12, 2016, the

January 27, 2017, the March 1, 2017, the October 25, 2017, the August 9, 2017, the December 29, 2017, the June 14, 2018, the July

13, 2018, the August 29, 2018, the October 2, 2018, the November 30, 2018 and the December 24, 2018 agreements was $792,965 and

accrued interest totaled $55,675 as of June 30, 2019.

The total principal amount outstanding under the above Eagle Equities financing

agreements, specifically the August 29, 2018 and the December 24, 2018 agreements was $205,500 as of June 30, 2020 and accrued

interest totaled $26,990.

Capital Financing Agreements

24, 2017 Securities Purchase Agreement

May 26, 2017, the Company entered into a Securities Purchase Agreement with GS Capital Partners, LLC (“GS Capital”),

dated as of May 17, 2017, pursuant to which GS Capital purchased an 8% convertible redeemable junior subordinated promissory note

of the Company in the principal amount of $160,000.

The note matured on May 26, 2018, upon which any outstanding principal and

interest is due and payable.

The note may be prepaid with certain penalties within 180 days of issuance.

The amounts funded plus

accrued interest are convertible at any time after 180 days into common stock at a conversion price equal to 62% of the lowest

closing bid price of the Company’s common stock for the ten trading days prior to the conversion, including the date upon

which the conversion notice was received by the Company, subject to adjustment in certain events.

The note is treated as stock

settled debt under ASC 480 and accordingly the Company recorded a $98,065 put premium.

As of June 30, 2018, the outstanding principal

under the note along with $7,499 of accrued interest was fully converted (see Note 8 –

Stockholders’

the repayment resulted in a full reduction of the put premium.

24, 2017 Securities Purchase Agreement

July 24, 2017, the Company entered into a Securities Purchase Agreement with GS Capital, pursuant to which GS Capital purchased

29 unchanged sentences

resulting in full repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30,

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

21, 2017 Securities Purchase Agreement

21 unchanged sentences

the Company recorded a $98,065 put premium as each of the notes was funded.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

of June 30, 2018, $30,000 of principal under the September 2017 GS Note along with $1,289 in interest was converted.

9 unchanged sentences

repayment of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

23, 2018 Securities Purchase Agreement

31 unchanged sentences

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

13, 2018 Securities Purchase Agreement

33 unchanged sentences

of the note and a full reduction of the put premium.

There was no outstanding balance as of June 30, 2019.

2, 2018 Securities Purchase Agreement

4 unchanged sentences

After payment of certain legal fees and expenses, net proceeds to the Company from the October 2018 GS Note totaled $100,700.

The purchase price of $106,000 of the second note (the “October 2018 GS Back End Note”) was initially paid for by

GS Capital issuing to the Company an offsetting $106,000 collateralized secured note (the “October 2018 GS Secured Note”).

The terms of the October 2018 GS Back End Note require cash funding prior to any conversion thereunder, and such cash funding

shall occur on or before June 2, 2019.

the October 2018 GS Note and the October 2018 GS Back End Note, which was funded on February 27, 2019, mature on October 2, 2019,

The purchase price of $106,000 of the second note (the “October 2, 2018 GS Back End Note”) was initially paid for

by GS Capital issuing to the Company an offsetting $106,000 collateralized secured note (the “October 2, 2018 GS Secured

Note”).

The terms of the October 2018 GS Back End Note require cash funding prior to any conversion thereunder, and such

cash funding shall occur on or before June 2, 2019.

the October 2, 2018 GS Note and the October 2, 2018 GS Back End Note, which was funded on February 27, 2019, matured on October

2, 2019, upon which any outstanding principal and interest thereon is due and payable.

The amounts cash funded plus accrued interest under

both the October 2018 GS Note and the October 2018 GS Back End Note are convertibles into shares of the Company’s common

stock, at any time after April 2, 2019, at a conversion price for each share of common stock equal to 61% of the lowest closing

bid price of the Company’s common stock for the ten prior trading days including the day upon which a notice of conversion

is received by the Company from GS Capital, subject to adjustment in certain events.

GS Capital shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by GS Capital

and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The October 2018 GS Note and

the October 2018 GS Back End Note are treated as stock settled debt under ASC 480 and accordingly, the Company recorded a total

$67,771 put premium for each note.

The amounts cash funded plus accrued interest

under both the October 2018 GS Note and the October 2018 GS Back End Note are convertibles into shares of the Company’s

common stock, at any time after April 2, 2019, at a conversion price for each share of common stock equal to 61% of the lowest

closing bid price of the Company’s common stock for the ten prior trading days including the day upon which a notice of

conversion is received by the Company from GS Capital, subject to adjustment in certain events.

GS Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GS Capital and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

The October 2018

GS Note and the October 2018 GS Back End Note are treated as stock settled debt under ASC 480 and accordingly, the Company recorded

a total $67,771 put premium for each note of which $44,690 was released in respect of the October 2018 GS Note in the fiscal year

ended June 30, 2019, and a further $22,901 was released during the year ended June 30, 2020 following full conversion of the October

2018 GS Note resulting from conversion of the remaining principal balance of $35,820 and $2,434 in accrued interest.

the put premium was released in respect of the October 2018 GS Back-End Note during the year ended June 30, 2020 following conversion

$106,000 of the principal balance.

total principal amount outstanding under the October 2018 GS Note, was $35,820 and accrued interest thereunder totaled $8,531

as of June 30, 2019 and was fully converted during the year ended June 30, 2020 with $3,601 of accrued interest remaining as of

June 30, 2020 (see Note 8 –

Stockholders’

maturity date of the October 2, 2018 GS Back-Note was October 2019.

The total principal balance under the October 2018 GS Back-End

Note, was $106,000 and accrued interest thereunder totaled $5,715 as of June 30, 2019 and the principal balance was $0 and accrued

interest totaled $2,658 as of June 30, 2020 (see Note 8 –

Stockholders’

October 2, 2018 GS Notes contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

BIOPHARMA, INC.

2 unchanged sentences

30, 2020 and 2019

October 2018 GS Notes contain certain events of default, upon which principal and accrued interest will become immediately due

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate

of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

22, 2020 GS Capital Securities Purchase Agreements

January 22, 2020, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

a convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount

of $58,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of GS Capital any time after the six month anniversary of the January 22, 2020 GS Capital Note.

The January 22, 2020 GS Note contains

an original discount of $3,500.

The transactions contemplated by the GS Capital Securities Purchase Agreement closed on January

Pursuant to the terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $2,500 from the principal

payment due under the January 22, 2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash

proceeds of $52,000 on January 28, 2020.

The Company intends to use the net proceeds from the January 22, 2020 GW Note for general

working capital purposes.

maturity date of the January 22, 2020 GS Capital is January 22, 2021.

The January 22, 2020 GS Capital Note bears interest at a

rate of 10% per annum, which interest may be paid by the Company to GS Capital in shares of the Company’s common stock;

but shall not be payable until the January 22, 2020 GS Capital Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

GS Capital has the option to convert all or any amount of the principal face amount of the January 22, 2020 GS Capital Note at

any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 112% and 130% of an amount equal to the then outstanding principal amount of the

January 22, 2020 GS Capital Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the January 22, 2020 GS Capital Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GS Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GS Capital and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the GS Capital to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $38,667 put premium which was expensed in fiscal 2020.

January 22, 2020 GS Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above GS Capital financing agreements, specifically the October 2, 2018 agreements,

was $141,820 and accrued interest thereunder totaled $14,247 as of June 30, 2019 and was $687,000 and accrued interest thereunder

totaled $19,877 as of June 30, 2018.

2016 Consulting Agreement

November 18, 2016 (the “Effective Date”), the Company entered into a consulting agreement with a certain consultant

(the “Consultant”) for strategic and business advisory services.

As compensation for services rendered, the Company

issued Consultant two fully earned $250,000 convertible junior subordinated promissory notes.

Both notes have a two-year maturity

date and interest of 10% per annum.

Both notes are junior and subordinate in all respects to the existing debt of the Company.

These notes may not be prepaid without the written consent of the Consultant.

Company issued the first $250,000 convertible note on November 18, 2016.

This note is convertible at a conversion price of the

lesser of $1,250 or 65% of the average of the three lowest 10 trading days prior to the conversion.

An aggregate total of $255,757

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

During the year

ended June 30, 2017, $27,500 of principal and accrued interest of $1,664 was converted into shares of the Company’s common

As of June 30, 2018, the outstanding principal balance of the note along with $19,639 of accrued interest was converted

into shares of the Company’s common stock (See Note 8 –

Stockholders’

Company issued the second $250,000 convertible note on February 16, 2017.

This note is convertible at a conversion price of the

lesser of $1,250 or 65% of the average of the three lowest 10 trading days prior to the conversion.

An aggregate total of $409,416

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

total principal amount outstanding under the above GS Capital financing agreement, specifically the July 24, 2017, the September

21, 2017, the March 23, 2018, the April 13, 2018, and the October 2, 2018 agreements was $141,820 and accrued interest totaled

$14,247 as of June 30, 2019.

2018, the outstanding principal balance of the note along with $31,021 of accrued interest was converted into shares of the Company’s

common stock (see Note 8 –

Stockholders’

The total principal amount outstanding under the above GS Capital financing agreement, specifically

the January 22, 2020 GS Note, was $58,000 and accrued interest of $2,542 as of June 30, 2020.

Note Issued with Consulting Agreement

10, 2017 Consulting Agreement

2 unchanged sentences

subordinated convertible note.

The note accrues interest at a rate of 10% per annum and is convertible into common stock at the

lesser of $750 or 65% of the three lowest trades in the ten trading days prior to the conversion.

The note was fully earned

upon signing the agreement and matures on August 10, 2019.

This note may not be prepaid without the written consent of the consultant.

The Company accrued $155,000 related to this expense at June 30, 2017 and recorded the remaining $155,000 related to this expense

in fiscal year 2018.

Upon an event of default, principal and accrued interest will become immediately due and payable under the

Additionally, upon an event of default the note would accrue interest at a default interest rate of 18% per annum or the

highest rate of interest permitted by law.

The consulting agreement had a three-month term and expired on August 16, 2017.

aggregate total of $578,212 of this note was bifurcated with the embedded conversion option recorded as a derivative liability

at fair value.

During the year ended June 30, 2018, the consultant converted $140,000 of principal and $10,764 of interest.

the fiscal year ended June 30, 2019, the consultant converted an additional $161,000 of principal and $19,418 of interest (see

Note 8 –

Stockholders’

Deficit), such that the remaining principal outstanding and accrued interest under this note

as of June 30, 2019 was $9,000 and $25,917, respectively.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and is currently past

due (see Note 9).The note accrues interest at a rate of 10% per annum and is convertible into common stock at the lesser of $750

or 65% of the three lowest trades in the ten trading days prior to the conversion.

