What changed in this filing

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Item 9A. Controls and Procedures

2020-10-01 compared with 2019-10-15 · 315 added, 437 removed, 733 unchanged (51% of the section changed)

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preparation and presentation.

carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial

Officer, James Nathanielsz, of the effectiveness of our internal controls over financial reporting as of June 30, 2019.

on this assessment, management believes that, as of June 30, 2019, we did not maintain effective internal control over financial

reporting based on the criteria established in the “Internal Integrated Framework”

issued by COSO in 2013 due to certain

material weaknesses in its internal controls.

Specifically, the Board does not currently have a director who qualifies as an audit

committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Further, because of the lack of administrative

support staff, and due to the financial constraints on the Company, management has not been able to develop or implement controls

related to the segregation of duties for purposes of financial reporting.

As noted above, management has undertaken efforts to

mitigate this by intending to hire a new employee on at least a part-time basis who will be solely tasked with financial reporting

duties, subject to receiving sufficient financing.

There is no guarantee, however, that we will be able to implement this new

hire during the course of the current fiscal year or that this by itself will markedly improve our internal control over financial

We carried out an evaluation, under the supervision

and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our

internal controls over financial reporting as of June 30, 2020.

Based on this assessment, management believes that, as of June

30, 2020, we did not maintain effective internal control over financial reporting based on the criteria established in the “Internal

Integrated Framework”

issued by COSO in 2013 due to certain material weaknesses in its internal controls.

Specifically,

the Board does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii)

of Regulation S-K.

Further, because of the lack of administrative support staff, and due to the financial constraints on the Company,

management has not been able to develop or implement controls related to the segregation of duties for purposes of financial reporting.

Management has undertaken efforts to mitigate this by intending to hire a new employee on at least a part-time basis to

undertake general accounting functions, subject to receiving sufficient financing.

There is no guarantee, however, that we

will be able to implement this new hire during the course of the current fiscal year or that this by itself will markedly improve

our internal control over financial reporting.

Weaknesses and Corrective Actions

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knowledge of U.S.

outsource the functions that would normally be performed by a principal financial officer to assist us in implementing the necessary

financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

We outsource certain of the functions

that would normally be performed by a principal financial officer to assist us in implementing the necessary financial controls

over the financial reporting and the utilization of internal management and staff to effectuate these controls.

believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in

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as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing

an audit committee of our board of directors comprised of at least two independent directors, adding experienced accounting and

financial personnel and retaining third-party consultants to review our internal controls and recommend improvements, subject

to receiving sufficient additional capital.

If we receive sufficient capital, we hope to hire a part- or full-time chief financial

officer as the first step in building out our accounting department.

We will need to take additional measures to fully mitigate

these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1)

address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material

weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements.

In addition, other material weaknesses may be identified in the future.

If we are unable to correct deficiencies in internal controls

in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time

periods specified in the rules and forms of the SEC will be adversely affected.

This failure could negatively affect the market

price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject

us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial

We plan to take a number of actions in the

future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors

comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party

consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional capital.

we receive sufficient capital, we hope to increase the chief financial officer’s role from part-time to full-time as the

next step in building out our accounting department.

We will need to take additional measures to fully mitigate these issues,

and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the

issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or

other material weaknesses will not result in a material misstatement of our annual or interim financial statements.

other material weaknesses may be identified in the future.

If we are unable to correct deficiencies in internal controls in a

timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods

specified in the rules and forms of the SEC will be adversely affected.

This failure could negatively affect the market price

and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us

to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

Report of the Independent Registered Public Accounting Firm

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and CFO Certifications

31.1 to this Annual Report are the Certifications of our Chief Executive Officer and the Chief Financial Officer.

These certifications

are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”).

of this Annual Report, which you are currently reading, is the information concerning the Evaluation referred to above and

in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for

a more complete understanding of the topics presented.

and 31.2 to this Annual Report are the Certifications of our Chief Executive Officer and the Chief Financial Officer.

These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302

Certifications”).

This Item 9A.

of this Annual Report, which you are currently reading, is the information concerning

the Evaluation referred to above and in the Section 302 Certifications, and this information should be read in conjunction

with the Section 302 Certifications for a more complete understanding of the topics presented.

Other Information.

Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby an investor (the

“Investor”) purchased from the Company, for a purchase price of $103,000 (the “Purchase Price”), of which

$100,000 was paid to the Company (reflecting payment of legal fees of $3,000 and an original issuance discount of $5,000), a Convertible

Promissory Note, in the principal amount of $108,000 (the “Note”).

The Purchase Price was funded on October 8, 2019.

The Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of

Note is due and payable on October 3, 2020 (the “Maturity Date”) and entitles the holder to 8% interest per annum

(the “Interest Rate”).

The Note may be converted into shares of the Company’s common stock equal to 40% discount

of the lowest closing bid price of the Common Stock, for the ten trading days immediately prior to the delivery of a notice of

provided, however, such conversion shall not be effected to the extent that the Investor together with any of its

affiliates would beneficially own in excess of 4.99%, which may be increased up to 9.99% upon 60 days’

prior written notice

by the Investor to the Company.

