−Removed: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: common stock is quoted under the ticker symbol “PPCB”
−Removed: on the OTCQB.
+Added: Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
+Added: Market Information
+Added: common stock is quoted under the ticker symbol “PPCB” on the OTCQB.
Only a limited market exists for our common stock.
−Removed: There is no assurance that a regular trading market will develop, or if developed, that it will be sustained.
−Removed: Therefore, a stockholder
−Removed: may be unable to resell his securities in our Company.
+Added: is no assurance that a regular trading market will develop, or if developed, that it will be sustained.
+Added: Therefore, a stockholder may
+Added: be unable to resell his securities in our Company.
September 24, 2021, the last reported sales price per share of our common stock on the OTCQB was $0.0249.
−Removed: SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.
−Removed: Penny stocks are
−Removed: generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities
−Removed: exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such
−Removed: securities is provided by the exchange or system.
−Removed: The penny stock rules require a broker-dealer, prior to a transaction in a penny
−Removed: stock, to deliver a standardized risk disclosure document prepared by the SEC, that:
−Removed: (a) contains a description of the nature
−Removed: and level of risk in the market for penny stocks in both public offerings and secondary trading;
−Removed: (b) contains a description of
−Removed: the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect
−Removed: to a violation of such duties or other requirements of the securities laws;
−Removed: (c) contains a brief, clear, narrative description
−Removed: of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
−Removed: (d) contains a toll-free telephone number for inquiries on disciplinary actions;
−Removed: (e) defines significant terms in the disclosure
−Removed: document or in the conduct of trading in penny stocks;
−Removed: and (f) contains such other information and is in such form, including
−Removed: language, type size and format, as the SEC shall require by rule or regulation.
−Removed: broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations
−Removed: for the penny stock;
−Removed: (b) the compensation of the broker-dealer and its salesperson in the transaction;
−Removed: (c) the number of shares
−Removed: to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
−Removed: and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account.
−Removed: addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the
−Removed: broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
−Removed: the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions
−Removed: involving penny stocks, and a signed and dated copy of a written suitability statement.
−Removed: disclosure requirements may have the effect of reducing the trading activity for our common stock.
−Removed: Therefore, stockholders may
−Removed: have difficulty selling our securities.
−Removed: As of September 28, 2020,
−Removed: we had 74 record holders of our common stock holding 688,670,618 shares,
−Removed: one holder of our Series A Preferred Stock holding 500,000 shares and one holder of our Series B Preferred Stock holding one share.
+Added: of September 21, 2021, we had 76 record holders of our common stock.
have not paid any cash dividends to our stockholders.
−Removed: The declaration of any future cash dividends is at the discretion of our
−Removed: Board and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions.
−Removed: It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any,
−Removed: in our business operations.
+Added: The declaration of any future cash dividends is at the discretion of our Board
+Added: and depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions.
+Added: It is our present
+Added: intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Sales of Unregistered Securities
−Removed: were no unregistered sales of the Company’s equity securities during the year ended June 30, 2020 that were not previously
−Removed: disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q.
−Removed: of Shares of Common Stock upon Conversion
−Removed: our first quarter ended September 30, 2016, we issued 124 shares of our common stock at an average conversion price of $1,240
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $153,610 underlying certain convertible notes
−Removed: converted during such period.
−Removed: our second quarter ended December 31, 2016, we issued 511 shares of our common stock at an average conversion price of $865 as
−Removed: a result of the conversion of principal and interest in the aggregate amount of $424,374 underlying certain convertible notes
−Removed: converted during such period.
−Removed: our third quarter ended March 31, 2017, we issued 457 shares of our common stock at an average conversion price of $760 as a result
−Removed: of the conversion of principal and interest in the aggregate amount of $356,257 underlying certain convertible notes converted
−Removed: during such period.
−Removed: our fourth quarter ended June 30, 2017, we issued 1,378 shares of our common stock at an average conversion price of $345 as a
−Removed: result of the conversion of principal and interest in the aggregate amount of $472,495 underlying certain convertible notes converted
−Removed: during such period.
−Removed: our first quarter ended September 30, 2017, we issued 3,536 shares of our common stock at an average conversion price of $135
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $432,791 underlying certain convertible notes
−Removed: converted during such period.
−Removed: our second quarter ended December 31, 2017, we issued 22,664 shares of our common stock at an average conversion price of $45
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $945,137 underlying certain convertible notes
−Removed: converted during such period.
−Removed: our third quarter ended March 31, 2018, we issued 24,845 shares of our common stock at an average conversion price of $35 as a
−Removed: result of the conversion of principal and interest in the aggregate amount of $796,772 underlying certain convertible notes converted
−Removed: during such period.
−Removed: our fourth quarter ended June 30, 2018, we issued 30,750 shares of our common stock at an average conversion price of $20 as a
−Removed: result of the conversion of principal and interest in the aggregate amount of $595,488 underlying certain convertible notes converted
−Removed: during such period.
−Removed: our first quarter ended September 30, 2018, we issued 258,285 shares of our common stock at an average conversion price of $5
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $1,413,317 underlying certain convertible notes
−Removed: converted during such period.
−Removed: our second quarter ended December 31, 2018, we issued 127,684 shares of our common stock at an average conversion price of $10
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $1,095,100 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: our third quarter ended March 31, 2019, we issued 140,673 shares of our common stock at an average conversion price of $4.20,
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $583,331 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: our fourth quarter ended June 30, 2019, we issued 177,615 shares of our common stock at an average conversion price of $1.46,
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $259,034 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: had 3,409,692 shares of our common stock reserved for future issuances based on lender note conversion requirements pursuant to
−Removed: underlying financing documents at June 30, 2019.
−Removed: our first quarter ended September 30, 2019, we issued 181,939 shares of our common stock at an average conversion price of $0.68
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $123,712 underlying certain convertible
−Removed: notes converted during such period.
−Removed: our second quarter ended December 31, 2012, we issued 1,064,920 shares of our common stock at an average conversion price of $0.206
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $219,466 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: our third quarter ended March 31, 2020, we issued 16,096,509 shares of our common stock at an average conversion price of $0.053,
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $856,338 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: our fourth quarter ended June 30, 2020, we issued 230,275,879 shares of our common stock at an average conversion price of $0.004,
−Removed: as a result of the conversion of principal and interest in the aggregate amount of $925,658 underlying certain outstanding convertible
−Removed: notes converted during such period.
−Removed: had 735,747,157 shares of our common stock reserved for future issuances based on lender note conversion requirements pursuant
−Removed: to underlying financing documents at June 30, 2020.