The note was fully earned upon signing the

agreement and matures on August 10, 2019.

The Company accrued $155,000 related to this expense at June 30, 2017 and recorded the

remaining $155,000 related to this expense in fiscal year 2018.

Upon an event of default, principal and accrued interest will

become immediately due and payable under the note.

Additionally, upon an event of default, at the election of the holder, the

note would accrue interest at a default interest rate of 18% per annum or the highest rate of interest permitted by law.

The consulting

agreement had a three-month term and expired on August 16, 2017.

An aggregate total of $578,212 of this note was bifurcated with

the embedded conversion option recorded as a derivative liability at fair value.

During the year ended June 30, 2018, the consultant

converted $140,000 of principal and $10,764 of interest.

During the year ended June 30, 2019, the consultant converted an additional

$161,000 of principal and $19,418 of interest leaving a principal balance owed of $9,000 at June 30, 2019.

During the year ended

June 30, 2020, the consultant converted an additional $500 of principal and $5,248 of interest such that the remaining principal

outstanding and accrued interest under this note as of June 30, 2020 was $8,500 and $22,168, respectively.

Up Lending Group Financing Agreements

8 unchanged sentences

fees resulting in net cash proceeds of $150,000.

maturity date of the January 2018 Power Up Note is January 22, 2019.

The January 2018 Power Up Note bears interest at a rate of

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the January 2018 Power Up Note was January 22, 2019.

The January 2018 Power Up Note bore interest at a rate of

8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not

3 unchanged sentences

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the January 2018 Power Up Note, starting

on July 21, 2018 and ending on the later of the maturity date and the date the Default Amount, which is an amount equal to 150%

of an amount equal to the then outstanding principal amount of the January 2018 Power Up Note plus any interest accrued, is paid

if an event of default occurs, for shares of the Company’s common stock at the then-applicable conversion price.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

conversion price for the January 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below)

If the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of

the Market Price (“Variable Conversion Price”) and $32.50.

In the event Market Price is less than $50.00,

the conversion price shall be the Variable Conversion Price.

As defined in the January 2018 Power Up Note, the “Market

shall be the average of the lowest three closing bid prices during the ten day trading period prior to and including

the day the Company receives a notice of conversion from Power Up on the electronic quotation system or applicable principal securities

exchange or trading market or, if no closing bid price of such security is available in any of the foregoing manners, the average

of the closing bid prices of any market makers for such security that are listed in the “pink sheets”

during the ten

prior trading days, including the day upon which the Company receives a notice of conversion from Power Up.

Notwithstanding the

foregoing, Power Up shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by Power Up and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s

common stock.

Power Up had the option to convert all or any amount of the principal face amount of the January 2018 Power Up Note, starting

on July 21, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the January 2018 Power Up Note

plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the January 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $50.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $32.50.

In the event Market Price is less than $50.00, the conversion price shall be the Variable

Conversion Price.

As defined in the January 2018 Power Up Note, the “Market Price”

shall be the average of the lowest

three closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

the fiscal year ended June 30, 2019, the outstanding principal balance of $153,000 along with $6,185 of accrued interest was converted

8 unchanged sentences

fees and $500 to Power Up for due diligence fees resulting in net cash proceeds of $50,000.

maturity date of the March 2018 Power Up Note is March 5, 2019.

The March 2018 Power Up Note shall bear interest at a rate of

8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not

be payable until the March 2018 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

An aggregate total of $65,231 of this note was bifurcated with the embedded conversion option recorded as a derivative liability

at fair value.

maturity date of the March 2018 Power Up Note was March 5, 2019.

The March 2018 Power Up Note bore interest at a rate of 8% per

annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not be payable

until the March 2018 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

total of $65,231 of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the March 2018 Power Up Note, starting on

September 1, 2018 and ending on the later of the maturity date and the date the Default Amount, which is an amount equal to 150%

of an amount equal to the then outstanding principal amount of the March 2018 Power Up Note plus any interest accrued, is paid

if an event of default occurs, for shares of the Company’s common stock at the then-applicable conversion price.

September 1, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the March 2018 Power Up Note

plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the March 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

19 unchanged sentences

The Company incurred a penalty in the amount of $20,362

as a result of the pre-payment.

as a result of the pre-payment which was reflected in interest expense, there was no outstanding balance as of June 30, 2019.

BIOPHARMA, INC.

16 unchanged sentences

Power Up had the option to convert all or any amount of the principal face amount of the May 2018 Power Up Note, starting on November

11, 2018 and ending on the later of the maturity date and the date the Default Amount, which is an amount equal to 150% of an

amount equal to the then outstanding principal amount of the May 2018 Power Up Note plus any interest accrued, is paid if an event

of default occurs, for shares of the Company’s common stock at the then-applicable conversion price.

11, 2018 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs, which

is an amount equal to 150% of an amount equal to the then outstanding principal amount of the May 2018 Power Up Note plus any

interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the May 2018 Power Up Note shall be $32.50, subject to certain Market Price (as defined below) adjustment.

19 unchanged sentences

The Company incurred a penalty in the amount of $20,715 as

a result of the pre-payment.

a result of the pre-payment which was charged to interest expense.

There was no outstanding balance as of June 30, 2019.

28, 2018 Securities Purchase Agreement

4 unchanged sentences

legal fees and $500 to Power Up for due diligence fees resulting in net cash proceeds of $50,000.

maturity date of the August 2018 Power Up Note is August 28, 2019 (the “Maturity Date”).

maturity date of the August 2018 Power Up Note was August 28, 2019 (the “Maturity Date”).

The August 2018 Power Up

Note bears interest at a rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s

Note bore interest at a rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s

common stock, but shall not be payable until the August 2018 Power Up Note becomes payable, whether at the Maturity Date or upon

acceleration or by prepayment, as described below.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Additionally,

19 unchanged sentences

Financial Instruments and Fair Value Measurements).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22% per annum.

6 unchanged sentences

The Company incurred a penalty in the amount

of $22,047 as a result of the pre-payment.

of $22,047 as a result of the pre-payment which was charged to interest expense.

There was no outstanding balance as of June 30,

3, 2019 Securities Purchase Agreement

July 3, 2019, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “July 3, 2019 Power Up Note”) from the Company

in the aggregate principal amount of $78,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on July 3, 2019 and the Company received payment on July 8, 2019

in the amount of $78,000, of which $2,500 was paid directly toward legal fees and $500 to Power Up for due diligence fees resulting

in net cash proceeds of $75,000.

maturity date of the July 3, 2019 Power Up Note was July 3, 2020.

The July 3, 2019, Power Up Note bore interest at a rate of 8%

per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall not

be payable until the July 3, 2019 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

Additionally,

Power Up had the option to convert all or any amount of the principal face amount of the July 3, 2019 Power Up Note, starting

on December 30, 2019 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default

occurs, which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the July 3, 2019 Power

Up Note plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the July 3, 2019 Power Up Note shall be $3.25, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.25.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the July 3, 2019 Power Up Note, the “Market Price”

shall be the average of the lowest three closing

bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion from Power

Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing bid price

of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for

such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $155,904

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

July 3, 2019 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the July 3, 2019 Power Up Note,

was $0 and accrued interest of $0 as of June 30, 2020 following conversion of $78,000 of the principal balance and $3,120 of accrued

interest during the year ended June 30, 2020 (see Note 8 - Stockholders’

26, 2019 Securities Purchase Agreement

November 26, 2019, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “November 26, 2019 Power Up Note”) from the

Company in the aggregate principal amount of $43,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on November 22, 2019 and the Company received payment on December

3, 2019 in the amount of $40,000, net of $2,500 paid directly toward legal fees and $500 to Power Up for due diligence fees.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the November 26, 2019 Power Up Note was November 26, 2020.

The November 26, 2019, Power Up Note bore interest

at a rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock,

but shall not be payable until the November 26, 2019 Power Up Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the November 26, 2019 Power Up Note, starting

on May 24, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 150% of an amount equal to the then outstanding principal amount of the November 26, 2019 Power Up

Note plus any interest accrued for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the November 26, 2019 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the November 26, 2019 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $52,222

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

November 26, 2019 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the November 26, 2019 Power Up Note,

was $0 and accrued interest of $0 as of June 30, 2020 following conversion of $43,000 of the principal balance and $1,720 of accrued

interest during the year ended June 30, 2020 (see Note 8 - Stockholders’

7, 2020 Power Up Lending Group Securities Purchase Agreement

January 7, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “January 7, 2020 Power Up Note”) from the

Company in the aggregate principal amount of $75,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on January 7, 2020 and the Company received payment on January

13, 2020 in the amount of $72,000, net of $2,500 paid directly toward legal fees and $500 to Power Up for due diligence fees.

maturity date of the January 7, 2020 Power Up Note is January 7, 2021.

The January 7, 2020, Power Up Note bears interest at a

rate of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but

shall not be payable until the January 7, 2020 Power Up Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the January 7, 2020 Power Up Note, starting

on July 4, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which is an amount equal to 150% of an amount equal to the then outstanding principal amount of the January 7, 2020 Power Up Note

plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the January 7, 2020 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the January 7, 2020 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate total of $314,406 of

this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12 - Derivative

Financial Instruments and Fair Value Measurements).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

January 7, 2020 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the January 7, 2020 Power Up Note,

was $75,000 and accrued interest of $2,869 as of June 30, 2020.

12, 2020 Power Up Lending Group Securities Purchase Agreement

March 12, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “March 12, 2020 Power Up Note”) from the Company

in the aggregate principal amount of $43,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on March 12, 2020 and the Company received payment on March 5,

2020 in the amount of $40,000, net of $2,500 paid directly toward legal fees and $500 to Power Up for due diligence fees.

maturity date of the March 12, 2020 Power Up Note is March 12, 2021.

The March 12, 2020, Power Up Note bears interest at a rate

of 8% per annum, which interest may be paid by the Company to Power Up in shares of the Company’s common stock, but shall

not be payable until the March 12, 2020 Power Up Note becomes payable, whether at the maturity date or upon acceleration or by

Additionally,

Power Up has the option to convert all or any amount of the principal face amount of the March 12, 2020 Power Up Note, starting

on September 4, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default

occurs, which is an amount equal to 150% of an amount equal to the then outstanding principal amount of the March 12, 2020 Power

Up Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the March 12, 2020 Power Up Note shall be $3.05, subject to certain Market Price (as defined below) adjustment.