In the event of a default, without demand, presentment or notice, the Note shall become immediately

due and payable.

foregoing provides only brief descriptions of the material terms of the Securities Purchase Agreement and the Note, and does not

purport to be a complete description of the rights and obligations of the parties thereunder, and such descriptions are qualified

in their entirety by reference to the full text of the forms of Securities Purchase Agreement and the Note, respectively, filed

as exhibits 10.56 and 4.55, respectively, to this Annual Report on Form 10-K, and are incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

following table sets forth certain information regarding our current executive officers and directors as of October 2, 2019:

following table sets forth certain information regarding our current executive officers and directors as of September 14, 2020:

Executive Officer, Acting Chairman, Treasurer and Director

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Campiciano ― Mr.

Campiciano, age 64, is qualified as a chartered accountant and has extensive experience working with

business on a wide range of areas including taxation, finance, operations, planning, operational and financial strategy.

to his appointment as the Company’s Chief Financial Officer and Secretary, Mr.

Campiciano served as the Chief Financial

Officer of MedAdvisor International Pty Ltd.

from July 2012 until December 2016, where he was part of the foundation team that

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

listing on the ASX in December 2015.

Campiciano, qualified as a chartered accountant and has extensive experience working with business

on a wide range of areas including taxation, finance, operations, planning, operational and financial strategy.

Prior to his appointment

as the Company’s Chief Financial Officer and Secretary, Mr.

Campiciano served as the Chief Financial Officer of MedAdvisor

International Pty Ltd.

from July 2012 until December 2016, where he was part of the foundation team that launched MedAdvisor in

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

December 2015.

As part of MedAdvisor’s executive team, Mr.

Campiciano was instrumental in the strategic

and operational development of the company’s business, which included overseeing the expansion of its operations to be a

market leader in Australia, as well as establishing the business in the USA and Asia.

Campiciano was instrumental in the strategic and operational

development of the company’s business, which included overseeing the expansion of its operations to be a market leader in

Australia, as well as establishing the business in the USA, UK and Asia.

Campiciano also served as Chief Financial

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GAAP certification.

connection with his appointment, Propanc PTY entered into an employment agreement with Mr.

Campiciano, the terms of which are

summarized below.

There is no arrangement or understanding between Mr.

In connection with his appointment, Propanc

Pty Ltd entered into an employment agreement with Mr.

There is no arrangement or understanding between

Campiciano and any other persons pursuant to which Mr.

Campiciano was appointed to his positions.

There are no family relationships between Mr.

Campiciano and any of the Company’s

officers or directors.

Other than as described below and herein, there are no other transactions to which the Company or any of

its subsidiaries is a party in which Mr.

Campiciano has a material interest subject to disclosure under Item 404(a) of Regulation

There are no family relationships

Campiciano and any of the Company’s officers or directors.

Other than as described below and herein, there are

no other transactions to which the Company or any of its subsidiaries is a party in which Mr.

Campiciano has a material interest

subject to disclosure under Item 404(a) of Regulation S-K.

Prior to his appointment, Mr.

Campiciano has been providing various finance and accounting services to the Company since

its inception.

The Company also entered into a standard form of Indemnification Agreement with Mr.

Campiciano in connection with

his appointment.

Campiciano has been providing various

finance and accounting services to the Company since its inception.

The Company also entered into a standard form of Indemnification

Agreement with Mr.

Campiciano in connection with his appointment.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until

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expertise in translational research.

of June 30, 2019, the members of our Scientific Advisory Board were:

As of June 30, 2020,

the members of our Scientific Advisory Board were:

Klaus Kutz (also serving as our acting Chief Medical Officer);

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He served for several years on the UK Committee on Safety

of Medicines, currently Chair’s the Expert Advisory Group for Oncology &Hematology for the Commission on Human Medicines

and serves on the Expert Oncology Advisory Group to the European Drug Licensing Board.

He is a fellow of the Royal College of

Physicians of Edinburgh and London, and fellow of the Royal Society of Edinburgh.

of Medicines, currently Chair’s the Expert Advisory Group for Oncology & Haematology for the Commission on Human

Medicines and serves on the Expert Oncology Advisory Group to the European Drug Licensing Board.

He is a fellow of the Royal College

of Physicians of Edinburgh and London, and fellow of the Royal Society of Edinburgh.

He is a past-president of the European Society

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Joseph Chalil ― Dr.

Chalil is a Physician and Executive at Boehringer Ingelheim, the world’s largest privately

held pharmaceutical company.

Headquartered in Ingelheim, Germany, Boehringer Ingelheim operates globally with 146 affiliates and

a more than 47,700 employees.

Chalil is a Physician and Executive at Boehringer Ingelheim, the world’s largest

privately held pharmaceutical company.

Headquartered in Ingelheim, Germany, Boehringer Ingelheim operates globally with 146

affiliates and more than 47,700 employees.

In 2014, Boehringer Ingelheim achieved net sales of about 13.3 billion Euros.

Research and development

expenditure corresponds to 19.9 percent of its net sales.

In addition to his responsibilities at Boehringer Ingelheim, Dr.

is the Chairman of Global Clinical Research and Trial Network of the American Association of Physicians of Indian Origin (AAPI)

and has served as Scientific Advisor to AAPI for the past five years.

AAPI is the second largest physician organization in the

Research and development expenditure corresponds to 19.9 percent of its net sales.

In addition to his responsibilities at

Boehringer Ingelheim, Dr.

Chalil is the Chairman of Global Clinical Research and Trial Network of the American Association of

Physicians of Indian Origin (AAPI) and has served as Scientific Advisor to AAPI for the past five years.