−Removed: Issuance of Shares of Common Stock
−Removed: October 5, 2018, we issued 7,701 shares of our common stock to L2 Capital as the commitment fee under the L2 Equity Purchase Agreement.
−Removed: July 19, 2019, we issued 20,000 shares of our common stock to Regal Consulting LLC for services rendered under a Consulting Agreement
−Removed: entered into between the Company and Regal Consulting LLC.
−Removed: March 3, 2020 we issued 150,000 shares of our common stock to Sylva International LLC for services rendered under a Consulting
−Removed: Agreement entered into between the Company and Sylva International LLC.
−Removed: April 6, 2020 we issued 804,518 shares of our common stock to Ionic Ventures LLC pursuant to a Securities Purchase Agreement.
−Removed: April 8, 2020 we issued 1,151,682 shares of our common stock to Sylva International LLC for services rendered under a Consulting
−Removed: Agreement entered into between the Company and Sylva International LLC.
−Removed: June 26, 2020 we issued 7,406,892 shares of our common stock to Sylva International LLC for services rendered under a Consulting
−Removed: Agreement entered into between the Company and Sylva International LLC.
−Removed: of Restricted Stock Units
−Removed: May 14, 2019, our board of directors approved a grant of an aggregate of 78,000 restricted stock units (“RSUs”) to
−Removed: Nathanielsz, our Chief Executive Officer, Chairman, acting Chief Financial Officer and a director.
−Removed: 39,000 of such RSUs shall
−Removed: vest on the one-year anniversary of the date of the grant, subject to Mr.
−Removed: Nathanielsz being employed by us on such vesting date.
−Removed: The remaining 39,000 RSUs shall vest based on the Company achieving certain milestones as set forth in Mr.
−Removed: Nathanielsz’s
−Removed: Amended and Restated Employment Agreement and summarized elsewhere in this Annual Report.
−Removed: The fair value of the granted RSUs at
−Removed: such grant date was $4.25 per RSU or $331,500 in total based on the closing price of the shares of our common stock on the date
−Removed: of the grant.
−Removed: On May 14, 2019, our board of directors also approved a grant of an aggregate of 39,000 RSUs to Dr.
−Removed: Chief Scientific Officer and a director.
−Removed: 19,500 of such RSUs shall vest on the one-year anniversary of the date of the grant,
−Removed: subject to Dr.
−Removed: Kenyon being employed by us on such vesting date.
−Removed: The remaining 19,500 RSUs shall vest based on the Company achieving
−Removed: certain milestones as set forth in Dr.
−Removed: Kenyon’s Amended and Restated Services Agreement and summarized elsewhere in this
−Removed: Annual Report.
−Removed: The fair value of the granted RSUs at such grant date was $4.25 per RSU or $165,750 in total based on the closing
−Removed: price of the shares of our common stock on the date of the grant.
−Removed: of June 30, 2020, the Company had outstanding agreements to grant options to purchase 59,644 shares of its common
−Removed: stock, with a weighted average exercise price per share of $76.37.
−Removed: May 14, 2019, our board of directors approved a grant of 39,000 stock options to Mr.
−Removed: Nathanielsz, with an exercise price of $4.675
−Removed: per share, which shall vest annually over a period of three years from the date of the grant, provided, that on each such vesting
−Removed: Nathanielsz is employed by us and subject to the other provisions of his Amended and Restated Employment Agreement.
−Removed: May 14, 2019, our board of directors also approved a grant of 19,500 stock options to Dr.
−Removed: Kenyon, with an exercise price of $4.25
−Removed: per share, which shall vest annually over a period of three years from the date of the grant, provided, that on each such vesting
−Removed: Kenyon is employed by us and subject to the other provisions of his Amended and Restated Services Agreement.
−Removed: April 14, 2016, our board of directors approved a grant of 572 stock options, with an exercise price of $3,750 (market value of
−Removed: the shares of our common stock on such grant date), to each of Mr.
−Removed: Nathanielsz, our Chief Executive Officer, Chief Financial Officer
−Removed: and a director, and Dr.
−Removed: Kenyon, our non-executive director.
−Removed: 191 of such options vested on such grant date and expire on April
−Removed: 14, 2021, 191 of such options vested on April 14, 2017 (first anniversary of such grant date) and expire on April 14, 2021 and
−Removed: 191 of such options vested on April 14, 2018 (second anniversary of such grant date) and expire on April 14, 2021.
−Removed: The fair value
−Removed: of each grant of the 572 options at such grant date was $1,962,440 (aggregate total of $3,924,880).
−Removed: stock options were issued during the fiscal year ended June 30, 2020.
−Removed: connection with the consulting agreement, dated May 7, 2015, we issued to a consultant 5-year warrants to purchase 27 shares of
−Removed: our common with an exercise price of $3,750 per share.
−Removed: connection with the consulting agreement, dated May 21, 2015, we issued to a consultant 5-year warrants to purchase 8 shares of
−Removed: our common stock with an exercise price of $8,750 per share.
−Removed: October 28, 2015, pursuant to a convertible debenture, we issued 4-year warrants to purchase 210 shares of our common stock with
−Removed: an exercise price of $75,000 per share.
−Removed: connection with the consulting agreement, dated November 11, 2015, on February 22, 2016, we issued to a consultant 5-year warrants
−Removed: to purchase 32 shares of our common stock with an exercise price of $5,625 per share.
−Removed: July 8, 2016, the 2015 Warrant to purchase 210 shares of our common stock issued to Delafield Limited Investments (“Delafield”)
−Removed: was fully exercised at a price of $1,500 per share for a total of $314,286 in connection with the Letter Agreement, dated July
−Removed: 1, 2016, entered into with Delafield.
−Removed: August 3, 2016, pursuant to the Letter Agreement, dated August 3, 2016 (the “August Letter Agreement”), entered into
−Removed: with Delafield we issued warrants to purchase 1,920 shares of our common stock.
−Removed: 1,600 of these warrants had exercise prices ranging
−Removed: from $1,500 to $2,500 per share and expired five months from the date of issuance.
−Removed: 320 of these warrants had an exercise price
−Removed: of $12,500 per share and expired two years from the date of issuance.
−Removed: These warrants were subsequently cancelled.
−Removed: August 18, 2016, pursuant to the August Letter Agreement, warrants to purchase 100 shares of our common stock issued to Delafield
−Removed: were exercised at a price of $1,500 per share under the first tranche of the Five Month Warrant or $150,000 in the aggregate.
−Removed: These shares were subsequently cancelled.