If the Market Price is greater than or equal to $5.00, the conversion price shall be the greater of 65% of the Market Price (“Variable

Conversion Price”) and $3.05.

In the event Market Price is less than $5.00, the conversion price shall be the Variable Conversion

As defined in the March 12, 2020 Power Up Note, the “Market Price”

shall be the average of the lowest three

closing bid prices during the ten day trading period prior to and including the day the Company receives a notice of conversion

from Power Up on the electronic quotation system or applicable principal securities exchange or trading market or, if no closing

bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers

for such security that are listed in the “pink sheets”

during the ten prior trading days, including the day upon which

the Company receives a notice of conversion from Power Up.

Notwithstanding the foregoing, Power Up shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Power Up and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock.

An aggregate initial total of $55,929

of this note was bifurcated with the embedded conversion option recorded as a derivative liability at fair value (See Note 12

- Derivative Financial Instruments and Fair Value Measurements).

March 12, 2020 Power Up Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Power Up financing agreement, specifically the March 12, 2020 Power Up Note,

was $43,000 and accrued interest of $1,034 as of June 30, 2020 (see Note 8 - Stockholders’

Investments, Inc.

7 unchanged sentences

that the Company received aggregate net proceeds of $110,000 at closing.

maturity date of the June 2018 JSJ Note is June 26, 2019, unless extended for up to one year at JSJ’s discretion (the “Maturity

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

maturity date of the June 2018 JSJ Note was June 26, 2019, unless extended for up to one year at JSJ’s discretion (the “Maturity

Date”).

The June 2018 JSJ Note bears interest at a rate of 8% per annum, and after the maturity date shall compound quarterly.

The June 2018 JSJ Note bore interest at a rate of 8% per annum, and after the maturity date shall compound quarterly.

Additionally,

11 unchanged sentences

any accrued interest.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

December 24, 2018, the Company prepaid the outstanding principal balance of $113,000 and related accrued interest of $4,508 that

was due under the June 2018 JSJ Note and the note was deemed fully satisfied.

The Company incurred a penalty in the amount of

$51,380 as a result of the pre-payment.

was due under the June 2018 JSJ Note resulting in full repayment of the note and a full reduction of the put premium.

incurred a penalty in the amount of $51,380 as a result of the pre-payment.

There was no outstanding balance as of June 30, 2019.

Enterprises, LLC Financing Agreement

11 unchanged sentences

The terms of the July 2018 Coventry Back-End Note require cash funding prior to any conversion

The July 2018 Coventry Back-End Note is due February 29, 2019, unless certain conditions are not met, in which case

The July 2018 Coventry Back-End Note was due February 29, 2019, unless certain conditions were not met, in which case

both the July 2018 Coventry Back-End Note and the July 2018 Coventry Enterprise Note may both be cancelled.

4 unchanged sentences

cash proceeds of $95,000 received by the Company.

As a result, the July 2018 Coventry Back-End Note is now convertible.

maturity date of the July 2018 Coventry Note and the July 2018 Coventry Back-End Note is June 29, 2019.

As a result, the July 2018 Coventry Back-End Note then became convertible.

maturity date of the July 2018 Coventry Note and the July 2018 Coventry Back-End Note was June 29, 2019.

The outstanding principal

amounts plus accrued interest under both the July 2018 Coventry Note and the July 2018 Coventry Back-End Note are convertible

amounts plus accrued interest under both the July 2018 Coventry Note and the July 2018 Coventry Back-End Note were convertible

into shares of common stock of the Company at a conversion price equal to 61% of the lowest closing bid price of the Company’s

4 unchanged sentences

common stock.

Both the July 2018 Coventry Note and the July 2018 Coventry Back-End Notes are treated as stock settled debt under

Both the July 2018 Coventry Note and the July 2018 Coventry Back-End Notes were treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $63,934 put premium as each of the notes was funded.

8 unchanged sentences

Deficit) resulting in full repayment of the note and a full reduction of the put premium.

The July 2018 Coventry Note may no longer

be prepaid by the Company.

The July 2018 Coventry Back-End Note may not be prepaid by the Company as well.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

There was no outstanding balance as

of June 30, 2019.

an event of default, principal and accrued interest will become immediately due and payable under the notes.

3 unchanged sentences

Further, certain events of default may trigger penalty and liquidated damage provisions.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Holdings Corp Financing Agreement

5 unchanged sentences

Holdings Note to be applied to its legal expenses, such that the Company received aggregate net proceeds of $130,000 at closing.

maturity date of the May 2019 Redstart Holdings Note is May 23, 2020 and bears interest at a rate of 8% per annum.

maturity date of the May 2019 Redstart Holdings Note was May 23, 2020 and bore interest at a rate of 8% per annum.

Additionally,

Redstart Holdings has the option to convert all or any amount of the principal face amount of the May 2019 Redstart Note, starting

Redstart Holdings had the option to convert all or any amount of the principal face amount of the May 2019 Redstart Note, starting

on November 19, 2019 at a conversion price subject to certain Market Price (as defined below) adjustment.

28 unchanged sentences

be 129% of the face amount plus any accrued interest.

total principal amount outstanding under the above Redstart Holdings financing agreement, specifically the May 23, 2019 agreement,

was $133,000 as of June 30, 2019 and accrued interest thereunder totaled $1,137.

May 23, 2019 Redstart Holdings Note contained certain events of default, upon which principal and accrued interest will become

immediately due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default

interest rate of 22% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest

permitted by law.

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding and accrued interest under the above Redstart Holdings financing agreement, specifically the

May 23, 2019 agreement at June 30, 2019 was $133,000 and $1,137 respectively and as of June 30, 2020 total principal amount outstanding

and accrued interest totaled $0 and $0 respectively following conversion of $133,000 of the principal balance and $5,320 of accrued

interest during the year ended June 30, 2020.

Capital Financing Agreements

30, 2019 Securities Purchase Agreement

July 30, 2019, the Company entered into a securities purchase agreement with Odyssey Capital Funding LLC, (“Odyssey”),

pursuant to which Odyssey purchased a convertible promissory note (the “July 30, 2019 Odyssey Note”) from the Company

in the aggregate principal amount of $320,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Odyssey.

The July 30, 2019 Odyssey Note contains an original discount of $25,000.

The transaction

closed on July 30, 2019 and the Company received payment on August 1, 2019 in the amount of $295,000, of which $10,000 was paid

directly toward legal fees, resulting in net cash proceeds of $285,000.

maturity date of the July 30, 2019 Odyssey Note was July 30, 2020.

The July 2019 Odyssey Note bore interest at a rate of 10% per

annum, which interest may be paid by the Company to Odyssey in shares of the Company’s common stock, but shall not be payable

until the July 30, 2019 Odyssey Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $172,308 put premium.

BIOPHARMA, INC.

2 unchanged sentences

30, 2020 and 2019

Company recorded $180,000 and $543,744 of debt discounts related to the above note issuances during the years ended June 30, 2019

and 2018, respectively.

The debt discounts are being amortized over the term of the debt.

Additionally,

Odyssey had the option to convert all or any amount of the principal face amount of the July 30, 2019 Odyssey Note, starting on

January 31, 2020 and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which was an amount equal to 120% of an amount equal to the then outstanding principal amount of the July 30, 2019 Odyssey Note

plus any interest accrued from July 30, 2019 at the default interest rate of 24% per annum for shares of the Company’s common

stock at the then-applicable conversion price.

conversion price for the July 30, 2019 Odyssey Note shall be equal to 65% of the lowest closing bid price of the Common Stock

as reported on the OTC Markets on which the Company’s shares were then traded or any exchange upon which the Common Stock

may be traded in the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by

Stock beneficially owned by the Holder and its affiliates would exceed 4.99% of the outstanding shares of the Common Stock of

the Company (which may be increased up to 9.9% upon 60 days’

prior written notice by the Holder to the Company).

July 30, 2019 Odyssey Note contained certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Odyssey financing agreement, specifically the July 30, 2019 Odyssey Note, was

$0 and accrued interest of $0 as of June 30, 2020 following conversion of $320,000 of the principal balance and $23,220 of accrued

interest during the year ended June 30, 2020 resulting in full repayment of the note and a full reduction of the put premium.

Fund Financing Agreements

30, 2019 Securities Purchase Agreement

August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant

to which Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the

aggregate principal amount of $550,000, such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Auctus.

The transaction closed on August 30, 2019 and the Company received payment on September

4, 2019 in the amount of $550,000, of which $5,000 was paid directly toward legal fees and $40,000 to Auctus for due diligence

fees resulting in net cash proceeds of $505,000.

The maturity date of the August 30, 2019 Auctus

Note was August 30, 2020 and is past due as of the date of this filing.

The August 30, 2019 Auctus Note bears interest

at a rate of 10% per annum, but shall not be payable until the August 30, 2019 Auctus Note becomes payable, whether at the maturity

date or upon acceleration or by prepayment.

The note is treated as stock settled debt under ASC 480 and accordingly the Company

recorded a $366,667 put premium.

The August 30, 2019 Auctus Note may not be prepaid without the written consent of Auctus.

amount of principal or interest which is not paid when due shall bear interest at the rate of 24% per annum.

Additionally,

Auctus has the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus

Note, at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default

Amount if an event of default occurs, which is an amount equal to 125% of an amount equal to the then outstanding principal amount

of the August 30, 2019 Auctus Note (but not less than $15,000) plus any interest accrued from August 30, 2019 at the default interest

rate of 24% per annum, for shares of the Company’s common stock at the then-applicable conversion price.

Upon the holder’s

election to convert accrued interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those

amounts in cash.

The note may also be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135%

multiplied by the sum of (a) the then outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests,

conversion price for the August 30, 2019 Auctus Note shall be the Variable Conversion Price, being 60% of the Market Price on

the date of conversion.

Notwithstanding the foregoing, Auctus shall be restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by Auctus and its affiliates, exceeds 4.99% of

the outstanding shares of the Company’s common stock.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450,000 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject

to the limitations and conditions set forth in such First Warrant at an “Exercise Price”

In connection with

the issuance of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300,000 shares of the Company’s

common stock (the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions

set forth in such Second Warrant at an “Exercise Price”

In connection with the issuance of the Note, the

Company shall issue a common stock purchase warrant to Buyer to purchase 225,000 shares of the Company’s common stock (the

“Third Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Third Warrant at an “Exercise Price”

The First Warrant, Second Warrant, and Third Warrant shall collectively

be referred as the “Warrants”.

The Warrants have an “Exercise Period”

of five years from the date of issuance

being August 30, 2019.