AAPI is the second

largest physician organization in the U.S.

second only to AMA, and the largest ethnic medical organization in the country.

A veteran of the United States Navy Medical

Chalil is also board certified in healthcare management, and has been awarded Fellowship by the American College of

Healthcare Executives, an international professional society of more than 40,000 healthcare executives who lead hospitals, healthcare

systems and other healthcare organizations.

Chalil is an expert in U.S.

Healthcare policy and a strong advocate for patient

centered care and has also served as an advisor to various national political campaigns on healthcare issues.

Chalil completed

his higher studies in University of Medicine and Dentistry of New Jersey, Davenport University, JJM Medical College and Baylor

College of Medicine.

He has been a Visiting Professor at various Universities and serves on various company Boards.

veteran of the United States Navy Medical Corps, Dr.

Chalil is also board certified in healthcare management, and has been

awarded Fellowship by the American College of Healthcare Executives, an international professional society of more than

40,000 healthcare executives who lead hospitals, healthcare systems and other healthcare organizations.

expert in U.S.

Healthcare policy and a strong advocate for patient centered care and has also served as an advisor to various

national political campaigns on healthcare issues.

Chalil completed his higher studies in University of Medicine and

Dentistry of New Jersey, Davenport University, JJM Medical College and Baylor College of Medicine.

He has been a Visiting

Professor at various Universities and serves on various company Boards.

Macarena Perán ― Dr.

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Executive Compensation.

the fiscal years ended June 30, 2019 and 2018, our sole named executive officer, who is our principal executive officer (the “Named

Executive Officer”), was Mr.

James Nathanielsz, our current Chief Executive Officer, acting Chief Financial Officer, Chairman

and a director.

For the fiscal years ended June 30, 2020 and 2019, our sole named

executive officer, who is our principal executive officer (the “Named Executive Officer”), was Mr.

James Nathanielsz,

our current Chief Executive Officer, Chairman and a director.

Compensation Table

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Nathanielsz (1)

$ 421,916 (2)

$ 221,710 (3)

Executive Officer and Chief Financial Officer (June 30, 2019)

$ 285,277 (2)

$ 221,970 (3)

purposes of the information included in the table, the conversion rates as of June 30, 2019 and 2018, $0.7153 and $0.7753,

respectively, were used to convert amounts from AUD to USD.

Executive Officer (June 30, 2020)

purposes of the information included in the table, the conversion rates as of June 30,

2020 and 2019, $0.6891 and $0.7153, respectively, were used to convert amounts

from AUD to USD.

the Nathanielsz Employment Agreement (as defined below), Mr.

Nathanielsz received a gross annual salary of $300,000 AUD per

year through January 31, 2018.

Effective February 1, 2018, our board of directors approved an increase in Mr.

Nathanielsz’

gross annual salary to $400,000 AUD.

Nathanielsz has also accrued unused annual leave in the amounts of $51,001 and $20,383

Nathanielsz received a gross

annual salary of $400,000 AUD per year effective February 1, 2018 as approved by the

board of directors.

Nathanielsz has also accrued unused annual and long service leave

in the amounts of $46,187 (AUD) ($31,827 USD) and $135,795 (AUD) ($97,134 USD)

for fiscal years 2020 and 2019, respectively, which are included in the total above.

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Nathanielsz a $300,000 AUD ($221,970 USD) cash bonus for accomplishments

while servicing as our chief executive officer, of which $59,226 was paid in the year ended June 30, 2018 and the balanced

while servicing as our chief executive officer, of which $59,221 was paid in the year ended June 30, 2018 and the balance

was paid in the year ended June 30, 2019.

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Nathanielsz a $460,000 AUD ($322,414

USD) cash bonus for accomplishments while servicing as our chief executive officer, of which $64,377 was paid in the year

ended June 30, 2019.

USD) cash bonus for accomplishments while servicing as our chief executive officer, of which $64,372 was paid in the

year ended June 30, 2019 and a further $136,606 was paid in the year ended June 30, 2020.

On July 13, 2020 the Board approved

a bonus of $240,000 AUD ($165,384 USD) being equal to 60% of Mr Nathanielsz base salary.

the Nathanielsz Employment Agreement, Mr.

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current fiscal year, pursuant to the terms of the Nathanielsz Employment Agreement, based upon the performance of the Company.

September 25, 2017, the Company and Mr.

On September 25, 2017, the Company and Mr.

Nathanielsz entered into an amendment to the Nathanielsz Employment Agreement.

The amendment

provides that the annual leave section of the Nathanielsz Employment Agreement be changed to permit any unused annual leave to

roll over from year-to-year and that Mr.

Nathanielsz would be entitled to receive any accrued but unpaid annual leave in the event

of the termination of his employment.

The Employment Agreement also acknowledges that Mr.

Nathanielsz has accrued $121,884 of

unused annual leave since he joined the Company in 2007.

These amended provisions are intended to make the Nathanielsz Employment

Agreement consistent with Australian law governing employee leave.

In addition, the amendment clarifies certain activities that

The amendment provides that the annual leave section

of the Nathanielsz Employment Agreement be changed to permit any unused annual leave to roll over from year-to-year and that Mr.

Nathanielsz would be entitled to receive any accrued but unpaid annual leave in the event of the termination of his employment.

The Employment Agreement also acknowledged that Mr.

Nathanielsz had accrued $121,884 of unused annual leave since

he joined the Company in 2007 through the agreement date.