−Removed: November 9, 2016, we entered into an agreement (the “November Agreement”) to adjust the exercise price of a warrant,
−Removed: issued on September 30, 2013, to purchase 24 shares of our common stock.
−Removed: Under the terms of the November Agreement, the exercise
−Removed: price for the shares underlying the warrant was reduced to $1,440 per share.
−Removed: The November Agreement did not affect the remaining
−Removed: terms of the warrant.
−Removed: December 12, 2016, pursuant to the December Letter Agreement, dated December 2, 2016, entered into with Delafield, we issued a
−Removed: 2-year warrant to purchase 208 shares of our common stock with an exercise price of $6,250 per share.
−Removed: of June 30, 2019, there were 59 warrants outstanding and exercisable with expiration dates commencing May 2020 and continuing
−Removed: through November 2020, with a weighted average exercise price per share of $4,765.
−Removed: August 30, 2019, pursuant to a Securities Purchase Agreement, we issued to Auctus Fund LLC (i) a Common Stock Purchase Warrant
−Removed: permitting the holder to purchase 450,000 shares of common stock of the Company for an exercise price of $2.25, (ii) a Common
−Removed: Stock Purchase Warrant permitting the holder to purchase 300,000 shares of common stock of the Company for an exercise price of
−Removed: $3.33, and (iii) a Common Stock Purchase Warrant permitting the holder to purchase 225,000 shares of common stock of the Company
−Removed: for an exercise price of $4.50.
−Removed: September 10, 2019, the Company entered into an agreement with a certain consultant to provide services over a three-month period
−Removed: beginning September 10, 2019 and ending December 10, 2019 in exchange for 1,000,000 warrants to purchase the Company’s common
−Removed: stock at $2.00 per share with an expiry date of September 10, 2022.
−Removed: The Fair Market Value of the warrants was $984,810 on the
−Removed: date of grant as calculated under the Black Scholes Option Pricing model.
−Removed: The Company recorded $984,810 of share based compensation
−Removed: expenses with respect to the grant of such warrants during the six months ended December 31, 2019.
−Removed: March 30, 2020, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) whereby
−Removed: an investor (the “Investor”) purchased from the Company, 7,500,000 units (the “Units”), each consisting
−Removed: of (i) 1.5 shares of the Company’s common stock (the “Common Stock”), or pre-funded warrants (the “Prefunded
−Removed: Warrants”) and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”, and collectively
−Removed: with the Common Stock the “Units”).
−Removed: In addition to the Units, the Investor was issued 63,750,000 warrants to purchase
−Removed: one share of Common Stock (the “Series B Warrants”) and an additional 63,750,000 warrants to purchase one share of
−Removed: Common Stock, subject to a vesting schedule (the “Series C Warrants”
−Removed: and, together with the Prefunded Warrants, the
−Removed: Series A Warrants, and the Series B Warrants, the “Warrants”).
−Removed: The aggregate purchase price for the Units, the Series
−Removed: A Warrants, the Series B Warrants and the Series C Warrants of $450,000 was paid at closing (the “Purchase Price”).
−Removed: The 11,250,000 shares of Common Stock underlying the Units issuable at closing of the Securities Purchase Agreement are comprised
−Removed: of 804,518 shares of restricted Common Stock and 10,445,482 Prefunded Warrants.
−Removed: of June 30, 2020, there were 151,170,514 warrants outstanding and exercisable with expiration dates commencing August 2020
−Removed: and continuing through August 2024, with a weighted average exercise price per share of $0.15.
−Removed: as otherwise noted, the securities in the transactions describe above were sold in reliance on the exemption from registration
−Removed: provided in Section 4(a)(2) of the Securities Act for transactions not involving any public offering.
−Removed: Each of the persons acquiring
−Removed: the foregoing securities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and
−Removed: acknowledged, in writing, that the securities must be acquired and held for investment.
−Removed: All certificates evidencing the shares
−Removed: sold bore a restrictive legend.
−Removed: No underwriter participated in the offer and sale of these securities, and no commission or other
−Removed: remuneration was paid or given directly or indirectly in connection therewith.
−Removed: The proceeds from these sales were used for general
−Removed: corporate purposes.
+Added: issued for conversion of convertible debt
+Added: the year ended June 30, 2021, the Company issued an aggregate of 8,786,113 shares of its common stock at an average contractual conversion
+Added: price of $0.13, ranging from $0.03 to $2.00, as a result of the conversion of principal of $1,018,867, interest of $103,321 and conversion
+Added: fees $16,500 underlying certain outstanding convertible notes converted during such period.
+Added: were 24,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to
+Added: conversion notices dated and received in September 2020.
+Added: In November 2020, the Company was notified by the note holder of the cancellation
+Added: of these conversion notices and as such the Company reversed the effects of these transactions.
+Added: Company has 197,308,116 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying
+Added: financing agreements at June 30, 2021.
+Added: issued for services
+Added: March 22, 2021, the Company issued an aggregate of 225,037 shares of the Company’s common stock to a consultant for services rendered
+Added: from January 1, 2021 to March 22, 2021.
+Added: The Company issued 225,037 shares of the Company’s common stock valued at $0.30 per share,
+Added: being the closing price of the stock on the date of grant to such consultant, or $67,511.
+Added: March 2021 and June 2021, the Company issued an aggregate of 580,609 shares of the Company’s common stock to a consultant for services
+Added: rendered from April 1, 2021 to June 30, 2021.
+Added: The Company issued 580,609 shares of the Company’s common stock valued at $0.10 per
+Added: share, being the closing price of the stock on the date of grant to such consultant, or $58,061.
+Added: issued for exercise of warrants
+Added: the year ended June 30, 2021, the Company received aggregate gross proceeds of $776,044 from the exercise of 10,445 prefunded warrants
+Added: and 19,375 Series B Warrants resulting in the issuance of 29,820 shares of common stock.
+Added: Additionally, the Company issued 4,199,979 shares
+Added: of common stock from the alternate cashless exercise of 20 Series A and 1 Series C warrants.
Selected Financial Data.
applicable to smaller reporting companies.
−Removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations.
−Removed: should read the following discussion and analysis of our business and results of operations in conjunction with the information
−Removed: set forth under Part I, Item 1A “Risks Factors,”
−Removed: and our consolidated financial statements and notes thereto appearing
−Removed: under Part II, Item 8, “Financial Statements and Supplementary Data”
−Removed: of this Annual Report.
−Removed: Our discussion includes
−Removed: forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives,
−Removed: expectations and intentions.
−Removed: Actual results and the timing of events could differ materially from those anticipated in these forward-looking
−Removed: statements as a result of a number of factors.
−Removed: See “Forward-Looking Statements”
−Removed: on page 3 of this Annual Report.
−Removed: used herein, references to the “Company,”
−Removed: “Propanc,”
−Removed: “we,”
−Removed: “our,”
−Removed: and “us”
−Removed: refer to Propanc Biopharma, Inc.
−Removed: and its consolidated subsidiary, unless otherwise indicated.
−Removed: Dollars are denoted herein by “USD,”
−Removed: “$”
−Removed: and “dollars”.
−Removed: were incorporated in the state of Delaware as Propanc Health Group Corporation on November 23, 2010.
−Removed: In January 2011, to reorganize
−Removed: our Company, we acquired all of the outstanding shares of Propanc PTY LTD, an Australian corporation, on a one-for-one basis and
−Removed: Propanc PTY LTD became our wholly-owned subsidiary.
−Removed: Effective April 20, 2017, we changed our name to “Propanc Biopharma,
−Removed: to better reflect our current stage of operations and development.
−Removed: are a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering
−Removed: from pancreatic, ovarian and colorectal cancer.
−Removed: Utilizing our scientific and oncology consultants, we have developed a rational,
−Removed: composite formulation of anti-cancer compounds, which together exert a number of effects designed to control or prevent tumors
−Removed: from recurring and spreading through the body.
−Removed: Our lead product candidate, PRP, is a variation upon our novel formulation and
−Removed: involves pro-enzymes, the inactive precursors of enzymes.
−Removed: a result of positive early indications of the anti-cancer effects of our technology over the last 12-24 months we have conducted
−Removed: successful pre-clinical studies on PRP and also commenced preparation for a clinical study in advanced cancer patients.
−Removed: to us receiving sufficient financing, we plan to begin our Investigational Medicinal Product Dossier, study proposal and Investigator’s
−Removed: Brochure in the second half of 2020 calendar year.
−Removed: Our plan is to then commence our study preparation process with the contract
−Removed: research organization, analytical lab and trial site(s) selection and to begin our clinical trial application for PRP (“CTA”)
−Removed: compilation in the third calendar quarter of 2020 and complete the CTA compilation and submit the CTA in the first calendar quarter
−Removed: In first or second quarter of 2021, we plan to begin the preparation of logistics and trial site initiation visits.
−Removed: Subject to raising additional sufficient capital, we subsequently plan to commence a First-In-Human (FIH), Phase Ib study in patients
−Removed: with advanced solid tumors, evaluating the safety, pharmacokinetics and anti-tumor efficacy of PRP in the first half of 2021 calendar
−Removed: year, which study we hope to complete within twelve months thereafter.
−Removed: We intend to develop our PRP to treat early-stage cancer
−Removed: and pre-cancerous diseases and as a preventative measure for patients at risk of developing cancer based on genetic screening.
−Removed: date, we have generated no revenue, have no cancer treatment products available to market and have no products which have reached
−Removed: the clinical trial stage.
−Removed: We require substantial additional financing to continue to test and commercialize PRP.
−Removed: of our Chief Financial Officer - In July 2019, we appointed Mr.
−Removed: Carlo Campiciano as Chief Financial Officer.
−Removed: Campiciano brings
−Removed: significant experience to the Company across a broad range of financial disciplines in the healthcare sector, including taxation,
−Removed: finance, operations, planning and financial strategy.
−Removed: Campiciano will assist with the transformational stage into a clinical
−Removed: development company, along with the goal of up-listing to a U.S.
−Removed: national stock exchange.
−Removed: for Advance Overseas Finding –
−Removed: In January 2020, we announced that a Certificate for Advance Overseas Finding was received
−Removed: from the Board of Innovation and Science Australia to receive up to a 43.5% “cash back”
−Removed: benefit from overseas R&D
−Removed: The finding relates to the planned Phase 1 clinical trial –
−Removed: Multiple Ascending Dose Studies of proteolytic proenzymes
−Removed: for the treatment of pancreatic cancer, for 2018/19 and the two following financial years.
−Removed: Overseas activities to be undertaken
−Removed: include the development of an analytical assay for the quantification of active pharmaceutical ingredients in the Company’s
−Removed: lead product candidate, PRP, and its manufacture of the finished product for the Phase 1 clinical trial.
−Removed: The finding from the
−Removed: Board agreed there is a significant link between the two supporting activities and the planned Phase 1 clinical trial, and the
−Removed: two activities cannot be conducted solely in Australia.
−Removed: The Phase 1 clinical trial is planned to be conducted at the Peter Mac
−Removed: Center, one of the world’s leading cancer research, education and treatment centers, globally and is Australia’s only
−Removed: public hospital solely dedicated to caring for people affected by cancer.
−Removed: of Development of a Bio-Analytical Assay ― In March 2019, we announced that we have initiated development of a bio-analytical
−Removed: assay intended to quantify the active ingredients of our lead product candidate, PRP, in preparation for human trials, planned
−Removed: for the beginning of the 2020 calendar year.
−Removed: The work will be conducted by a specialist Contract Research Organization with extensive
−Removed: knowledge in the development of functional assays for different bio-therapeutics.
−Removed: PRP is a solution of two proenzymes, trypsinogen
−Removed: and chymotrypsinogen, administered by I.V.
−Removed: Development of the bio-analytical assay will be an important step towards
−Removed: the clinical development of PRP, as we consider the possible sites to conduct a First-In-Human study in advanced cancer patients,
−Removed: possibly in Europe, specifically the UK, or at a prominent cancer hospital in Australia, with significant experience in early
−Removed: stage clinical development.
−Removed: Attractive R&D tax incentive benefits could be gained by undertaking the trial in Australia, as
−Removed: well as utilizing world-class facilities dedicated to treating and caring for people with cancer.
−Removed: We will investigate selected
−Removed: clinical trial sites more thoroughly as we commence preparation of a clinical trial application for PRP.
−Removed: Notice of Allowance ― In March 2019, we announced that we have received a Notice of Allowance from the United States Patent
−Removed: and Trademark Office (the “USPTO”) confirming composition of matter claims involving trypsinogen and chymotryosinogen
−Removed: have been allowed.
−Removed: The additional composition claims are a continuation from the original foundation patent in the U.S.
−Removed: a result, both method of treatment and composition claims will protect PRP, our lead product candidate.
−Removed: A Notice of Allowance
−Removed: is issued by the USPTO to indicate that it believes an invention qualifies for a patent.
−Removed: The reasons for allowance stipulated
−Removed: by the USPTO examiner stated that the scientific declarations presented establishes that compositions comprising trypsinogen and
−Removed: chymotrypsinogen exhibit a synergistic ability to inhibit the growth of various cancer cell lines, and that this effect would
−Removed: be unexpected to one of ordinary skill in the art, thus concluding the claims were patentable.
−Removed: Stock Split ― In March 2019, our board of directors and stockholders holding majority of the outstanding voting power of
−Removed: our capital stock approved for the following actions to be taken by our Company:
−Removed: (i) at the discretion of our Board, to carry
−Removed: out a reverse stock split of our common stock at a reverse stock split ratio in the range of between 1-for-150 and 1-for-500 (the
−Removed: “Reverse Stock Split”), which specific ratio will be determined by our Board at its sole discretion, with a corresponding
−Removed: pro-rata decrease of the authorized number of shares of our Common Stock;
−Removed: and (ii) (2) to fix the number of authorized shares
−Removed: of our common stock after the Reverse Stock Split at 100,000,000 shares, which change will effected in connection with the consummation
−Removed: of the Reverse Stock Split.
−Removed: Our Board has the authority, but not the obligation, in its sole discretion and without further action
−Removed: on the part of our stockholders, to select the ratio for the Reverse Stock Split (not to exceed 1-for-500) and to effect the Reverse
−Removed: On May 25, 2019, our Board determined that the reverse stock split ratio should be 1-for-500.
−Removed: The Reverse Stock Split,
−Removed: at a ratio of 1-for-500, occurred on June 24, 2019.
−Removed: with University of Jaén ― In January 2019, we announced that a cooperation agreement has been entered into between
−Removed: the University of Jaén and our Company to commence the POP1 joint drug discovery program to be co-funded by both parties.
−Removed: The agreement coincides with the appointment of research scientist, Mr.
−Removed: Aitor González, to lead the drug discovery and
−Removed: research activities over the next 3 to 4 years.
−Removed: The objective of the program is to identify and develop suitable backup compounds
−Removed: to our lead product candidate, PRP.As part of the agreement, Macarena Perán, Ph.D.
−Removed: and Julian Kenyon, M.D.
−Removed: have been appointed
−Removed: as joint supervisors, representing the University and our Company, respectively.
−Removed: The program involves advancing new compounds
−Removed: through a drug screening process, followed by preclinical and early stage clinical development.
−Removed: As the drug candidate progresses
−Removed: along the development pathway, the collaboration will also involve the Universities of Granada and Jaén, as well as Granada
−Removed: and Almeria Hospitals, which are members of FIBAO, a Public Health Foundation, based in Granada, Spain, committed to assisting
−Removed: commercial partners with the development and commercialization of innovative technologies designed to benefit humankind.
−Removed: December 2018, we announced that our foundation patent application has been granted by the Office of the Controller General of
−Removed: Patents, Design and Trademarks, India.
−Removed: The foundation patent, which covers our lead product candidate, PRP, pioneers the discovery
−Removed: of a pharmaceutical composition for treating cancer via a combination of trypsinogen and/or chymotrypsinogen pancreatic proenzymes.
−Removed: As of June 30, 2020, the foundation patent has been granted in the USA, Europe (including Belgium, Czech Republic, Denmark,
−Removed: France, Germany, Ireland, Italy, the Netherlands, Portugal, Spain, Sweden, Switzerland/Liechtenstein, Turkey and the United Kingdom),
−Removed: China, Japan, Indonesia, Malaysia, Israel, Australia, New Zealand, Singapore, South Africa, Mexico, Republic of Korea, Hong Kong
−Removed: and more recently, India.
−Removed: It is presently under examination in Canada and Brazil.
−Removed: February 2019, we entered into the Equity Purchase Agreement (the “Equity Purchase Agreement”) with Oasis Capital,
−Removed: LLC, an institutional accredited investor (“Oasis Capital”) pursuant to which Oasis Capital committed to purchase
−Removed: up to $10,000,000 worth of shares of our common stock (the “Equity Line”).
−Removed: May 23, 2019, we entered into a securities purchase agreement with Redstart Holdings Corp.
−Removed: (“Redstart”), pursuant
−Removed: to which Redstart purchased a convertible promissory note (the “May 2019 Redstart Note”) from us in the aggregate
−Removed: principal amount of $133,000, such principal and the interest thereon convertible into shares of our common stock at the option
−Removed: The transactions contemplated by the securities purchase agreement closed on or about May 30, 2019.
−Removed: use the net proceeds ($130,000) from this financing for general working capital purposes.
−Removed: April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement (the “Securities Purchase
−Removed: Agreement”) entered into on March 30, 2020, whereby an investor (the “Investor”) purchased from the Company,
−Removed: 7,500,000 units (the “Units”), each consisting of (i) 1.5 shares of the Company’s common stock (the “Common
−Removed: Stock”), or pre-funded warrants (the “Prefunded Warrants”) upon Investor’s election due to the 4.99% blocker
−Removed: provision as discussed below and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”), along
−Removed: with such purchaser’s pro-rata portion of the Series B Warrants and Series C Warrants (“the Units”).
−Removed: the Investor was issued 63,750,000 warrants to purchase one share of Common Stock (the “Series B Warrants”) and an
−Removed: additional 63,750,000 warrants to purchase one share of Common Stock, subject to a vesting schedule based on the Investors exercise
−Removed: of the Series B Warrants (the “Series C Warrants”
−Removed: and, together with the Prefunded Warrants, the Series A Warrants,
−Removed: and the Series B Warrants referred to herein as, the “Warrants”).
−Removed: See discussion of warrant terms under “Warrants”
−Removed: aggregate purchase price for the Units, the Series A Warrants with exercise price of $0.20 per share, the Series B Warrants with
−Removed: 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
−Removed: (the “Purchase Price”) or $0.06 per unit purchase price.
−Removed: Securities Purchase Agreement contains a blocker provision whereby the Investor or any of its affiliates would not beneficially
−Removed: own in excess of 4.99% of the outstanding number of shares of Common Stock (“Beneficial Ownership Limitation”).
−Removed: such, the Investor may elect to purchase Prefunded Warrants equal to the same number of shares of Common Stock that the Company
−Removed: would have been issued.
−Removed: to the Beneficial Ownership Limitation, the 11,250,000 shares of Common Stock underlying the Units issuable at closing of the
−Removed: Securities Purchase Agreement are comprised of 804,518 shares of restricted Common Stock and 10,445,482 Prefunded Warrants with
−Removed: exercise price of $0.0001 (but can be less than par value).
−Removed: The Prefunded Warrants shall be exercisable immediately and
−Removed: shall expire when exercised in full.
−Removed: Securities Purchase Agreement contains such representations, warranties and covenants as are typical for a transaction of this
−Removed: to the Securities Purchase Agreement, the Investor purchased Series A Warrants to purchase up to 11,250,000 shares of Common Stock,
−Removed: subject to adjustment as provided therein.
−Removed: The Series A Warrants have a cash exercise price of $0.20 per share and are immediately
−Removed: exercisable and expire in 3 years.
−Removed: The Series A Warrants contain a provision for cashless exercise in the event there is no effective
−Removed: registration statement registering the shares underlying the Series A Warrants calculated based on the difference between the
−Removed: exercise price of the Series A Warrant and the trading price of the stock (the “Cashless Exercise”).Additionally,
−Removed: the Series A Warrants contain a provision for a cashless conversion at the Holder’s option should the trading price of the
−Removed: Common Stock fall below $0.20 per share calculated based on the difference between the exercise price of the Series A Warrant
−Removed: and 70% of the Market Price, as defined therein (the”
−Removed: Alternate Cashless Exercise”).
−Removed: to the Securities Purchase Agreement, the Investor purchased Series B Warrants to purchase up to 63,750,000 shares of Common Stock,
−Removed: subject to adjustment as provided therein;
−Removed: provided, however, commencing on the 90th day following the effective date, the Company
−Removed: may reduce the number of Warrant Shares issuable upon exercise thereof by 37,500,000 upon 10 Trading Days’
−Removed: prior written
−Removed: notice to the Holder provided that the Company issues to the Holder 3,750,000 shares of Common Stock (or, at the election of the
−Removed: Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 3,750,000 shares of Common Stock,
−Removed: which shares shall be issued pursuant to a registration statement without restrictions on resale.
−Removed: The Series B Warrants have a
−Removed: cash exercise price of $0.04 per share and expire in 3 years.
−Removed: The Series B Warrants contain a provision for Cashless Exercise.
−Removed: to the Securities Purchase Agreement, the Investor purchased Series C Warrants to purchase up to 63,750,000 shares of Common Stock,
−Removed: subject to adjustment as provided therein and expire in 3 years.
−Removed: The Series C Warrants have a cash exercise price of $0.20 per
−Removed: share, subject to a vesting schedule, which is based on such Holder’s exercise of all the Series C Warrants.
−Removed: C Warrants contain provisions for Cashless Exercise and Alternate Cashless Exercise.
−Removed: Accounting Estimates
−Removed: is a discussion of our more subjective accounting estimation processes for purposes of explaining (i) the methodology used in
−Removed: calculating the estimates, (ii) the inherent uncertainties pertaining to such estimates, and (iii) the possible effects of a significant
−Removed: variance in actual experience, from that of the estimate, on our financial condition.
−Removed: Estimates involve numerous assumptions that,
−Removed: if incorrect, could create a material adverse impact on the Company’s results of operations and financial condition.
−Removed: is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification
−Removed: (“ASC”).
−Removed: This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities.
−Removed: Each ASC reference in this filing is presented with a three-digit number, which represents its Topic.
−Removed: As necessary for explanation
−Removed: and as applicable, an ASC topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three digit paragraph.
−Removed: Currency Translation and Comprehensive Income (Loss) :
−Removed: The Company’s wholly owned subsidiary’s functional
−Removed: currency is the AUD.
−Removed: For financial reporting purposes, the Australian Dollar (“AUD”) has been translated into USD
−Removed: as the Company’s reporting currency.
−Removed: Assets and liabilities are translated at the exchange rate in effect at the
−Removed: balance sheet date.
−Removed: Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.
−Removed: Equity transactions are translated at each historical transaction date spot rate.
−Removed: Translation adjustments arising from the use
−Removed: of different exchange rates from period to period are included as a component of stockholders’
−Removed: equity (deficit) as “accumulated
−Removed: other comprehensive income (loss).”
−Removed: Gains and losses resulting from foreign currency transactions are included in the statement
−Removed: of operations and comprehensive loss as other income (expense).
−Removed: for Income Taxes:
−Removed: We are governed by Australian and United States income tax laws, which are administered by the Australian
−Removed: Taxation Office and the United States Internal Revenue Service, respectively.
−Removed: We follow ASC 740, “
−Removed: Accounting for Income
−Removed: Taxes,”
−Removed: which requires an asset and liability approach to financial accounting and reporting for income taxes.
−Removed: income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases
−Removed: of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates
−Removed: applicable to the periods in which the differences are expected to affect taxable income.
−Removed: Valuation allowances are established
−Removed: when necessary to reduce deferred tax assets to the amount expected to be realized.
−Removed: Income tax expense is the tax payable or refundable
−Removed: for the period plus or minus the change during the period in deferred tax assets and liabilities.
−Removed: Company adopted provisions of ASC 740, Sections 25 through 60, “
−Removed: Accounting for Uncertainty in Income Taxes .”
−Removed: These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax
−Removed: positions recognized in the financial statements.
−Removed: Tax positions must meet a “more-likely-than-not”
−Removed: recognition threshold
−Removed: at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods.
−Removed: for Stock Based Compensation :
−Removed: We record stock based compensation in accordance with ASC 718, “
−Removed: Stock Compensation ”
−Removed: and Staff Accounting Bulletin No.
−Removed: 107 issued by the SEC in March 2005 regarding its interpretation of ASC 718.
−Removed: ASC 718 requires
−Removed: the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite
−Removed: service period.
−Removed: The statement also requires the recognition of compensation expense for the fair value of any unvested stock option
−Removed: awards outstanding at the date of adoption.
−Removed: We value any employee or non-employee stock based compensation at fair value using
−Removed: the Black-Scholes Option Pricing Model.
−Removed: account for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718.
−Removed: ASC 815, “
−Removed: Derivatives and Hedging, ”
−Removed: establishes accounting and reporting standards for derivative
−Removed: instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair
−Removed: Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings.
−Removed: On the date of conversion,
−Removed: or payoff, of debt, we record the fair value of the conversion shares, remove the fair value of the related derivative liability,
−Removed: remove any discounts and record a net gain or loss on debt extinguishment.
−Removed: Notes with Variable Conversion Options :
−Removed: We have entered into convertible notes, some of which contain variable conversion
−Removed: options, whereby the outstanding principal and accrued interest may be converted, by the holder, into common shares at or around
−Removed: a fixed discount to the price of the common stock at the time of conversion.
−Removed: We treat these convertible notes as stock settled
−Removed: debt under ASC 480 and measure the fair value of the notes at the time of issuance, which is the result of the share price discount
−Removed: at the time of conversion, and record the put premium as accretion to interest expense.
−Removed: and Development Tax Credits :
−Removed: We may apply for Research and Development tax concessions with the Australian Taxation Office
−Removed: on an annual basis.
−Removed: Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially
−Removed: alter the claim amount.
−Removed: Accordingly, we do not recognize the benefit of the claim amount until cash receipt since collectability
−Removed: is not certain until such time.
−Removed: The tax concession is a refundable credit.
−Removed: If we have net income then we can receive the credit
−Removed: which reduces its income tax liability.
−Removed: If we have net losses, then we may still receive a cash payment for the credit, however,
−Removed: our net operating loss carry forwards are reduced by the gross equivalent loss that would produce the credit amount when the income
−Removed: tax rate is applied to that gross amount.
−Removed: The concession is recognized as an income tax benefit, in operations, upon receipt.
−Removed: Accounting Pronouncements
−Removed: For a discussion of recently issued and adopted accounting pronouncements,
−Removed: please see section captioned “Recent Accounting Pronouncements”
−Removed: in Note 1 to our consolidated financial statements
−Removed: included in this Annual Report.
−Removed: Stock Split Presentation
−Removed: share and per share figures in this Management’s Discussion and Analysis of Financial Condition and Results of operations
−Removed: section, along with elsewhere in this annual report, have been adjusted to reflect the 1-for-500 Reverse Stock Split of our authorized
−Removed: and outstanding shares of common stock, which occurred on June 24, 2019.
−Removed: of Operations
−Removed: following discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto
−Removed: included elsewhere in this Annual Report.
−Removed: The results discussed below are of the Company and its wholly-owned Australian subsidiary,
−Removed: Propanc PTY LTD.
−Removed: Year Ended June 30, 2020, as compared to the Fiscal Year Ended June 30, 2019
−Removed: the fiscal years 2020 and 2019 we generated no revenue because we are currently undertaking research and development activities
−Removed: for market approval and no sales were generated in this period.
−Removed: Administration
−Removed: Administration
−Removed: expense increased to $3,281,464 for the year ended June 30, 2020 as compared to $2,326,350 for the year ended June 30, 2019.
−Removed: increase of approximately $955,000 is primarily attributable to an increase of approximately $1,154,000 in stock-based expenses
−Removed: for services, an increase of approximately $119,000 in capital raising costs, an increase in general consulting and accountancy
−Removed: fee of approximately $64,000, an increase in insurance expense of approximately $17,000, an increase of approximately $139,000
−Removed: in marketing and market research expense, increase of approximately $3,000 of other general and administrative expenses and, offset
−Removed: by decrease of approximately $122,000 in employee remuneration expense as a result of a one off adjustment in employee leave liability
−Removed: of approximately $157,000 in the year ended June 30, 2019, decreases in in investor relations based expense of approximately $80,000,
−Removed: a decrease of approximately $69,000 in general legal and intellectual property legal expense, a decrease of approximately $42,000
−Removed: in public company filing fees, a decrease of $45,000 in travel expense and a decrease of approximately $183,000 in employee leave
−Removed: accruals which is a result of an adjustment of approximately $176,000 to employee leave accruals during the year ended June 30,
−Removed: 2019 in order to comply with Australian leave entitlements.
−Removed: expense increased by approximately $4,700 to $32,809 for the year ended June 30, 2020.
−Removed: The increase primarily relates to rent
−Removed: adjustment on under paid rent of $4,800 during the year ended June 30, 2020.
−Removed: and Development Expenses
−Removed: and development expenses were $179,987 for the year ended June 30, 2020, as compared to $260,335 for the year ended June 30, 2019.
−Removed: The decrease in research and development expenses is primarily attributable to completion of process development activities and
−Removed: preparation for commencement of the engineering run and subsequent full scale GMP manufacture of PRP for clinical trials, with
−Removed: the process, preparation and small scale manufacture having been completed in the period ended December 31, 2017, which the clinical
−Removed: trials we hope to commence in 2021 calendar year, if we raise sufficient proceeds by raising additional capital.
−Removed: Completed activities
−Removed: include raw material purification and stabilization process development, development of analytical quality assurance and control
−Removed: methods, reproduction runs for raw materials, and preparation of raw materials and finished product specifications for future
−Removed: full scale GMP manufacture of PRP.
−Removed: Expense/Income
−Removed: expense increased to $1,748,381 for the year ended June 30, 2020, as compared to $1,314,539 for the year ended June 30, 2019.
−Removed: Interest expense is primarily comprised of approximately $734,130 of debt discount amortization and approximately $836,724 accretion
−Removed: of debt premium.
−Removed: This increase is primarily attributable to an increase in the issuance of debt containing embedded derivatives
−Removed: resulting in an increase amortization of debt discount, along with the increase in issuance of convertible notes with discounted
−Removed: debt features during the year ended June 30, 2020.
−Removed: in Fair Value of Derivative Liabilities
−Removed: in fair value of derivative liabilities changed by $2,857,439, to a gain of $385,293 for the year ended June 30, 2020,
−Removed: as compared to a loss of $(2,472,146) for the year ended June 30, 2019.
−Removed: This change is primarily attributable
−Removed: to an increase in the volatility of the prices of our shares of common stock along with a decrease in stock price during the year
−Removed: ended June 30, 2020, which resulted in the recognition of a smaller loss from change in fair value.
−Removed: on Debt Settlements, Net
−Removed: were no debt settlements during the year ended June 30, 2020 and as a result there were no gains or (losses) on settlement of
−Removed: debt during that period, as compared with a gain of $14,101 for the year ended June 30, 2019.
−Removed: (loss) on Extinguishment of Debt, net
−Removed: During the year ended June 30, 2020, notes
−Removed: with principal amounts totaling $254,500 and accrued interest of $15,408 contained bifurcated embedded conversion option
−Removed: Accordingly, the fair market value of the shares issued was $565,746 resulting in a loss on extinguishment at
−Removed: the time of conversion of $295,838 and $362,961 of derivative fair value was recorded as a gain on extinguishment at the time
−Removed: of conversion.
−Removed: During the year ended June 30, 2019, the Company repaid three convertible notes which were treated as derivative
−Removed: instruments, incurred penalties of $92,133 and recorded a gain on the removal of the derivatives of $936,650.
−Removed: Additionally, the
−Removed: Company issued shares of common stock with a value of $1,335,047 which resulted in a gain on extinguishment of $359,725 as the
−Removed: note and derivative fair value exceeded the fair value of shares converted.
−Removed: Currency Transaction Gain (Loss)
−Removed: currency transaction decreased to a loss of $(143,808) for the year ended June 30, 2020 as compared with a loss of $(690,748)
−Removed: for the year ended June 30, 2019.
−Removed: The decrease in foreign currency transaction loss is primarily attributable to fluctuation in
−Removed: exchange rates during the year ended June 30, 2020, as compared to during the year ended June 30, 2019, and 2020 having less
−Removed: intercompany loans.
−Removed: the years ended June 30, 2020 and 2019, the Company applied for and received from the Australian Taxation Office a research and
−Removed: development tax credit in the amount of $134,728 and $115,437, respectively.
−Removed: loss decreased to $(4,740,723) for the year ended June 30, 2020 as compared to a net loss of $(5,758,369) for the year ended June
−Removed: The change relates to the factors discussed above.
−Removed: and Capital Resources
−Removed: Financial Condition
−Removed: As of June 30, 2020, we had total assets of
−Removed: $98,518, comprised primarily of cash of $67,007, GST tax receivable of $2,015, property and equipment, net, of $5,747 and
−Removed: operating lease right of use asset, net, $21,682.
−Removed: This compares with total assets of $101,652 as of June 30, 2019, comprised primarily
−Removed: of cash of $2,394, GST tax receivable of $5,439, prepaid expenses and other current assets of $83,299 and property and equipment,
−Removed: net, of $8,417.
−Removed: We had current liabilities of $3,739,943,
−Removed: primarily comprised of net convertible debt of $1,557,734, accounts payable and accrued expenses of $1,544,387 and
−Removed: embedded conversion option liabilities of $354,109, as of June 30, 2020.
−Removed: This compares with current liabilities of $4,402,888,
−Removed: primarily comprised of net convertible debt of $1,657,377, accounts payable and accrued expenses of $1,640,379 and embedded conversion
−Removed: option liabilities of $698,264, as of June 30, 2019.
−Removed: have funded our operations primarily through the issuance of equity and/or convertible securities for cash.
−Removed: The cash was used
−Removed: primarily for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants
−Removed: During the year ended June 30, 2020, we borrowed
−Removed: amounts of approximately $1,591,250 from the sale of convertible promissory notes during such period with various maturity
−Removed: dates ranging from July 3, 2020 to March 12, 2021.
−Removed: have substantial capital resource requirements and have incurred significant losses since inception.
−Removed: As of June 30, 2020, we had
−Removed: $67,007 in cash.
−Removed: We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business
−Removed: Such capital requirements are in excess of what we have in available cash and for which we currently have commitments.
−Removed: we presently do not have enough available cash to meet our obligations over the next 12 months.
−Removed: If continued funding and capital
−Removed: resources are unavailable at reasonable terms, we may curtail our plan of operations.
−Removed: We will be required to obtain alternative
−Removed: or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations.
−Removed: The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results
−Removed: of operations, and adversely affecting our ability to complete ongoing activities in connection with our research and development
−Removed: and Uses of Cash
−Removed: the Fiscal Year
−Removed: cash used in operating activities
−Removed: cash used in investing activities
−Removed: cash provided by financing activities
−Removed: of exchange rate changes on cash
−Removed: Net cash used in operating activities was
−Removed: $1,849,589 for the fiscal year ended June 30, 2020 compared to $2,060,037 for the fiscal year ended June 30, 2019.
−Removed: This decrease
−Removed: is primarily due to a decrease in change in fair value of derivative liabilities of approximately $2,857,000, decrease in accrued
−Removed: expenses of approximately $21,000, decrease in employment related liabilities of approximately $153,000, changes in foreign
−Removed: currency transaction loss of approximately $547,000 offset by increases primarily due to increase in stock-based compensation
−Removed: of $1,154,000, amortization of debt discount of $344,000, accretion of put premium of $131,000, increase in gain on extinguishment
−Removed: of debt of approximately $1,229,000, increase in prepaid expenses and other assets of $166,000 and accounts payable of
−Removed: flows provided by financing activities for the fiscal year ended June 30, 2020 were $1,890,240 as compared to $2,118,560 for the
−Removed: fiscal year ended June 30, 2019.
−Removed: During the year ended June 30, 2020, we received net proceeds from the issuance of convertible
−Removed: promissory notes of $1,465,250 and net proceeds from sale of common stock of $424,990.
−Removed: During the year ended June 30, 2019,
−Removed: we received net proceeds from the issuance of convertible promissory notes of $1,305,150 and sale of common stock of $1,085,380
−Removed: net, offset by repayments of convertible notes of $272,000.
−Removed: effect of the exchange rate on cash resulted in a $23,962 positive adjustment to cash flows in the year ended June 30, 2020 as
−Removed: compared to a negative adjustment of $73,176 to cash flows in the year ended June 30, 2019.
−Removed: The reason for the fluctuation is
−Removed: due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each
−Removed: period and the daily fluctuation in exchange rates.
−Removed: Concern Qualification
−Removed: We did not generate
−Removed: any revenue for the fiscal years ended June 30, 2020 and 2019 and have incurred significant losses and cash used in operations,
−Removed: and such losses and use of cash are expected to continue.
−Removed: Our independent registered public accounting firm has included a “Going
−Removed: Concern Qualification”
−Removed: in their audit report for each of the fiscal years ended June 30, 2020 and 2019.
−Removed: In addition, we
−Removed: have negative working capital and convertible debt that is past maturity that we are currently negotiating with lenders in order
−Removed: to amend the maturity dates.
−Removed: The foregoing raises substantial doubt about our ability to continue as a going concern for a
−Removed: period of 12 months from the issue date of this report.
−Removed: Our ability to continue as a going concern is dependent on our ability
−Removed: to execute our strategy and on our ability to raise additional funds and/or to consummate a public offering.
−Removed: Management is currently
−Removed: seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate our business.
−Removed: assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory
−Removed: Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of
−Removed: debt financing or cause substantial dilution for our stockholders, in case of equity and/or convertible debt financing.
−Removed: The consolidated
−Removed: financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: The “Going Concern
−Removed: Qualification”
−Removed: might make it substantially more difficult to raise capital.
−Removed: Sheet Arrangements
−Removed: do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
−Removed: condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
−Removed: Quantitative and Qualitative Disclosures about Market Risk.
−Removed: applicable to smaller reporting companies.
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.