Under the terms of the Purchase Agreement and the Warrants, the Selling Security Holder may not either

convert the Notes nor exercise the Warrants to the extent (but only to the extent) that the Selling Security Holder or any of

its affiliates would beneficially own a number of shares of our Common Stock which would exceed 4.99% of our outstanding shares.

The Company accounted for the warrants by using the relative fair value method and recorded debt discount from the relative fair

value of the warrants of $375,905 using a simple binomial lattice model (see Note 8).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration

Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock

underlying the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein).

The Registration

Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the

Note is subject to customary default provisions and also includes a cross-default provision which provides that a breach or default

by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after

the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under

this Note and the Other Agreements.

Upon occurrence of any such event, the Holder shall be entitled (but in no event required)

to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under

said Other Agreements or the Note.

August 30, 2019 Auctus Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was

$358,965 and accrued interest of $486 as of June 30, 2020 following conversion of $191,035 of the principal balance and $43,176

of accrued interest during the year ended June 30, 2020.

Accordingly, $127,356 of the put premium was released in respect of the

August 30, 2019 Auctus Note during the year ended June 30, 2020 following conversion of the principal balance.

Holdings Securities Purchase Agreements

October 1, 2019, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased

a convertible promissory note (the “October 1, 2019 GW Note”) from the Company in the aggregate principal amount of

$131,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of

GW Holdings any time after the six month anniversary of the October 1, 2019 GW Holdings Note.

The transactions contemplated by

the GW Holdings Securities Purchase Agreement closed on October 1, 2019.

Pursuant to the terms of the GW Holdings Securities Purchase

Agreement, Eagle Equities deducted $6,000 from the principal payment due under the October 1, 2019 GW Note, at the time of closing,

to be applied to its legal expenses.

The Company intends to use the net proceeds of $125,000 from the October 1, 2019 GW Note

for general working capital purposes.

maturity date of the October 1, 2019 GW Holdings is October 1, 2020.

The October 1, 2019 GW Holdings Note bears interest at a

rate of 8% per annum, which interest may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable until the October 1, 2019 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

GW Holdings has the option to convert all or any amount of the principal face amount of the October 1, 2019 GW Holdings Note at

any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 110% and 150% of an amount equal to the then outstanding principal amount of the

October 1, 2019 GW Holdings Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the October 1, 2019 GW Holdings Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GW Holdings shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by GW Holdings and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the GW Holdings to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $87,333 put premium.

October 1, 2019 GW Holdings Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above GW Holdings financing agreement, specifically the October 1, 2019 GW Holdings

Note, was $30,000 and accrued interest of $1,776 as of June 30, 2020 following conversion of $101,000 of the principal balance

and $5,082 of accrued interest during the year ended June 30, 2020.

Accordingly, $67,333 of the put premium was reclassed to additional

paid in capital in respect of the October 1, 2019 GW Holdings Note during the year ended June 30, 2020 following conversion of

the principal balance.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

Bridge Securities Purchase Agreements

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown

Bridge purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate

principal amount of $108,000, such principal and the interest thereon convertible into shares of the Company’s common stock

at the option of Crown Bridge any time from the of issuance of the of the October 3, 2019 Crown Bridge Note.

The transactions

contemplated by the Crown Bridge Securities Purchase Agreement closed on October 3, 2019.

Pursuant to the terms of the Crown Bridge

Securities Purchase Agreement, Crown Bridge deducted $3,000 from the principal payment due under the October 3, 2019 Crown Bridge

Note, at the time of closing, to be applied to its legal expenses, and there was a $5,000 original issuance discount resulting

in $100,000 net proceeds to the Company.

The Company intends to use the net proceeds from the October 3, 2019 Crown Bridge Note

for general working capital purposes.

maturity date of the October 3, 2019 Crown Bridge is October 3, 2020.

The October 3, 2019 Crown Bridge Note bears interest at

a rate of 10% per annum, which interest may be paid by the Company to Crown Bridge in shares of the Company’s common stock;

but shall not be payable until the October 2019 Crown Bridge Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note

at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an

event of default occurs, which is an amount between 110% and 150% of an amount equal to the then outstanding principal amount

of the October 3, 2019 Crown Bridge Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by Crown Bridge and its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased

up to 9.99% upon 60 days prior written notice by the Crown Bridge to the Company.

The note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a $72,000 put premium.

October 3, 2019 Crown Bridge Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 15% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Crown Bridge financing agreement, specifically the October 3, 2019 Crown Bridge

Note, was $65,280 and accrued interest of $7,232 as of as of June 30, 2020 following conversion of $42,720 of the principal balance

during the year ended June 30, 2020.

Accordingly, $28,480 of the put premium was released in respect of the October 3, 2019 Crown

Bridge Note during the year ended June 30, 2020 following conversion of the principal balance.

Alef Securities Purchase Agreements

January 13, 2020, the Company entered into a securities purchase agreement with Ader Alef, pursuant to which Ader Alef purchased

a convertible promissory note (the “January 13, 2020 Ader Alef Note”) from the Company in the aggregate principal

amount of $110,250, such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Ader Alef any time after the six month anniversary of the January 13, 2020 Ader Alef Note.

The January 13, 2020 Ader

Alef Note contains an original discount of $5,250.

The transactions contemplated by the Ader Alef Securities Purchase Agreement

closed on January 13, 2020.

Pursuant to the terms of the Ader Alef Securities Purchase Agreement, Ader Alef deducted $5,000 from

the principal payment due under the January 13, 2020 Ader Alef Note at the time of closing, to be applied to its legal expenses

and the Company received net cash proceeds of $100,000 on January 15, 2020.

The Company intends to use the net proceeds from the

January 13, 2020 Ader Alef Note for general working capital purposes.

maturity date of the January 13, 2020 Ader Alef is January 13, 2021.

The January 13, 2020 Ader Alef Note bears interest at a rate

of 8% per annum, which interest may be paid by the Company to Ader Alef in shares of the Company’s common stock;

not be payable until the January 13, 2020 Ader Alef Note becomes payable, whether at the maturity date or upon acceleration or

by prepayment.

Additionally,

Ader Alef has the option to convert all or any amount of the principal face amount of the January 13, 2020 Ader Alef Note at any

time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which is an amount between 120% and 150% of an amount equal to the then outstanding principal amount of the

January 13, 2020 Ader Alef Note plus any interest accrued, for shares of the Company’s common stock at the then-applicable

conversion price.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

conversion price for the January 13, 2020 Ader Alef Note during the first 6 months the January 13, 2020 Ader Alef Note is in effect

shall be fixed at $2.50 and thereafter shall be equal to a 35% discount of the lowest closing bid price (“Lowest Trading

Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Ader Alef shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Ader Alef and

its affiliates, exceeds 4.99% of the outstanding shares of the Company’s common stock which may be increased up to 9.99%

upon 60 days prior written notice by the Ader Alef to the Company.

The note is treated as stock settled debt under ASC 480 and

accordingly the Company recorded a $59,365 put premium.

January 13, 2020 Ader Alef Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above Ader Alef financing agreement, specifically the January 13, 2020 Ader Alef

Note, was $110,250 and accrued interest of $4,073 as of June 30, 2020.

Capital Securities Purchase Agreements

February 19, 2020, the Company entered into a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”),

pursuant to which LG Capital purchased a convertible promissory note (the “February 19, 2020 LG Capital Note”) from

the Company in the aggregate principal amount of $75,000, such principal and the interest thereon convertible into shares of the

Company’s common stock at the option of LG Capital any time after the six month anniversary of the February 19, 2020 LG

Capital Note.

The February 19, 2020 LG Capital Note contains an original discount of $3,750.

The transactions contemplated by

the LG Capital Securities Purchase Agreement closed on March 4, 2020.

Pursuant to the terms of the LG Capital Securities Purchase

Agreement, LG Capital deducted $2,500 from the principal payment due under the February 19, 2020 LG Capital Note at the time of

closing, to be applied to its legal expenses and the Company received net cash proceeds of $71,250 on March 25, 2020.

intends to use the net proceeds from the February 19, 2020 LG Capital Note for general working capital purposes.

maturity date of the February 19, 2020 LG Capital Note is February 19, 2021.

The February 19, 2020 LG Capital Note bears interest

at a rate of 8% per annum, which interest may be paid by the Company to LG Capital in shares of the Company’s common stock;

but shall not be payable until the February 19, 2020 LG Capital Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

the first 60 to 180 days following the date of the note, the Company has the right to prepay the principal and accrued but unpaid

interest due under the February 19, 2020 LG Capital Note, together with any other amounts that the Company may owe the holder

under the terms of the note, at a premium ranging from 112% to 135% as defined in the note agreement.

After this initial 180-day

period, the Company does not have a right to prepay the February 19, 2020 LG Capital Note.

conversion price for the February 19, 2020 LG Capital Note during the first 6 months the February 19, 2020 LG Capital Note is

in effect shall be fixed at $0.50 and thereafter shall be equal to a 35% discount of the lowest closing bid price (“Lowest

Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion,

including the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, LG Capital shall be restricted

from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned

by LG Capital and its affiliates, exceeds 9.99% of the outstanding shares of the Company’s common stock.

The note is treated

as stock settled debt under ASC 480 and accordingly the Company recorded a $40,385 put premium.

February 19, 2020 LG Capital Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest

rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted

Further, certain events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above LG Capital financing agreement, specifically the February 19, 2020 LG Capital

Note, was $75,000 and accrued interest of $2,164 as of June 30, 2020.

of debt discounts

Company recorded $728,904 and $243,850 of debt discounts (including warrants, derivatives, debt issue costs and original issue

discounts) related to the above note issuances during the years ended June 30, 2020 and 2019, respectively.

The Company recorded

$836,724 and $767,000 of put premiums related to the above note issuances during the years ended June 30, 2020 and 2019, respectively.

The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with

the liability released to additional paid in capital on conversion of the principal.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

of all debt discounts for the years ended June 30, 2020 and 2019 was $734,130 and $389,673, respectively.

Note 13 –

Subsequent Events for information about financing arrangements post June 30, 2019.

Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets and liabilities for future tax consequences

or for events that were previously recognized in the Company’s financial statements or tax returns.

The measurement of deferred

tax assets and liabilities is based on enacted tax law provisions.

The effects of future changes in tax laws or rates are not

Company reclassified $874,924 and $1,824,317 in put premiums to additional paid in capital following conversions during the years

ended June 30, 2020 and 2019, respectively.

Through June 30, 2010, the Company operated exclusively in Australia.

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reconciliation of income tax expense computed at the U.S.

federal statutory rate to the income tax provision for the years ended

June 30, 2019 and 2018 is as follows:

before Income taxes

$ (5,758,369 )

$ (7,039,155 )

under statutory US tax rates

$ (1,209,258 )

federal statutory rate of 21% to the income tax provision

for the years ended June 30, 2020 and 2019 is as follows:

June 30, 2020

June 30, 2019

Taxes under statutory US tax rates

$ (1,209,258 )

(decrease) in valuation allowance

in Federal tax rates

tax rate differential

tax (expense) benefit

December 22, 2017, the Tax Cuts and Jobs Act (“The Act”), was signed into law by President Trump.

The Act includes

a number of provisions, including the lowering of the U.S.

corporate tax rate from 34 percent to 21 percent, effective January

1, 2018 and the establishment of a territorial-style system for taxing foreign-source income of domestic multinational corporations.

In December 2017, the SEC issued Staff Accounting Bulletin No.

118, Income Tax Accounting Implications of the Act (“SAB118”),

which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment.

Company remeasured its deferred tax assets and liabilities as of June 30, 2018 applying the reduced corporate income tax rate

and recorded a decrease to the deferred tax assets of $416,339, with a corresponding adjustment to the valuation allowance.

Increase (decrease) in valuation allowance

Prior period adjustment

Foreign tax rate differential

Income tax (expense) benefit

March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

taxable years to generate a refund of previously paid income taxes.

The Company is currently evaluating the impact of the CARES

Act, but due to sustained losses, the NOL carryback provision of the CARES Act would not yield a benefit to us.

BIOPHARMA, INC.

6 unchanged sentences

and liabilities consist of the following:

Derivative Liability

for Annual Leave

Superannuation

Investor Services

Raising Costs

Operating Loss CF

Exchange Loss (OCI)

of derivative liability

Based Compensation

June 30, 2020

June 30, 2019

Deferred tax assets

tax liabilities

Raising Costs

Warrant Derivative Liability

Accrued Expenses

Prepaid Investor Services

Non-cash interest

Intangibles (Intellectual Property and Patent Cost)

Deferred Rent

Formation Expense

Net Operating Loss carry forward

Foreign Exchange Loss (OCI)

Revalue of derivative liability

Stock Based Compensation

Total Deferred tax assets

Deferred tax liabilities

deferred tax assets (liabilities)

Gain on extinguishment of debt

Capital Raising Costs

Total deferred tax liabilities

Net deferred tax assets

Valuation allowance

Net deferred taxes

June 30, 2020, the Company had U.S.

net operating loss carry forwards of $2,942,144 that may be offset against future taxable

income, subject to limitation under IRC Section 382.

Of the $2.9 million, of Federal net operating loss carryforwards, $2.7 million

begin to expire in 2030.

The remaining balance of $0.2 million is limited in annual usage of 80% of current years taxable income,

but do not have an expiration.

At June 30, 2019, the Company had Australia net operating loss carry forwards of approximately

$21,655,871 million which can be carried forward without expiration.

No tax benefit has been reported in the June 30, 2019 and

2018 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely

than not criteria and in consideration of available positive and negative evidence.

Company applied the “more-likely-than-not”

recognition threshold to all tax positions taken or expected to be taken

in a tax return, which resulted in no unrecognized tax benefits as of June 30, 2019 and 2018, respectively.

net operating loss carry forwards of approximately $8,977,683 that may be offset against future

taxable income, subject to limitation under IRC Section 382.

At June 30, 2020, the Company had Australian net operating loss carry

forwards of approximately $20,194,901 million which can be carried forward without expiration.

No tax benefit has been reported

in the June 30, 2020 and 2019 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit,

based on a more likely than not criteria and in consideration of available positive and negative evidence.

has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the

entire amount of such benefits.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Company follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s

3 unchanged sentences

of all relevant information.

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes

in the statement of operations.

The Company applied the “more-likely-than-not”

threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as

of June 30, 2020 and 2019, respectively.

The Company’s

policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated

statement of operations.

As of June 30, 2020, the Company had no unrecognized tax benefits.

There were no changes in the

Company’s unrecognized tax benefits during the years ended June 30, 2019 and 2018.

The Company did not recognize any interest

or penalties during fiscal 2019 or 2018 related to unrecognized tax benefits.

There were no changes in the Company’s

unrecognized tax benefits during the years ended June 30, 2020 and 2019.

The Company did not recognize any interest or penalties

during fiscal 2020 or 2019 related to unrecognized tax benefits.

income tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities.

1 unchanged sentence

in Authorized Shares of Common Stock and Reverse Stock Split

September 21, 2018, the Company filed a Certificate of Amendment to its Certificate of Incorporation to increase the number of

authorized shares of its common stock from 400,000,000 to 4,000,000,000, which was approved by the Company’s board of directors

and holders of a majority of the Company’s voting stock on August 28, 2018.

June 24, 2019, the Company effected a one-for-five hundred (1:500) reverse stock split whereby the Company (i) decreased the number

4 unchanged sentences

All share and per-share

data and amounts have been restated as of the earliest period, presented in the consolidated financial statements to reflect the

reverse stock split.

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements

to reflect the reverse stock split.

February 4, 2020 the Directors resolved to increase the Common Stock of the Company from 100,000,000 authorized shares to 1,000,000,000

authorized shares and believes that such number of authorized shares of Common Stock will be in the best interests of the Corporation

and its stockholders because the Board believes that the availability of more shares of Common Stock for issuance will allow the

Corporation greater flexibility in pursuing financing from investors, meeting business needs as they arise, taking advantage of

favorable opportunities and responding to a changing corporate environment.

The Company filed the necessary documents with the

Securities and Exchange Commission on February 6, 2020 and with the amendment to the authorized shares being approved by

the State of Delaware on March 13, 2020.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005, $0.01 par value per share.

2 unchanged sentences

pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 9, 2014.

Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the shares of Series

A Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to vote on all matters

submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors,

and each share of Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock.

North Horizon Pty

Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the outstanding

shares of Series A Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to

vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal

of directors, and each share of Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock.

Horizon Pty Ltd.

is a Nathanielsz Family Trust.

James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and a director

of our Company, has voting and investment power over these shares.

500,000 shares of Series A Preferred Stock are issued and outstanding

as of June 30, 2019 and 2018.

James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and

a director of our Company, has voting and investment power over these shares.

500,000 shares of Series A Preferred Stock are issued

and outstanding as of June 30, 2020 and 2019.

the total preferred shares authorized, pursuant to the Certificate of Designation filed with the Secretary of State of the State

7 unchanged sentences

shares of Series A Preferred Stock or Series B Preferred Stock were issued in fiscal years 2020 or 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

Issued for Services

August 1, 2017, the Company received an invoice for $30,000 from a third party for six months of consulting services provided

to the Company during the period of February 1, 2017 through July 31, 2017.

The invoice was payable in shares of the Company’s

common stock.

The Company recorded $25,000 in consulting fees related to this invoice for the year ended June 30, 2017 and the

balance was recorded in fiscal year 2018.

On February 15, 2018, the Company issued 469 shares of its common stock and an additional

loss on settlement of debt was recorded of $68,438 based on the fair market value on July 31, 2017, when the shares were fully

earned, of $210 per share.

December 29, 2017, the Company entered into a one-year consulting agreement with a certain consultant (the “Consultant”)

for certain consulting, advisory and media services to be provided to the Company.

As compensation for such services, the Company

agreed to pay the consultant (i) an hourly fee of $950 per hour, for up to $71,250 of time-based services;

(ii) $9,772 for the

preparation of certain marketing materials;

(iii) an upfront fee of 1,000 restricted shares of the Company’s common stock,

with up to 1,500 additional shares to be issued on the six month anniversary of the date of the consulting agreement at the Company’s

sole discretion, and (iv) a marketing bonus equal to 6% of the value of any:

(x) business collaboration with the Company which

is identified or introduced by the Consultant;

or (y) joint venture, licensing, collaboration or similar monetization or strategic

transaction (other than any capital-raising transaction) which is identified or introduced by the Consultant.

The Company could,

in its sole discretion, pay any of the aforementioned fees in cash or shares of the Company’s common stock.

are paid in stock, the number of shares to be paid was to be calculated by dividing the dollar amount of time (or value of the

transaction, as the case may be) invoiced in such pay period by, as of the applicable calculation date, the most recent price

at which the Company has sold shares of its common stock (or securities convertible into common stock) in a bona fide public or

private financing including third party investors.

The Company valued the 1,000 shares based on the market price on the agreement

date of $70 and will recognize $70,000 of consulting expense through the term of the agreement.

For the year ended June 30, 2018,

the Company recorded $35,287 of expense related to this agreement.

On February 15, 2018, the Company issued the 1,000 shares to

the Consultant.

February 1, 2018, the Company received an invoice for $30,000 from a third party for six months of consulting services provided

to the Company during the period of August 1, 2017 through January 31, 2018.

The invoice was payable in shares of the Company’s

common stock.

The Company issued 469 shares on February 15, 2018 and recorded $30,000 in consulting fees during fiscal 2018.

additional loss on settlement of debt was recorded of $2,813 based on the fair market value on January 31, 2018, when the shares

were fully earned, or $70 per share.

December 6, 2018, the Company entered into an agreement with a certain consultant to provide services over a six-month period

beginning November 1, 2018 and ending May 1, 2019 in exchange for 4,000 shares of the Company’s common stock.

27, 2018, the Company issued the 4,000 shares of the Company’s common stock valued at $10.00 per share to such consultant,

or $39,000, which will be amortized over the term of the agreement.

The Company recorded $39,000 of consulting expense with respect

to such shares of its common stock during the year ended June 30, 2019.

November 20, 2018, the Company’s Board of Directors authorized the issuance of 2,000 shares of the Company’s common

stock in connection with certain legal services provided to the Company.

On November 28, 2018, the Company issued such 2,000 shares

of its common stock valued at $15.00, or $30,000.

March 2019 and effective as of December 21, 2018, the Company entered into a certain consulting services agreement with a certain

consultant to provide services over a twelve-month period beginning December 21, 2018 in exchange for issuance of two tranches

of 10,000 shares (subject to certain true-up provisions), for services to be rendered between December 21, 2018 and March 20,

2019, and 6,000 shares (subject to certain true-up provisions), for services to be rendered between March 21, 2019 and December

20, 2019 of the Company’s common stock.

On May 8, 2019, the Company terminated the agreement with the consent of the consultant.

The consultant agreed that the issuance of the first tranche of 10,000 shares (including the true-up provision) together with

cash payments already made by the Company to the consultant fully satisfied the obligations (past and future) that the Company

has under the consulting agreement including any claims under the true-up provisions of the agreement.

In March 2019, the Company

issued the first tranche of 10,000 shares of its common stock valued at $10.00 per share based on the quoted trading price to

the consultant, or $100,000.

The Company recorded $100,000 of consulting expense with respect to such shares of its common stock

during the fiscal year ended June 30, 2019.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

to employment agreements dated in May 2019 (see Note 10), the Company granted an aggregate of 78,000 and 39,000 restricted stock

unit to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively.

The total 117,000 restricted stock

units are subject to vesting terms as defined in the employment agreements.

The 117,000 restricted stock units were valued at

the fair value of $4.25 per unit or $497,240 based on the quoted trading price on the date of grant.

During the year ended June

30, 2019, the Company recognized stock-based compensation of $31,077 related to vested restricted stock units.

There were $466,163

unrecognized restricted stock units expense as of June 30, 2019.

Issued for Cash

88 unchanged sentences

however, the Company will not receive any proceeds from the resale of the Put Shares by the Investor thereafter.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

filing and effectiveness of the Company’s Registration Statement on Form S-1, which was declared effective by the SEC on

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Investor’s broker or to the Company’s transfer agent for the issuance of the Put Shares (the “Clearing Costs”).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2020 and 2019

right of the Company to issue and sell the Put Shares to the Investor is subject to the satisfaction of certain closing conditions,

21 unchanged sentences

aggregate proceeds of $136,371 from such put notices.

3, 2020 Security Purchase Agreement

On April 3, 2020, the Company closed on a

transaction related to a Securities Purchase Agreement (the “Securities Purchase Agreement”) entered into on March

30, 2020, whereby an investor (the “Investor”) purchased from the Company, 7,500,000 units (the “Units”),

each consisting of (i) 1.5 shares of the Company’s common stock (the “Common Stock”), or pre-funded warrants

(the “Prefunded Warrants”) upon Investor’s election due to the 4.99% blocker provision as discussed below and

(ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”), along with such purchaser’s

pro-rata portion of the Series B Warrants and Series C Warrants (“the Units”).

In aggregate the Investor was issued

63,750,000 warrants to purchase one share of Common Stock (the “Series B Warrants”) and an additional 63,750,000 warrants

to purchase one share of Common Stock, subject to a vesting schedule based on the Investors exercise of the Series B Warrants

(the “Series C Warrants”

and, together with the Prefunded Warrants, the Series A Warrants, and the Series B Warrants

referred to herein as, the “Warrants”).

See discussion of warrant terms under “Warrants”

aggregate purchase price for the Units, the Series A Warrants with exercise price of $0.20 per share, the Series B Warrants with

exercise price of $0.04 per share and the Series C Warrants with exercise price of $0.20 per share, of $450,000 was paid at closing

(the “Purchase Price”) or $0.06 per unit purchase price (see Warrants below).

The Company received net proceeds of

$424,990, net of offering cost of $25,010.

Securities Purchase Agreement contains a blocker provision whereby the Investor or any of its affiliates would not beneficially

own in excess of 4.99% of the outstanding number of shares of Common Stock (“Beneficial Ownership Limitation”).

such, the Investor may elect to purchase Prefunded Warrants equal to the same number of shares of Common Stock that the Company

would have been issued.

to the Beneficial Ownership Limitation, the 11,250,000 shares of Common Stock underlying the Units issuable at closing of the

Securities Purchase Agreement are comprised of 804,518 shares of restricted Common Stock and 10,445,482 Prefunded Warrants with

exercise price of $0.0001 (but can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall

expire when exercised in full.

Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this

issued for conversion of convertible debt

July 5, 2017, pursuant to a conversion notice, $26,000 of principal and $1,121 of interest was converted at $270 per share into

100 shares of common stock.

July 13, 2017, pursuant to a conversion notice, $42,500 of principal was converted at $315 per share into 135 shares of common

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

July 17, 2017, pursuant to a conversion notice, $16,000 of principal and $732 of interest was converted at $200 per share into

83 shares of common stock.

July 20, 2017, pursuant to a conversion notice, $28,000 of principal and $1,300 of interest was converted at $145 per share into

203 shares of common stock.

July 28, 2017, pursuant to a conversion notice, $22,500 in principal and $1,593 in interest was converted at $130 per share into

187 shares of common stock.

August 2, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $140 per share into 142 shares of common

August 2, 2017, pursuant to a conversion notice, $25,000 of principal and $1,233 of interest was converted at $105 per share into

250 shares of common stock.

August 16, 2017, pursuant to a conversion notice, $25,000 of principal and $1,311 of interest was converted at $115 per share

into 224 shares of common stock.

August 17, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $150 per share into 132 shares of common

August 22, 2017, pursuant to a conversion notice, $20,000 of principal and $1,500 of interest was converted at $125 per share

into 170 shares of common stock.

August 25, 2017, pursuant to a conversion notice, $25,000 of principal and $1,361 of interest was converted at $115 per share

into 225 shares of common stock.

August 29, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $120 per share into 164 shares of common

September 3, 2017, pursuant to a conversion notice, $20,000 of principal and $1,661 of interest was converted at $100 per share

into 213 shares of common stock.

September 6, 2017, pursuant to a conversion notice, $12,500 of principal and $714 of interest was converted at $95 per share into

142 shares of common stock.

September 8, 2017, pursuant to a conversion notice, $20,000 of principal was converted at 120 per share into 166 shares of common

September 14, 2017, pursuant to a conversion notice, $15,000 of principal and $450 of interest was converted at $75 per share

into 206 shares of common stock.

September 14, 2017, pursuant to a conversion notice, $20,000 of principal and $1,665 of interest was converted at $80 per share

into 278 shares of common stock.

September 18, 2017, pursuant to a conversion notice, $20,000 of principal was converted at $95 per share into 215 shares of common

September 25, 2017, pursuant to a conversion notice, $20,000 of principal and $649 of interest was converted at $70 per share

into 299 shares of common stock.

September 26, 2017, pursuant to a conversion notice, $30,000 of principal was converted at $90 per share into 337 shares of common

September 26, 2017, pursuant to a conversion notice, $20,000 of principal and $1,716 of interest was converted at $75 per share

into 291 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

October 2, 2017, pursuant to a conversion notice, $25,000 of principal and $850 of interest was converted at $70 per share into

375 shares of common stock.

October 4, 2017, pursuant to a conversion notice, $40,000 of principal was converted at $90 per share into 449 shares of common

October 5, 2017, pursuant to a conversion notice, $20,000 of principal and $1,716 of interest was converted at $75 per share into

291 shares of common stock.

October 9, 2017, pursuant to a conversion notice, $30,000 of principal and $1,067 of interest was converted at $70 per share into

431 shares of common stock.

October 10, 2017, pursuant to a conversion notice, $45,000 of principal was converted at $95 per share into 484 shares of common

October 11, 2017, pursuant to a conversion notice, $20,000 of principal and $1,812 of interest was converted at $80 per share

into 280 shares of common stock.

October 16, 2017, pursuant to a conversion notice, $20,000 of principal and $1,834 of interest was converted at $80 per share

into 269 shares of common stock.

October 18, 2017, pursuant to a conversion notice, $25,000 of principal and $939 of interest was converted at $65 per share into

393 shares of common stock.

October 19, 2017, pursuant to a conversion notice, $30,000 of principal was converted at $80 per share into 387 shares of common

October 23, 2017, pursuant to a conversion notice, $20,000 of principal and $1,884 of interest was converted at $55 per share

into 396 shares of common stock.

October 24, 2017, pursuant to a conversion notice, $21,000 of principal and $817 of interest was converted at $55 per share into

404 shares of common stock.

October 27, 2017, pursuant to a conversion notice, $15,000 of principal was converted at $45 per share into 320 shares of common

October 30, 2017, pursuant to a conversion notice, $8,750 of principal and $352 of interest was converted at $35 per share into

289 shares of common stock.

October 30, 2017, pursuant to a conversion notice, $20,000 of principal and $1,902 of interest was converted at $35 per share

into 602 shares of common stock.

November 2, 2017, pursuant to a conversion notice, $5,000 of principal and $8,250 of interest was converted at $45 per share into

311 shares of common stock.

November 6, 2017, pursuant to a conversion notice, $12,750 of principal and $533 of interest was converted at $25 per share into

490 shares of common stock.

November 6, 2017, pursuant to a conversion notice, $17,500 of principal was converted at $35 per share into 502 shares of common

November 8, 2017, pursuant to a conversion notice, $20,000 in principal and $2,356 in interest was converted at $30 per share

into 764 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

November 13, 2017, pursuant to a conversion notice, $11,000 in principal and $623 in interest was converted at $25 per share into

430 shares of common stock.

November 15, 2017, pursuant to a conversion notice, $20,000 in principal and $2,443 in interest was converted at $30 per share

into 767 shares of common stock.

November 17, 2017, pursuant to a conversion notice, $15,000 in principal was converted at $35 per share into 430 shares of common

November 26, 2017, pursuant to a conversion notice, $20,000 in principal and $2,568 in interest was converted at $30 per share

into 772 shares of common stock.

November 27, 2017, pursuant to a conversion notice, $20,000 in principal and $1,196 in interest was converted at $25 per share

into 785 shares of common stock.

December 1, 2017, pursuant to a conversion notice, $20,000 in principal and $802 in interest was converted at $30 per share into

746 shares of common stock.

December 6, 2017, pursuant to a conversion notice, $21,000 in principal and $1,297 in interest was converted at $25 per share

into 826shares of common stock.

December 8, 2017, pursuant to a conversion notice, $9,900 in principal and $792 in interest was converted at $25 per share into

396 shares of common stock.

December 8, 2017, pursuant to a conversion notice, $42,666 in principal was converted at $35 per share into 1,223 shares of common

December 11, 2017, pursuant to a conversion notice, $9,900 in principal and $799 in interest was converted at $25 per share into

396 shares of common stock.

December 11, 2017, pursuant to a conversion notice, $27,000 in principal and $1,142 in interest was converted at $30 per share

into 1,009 shares of common stock.

December 11, 2017, pursuant to a conversion notice, $42,666 in principal was converted at $35 per share into 1,223 shares of common

December 15, 2017, pursuant to a conversion notice, $56,758 in principal was converted at $40 per share into 1,465 shares of common

December 18, 2017, pursuant to a conversion notice, $30,000 in principal and $2,467 in interest was converted at $35 per share

into 958 shares of common stock.

December 19, 2017, pursuant to a conversion notice, $23,000 in principal and $1,013 in interest was converted at $35 per share

into 738 shares of common stock.

December 21, 2017, pursuant to a conversion notice, $63,000 in principal was converted at $40 per share into 1,578 shares of common

December 22, 2017, pursuant to a conversion notice, $25,000 in principal and $2,078 in interest was converted at per share into

860 shares of common stock.

January 2, 2018, pursuant to a conversion notice, $25,000 in principal and $1,178 in interest was converted at $35 per share into

804 shares of common stock.

January 3, 2018, pursuant to a conversion notice, $25,200 in principal and $2,162 in interest was converted at $30 per share into

869 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

January 4, 2018, pursuant to a conversion notice, $25,000 in principal and $1,372 in interest was converted at $35 per share into

798 shares of common stock.

January 9, 2018, pursuant to a conversion notice, $40,000 in principal and $4,581 in interest was converted at $35 per share into

1,261 shares of common stock.

January 12, 2018, pursuant to a conversion notice, $25,000 in principal and $1,233 in interest was converted at $40 per share

into 691 shares of common stock.

January 12, 2018, pursuant to a conversion notice, $7,500 in principal and $875 in interest was converted at $35 per share into

232 shares of common stock.

January 26, 2018, pursuant to a conversion notice, $30,000 in principal and $1,793 in interest was converted at $45 per share

into 707 shares of common stock.

January 30, 2018, pursuant to a conversion notice, $40,000 in principal and $2,130 in interest was converted at $45 per share

into 985 shares of common stock.

February 4, 2018, pursuant to a conversion notice, $22,500 in principal and $2,650 in interest was converted at $40 per share

into 629 shares of common stock.

February 13, 2018, pursuant to a conversion notice, $20,000 in principal and $1,276 in interest was converted at $35 per share

into 572 shares of common stock.

February 21, 2018, pursuant to a conversion notice, $40,000 in principal and $4,986 in interest was converted at $40 per share

into 1,144 shares of common stock

February 23, 2018, pursuant to a conversion notice, $25,000 in principal and $1,173 in interest was converted at $35 per share

into 704 shares of common stock.

February 23, 2018, pursuant to a conversion notice, $20,000 in principal and $1,320 in interest was converted at $35 per share

into 592 shares of common stock.

February 28, 2018, pursuant to a conversion notice, $60,000 in principal and $4,027 in interest was converted at $30 per share

into 2,023 shares of common stock.

March 4, 2018, pursuant to a conversion notice, $40,000 in principal and $5,012 in interest was converted at $30 per share into

1,522 shares of common stock.

March 5, 2018, pursuant to a conversion notice, $28,000 in principal and $1,375 in interest was converted at $30 per share into

987 shares of common stock.

March 8, 2018, pursuant to a conversion notice, $27,000 in principal and $1,343 in interest was converted at $30 per share into

1,016 shares of common stock.

March 8, 2018, pursuant to a conversion notice, $50,000 in principal and $3,444 in interest was converted at $25 per share into

1,979 shares of common stock.

March 11, 2018, pursuant to a conversion notice, $60,000 in principal and $7,906 in interest was converted at $30 per share into

2,348 shares of common stock.

March 14, 2018, pursuant to a conversion notice, $25,000 in principal and $1,756 in interest was converted at $25 per share into

991 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

March 16, 2018, pursuant to a conversion notice, $28,000 in principal and $1,442 in interest was converted at $30 per share into

1,055 shares of common stock.

March 21, 2018, pursuant to a conversion notice, $50,000 in principal and $2,089 in interest was converted at $25 per share into

1,929 shares of common stock.

March 26, 2018, pursuant to a conversion notice, $27,000 in principal and $1,450 in interest was converted at $30 per share into

1,009 shares of common stock.

April 2, 2018, pursuant to a conversion notice, $50,000 in principal and $2,916 in interest was converted at $30 per share into

1,825 shares of common stock.

April 3, 2018, pursuant to a conversion notice, $25,000 in principal and $1,386 in interest was converted at $30 per share into

1,013 shares of common stock.

April 5, 2018, pursuant to a conversion notice, $50,000 in principal and $2,256 in interest was converted at $25 per share into

2,177 shares of common stock.

April 11, 2018, pursuant to a conversion notice, $20,000 in principal and $929 in interest was converted at $20 per share into

1,163 shares of common stock.

April 12, 2018, pursuant to a conversion notice, $30,000 in principal and $1,289 in interest was converted at $20 per share into

1,682 shares of common stock.

April 18, 2018, pursuant to a conversion notice, $50,000 in principal and $3,750 in interest was converted at $15 per share into

3,120 shares of common stock.

April 26, 2018, pursuant to a conversion notice, $35,000 in principal and $3,259 in interest was converted at $20 per share into

2,125 shares of common stock

April 30, 2018, pursuant to a conversion notice, $25,000 in principal and $526 in interest was converted at $20 per share into

1,372 shares of common stock.

May 14, 2018, pursuant to a conversion notice, $30,000 in principal and $723 in interest was converted at $20 per share into 1,537

shares of common stock.

May 15, 2018, pursuant to a conversion notice, $20,000 in principal and $2,000 in interest was converted at $20 per share into

1,055 shares of common stock.

May 18, 2018, pursuant to a conversion notice, $33,500 in principal and $3,283 in interest was converted at $20 per share into

1,916 shares of common stock.

June 7, 2018, pursuant to a conversion notice, $33,000 in principal and $3,381 in interest was converted at $15 per share into

2,091 shares of common stock.

June 8, 2018, pursuant to a conversion notice, $35,000 in principal and $1,035 in interest was converted at $20 per share into

2,004 shares of common stock.

June 15, 2018, pursuant to a conversion notice, $32,000 in principal and $3,335 in interest was converted at $15 per share into

2,031 shares of common stock.

June 20, 2018, pursuant to a conversion notice, $35,000 in principal and $3,687 in interest was converted at $15 per share into

2,223 shares of common stock.

June 21, 2018, pursuant to a conversion notice, $35,000 in principal and $1,135 in interest was converted at $20 per share into

2,006 shares of common stock.

June 23, 2018, pursuant to a conversion notice, $20,000 in principal and $2,098 in interest was converted at $15 per share into

1,408 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

July 2, 2018, pursuant to a conversion notice, $35,000 in principal and $2,808 in interest was converted at $14.97 per share into

2,526 shares of common stock.

July 6, 2018, pursuant to a conversion notice, $40,000 in principal and $4,570 in interest was converted at $13.80 per share into

3,230 shares of common stock.

July 10, 2018, pursuant to a conversion notice, $25,000 in principal and $2,050 in interest was converted at $13.20 per share

into 2,049 shares of common stock.

July 10, 2018, pursuant to a conversion notice, $35,000 in principal and $1,281 in interest was converted at $13.64 per share

into 2,660 shares of common stock.

July 13, 2018, pursuant to a conversion notice, $30,000 in principal and $2,480 in interest was converted at $10.26 per share

into 3,166 shares of common stock.

July 15, 2018, pursuant to a conversion notice, $30,000 in principal and $3,484 in interest was converted at $10.80 per share

into 3,100 shares of common stock.

July 17, 2018, pursuant to a conversion notice, $20,000 in principal and $1,671 in interest was converted at $9.60 per share into

2,257 shares of common stock.

July 22, 2018, pursuant to a conversion notice, $30,000 in principal and $3,529 in interest was converted at $8.15 per share into

4,114 shares of common stock.

July 23, 2018, pursuant to a conversion notice, $30,000 in principal and $1,959 in interest was converted at $9.30 per share into

3,437 shares of common stock.

July 24, 2018, pursuant to a conversion notice, $30,000 in principal and 2,553 in interest was converted at $7.50 per share into

4,340 shares of common stock.

July 25, 2018, pursuant to a conversion notice, $20,000 in principal and NIL in interest was converted at $8.99 per share into

2,225 shares of common stock.

July 26, 2018, pursuant to a conversion notice, $20,000 in principal and NIL in interest was converted at 7.85 per share into

2,548 shares of common stock.

July 30, 2018, pursuant to a conversion notice, $20,000 in principal and NIL in interest was converted at $7.20 per share into

2,778 shares of common stock.

July 31, 2018, pursuant to a conversion notice, $20,000 in principal and $1,733 in interest was converted at $5.85 per share into

3,715 shares of common stock.

July 31, 2018, pursuant to a conversion notice, $15,000 in principal and NIL in interest was converted at $7.20 per share into

2,083 shares of common stock.

August 2, 2018, pursuant to a conversion notice, $20,000 in principal and $1,742 in interest was converted at $5.13 per share

into 4,238 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

August 2, 2018, pursuant to a conversion notice, $15,000 in principal and NIL in interest was converted at $5.95 per share into

2,521 shares of common stock.

August 3, 2018, pursuant to a conversion notice, $10,000 in principal and $873 in interest was converted at $4.59 per share into

2,369 shares of common stock.

August 3, 2018, pursuant to a conversion notice, $25,000 in principal and $1,693 in interest was converted at $5.30 per share

into 5,035 shares of common stock.

August 7, 2018, pursuant to a conversion notice, $20,000 in principal and NIL in interest was converted at $4.60 per share into

4,348 shares of common stock.

August 8, 2018, pursuant to a conversion notice, $15,000 in principal and $1,871 in interest was converted at $3.90 per share

into 4,326 shares of common stock.

August 8, 2018, pursuant to a conversion notice, $18,000 in principal and $2,195 in interest was converted at $2.80 per share

into 7,225 shares of common stock.

August 13, 2018, pursuant to a conversion notice, $15,000 in principal and $1,343 in interest was converted at $2.85 per share

into 5,735 shares of common stock.

August 13, 2018, pursuant to a conversion notice, $15,000 in principal and $1,049 in interest was converted at $2.95 per share

into 5,449 shares of common stock.

August 13, 2018, pursuant to a conversion notice, $20,000 in principal and NIL in interest was converted at $3.20 per share into

6,250 shares of common stock.

August 20, 2018, pursuant to a conversion notice, $10,000 in principal and $647 in interest was converted at $1.59 per share into

6,696 shares of common stock.

August 20, 2018, pursuant to a conversion notice, $12,430 in principal and NIL in interest was converted at $1.90 per share into

6,542 shares of common stock.

August 22, 2018, pursuant to a conversion notice, $14,000 in principal and $1,006 in interest was converted at $1.64 per share

into 9,134 shares of common stock.

August 22, 2018, pursuant to a conversion notice, $10,570 in principal and $885 in interest was converted at $1.75 per share into

6,546 shares of common stock.

August 24, 2018, pursuant to a conversion notice, $10,000 in principal and $656 in interest was converted at $1.38 per share into

7,721 shares of common stock.

August 27, 2018, pursuant to a conversion notice, NIL in principal and $5,235 in interest was converted at $1.48 per share into

3,537 shares of common stock.

August 28, 2018, pursuant to a conversion notice, $8,500 in principal and $565 in interest was converted at $1.17 per share into

7,748 shares of common stock.

August 28, 2018, pursuant to a conversion notice, $10,250 in principal and $750 in interest was converted at $1.21 per share into

9,099 shares of common stock.

August 29, 2018, pursuant to a conversion notice, $8,450 in principal and $563 in interest was converted at $1.17 per share into

7,704 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

August 31, 2018, pursuant to a conversion notice, $9,000 in principal and $1,159 in interest was converted at $1.28 per share

into 7,946 shares of common stock.

September 4, 2018, pursuant to a conversion notice, $3,000 in principal and $237 in interest was converted at $1.17 per share

into 2,766 shares of common stock.

September 5, 2018, pursuant to a conversion notice, $3,000 in principal and $237 in interest was converted at $1.17 per share

into 2,767 shares of common stock.

September 6, 2018, pursuant to a conversion notice, $28,750 in principal and NIL in interest was converted at $1.15 per share

into 25,000 shares of common stock.

September 6, 2018, pursuant to a conversion notice, $7,250 in principal and $545 in interest was converted at $1.21 per share

into 6,448 shares of common stock.

September 6, 2018, pursuant to a conversion notice, $9,000 in principal and $1,194 in interest was converted at $1.28 per share

into 7,973 shares of common stock.

September 7, 2018, pursuant to a conversion notice, $5,000 in principal and $343 in interest was converted at $1.17 per share

into 4,567 shares of common stock.

September 11, 2018, pursuant to a conversion notice, $28,500 in principal and $2,174 in interest was converted at $7.75 per share

into 3,958 shares of common stock.

September 12, 2018, pursuant to a conversion notice, $25,000 in principal and $3,288 in interest was converted at $6.60 per share

into 4,289 shares of common stock.

September 14, 2018, pursuant to a conversion notice, $50,000 in principal and $4,056 in interest was converted at $13.95 per share

into 3,875 shares of common stock.

September 14, 2018, pursuant to a conversion notice, $131,500 in principal and $5,707 in interest was converted at $14.42 per

share into 9,518 shares of common stock.

September 19, 2018, pursuant to a conversion notice, $28,500 in principal and $1,268 in interest was converted at $17.86 per share

into 1,667 shares of common stock.

September 21, 2018, pursuant to a conversion notice, $30,000 in principal and $2,153 in interest was converted at $17.28 per share

into 1,861 shares of common stock.

September 26, 2018, pursuant to a conversion notice, $128,500 in principal and $9,333 in interest was converted at $16.80 per

share into 8,178 shares of common stock.

September 26, 2018, pursuant to a conversion notice, $106,000 in principal and $2,765 in interest was converted at $17.36 per

share into 6,265 shares of common stock.

September 27, 2018, pursuant to a conversion notice, $75,000 in principal and $4,917 in interest was converted at $16.80 per share

into 4,757 shares of common stock.

October 8, 2018, pursuant to a conversion notice, $125,000 in principal and $8,500 in interest was converted at $16.80 per share

into 7,946 shares of common stock.

October 8, 2018, pursuant to a conversion notice, $65,000 in principal and $6,110 in interest was converted at $16.80 per share

into 4,233 shares of common stock.

October 16, 2018, pursuant to a conversion notice, $106,000 in principal and $4,740 in interest was converted at $21.70 per share

into 5,103 shares of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2019 and 2018

October 19, 2018, pursuant to a conversion notice, $50,000 in principal and $6,956 in interest was converted at $21.00 per share

into 2,712 shares of common stock.

October 24, 2018, pursuant to a conversion notice, $100,000 in principal and $14,022 in interest was converted at $20.40 per share

into 5,589 shares of common stock.

October 25, 2018, pursuant to a conversion notice, $85,000 in principal and $820 in interest was converted at $20.74 per share

into 4,138 shares of common stock.

November 5, 2018, pursuant to a conversion notice, $65,000 in principal and $784 in interest was converted at $13.76 per share

into 4,782 shares of common stock.

November 16, 2018, pursuant to a conversion notice, $50,000 in principal and $6,500 in interest was converted at $8.40 per share

into 6,726 shares of common stock.

November 23, 2018, pursuant to a conversion notice, $24,000 in principal and $2,320 in interest was converted at $7.53 per share

into 3,495 shares of common stock.

November 29, 2018, pursuant to a conversion notice, $50,000 in principal and $6,644 in interest was converted at $7.53 per share

into 7,523 shares of common stock.

December 4, 2018, pursuant to a conversion notice, $28,000 in principal and $1,405 in interest was converted at $7.32 per share

into 4,017 shares of common stock.

December 13, 2018, pursuant to a conversion notice, $30,000 in principal and $3,260 in interest was converted at $5.10 per share

into 6,522 shares of common stock.

December 18, 2018, pursuant to a conversion notice, $40,000 in principal and $4,391 in interest was converted at $3.90 per share

into 11,382 shares of common stock.

December 18, 2018, pursuant to a conversion notice, $37,000 in principal and $1,971 in interest was converted at $3.97 per share

into 9,829 shares of common stock.

December 20, 2018, pursuant to a conversion notice, $20,000 in principal and $3,058 in interest was converted at $3.90 per share

into 5,912 shares of common stock.

December 31, 2018, pursuant to a conversion notice, $75,000 in principal and $4,300 in interest was converted at $3.97 per share

into 20,000 shares of common stock.

December 31, 2018, pursuant to a conversion notice, $60,000 in principal and $9,320 in interest was converted at $3.90 per share

into 17,774 shares of common stock.

January 3, 2019, pursuant to a conversion notice, $45,000 in principal and $2,555 in interest was converted at $5.52 per share

into 8,614 shares of common stock.

January 16, 2019, pursuant to a conversion notice, $50,000 in principal and $2,400 in interest was converted at $4.26 per share

into 12,300 shares of common stock.

January 29, 2019, pursuant to a conversion notice, $25,000 in principal and NIL in interest was converted at $4.33 per share into

5,772 shares of common stock.

January 29, 2019, pursuant to a conversion notice, $55,000 in principal and $2,799 in interest was converted at $4.26 per share

into 13,568 shares of common stock.

January 29, 2019, pursuant to a conversion notice, $40,000 in principal and $2,499 in interest was converted at $4.33 per share

into 9,813 shares of common stock.

the year ended June 30, 2019, the Company issued 704,258 shares of its common stock at an average contractual conversion price

of $4.76, ranging from approximately $0.61 to $14.97, as a result of the conversion of principal and interest in the aggregate

amount of $3,350,783 underlying certain outstanding convertible notes converted during such period.

The total recorded to equity

was $3,350,783.

The Company reclassified $1,824,317 in put premiums to additional paid in capital following conversions during

the year ended June 30, 2019.

BIOPHARMA, INC.

2 unchanged sentences

30, 2020 and 2019

February 8, 2019, pursuant to a conversion notice, $49,990 in principal and $4,466 in interest was converted at $4.53 per share

into 12,021 shares of common stock.

February 19, 2019, pursuant to a conversion notice, $40,000 in principal and $3,671 in interest was converted at $4.26 per share

into 10,251 shares of common stock.

February 26, 2019, pursuant to a conversion notice, $60,000 in principal and $5,600 in interest was converted at $4.20 per share

into 15,619 shares of common stock.

March 7, 2019, pursuant to a conversion notice, $25,000 in principal and NIL in interest was converted at $3.97 per share into

6,305 shares of common stock.

March 8, 2019, pursuant to a conversion notice, $60,000 in principal and $5,733 in interest was converted at $3.90 per share into

16,855 shares of common stock.

March 15, 2019, pursuant to a conversion notice, $40,000 in principal and $3,884 in interest was converted at $3.60 per share

into 12,190 shares of common stock.

March 25, 2019, pursuant to a conversion notice, $21,250 in principal and NIL in interest was converted at $3.48 per share into

6,112 shares of common stock.

March 26, 2019, pursuant to a conversion notice, $35,000 in principal and $3,484 in interest was converted at $3.42 per share

into 11,253 shares of common stock.

April 8, 2019, pursuant to a conversion notice, $25,000 in principal and $2,561 in interest was converted at $3.00 per share into

9,187 shares of common stock.

April 18, 2019, pursuant to a conversion notice, $30,000 in principal and $3,140 in interest was converted at $2.79 per share

into 11,878 shares of common stock.

April 22, 2019, pursuant to a conversion notice, $26,000 in principal and $1,111 in interest was converted at $2.84 per share

into 9,558 shares of common stock.

May 1, 2019, pursuant to a conversion notice, $24,700 in principal and NIL in interest was converted at $2.44 per share into 10,123

shares of common stock.

May 6, 2019, pursuant to a conversion notice, $30,000 in principal and $4,220 in interest was converted at $2.40 per share into

14,258 shares of common stock.

May 17, 2019, pursuant to a conversion notice, $23,700 in principal and $1,143 in interest was converted at $2.20 per share into

11,313 shares of common stock.

May 24, 2019, pursuant to a conversion notice, $20,000 in principal and $2,893 in interest was converted at $1.80 per share into

12,719 shares of common stock.

June 16, 2019, pursuant to a conversion notice, $15,000 in principal and $2,240 in interest was converted at $1.98 per share into

8,707 shares of common stock.

June 26, 2019, pursuant to a conversion notice, NIL in principal and $2,723 in interest was converted at $0.15 per share into

17,855 shares of common stock.

June 28, 2019, pursuant to a conversion notice, $20,480 in principal and $2,467 in interest was converted at $0.61 per share into

37,348 shares of common stock.

June 28, 2019, pursuant to a conversion notice, $20,480 in principal and $1,176 in interest was converted at $0.62 per share into

34,669 shares of common stock.

Company has 6,819 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2019.

During the year ended June 30, 2020, the Company

issued 247,619,247 shares of its common stock at an average contractual conversion price of $0.007, ranging from $0.002 to $0.91,

as a result of the conversion of principal and interest in the aggregate amount of $1,814,336 underlying certain outstanding principal

amount and accrued interest of convertible notes converted during such period, including $15,000 of conversion fees.

recorded to equity was $2,125,174.

Notes with principal amounts totaling $254,500 and accrued interest of $15,408 contained

bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $565,746 resulting

in a loss on extinguishment at the time of conversion of $295,838 and $362,961 of derivative fair value was recorded as a gain

on extinguishment at the time of conversion.

The Company reclassified $874,924 in put premiums to additional paid in capital following

conversions during the year ended June 30, 2020.

Company has 739,138,743 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant

to underlying financing agreements at June 30, 2020.

issued for services