These amended provisions are intended to make the Nathanielsz

Employment Agreement consistent with Australian law governing employee leave.

In addition, the amendment clarifies certain activities

Nathanielsz is prohibited from engaging in while employed at the Company in order to prevent competitive harm.

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Nathanielsz’s existing employment agreement with Company.

May 14, 2019, the Board awarded a cash bonus of AU$460,000 (US$327,014) to Mr.

Nathanielsz, which is equal to 115% of his annual

base salary in 2019 and is consistent with the bonus parameters set forth in Mr.

Nathanielsz’s existing employment agreement

with Company.

May 14, 2019, the Board awarded a cash bonus of AU$460,000 (USD $322,414) to Mr.

Nathanielsz, which is equal to 115% of

his annual base salary in 2019 and is consistent with the bonus parameters set forth in Mr.

Nathanielsz’s existing employment

agreement with Company.

On July 13, 2020 the Board approved a bonus of $240,000 AUD (USD $165,384) being equal to 60% of Mr

Nathanielsz base salary.

Equity Incentive Plan

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Unless sooner terminated, the 2019 Plan would terminate ten years after it is adopted.

of June 30, 2019, no awards or any shares of our common stock were issued under the 2019 Plan.

No awards or any shares of our common

stock were issued during the fiscal year 2020 under the 2019 Plan.

Equity Awards at Fiscal Year-End

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May 14, 2019, the Board granted Mr.

Nathanielsz 39,000 tenure based stock options at

an exercise price of $4.68 per share and 78,000 performance based restricted stock units.

The fair value of the 39,000 options and 78,000 restricted stock units at the grant date

was $165,747 and $331,493, respectively.

Nathanielsz 39,000 tenure based stock options at an exercise price of $4.68 per share

and 78,000 performance based restricted stock units.

The fair value of the 39,000 options and 78,000 restricted stock units

at the grant date was $165,747 and $331,493, respectively.

With 39,000 of such restricted stock vested on May 14, 2020 and

the balance subject to performance conditions.

Compensation for the Fiscal Year Ended June 30, 2020

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a base fee of $4,500 AUD per month ($54,000 AUD annually).

May 14, 2019, the Board granted Dr.

Kenyon 19,500 tenure based stock options at an exercise price of $4.25 per share and 39,000

performance based restricted stock units.

The fair value of the 19,500 options and 39,000 restricted stock unit at the grant date

was $82,874 and $165,747, respectively.

On May 14, 2019, the Board granted Dr.

19,500 tenure based stock options at an exercise price of $4.25 per share and 19,500 performance based restricted stock

units and 19,500 resyricted stock units vesting 1 year from the grant date.

The fair value of the 19,500 options and 39,000

restricted stock unit at the grant date was $82,874 and $165,747, respectively.

Director Compensation

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following sets forth information as of October 2, 2019, regarding the number of shares of our Common Stock beneficially owned

by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and

named executive officer and (iii) all of our directors and named executive officers as a group.

The following sets forth information as of September 23, 2020 regarding

the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our

outstanding Common Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive

officers as a group.

amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination

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Represents beneficial ownership of less than one percent.

Applicable percentages are based on 1,170,026 shares of our common stock outstanding as of October 2, 2019.

Applicable percentages are based on 668,670,618 shares of our common stock outstanding as of September 28, 2020.

Applicable percentages are based on 500,000 shares of our Series A Preferred Stock and 1 share of our Series B Preferred Stock

outstanding as of October 2, 2019, except where the person or entity has the right to receive shares within the next 60 days,

which would increase the number of shares owned by such person or entity and the number of shares outstanding.

outstanding as of September 28, 2020, except where the person or entity has the right to receive shares within the next

60 days, which would increase the number of shares owned by such person or entity and the number of shares outstanding.

North 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.

James Nathanielsz, the Chief Executive Officer and a director of our

Company, has voting and investment power over these shares.

Represents 345 shares of our common stock held by North Horizon Pty Ltd.

and 572 shares of common stock issuable to Mr.

pursuant to his stock options currently exercisable or exercisable within 60 days of October 2, 2019.

pursuant to his stock options currently exercisable on or before April 14, 2021.

Excludes 26,000 options, 39,000

and 78,000 restricted stock units that are subject to certain vesting conditions, as discussed above in the section captioned

“Executive Compensation ― New Employment Agreement with James Nathanielsz,”

and that will not vest as of December

restricted stock units that vested in May 2020 and 39,000 restricted stock units that are subject to certain vesting

conditions, as discussed above in the section captioned “Executive Compensation ― New Employment Agreement with James

Nathanielsz,”.

Represents 230 shares of our common stock held by Dr.

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issuable to Dr.

Kenyon pursuant to his stock options currently exercisable or exercisable within 60 days of October 2, 2019.

19,500 options and 39,000 restricted stock units that are subject to certain vesting conditions, as discussed above in the section

captioned “Executive Compensation ― New Services Agreement with Julian Kenyon,”

and that will not vest as of

December 1, 2019.

Kenyon pursuant to his stock options currently exercisable on or before April 14, 2021.

Excludes 6,500

options, 19,500 restricted stock units that vested in May 2020, and 19,500 restricted stock units that are subject

to certain vesting conditions, as discussed above in the section captioned “Executive Compensation ― New Services

Agreement with Julian Kenyon,”.

Certain Relationships and Related Transactions, and Director Independence.

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Nathanielsz’s wife, Sylvia Nathanielsz, is and has been an employee of our Company since October 2015.

receives an annual salary of $57,570 AUD, or $44,634 USD, and is entitled to benefits customarily expected to be provided to employees

of the Company.

From July 2015 until October 2015, Mrs.

Nathanielsz was an independent contractor serving our Company and was

paid approximately $13,632 for her services.

receives an annual salary of $120,000 AUD, or $80,904 USD, and is entitled to benefits customarily expected to be

provided to employees of the Company.

and Director Compensation Arrangements

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to these indemnification provisions.

May 14, 2019, our board of directors approved a form of Indemnification Agreement (“Indemnification Agreement”) for

each of our officers and directors.

The Indemnification Agreement requires us to indemnify our directors and officers and to advance

expenses on behalf of such directors or officers to the fullest extent permitted by applicable law and establish the procedures

by which a director or executive officer may request and receive indemnification.

The Indemnification Agreement is in addition

to other rights to which a director or officer may be entitled under our Certificate of Incorporation, Bylaws and applicable law.

and Procedures for Transactions with Related Persons

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Our Board pre-approves all services provided by our independent registered public accounting firm.

All of the above services and fees during the fiscal years ended June 30, 2019 and 2018 were reviewed and approved by our Board

before the respective services were rendered.

All of the above services and fees during the fiscal years ended June 30, 2020 and 2019 were reviewed and approved

by our Board before the respective services were rendered.

Exhibits, Financial Statement Schedules

of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on

Form S-1, as amended, filed with the SEC on June 23, 2011).

of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended,

filed with the SEC on June 23, 2011).

of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit

3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit

3.1.1 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit

3.1.2 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to

Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on

Form 8-K filed on June 21, 2019).

of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report

on Form 8-K filed on June 21, 2019).

of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1

to the Company’s Current Report on Form 8-K filed on December 16, 2014).

of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K filed on July 15, 2015).

issued to Delafield Investments Limited (“Delafield”), dated October 28, 2015 (incorporated by reference to Exhibit

4.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Month Common Stock Purchase Warrant issued to Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K filed on August 4, 2016).

Stock Purchase Warrant issued to Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K filed on August 4, 2016).

issued to Delafield, dated September 15, 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report

on Form 8-K filed on September 16, 2016).

Convertible Redeemable Junior Subordinated Note due October 31, 2017 issued to Eagle Equities, LLC (incorporated by reference

to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

Convertible Redeemable Junior Subordinated Back End Note due October 31, 2107 issued to Eagle Equities, LLC (incorporated

by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

per Annum, $250,000 Junior Subordinated Convertible Note (Note #1) issued to Regal Consulting (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 23, 2016).

per Annum, $250,000 Junior Subordinated Convertible Note (Note #2) issued to Regal Consulting (incorporated by reference to

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 23, 2016).

Convertible Redeemable Promissory Note due December 2, 2018 issued to Delafield Limited Investments (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 7, 2016).

Stock Purchase Warrant to Delafield Limited Investments, dated December 2, 2016 (incorporated by reference to Exhibit 4.2

to the Company’s Current Report on Form 8-K filed on December 7, 2016).

Convertible Redeemable Junior Subordinated Promissory Note due December 21, 2017 issued to Eagle Equities, LLC (incorporated

by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due December 21, 2017 issued to Eagle Equities,

LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Convertible Redeemable Junior Subordinated Promissory Note due January 27, 2018 issued to Eagle Equities, LLC (incorporated

by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due January 27, 2018 issued to Eagle Equities,

LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

Convertible Redeemable Junior Subordinated Note due March 1, 2018 issued to Eagle Equities, LLC (incorporated by reference

to Exhibit 4.3 to the Company’

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

Certificate of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August 13, 2020).

Certificate of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Debenture issued to Delafield Investments Limited (“Delafield”), dated October 28, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Five Month Common Stock Purchase Warrant issued to Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 4, 2016).

Common Stock Purchase Warrant issued to Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 4, 2016).

Debenture issued to Delafield, dated September 15, 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 16, 2016).

8% Convertible Redeemable Junior Subordinated Note due October 31, 2017 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

8% Convertible Redeemable Junior Subordinated Back End Note due October 31, 2107 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

10% per Annum, $250,000 Junior Subordinated Convertible Note (Note #1) issued to Regal Consulting (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 23, 2016).

10% per Annum, $250,000 Junior Subordinated Convertible Note (Note #2) issued to Regal Consulting (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 23, 2016).

8% Convertible Redeemable Promissory Note due December 2, 2018 issued to Delafield Limited Investments (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 7, 2016).

Common Stock Purchase Warrant to Delafield Limited Investments, dated December 2, 2016 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 7, 2016).

8% Convertible Redeemable Junior Subordinated Promissory Note due December 21, 2017 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due December 21, 2017 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

8% Convertible Redeemable Junior Subordinated Promissory Note due January 27, 2018 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due January 27, 2018 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

8% Convertible Redeemable Junior Subordinated Note due March 1, 2018 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.3 to the Company’

Quarterly Report on Form 10-Q filed on May 8, 2017).

Convertible Redeemable Junior Subordinated Note (Back End Note) due March 1, 2018 issued to Eagle Equities, LLC (incorporated

by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017).

Convertible Redeemable Junior Subordinated Promissory Note due May 17, 2018, issued to GS Capital Partners, LLC (incorporated

by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2017).

Convertible Redeemable Junior Subordinated Promissory Note due September 12, 2018 issued to GS Capital, LLC (incorporated

by reference to Exhibit 4.20 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due September 12, 2018 issued to GS Capital, LLC

(incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Convertible Redeemable Junior Subordinated Note due October 25, 2018 issued to Eagle Equities, LLC, dated November 3, 2017

(incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

Convertible Redeemable Junior Subordinated Back End Note due October 25, 2018 issued to Eagle Equities, LLC, dated November

3, 2017 (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q filed on November

Collateralized

Secured Promissory Note (Bank End Note) due June 25, 2018 (incorporated by reference to Exhibit 4.12 to the Company’s

Quarterly Report on Form 10-Q filed on November 9, 2017).

Convertible Redeemable Note due December 29, 2018 issued to Eagle Equities, LLC, dated December 29, 2017 (incorporated by

reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 5, 2018).

Convertible Redeemable Note due January 22, 2019 issued to Power Up Lending Group LTD., dated January 22, 2018 (incorporated

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

Convertible Redeemable Note due March 21, 2019 issued to GS Capital Partners, LLC, dated March 21, 2018 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Convertible Redeemable Back End Note due March 21, 2019 issued to GS Capital Partners, LLC, dated March 21, 2018 (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Collateralized

Secured Promissory Note due November 23, 2018 issued to GS Capital Partners, LLC (incorporated by reference to Exhibit 10.4

to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Convertible Redeemable Note due April 13, 2019 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Convertible Redeemable Back End Note due April 13, 2019 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Collateralized

Secured Promissory Note due December 13, 2018 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Convertible Redeemable Note due June 14, 2019 issued to Eagle Equities, LLC, dated June 14, 2018 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 20, 2018).

Convertible Redeemable Note due June 26, 2019 issued to JSJ Investments Inc., dated June 26, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 2, 2018).

Purchase Agreement by and between the Company and Coventry Enterprises, LLC, dated as of June 29, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

Convertible Redeemable Note due June 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

Convertible Redeemable Back End Note due June 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

Collateralized

Secured Promissory Note due February 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

Convertible Redeemable Note due July 13, 2019 issued to Eagle Equities, LLC, dated July 13, 2018 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 19, 2018).

Convertible Redeemable Note due August 28, 2019 issued to Power Up Lending Group Ltd., dated August 28, 2018 (incorporated

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Convertible Redeemable Note due August 29, 2019 issued to Eagle Equities, LLC, dated August 29, 2018 (incorporated by reference

to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Convertible Redeemable Note, dated October 2, 2019, issued by the Company to Eagle Equities, LLC (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

Convertible Redeemable Note, dated October 2, 2019, issued by the Company to GS Capital Partners, LLC (incorporated by reference

to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

Convertible Redeemable Back End Note, dated October 2, 2019, issued by the Company to GS Capital Partners, LLC (incorporated

by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

Collateralized

Secured Promissory Note, dated October 2, 2018, issued by GS Capital Partners, LLC to the Company (incorporated by reference

to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

Convertible Redeemable Note, dated November 30, 2018, issued by the Company to Eagle Equities, LLC (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018).

Convertible Redeemable Note, dated December 24, 2018, issued by the Company to Eagle Equities, LLC (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018).

Convertible Redeemable Note, dated May 23, 2019, issued by the Company to Redstart Holdings Corp (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 30, 2019).

8% Convertible Redeemable Junior Subordinated Note (Back End Note) due March 1, 2018 issued to Eagle Equities, LLC (incorporated by reference to Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017).

8% Convertible Redeemable Junior Subordinated Promissory Note due May 17, 2018, issued to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 1, 2017).

8% Convertible Redeemable Junior Subordinated Promissory Note due September 12, 2018 issued to GS Capital, LLC (incorporated by reference to Exhibit 4.20 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

8% Convertible Redeemable Junior Subordinated Promissory Note (Back End Note) due September 12, 2018 issued to GS Capital, LLC (incorporated by reference to Exhibit 4.21 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

8% Convertible Redeemable Junior Subordinated Note due October 25, 2018 issued to Eagle Equities, LLC, dated November 3, 2017 (incorporated by reference to Exhibit 4.10 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

8% Convertible Redeemable Junior Subordinated Back End Note due October 25, 2018 issued to Eagle Equities, LLC, dated November 3, 2017 (incorporated by reference to Exhibit 4.11 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

Collateralized Secured Promissory Note (Bank End Note) due June 25, 2018 (incorporated by reference to Exhibit 4.12 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

8% Convertible Redeemable Note due December 29, 2018 issued to Eagle Equities, LLC, dated December 29, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 5, 2018).

8% Convertible Redeemable Note due January 22, 2019 issued to Power Up Lending Group LTD., dated January 22, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

8% Convertible Redeemable Note due March 21, 2019 issued to GS Capital Partners, LLC, dated March 21, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

8% Convertible Redeemable Back End Note due March 21, 2019 issued to GS Capital Partners, LLC, dated March 21, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Collateralized Secured Promissory Note due November 23, 2018 issued to GS Capital Partners, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

8% Convertible Redeemable Note due April 13, 2019 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

8% Convertible Redeemable Back End Note due April 13, 2019 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Collateralized Secured Promissory Note due December 13, 2018 issued to GS Capital Partners, LLC, dated April 13, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

8% Convertible Redeemable Note due June 14, 2019 issued to Eagle Equities, LLC, dated June 14, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 20, 2018).

8% Convertible Redeemable Note due June 26, 2019 issued to JSJ Investments Inc., dated June 26, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 2, 2018).

Securities Purchase Agreement by and between the Company and Coventry Enterprises, LLC, dated as of June 29, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

8% Convertible Redeemable Note due June 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

8% Convertible Redeemable Back End Note due June 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

Collateralized Secured Promissory Note due February 29, 2019 issued to Coventry Enterprises, LLC, dated June 29, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on July 6, 2018).

8% Convertible Redeemable Note due July 13, 2019 issued to Eagle Equities, LLC, dated July 13, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 19, 2018).

8% Convertible Redeemable Note due August 28, 2019 issued to Power Up Lending Group Ltd., dated August 28, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

8% Convertible Redeemable Note due August 29, 2019 issued to Eagle Equities, LLC, dated August 29, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

8% Convertible Redeemable Note, dated October 2, 2019, issued by the Company to Eagle Equities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

8% Convertible Redeemable Note, dated October 2, 2019, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

8% Convertible Redeemable Back End Note, dated October 2, 2019, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

Collateralized Secured Promissory Note, dated October 2, 2018, issued by GS Capital Partners, LLC to the Company (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on October 5, 2018).

8% Convertible Redeemable Note, dated November 30, 2018, issued by the Company to Eagle Equities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018).

8% Convertible Redeemable Note, dated December 24, 2018, issued by the Company to Eagle Equities, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018).

8% Convertible Redeemable Note, dated May 23, 2019, issued by the Company to Redstart Holdings Corp (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 30, 2019).

8% Convertible Redeemable Note, dated July 3, 2019, issued by the Company to Power Up Lending Group Ltd.

(incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 10,2019).

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 10,2019).

10% Convertible Redeemable Note dated July 30, 2019, by and between the Company and Odyssey Capital Funding LLC.

(incorporated

by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019).

Redeemable Note, issued to Auctus Fund LLC on August 30, 2019 and effective as of September 3, 2019 (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s common stock (incorporated by reference

to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s common stock (incorporated by reference

to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s common stock (incorporated by reference

to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Form of Convertible Promissory Note

Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit

10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6

to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Purchase Agreement between the Company and Delafield, dated October 28, 2015 (incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on November 3, 2015).

Rights Agreement between the Company and Delafield, dated October 28, 2015 (incorporated by reference to Exhibit 10.2 to the

Company’s Current Report on Form 8-K filed on November 3, 2015).

Agreement between the Company, all of the Subsidiaries of the Company and Delafield, dated October 28, 2015 (incorporated

by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

dated March 11, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on

March 11, 2016).

Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference

to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to

Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on

Form S-1 filed on March 25, 2016.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019).

Convertible Redeemable Note, issued to Auctus Fund LLC on August 30, 2019 and effective as of September 3, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s common stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s common stock (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s common stock (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-K filed on October 15, 2019)

Form of First Convertible Redeemable Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 17, 2020)

Form of Second Convertible Redeemable Promissory Note (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 17, 2020)

Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Debt Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Debt Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Securities Purchase Agreement between the Company and Delafield, dated October 28, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Registration Rights Agreement between the Company and Delafield, dated October 28, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Security Agreement between the Company, all of the Subsidiaries of the Company and Delafield, dated October 28, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 3, 2015).

Addendum, dated March 11, 2016 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on March 11, 2016).

Employment Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Director Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Form of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on March 25, 2016.

10.10&dagger;

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated

by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

Amendment No.

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

10.11&dagger;

1 unchanged sentence

2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Agreement by and between the Company and Delafield, dated July 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on July 5, 2016).

Agreement by and between the Company and Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed on August 4, 2016).

Manufacturing

Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated

by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Issuance Agreement between the Company and Delafield, dated September 15, 2016 (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on September 16, 2016).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of October 31, 2016 (incorporated by reference

to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

Agreement between the Company and Regal Consulting, LLC, dated November 18, 2016 (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on November 23, 2016).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of December 21, 2016 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Agreement dated as of December 2, 2016 between the Company and Delafield (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed on December 7, 2016).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated December 21, 2016 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated January 30, 2016 (incorporated by reference to

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

Agreement dated as of March 10, 2017 between the Company and Delafield (incorporated by reference to Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on March 21, 2017).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated March 1, 2017 (incorporated by reference to Exhibit

10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017).

Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of May 17, 2017 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2017).

Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of September 12, 2017 (incorporated by

reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Agreement dated September 30, 2017 between the Company and Delafield Investments Limited (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of October 25, 2017 (incorporated by reference

to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of December 29, 2017 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 5, 2018).

Purchase Agreement by and between the Company and Power Up Lending Group Ltd.

(incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on January 26, 2018).

Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of March 23, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of April 13, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of June 14, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2018).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of July 13, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 19, 2018).

Purchase Agreement by and between the Company and Power Up Lending Group Ltd., dated August 28, 2018 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Purchase Agreement by and between the Company and Eagle Equities, LLC, dated August 29, 2018 (incorporated by reference to

Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Agreement by and between the Company and Carlo Campiciano dated June 24, 2019 (incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on July 1, 2019).

Purchase Agreement, dated October 2, 2018, between the Company and Eagle Equities, LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Purchase Agreement, dated October 2, 2018, between the Company and GS Capital Partners, LLC (incorporated by reference to

Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Purchase Agreement, dated October 5, 2018, between the Company and L2 Capital, LLC (incorporated by reference to Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Rights Agreement, dated October 5, 2018, between the Company and L2 Capital, LLC (incorporated by reference to Exhibit 10.2

to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Purchase Agreement, dated November 30, 2018, between the Company and Eagle Equities, LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018).

Purchase Agreement, dated as of December 24, 2018, between the Company and Eagle Equities, LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018

Purchase Agreement, dated February 25, 2019, by and between the Company and Oasis Capital, LLC (incorporated by reference

to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2019).

Rights Agreement, dated February 25, 2019, by and between the Company and Oasis Capital, LLC (incorporated by reference to

exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 25, 2019).

and Restated Employment Agreement, dated as of May 14, 2019, between the Company and James Nathanielsz (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019 ).

and Restated Services Agreement, dated as of May 14, 2019, between the Company and Julian Kenyon (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current

Report on Form 8-K filed on May 15, 2019).

of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K

filed on May 15, 2019).

Purchase Agreement dated May 23, 2019, by and between the Company and Redstart Holdings Corp (incorporated by reference to

Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2019)

Purchase Agreement, dated July 3, 2019, by and between the Company and Power Up Lending Group Ltd.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10,2019).

Purchase Agreement dated July 30, 2019, by and between the Company and Odyssey Capital Funding LLC.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019).

Purchase Agreement dated August 30, 2019, by and between the Company and Auctus Fund LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Rights Agreement dated August 30, 2019, by and between the Company and Auctus Fund LLC (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Agreement by and between the Company and Carlo Campiciano dated June 24, 2019 (incorporated by reference to Exhibit 10.1 to

the Company’s Current Report on Form 8-K filed on July 1, 2019).

Form of Securities Purchase Agreement

of subsidiaries of the Company.

Certification

of the Principal Executive Officer a pursuant to Section 302 of the Sarbanes-Oxley

Letter Agreement by and between the Company and Delafield, dated July 1, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 5, 2016).

Letter Agreement by and between the Company and Delafield, dated August 3, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 4, 2016).

Manufacturing Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Quality Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Additional Issuance Agreement between the Company and Delafield, dated September 15, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 16, 2016).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of October 31, 2016 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2016).

Consulting Agreement between the Company and Regal Consulting, LLC, dated November 18, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 23, 2016).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of December 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Letter Agreement dated as of December 2, 2016 between the Company and Delafield (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 7, 2016).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated December 21, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2016).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated January 30, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 2017).

Letter Agreement dated as of March 10, 2017 between the Company and Delafield (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 21, 2017).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated March 1, 2017 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 8, 2017).

Securities Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of May 17, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 1, 2017).

Securities Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of September 12, 2017 (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Letter Agreement dated September 30, 2017 between the Company and Delafield Investments Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 2, 2017).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of October 25, 2017 (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2017).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of December 29, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 5, 2018).

Securities Purchase Agreement by and between the Company and Power Up Lending Group Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

Securities Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of March 23, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 29, 2018).

Securities Purchase Agreement by and between the Company and GS Capital Partners, LLC, dated as of April 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 19, 2018).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of June 14, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 20, 2018).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated as of July 13, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 19, 2018).

Securities Purchase Agreement by and between the Company and Power Up Lending Group Ltd., dated August 28, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Securities Purchase Agreement by and between the Company and Eagle Equities, LLC, dated August 29, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 4, 2018).

Employment Agreement by and between the Company and Carlo Campiciano dated June 24, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 1, 2019).

Securities Purchase Agreement, dated October 2, 2018, between the Company and Eagle Equities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Securities Purchase Agreement, dated October 2, 2018, between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Equity Purchase Agreement, dated October 5, 2018, between the Company and L2 Capital, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Registration Rights Agreement, dated October 5, 2018, between the Company and L2 Capital, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 10, 2018).

Securities Purchase Agreement, dated November 30, 2018, between the Company and Eagle Equities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 6, 2018).

Securities Purchase Agreement, dated as of December 24, 2018, between the Company and Eagle Equities, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 28, 2018

Equity Purchase Agreement, dated February 25, 2019, by and between the Company and Oasis Capital, LLC (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2019).

Registration Rights Agreement, dated February 25, 2019, by and between the Company and Oasis Capital, LLC (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 25, 2019).

Amended and Restated Employment Agreement, dated as of May 14, 2019, between the Company and James Nathanielsz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Amended and Restated Services Agreement, dated as of May 14, 2019, between the Company and Julian Kenyon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Propanc Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Securities Purchase Agreement dated May 23, 2019, by and between the Company and Redstart Holdings Corp (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 30, 2019)

Securities Purchase Agreement, dated July 3, 2019, by and between the Company and Power Up Lending Group Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 10,2019).

Securities Purchase Agreement dated July 30, 2019, by and between the Company and Odyssey Capital Funding LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2019).

Securities Purchase Agreement dated August 30, 2019, by and between the Company and Auctus Fund LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Registration Rights Agreement dated August 30, 2019, by and between the Company and Auctus Fund LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K filed on October 15, 2019).

Form of First Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2020)

Form of Second Convertible Redeemable Promissory Note (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 17, 2020)

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Prefunded Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

List of subsidiaries of the Company.

Certification of the Principal Executive Officer a pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer a pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted

pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

19 unchanged sentences

Executive Officer,

October 1, 2020

Julian Kenyon

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures