What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-09-28 compared with 2021-09-28 · 1476 added, 1123 removed, 1165 unchanged (69% of the section changed)

5 unchanged sentences

Consolidated Financial Statements for the Fiscal Years Ended June 30, 2022 and 2021

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Consolidated Balance Sheets as of June 30, 2022 and 2021

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on the Financial Statements

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

and Subsidiary (the “Company”) as of June

30, 2021 and 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

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

and Subsidiary (the “Company”) as of

June 30, 2022 and 2021, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, and cash flows, for each of the two years in the period ended June 30, 2022, and the related notes (collectively referred to

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Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

NW Corporate Blvd., Suite 240 • Boca Raton, FL 33431-7328

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CPAConnect with Affiliated Offices Worldwide • Member AICPA Center for Audit Quality

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

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accounts or disclosures to which they relate.

described in Footnote 12 “Derivative Financial Instruments and Fair Value Measurements” to the consolidated financial statements,

the Company recorded derivative transactions that resulted primarily in a net

derivative expense from change in fair value of conversion option liability of $8,186, and derivative liabilities of $54,220 at June

noted in footnote 1 “Derivative Instruments” and as described in Footnote 12 “Derivative Financial Instruments and

Fair Value Measurements” to the consolidated financial statements, the Company recorded derivative transactions that resulted

primarily in a net derivative expense in fiscal 2022 from change in fair value of derivative liabilities of $99,111, and

derivative liabilities of $151,262 at June 30, 2022.

identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the

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model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

& Company, P.A.

Salberg & Company, P.A.

& COMPANY, P.A .

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BALANCE SHEETS

tax receivable

June 30, 2022

June 30, 2021

CURRENT ASSETS:

deposit - related party

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

and equipment, net

AND STOCKHOLDERS’ DEFICIT

expenses and other payables

notes and related accrued interest, net of discounts and premiums

lease liability - related party

conversion option liabilities

to former director - related party

from former director - related party

benefit liability

GST tax receivable

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related party

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

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

and Contingencies (See Note 9)

STOCKHOLDERS’

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

A preferred stock, $ 0.01 par value;

Accounts payable

Accrued expenses and other payables

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

Operating lease liability - related party, current portion

Embedded conversion option liabilities

Due to former director - related party

Loan from former director - related party

Employee benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

Operating lease liability - long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’ DEFICIT:

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

Series A preferred stock, $ 0.01 par value;

500,000 shares authorized;

500,000 shares issued and outstanding as of June 30, 2022 and 2021

B preferred stock, $ 0.01 par value;

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding as of June 30, 2022 and 2021

stock, $ 0.001 par value;

Preferred stock value

Common stock, $ 0.001 par value;

3,000,000,000 shares authorized;

14,055,393 and 258,120 shares issued and outstanding as of June 30, 2021

and 2020, respectively

stock issuable ( 59 and 0 shares as of June 30, 2021 and 2020, respectively)

paid-in capital

other comprehensive income

stock (1 share)

STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ DEFICIT

220,350,921 and 14,055,393 shares issued and outstanding as of June 30, 2022 and 2021, respectively

Common stock issuable ( 19,597,024 and 59 shares as of June 30, 2022 and 2021, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive income

Accumulated deficit

( 61,557,893 )

( 58,199,466 )

Treasury stock ( 1 share)

TOTAL STOCKHOLDERS’ DEFICIT

( 3,023,649 )

( 3,067,573 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Ended June 30,

Administration

and development

For the years ended June 30,

OPERATING EXPENSES

FROM OPERATIONS

INCOME (EXPENSE)

in fair value of derivative liabilities

from settlement of debt, net

on extinguishment of debt, net

currency transaction gain (loss)

OTHER EXPENSE, NET

Administration expenses

Occupancy expenses – related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

( 1,990,870 )

( 1,812,143 )

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Change in fair value of derivative liabilities

Gain from settlement of debt, net

Gain (loss) on extinguishment of debt, net

Foreign currency transaction gain (loss)

TOTAL OTHER EXPENSE, NET

LOSS BEFORE TAXES

( 2,713,064 )

( 2,139,362 )

$ ( 2,658,087 )

$ ( 2,025,947 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

LOSS AVAILABLE TO COMMON STOCKHOLDERS

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 3,358,427 )

$ ( 2,417,696 )

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 3,358,427 )

$ ( 2,417,696 )

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

Unrealized foreign currency translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

$ ( 3,209,082 )

$ ( 2,600,163 )

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

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Stockholders’

at June 30, 2019

of common stock for cash

of common stock for conversion of convertible debt and accrued interest

Reversal of common stock issuable due to cancellation of conversions of convertible debt and accrued interest

Reversal of common stock issuable due to cancellation of conversions of convertible debt and accrued interest, shares

Comprehensive

Stockholders’

Balance at June 30, 2020

$ ( 55,781,770 )

$ ( 3,641,425 )

Issuance of common stock for conversion of convertible debt and accrued

Reversal of common stock issuable due to cancellation of conversions of

convertible debt and accrued interest

Issuance of common stock for services

Issuance of common stock for exercise of warrants

Issuance of common stock for exercise of warrants, shares

Issuance of common stock for cashless exercise of warrants

Reversal of put premium upon cancellation of conversions of convertible debt

Reclassification of put premium upon debt conversion

Reversal of put premium upon cancellation of conversions of convertible

Stock based compensation in connection with stock option grants

Vested restricted stock units

Vested restricted stock units, shares

Fractional difference due to the reverse stock-split

Fractional difference due to the reverse stock-split, shares

dividend upon cashless exercise of warrants

Reclassification

of put premium upon debt conversion

of common stock for services

fair value of warrants issued with convertible debt

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

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

currency translation gain

loss for the fiscal year ended June 30, 2020

at June 30, 2020

of common stock for conversion of convertible debt and accrued interest

of common stock issuable due to cancellation of conversions of convertible debt and accrued interest

of put premium upon cancellation of conversions of convertible debt

of common stock for services

of common stock for exercise of warrants

of common stock for cashless exercise of warrants

Foreign currency translation loss

Deemed dividend upon alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

restricted stock units

difference due to the reverse stock-split

currency translation loss

loss for the fiscal year ended June 30, 2021

at June 30, 2021

Net loss for the fiscal year ended June 30, 2021

( 2,025,947 )

Balance at June 30, 2021

$ ( 58,199,466 )

$ ( 3,067,573 )

Issuance of common stock for cash

Issuance of common stock for offering cost

Issuance of common stock for conversion of convertible debt, conversion

fee and accrued interest

Issuance of common stock for services and accrued expenses

Issuance of common stock for exercise of warrants

Issuance of common stock for alternate cashless exercise of warrants

Reclassification of put premium upon debt conversion

Stock based compensation in connection with stock option grants

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Net loss for the fiscal year ended June 30, 2022

( 2,658,087 )

Balance at June 30, 2022

$ ( 61,557,893 )

$ ( 3,023,649 )

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

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STATEMENTS OF CASH FLOWS

Ended June 30,

FLOWS FROM OPERATING ACTIVITIES:

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

and amortization of common stock for services

currency transaction loss (gain)

of debt discounts

in fair value of derivative liabilities

on extinguishment of debt, net

from settlement of debt, net

option and restricted stock expense

interest expense

of put premium

in Assets and Liabilities:

expenses and other assets

benefit liability

expenses and other payables

CASH USED IN OPERATING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

from convertible promissory notes, net of original issue discounts and issue costs

of convertible promissory notes

from the sale of common stock

associated with offering costs

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

of exchange rate changes on cash

INCREASE (DECREASE) IN CASH

AT BEGINNING OF YEAR

AT END OF YEAR

Disclosure of Cash Flow Information

paid during the year:

Disclosure of Non-Cash Investing and Financing Activities

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

related to warrants issued with convertible notes

related to derivative liability

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

of common stock issuable and put premium due to cancellation of conversions of convertible debt and accrued interest

Deemed dividend

upon alternate cashless exercise of warrants

payable reclass to convertible notes

For the years ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 2,658,087 )

$ ( 2,025,947 )

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

Issuance and amortization of common stock for services

Foreign currency transaction (gain) loss

Depreciation expense

Amortization of debt discounts

Change in fair value of derivative liabilities

(Gain) loss on extinguishment of debt, net

Gain from settlement of debt, net

Stock option and restricted stock expense

Non-cash interest expense

Amortization of right-of-use assets

Accretion of put premium

Changes in Assets and Liabilities:

GST receivable

Prepaid expenses and other assets

Accounts payable

Deferred rent

Employee benefit liability

Accrued expenses and other payables

Accrued interest

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

( 1,436,304 )

( 1,145,264 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible promissory notes, net of original issue discounts and issue costs

Repayments of convertible promissory notes

Proceeds from the sale of common stock

Proceeds from the exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

Supplemental Disclosure of Cash Flow Information

Cash paid during the year:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Common stock issued for offering cost applied against proceeds received

Subscription receivable

Reduction of put premium related to conversions of convertible notes

Conversion of convertible notes and accrued interest to common stock

Discounts related to derivative liability

Operating lease right-of-use asset and operating lease liability recorded pursuant to ASC 842

Reversal of common stock issuable and put premium due to cancellation of conversions of convertible debt and accrued interest

Accounts payable reclass to convertible notes

Common stock issued for accrued services

Deemed dividend upon alternate cashless exercise of warrants

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

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July 2020, a world first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 29 granted

patents and 33 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

Presently, there are 43 granted, allowed, or accepted patents and 22 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

the lead product candidate PRP.

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adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority in interest of the Company’s

voting capital stock approved by written consent, in accordance with Section 228 of the Delaware General Corporation Law, for the Company

to file a Certificate of Amendment to its Certificate of Incorporation (the “Certificate”) with the Secretary of State of

the State of Delaware, which increased the Company’s authorized capital stock.

The Certificate increased the number of authorized

shares of the Company’s common stock, par value $ 0.001 per share, from 1,000,000,000 to 3,000,000,000 .

The number of authorized

shares of preferred stock remains at 1,500,005 , such that the total number of shares of all classes and series the Company is authorized

to issue is 3,001,500,005 shares.

The Certificate was filed and became effective on July 6, 2022.

This increase is presented retroactively

on the consolidated balance sheet.

of Consolidation

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of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from

foreign currency transactions are included in the statements of operations and comprehensive income (loss) as a component of other

comprehensive income (loss).

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

to USD after the balance sheet date.

foreign currency transactions are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive

income (loss).

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

the balance sheet date.

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

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at

the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions

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

Effective fiscal year 2021, the parent company determined that these intercompany loans will not be repaid in the foreseeable future

and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation

adjustment, a component of accumulated other comprehensive income (loss).

Prior to July 1, 2020, the Company recorded the foreign

currency transaction gains and losses from measuring the intercompany balances as a component of other income (expenses) titled

foreign currency transaction gain (loss).

For the year ended June 30, 2021 and 2020, the Company recognized an exchange gain

(loss) of approximately $ 1,005,000 and

($ 133,000 ),

on intercompany loans made by the parent to the subsidiary which have not been repaid as of June 30, 2021.

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the

consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated

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

Effective fiscal year

2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3,

gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated

other comprehensive income (loss).

Prior to July 1, 2020, the Company recorded the foreign currency transaction gains and losses from

measuring the intercompany balances as a component of other income (expenses) titled foreign currency transaction gain (loss).

year ended June 30, 2022 and 2021, the Company recognized an exchange gain (loss) of approximately $ 1,289,000 and $ 1,005,000 , on intercompany

loans made by the parent to the subsidiary which have not been repaid as of June 30, 2022.

of June 30, 2022 and 2021, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing

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SCHEDULE OF TRANSLATION EXCHANGE RATES

rate on balance sheet dates

June 30, 2022

June 30, 2021

Exchange rate on balance sheet dates

AUD exchange rate

exchange rate for the period

Average exchange rate for the period

AUD exchange rate

in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2022 and 2021 were as follows:

SCHEDULE OF CHANGE IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

Currency Items:

balance, June 30, 2019

currency translation gain

June 30, 2020

currency translation gain

Beginning balance, June 30, 2020

Foreign currency translation gain

Balance, June 30, 2021

Foreign currency translation gain

Ending balance, June 30, 2022

Value of Financial Instruments and Fair Value Measurements

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For certain financial instruments, including cash and

cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their

short maturities.

Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current

interest rates available for debt with similar terms and maturities are substantially the same.

cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short

Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest

rates available for debt with similar terms and maturities are substantially the same.

Company follows accounting guidance for financial assets and liabilities.

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approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad

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see Note 12 - Derivative Financial Instruments and Fair Value Measurements.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

and Cash Equivalents

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Bank overdrafts, as applicable, are reflected as a current liability on the balance sheets.

There were no cash

equivalents as of June 30, 2021 or June 30, 2020.

were no cash equivalents as of June 30, 2022 or June 30, 2021.

and Equipment

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estimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

Machinery and equipment

are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by

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All employee liabilities are owed within the next twelve

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Goods and Services Tax (“GST”)

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fully collected subsequent to the balance sheet reporting dates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative

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Features in Financial Instruments will no longer cause derivative treatment.

The Company applies the modified prospective method of adoption.

The Company applied the modified prospective method of adoption.

There were no cumulative effects on adoption.

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The concession is recognized as tax benefit, in operations, upon receipt.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

each of the fiscal years ended June 30, 2022 and 2021, the Company applied for, and received from the Australian Taxation Office, a research

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Pricing Model.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

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

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The Company used the modified prospective method of

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

Company adopted and implemented on July 1, 2018, ASC 606 – Revenue from Contracts with Customers (“ASC 606”).

did not have a material impact on the consolidated financial statements.

implementation of ASC 606, the Company recognizes revenue in accordance with that core principle by applying the following steps:

Identify the contract(s) with a customer.

Identify the performance obligations in the contract.

Determine the transaction price.

Allocate the transaction price to the performance obligations in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation.

to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs

and the royalty term has begun.

Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

ASC 606 establishes a single comprehensive

model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue

recognition guidance.

This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers

in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also

requires certain additional disclosures.

Subject to these criteria, the Company intends to recognize revenue relating to royalties on

product sales in the period in which the sale occurs and the royalty term has begun.

legal costs for litigation are charged to expense as incurred.

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

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

In addition, the updated guidance

requires that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

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

The Company adopted this guidance effective

July 1, 2019.

July 1, 2019, the Company adopted ASU No.

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

date whereby the Company elected to not reassess the following:

(i) whether any expired or existing contracts contain leases and;

initial direct costs for any existing leases.

For contracts entered into on or after the effective date, at the inception of a contract

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

The Company’s assessment is based on:

(1) whether the contract

involves the use of a distinct identified asset, (2) whether we obtain the right to substantially all the economic benefit from the use

of the asset throughout the period, and (3) whether it has the right to direct the use of the asset.

The Company will allocate the consideration

in the contract to each lease component based on its relative stand-alone price to determine the lease payments.

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

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

As most leases do not provide an implicit

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

value of future payments.

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

in general and administrative expenses in the consolidated statements of operations.

Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under

the new standard its prior conclusions about lease identification, lease classification and initial direct costs.

In addition, the Company

elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less.

Operating lease right of use assets (“ROU”)

represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value

of future minimum lease payments over the lease term at commencement date.

As most leases do not provide an implicit rate, the Company

uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future

Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general

and administrative expenses.

and Diluted Net Loss Per Common Share

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which were excluded from the computation since the effect is anti-dilutive.

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

June 30, 2022

June 30, 2021

Stock Options

Stock Warrants

Unvested restricted stock

Convertible Debt

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

OF ANTI DILUTIVE SECURITIES

restricted stock

Accounting Pronouncements

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

reported and in future periods.

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

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

position or operations in the near term with the exception of those disclosed below.

The applicability of any standard is subject

to the formal review of the Company’s financial management.

have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that

any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near

term with the exception of those disclosed below.

The applicability of any standard is subject to the formal review of the Company’s

financial management.

August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives

1 unchanged sentence

This ASU reduces the number of accounting models

for convertible debt instruments and convertible preferred stock.

As well as amend the guidance for the derivatives scope exception for

for convertible debt instruments and convertible preferred stock as well as amends the guidance for the derivatives scope exception for

contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

4 unchanged sentences

The Company is currently assessing

the impact the new guidance will have on our consolidated financial statements.

the impact of the new guidance will have on our consolidated financial statements.

2 – GOING CONCERN

1 unchanged sentence

as a going concern.

For the fiscal year ended June 30, 2021, the Company had no

revenues, had a net loss of $ 2,025,947

and had net cash used in operations

of $ 1,145,264 .

Additionally, as of June 30, 2021, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of

$ 3,074,078 ,

$ 3,067,573 ,

and $ 58,199,466 ,

respectively.

It is management’s opinion that these

conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months

from the date of this filing.

For the fiscal year ended June 30, 2022, the Company had no revenues, had a net loss of $ 2,658,087 and had net cash

used in operations of $ 1,436,304 .

Additionally, as of June 30, 2022, the Company had a working capital deficit, stockholders’ deficit

and accumulated deficit of $ 3,047,951 , $ 3,023,649 , and $ 61,557,893 , respectively.

It is management’s opinion that these conditions

raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from

the date of this filing.

consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification

22 unchanged sentences

and equipment consist of the following as of June 30:

SCHEDULE OF PROPERTY AND EQUIPMENT

equipment at cost

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

Accumulated depreciation

property, plant, and equipment

Total property, plant, and equipment

expense for the years ended June 30, 2022 and 2021 were $ 1,993 and $ 1,993 , respectively.

8 unchanged sentences

The Company is currently not being charged interest under these advances.

The total amount owed the former director at June

30, 2021 and 2020 is $ 33,347 and $ 30,639 , respectively.

The Company plans to repay the advances as its cash resources allow (see Note

The total amount owed to the former director at

June 30, 2022 and 2021 is $ 30,746 and $ 33,347 , respectively.

The Company plans to repay the advances as its cash resources allow (see

5 – LOANS AND NOTES PAYABLE

1 unchanged sentence

from the Company’s former director at June 30, 2022 and 2021 were $ 51,171 and $ 55,500 , respectively.

The loan bear no interest

The loan bears no interest

and is payable on demand.

3 unchanged sentences

Company’s convertible notes outstanding at June 30, 2022 and 2021 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

notes and debenture

OF CONVERTIBLE NOTES

June 30, 2022

June 30, 2021

Convertible notes and debenture

Unamortized discounts

Accrued interest

Convertible notes, net

Equities Financing Agreements

29, 2018 Securities Purchase Agreement

Company entered into an executory contract on December 29, 2017, whereby the Company entered into a securities purchase agreement with

Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2017 Eagle Note”)

from the Company in the aggregate principal amount of $ 532,435 , with principal and the interest thereon convertible into shares of the

Company’s common stock at the option of Eagle Equities at any time.

The December 2017 Eagle Note contained an original issue discount

of $ 25,354 such that the purchase price was $ 507,081 .

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

was in discussions with Eagle Equities to extend the maturity date.

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

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

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

The Company recorded $ 20,065 of accrued interest for the December 2017

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

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

The Company recorded $ 0 of accrued

interest for the December 2017 Eagle Note and total principal outstanding as of June 30, 2020 under the December 2017 Eagle Note was

$ 0 following conversion of the remaining principal $ 171,965 and $ 24,751 of accrued interest during the fiscal year to June 30, 2020.

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

13, 2018 Securities Purchase Agreement

July 13, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “July 2018 Note”) from the Company in the aggregate principal amount of $ 75,000 , such

principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any time

after the six month anniversary of the July 2018 Eagle Note.

The transaction closed on July 16, 2018 and on July 19, 2018 the Company

received proceeds of $ 71,250 as $ 3,750 was paid directly to legal fees.

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

The July 2018 Eagle Note bears interest at a rate of 8 % per annum, which interest shall be paid by the Company to Eagle Equities in shares

of the Company’s common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after the six-month

anniversary of the Note.

The Company recorded $ 5,786 of accrued interest and the total principal outstanding under the July 2018 Eagle

Note was $ 75,000 as of June 30, 2019.

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

2018 Eagle Note was $ 0 as of June 30, 2020 following conversion of $ 75,000 of principal and $ 9,300 of accrued interest during the fiscal

year ended June 30, 2020.

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

29, 2018 Securities Purchase Agreement

August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

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24, 2018 Securities Purchase Agreement

October 2, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “October 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 210,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the October 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed on

October 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 10,000 from the principal payment due under

the October 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The maturity date of the October 2018 Eagle

Note was October 2, 2019 .

The October 2018 Eagle Note shall bore interest at a rate of 8 % per annum, which interest was paid by the Company

to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any time after

the six-month anniversary of the October 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest on this

The note was fully converted to common stock in fiscal 2020.

30, 2018 Securities Purchase Agreement

November 30, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “November 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Eagle Equities any

time after the six-month anniversary of the November 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed

on December 3, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 5,000 from the principal payment due under

the November 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The maturity date of the November 2018 Eagle

Note was November 30, 2019 .

The November 2018 Eagle Note bore interest at a rate of 8 % per annum, which interest shall be paid by the

Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle Equities at any

time after the six-month anniversary of the November 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest

on this note.

The note was fully converted to common stock in fiscal 2020.

24, 2018 Securities Purchase Agreement

December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

19 unchanged sentences

waive the 24 % default interest on this note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Equities had the option to convert all or any amount of the principal amount of the notes issued to Eagle Equities above, at any time,

11 unchanged sentences

shares of the Company’s common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

above notes issued to Eagle Equities were treated as stock settled debt under ASC 480 and accordingly, the Company recorded a total of

$ 357,688 put premium, of which $ 224,131 and $ 133,557 were released to additional paid in capital following conversion of principal during

the fiscal year to June 30, 2020 and 2021, respectively.

total principal amount outstanding under the above Eagle Equities financing agreements, specifically the August 29, 2018 and the December

24, 2018 agreements was $ 205,500 as of June 30, 2020 and accrued interest totaled $ 26,990 .

There were $ 0 outstanding principal and accrued

interest under the above Eagle Equities financing agreements as of June 30, 2021 as a result of the fiscal 2021 conversions.

Capital Financing Agreements

2, 2018 Securities Purchase Agreement

October 2, 2018, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased two

8 % unsecured convertible redeemable notes (the “October 2, 2018 GS Notes”) from the Company in the aggregate principal amount

of $ 212,000 , such principal and the interest thereon convertible into shares of the Company’s common stock.

The purchase price

of $ 106,000 of the first note (the “October 2018 GS Note”) was paid in cash by GS Capital on October 3, 2018.

After payment

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

The purchase price of

$ 106,000 of the second note (the “October 2, 2018 GS Back End Note”) was initially paid for by GS Capital issuing to the

Company an offsetting $ 106,000 collateralized secured note (the “October 2, 2018 GS Secured Note”).

The terms of the October

2018 GS Back End Note require cash funding prior to any conversion thereunder, and such cash funding shall occur on or before June 2,

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

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

The amounts cash funded plus accrued interest under both

the October 2018 GS Note and the October 2018 GS Back End Note are convertibles into shares of the Company’s common stock, at any

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

common stock for the ten prior trading days including the day upon which a notice of conversion is received by the Company from GS Capital,

subject to adjustment in certain events.

The maturity date of the October 2, 2018 GS Back-Note was October 2019 and the notes were fully

converted to common stock in fiscal 2020.

22, 2020 GS Capital Securities Purchase Agreements

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

convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount of $ 58,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GS Capital any time

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

The January 22, 2020 GS Note contained an original discount

The transactions contemplated by the GS Capital Securities Purchase Agreement closed on January 22, 2020.

Pursuant to the

terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $ 2,500 from the principal payment due under the January 22,

2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash proceeds of $ 52,000 on January 28, 2020.

The Company used the net proceeds from the January 22, 2020 GW Note for general working capital purposes.

The maturity date of the January

22, 2020 GS Capital was January 22, 2021 .

The January 22, 2020 GS Capital Note bore interest at a rate of 10% per annum, which interest

may be paid by the Company to GS Capital in shares of the Company’s common stock;

but was not payable until the January 22, 2020

GS Capital Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The conversion price for the January

22, 2020 GS Capital Note was equal to a 40 % discount of the lowest closing bid price (“Lowest Trading Price”) of the Common

Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of

Conversion is received.

Additionally,

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

from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default

occurs, which is an amount between 112 % and 130 % of an amount equal to the then outstanding principal amount of the January 22, 2020

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

January 22, 2020 GS Note contained certain events of default, upon which principal and accrued interest would become immediately due

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

24 % per annum.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

notes issued to GS capital above were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 106,438

put premium which was expensed in fiscal 2020 of which $ 22,901 and $ 38,667 was released to additional paid in capital following conversion

of principal during the year ended June 30, 2020 and 2021, respectively.

Company recorded $ 8,802 of accrued interest and the total principal outstanding under the above GS Capital financing agreements was $ 58,000

as of June 30, 2020 following the conversion of $ 141,820 of principal and $ 76,397 of accrued interest during the year ended June 30,

The total remaining principal outstanding and accrued interest under the above GS Capital financing agreements was $ 0 as of June

30, 2021 following conversion of $ 58,000 of principal and $ 8,508 of accrued interest during the year ended June 30, 2021.

$ 357,688 put premium, of which $ 133,557 were released to additional paid in capital following conversion of principal during the fiscal

year to June 30, 2021.

were $ 0 outstanding principal and accrued interest under the above Eagle Equities financing agreements as of June 30, 2021 as a result

of the fiscal 2021 conversions.

Note Issued with Consulting Agreement

34 unchanged sentences

the accompanying consolidated statements of operations.

total principal outstanding after adjustment due to the above-mentioned March 15, 2021 settlement agreement and accrued

interest under the August 10, 2017 Convertible Note was $ 80,000

total principal and accrued interest outstanding after adjustment due to the above mentioned March 15, 2021 settlement agreement

under the August 10, 2017 Convertible Note was $ 80,000

and $ 3,738 ,

respectively, as of June 30, 2021 following conversion of $ 20,000

of principal during the year ended

June 30, 2021.

of principal during the year ended June 30, 2021.

The total principal and accrued interest outstanding under the August 10, 2017

Convertible Note was $ 79,000

and $ 10,185 ,

respectively, as of June 30, 2022 following conversion of $ 1,000

of principal and $ 8,000

accrued interest during the year ended June 30, 2022.

Capital Financing Agreements

22, 2020 GS Capital Securities Purchase Agreements

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

convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount of $ 58,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GS Capital any time

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

The January 22, 2020 GS Note contained an original discount

The transactions contemplated by the GS Capital Securities Purchase Agreement closed on January 22, 2020.

Pursuant to the

terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $ 2,500 from the principal payment due under the January 22,

2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash proceeds of $ 52,000 on January 28, 2020.

The Company used the net proceeds from the January 22, 2020 GW Note for general working capital purposes.

The maturity date of the January

22, 2020 GS Capital was January 22, 2021 .

The January 22, 2020 GS Capital Note bore interest at a rate of 10 % per annum, which interest

may be paid by the Company to GS Capital in shares of the Company’s common stock;

but was not payable until the January 22, 2020

GS Capital Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The conversion price for the January

22, 2020 GS Capital Note was equal to a 40 % discount of the lowest closing bid price (“Lowest Trading Price”) of the Common

Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of

Conversion is received.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Additionally,

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

from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default

occurs, which is an amount between 112 % and 130 % of an amount equal to the then outstanding principal amount of the January 22, 2020

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

January 22, 2020 GS Note contained certain events of default, upon which principal and accrued interest would become immediately due

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

24 % per annum.

note issued to GS capital above was treated as stock settled debt under ASC 480 and accordingly the Company recorded $ 38,667 put premium

which was expensed in fiscal 2020 of which $ 38,667 was released to additional paid in capital following conversion of principal during

the year ended June 30, 2021.

total remaining principal outstanding and accrued interest under the above GS Capital financing agreements was $ 0 as of June 30, 2021

following conversion of $ 58,000 of principal and $ 8,508 of accrued interest during the year ended June 30, 2021.

Up Lending Group Financing Agreements

26, 2019 Securities Purchase Agreement

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

(“Power Up”),

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

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

common stock at the option of Power Up.

The transaction closed on November 22, 2019 and the Company received payment on December 3, 2019

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

The maturity date

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

The November 26, 2019, Power Up Note bore interest at a rate of 8 % per

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

November 26, 2019 Power Up Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The note was fully

converted in fiscal 2020.

7, 2020 Power Up Lending Group Securities Purchase Agreement

11 unchanged sentences

2020 Power Up Note became payable, whether at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

12, 2020 Power Up Lending Group Securities Purchase Agreement

20 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

conversion price for the above Power Up notes was $3,050, subject to certain Market Price (as defined below) adjustment.

13 unchanged sentences

liabilities at fair value.

total principal amount outstanding under the above Power Up financing agreements, specifically the January 7, 2020 and March 12, 2020

Power Up Notes, was $ 118,000 and accrued interest of $ 3,903 as of June 30, 2020.

The total principal amount outstanding under the above

Power Up financing agreement, specifically the January 7, 2020 and March 12, 2020 Power Up Notes, was $ 0 and accrued interest of $ 0 as

of June 30, 2021 following repayment in cash of $ 43,000 of the principal balance and $ 1,816 of accrued interest and conversions into

common stock during the year ended June 30, 2021.

Accordingly, there was no outstanding principal balance as of June 30, 2021.

Holdings Corp Financing Agreement

23, 2019 Securities Purchase Agreement

May 23, 2019, the Company issued a convertible promissory note (the “May 23 Redstart Holdings Note”) to Redstart Holdings

Corp (“Redstart Holdings”) in the aggregate principal amount of $ 133,000 , with principal and the interest thereon convertible

into shares of the Company’s common stock at the option of Redstart Holdings any time after 180 days of issuance.

At the time of

closing on May 31, 2019, Redstart Holdings deducted $ 3,000 from the principal payment due under the May 2019 Redstart Holdings Note to

be applied to its legal expenses, such that the Company received aggregate net proceeds of $ 130,000 at closing.

The maturity date of

the May 2019 Redstart Holdings Note was May 23, 2020 and bore interest at a rate of 8 % per annum.

The total principal amount outstanding

and accrued interest under the above Redstart Holdings financing agreement, specifically the May 23, 2019 agreement at June 30, 2019

was $ 133,000 and $ 1,137 respectively and as of June 30, 2020 total principal amount outstanding and accrued interest totaled $ 0 and $ 0

respectively following conversion of $ 133,000 of the principal balance and $ 5,320 of accrued interest during the year ended June 30,

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Capital Financing Agreements

30, 2019 Securities Purchase Agreement

July 30, 2019, the Company entered into a securities purchase agreement with Odyssey Capital Funding LLC, (“Odyssey”), pursuant

to which Odyssey purchased a convertible promissory note (the “July 30, 2019 Odyssey Note”) from the Company in the aggregate

principal amount of $ 320,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at

the option of Odyssey.

The July 30, 2019 Odyssey Note contains an original discount of $ 25,000 .

The transaction closed on July 30, 2019

and the Company received payment on August 1, 2019 in the amount of $ 295,000 , of which $ 10,000 was paid directly toward legal fees, resulting

in net cash proceeds of $ 285,000 .

The maturity date of the July 30, 2019 Odyssey Note was July 30, 2020 .

The July 2019 Odyssey Note bore

interest at a rate of 10 % per annum, which interest may be paid by the Company to Odyssey in shares of the Company’s common stock

but was not payable until the July 30, 2019 Odyssey Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The July 30, 2019 Odyssey Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

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

of 24 % per annum.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 172,308 put premium.

Additionally,

Odyssey had the option to convert all or any amount of the principal face amount of the July 30, 2019 Odyssey Note, starting on January

31, 2020 and ending on the later of the maturity date or the date the Default Amount was paid if an event of default occurred, which

was an amount equal to 120 % of an amount equal to the then outstanding principal amount of the July 30, 2019 Odyssey Note plus any interest

accrued from July 30, 2019 at the default interest rate of 24 % per annum for shares of the Company’s common stock at the then-applicable

conversion price.

conversion price for the July 30, 2019 Odyssey Note was equal to 65 % of the lowest closing bid price of the Common Stock as reported

on the OTC Markets on which the Company’s shares were then traded or any exchange upon which the Common Stock may be traded in

the future, for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.

total principal amount outstanding under the above Odyssey financing agreement, specifically the July 30, 2019 Odyssey Note, was $ 0 and

accrued interest of $ 0 as of June 30, 2020 following conversion of $ 320,000 of the principal balance and $ 23,220 of accrued interest

during the year ended June 30, 2020 resulting in full repayment of the note and a full reduction of the put premium.

The note was fully

converted in fiscal 2020.

total principal amount outstanding under the above Power Up financing agreement, specifically the January 7, 2020 and March 12, 2020

Power Up Notes, was $ 0 and accrued interest of $ 0 as of June 30, 2021 following repayment in cash of $ 43,000 of the principal balance

and $ 1,816 of accrued interest and conversions into common stock during the year ended June 30, 2021.

Accordingly, there was no outstanding

principal balance as of June 30, 2021.

Fund Financing Agreements

5 unchanged sentences

of which $ 5,000 was paid directly toward legal fees and $ 40,000 to Auctus for due diligence fees resulting in net cash proceeds of $ 505,000 .

The maturity date of the August 30, 2019 Auctus Note was August 30, 2020 and is currently past due.

The August 30, 2019 Auctus Note bears

interest at a rate of 10 % per annum, but not payable until the August 30, 2019 Auctus Note became payable, whether at the maturity date

or upon acceleration or by prepayment.

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

$ 366,667 put premium.

The maturity date of the August 30, 2019 Auctus Note was August 30, 2020 .

The August 30, 2019 Auctus Note bore interest at a rate of

10 % per annum, but not payable until the August 30, 2019 Auctus Note became payable, whether at the maturity date or upon acceleration

or by prepayment.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 366,667 put premium.

The August 30, 2019 Auctus Note may not be prepaid without the written consent of Auctus.

Any amount of principal

or interest which is not paid when due shall bear interest at the rate of 24 % per annum.

Any amount of principal or interest which was

not paid when due shall bear interest at the rate of 24 % per annum.

Additionally,

Auctus has the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus Note,

Auctus had the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus Note,

at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default Amount if an

event of default occurs, which is an amount equal to 125 % of an amount equal to the then outstanding principal amount of the August 30,

2019 Auctus Note (but not less than $15,000) plus any interest accrued from August 30, 2019 at the default interest rate of 24 % per annum,

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

Upon the holder’s election to convert accrued

interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those amounts in cash.

The note may also

be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135% multiplied by the sum of (a) the then

outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests , if any.

conversion price for the August 30, 2019 Auctus Note shall be the Variable Conversion Price, being 60 % of the Market Price on the date

of conversion.

Notwithstanding the foregoing, Auctus shall be restricted from effecting a conversion if such conversion, along with other

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

the Company’s common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

event of default occurs, which was an amount equal to 125 % of an amount equal to the then outstanding principal amount of the August

30, 2019 Auctus Note (but not less than $ 15,000 ) plus any interest accrued from August 30, 2019 at the default interest rate of 24 % per

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

Upon the holder’s election to convert

accrued interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those amounts in cash.

may also be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135% multiplied by the sum of (a)

the then outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests, if any.

conversion price for the August 30, 2019 Auctus Note was a Variable Conversion Price, being 60 % of the Market Price on the date of conversion.

Notwithstanding the foregoing, Auctus was restricted from effecting a conversion if such conversion, along with other shares of the Company’s

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

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

22 unchanged sentences

Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties.

Note is subject to customary default provisions and also includes a cross-default provision which provides that a breach or default by

the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after the passage

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Note was subject to customary default provisions and also includes a cross-default provision which provides that a breach or default

by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after the passage

of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements.

Upon occurrence of any such event, the Holder shall be entitled (but in no event required) to apply all rights and

remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreements or the

August 30, 2019 Auctus Note contain certain events of default, upon which principal and accrued interest will become immediately due

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

24% per annum.

Upon occurrence of any such event, the Holder was entitled (but in no event required) to apply all rights and remedies

of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreements or the Note.

August 30, 2019 Auctus Note contained certain events of default, upon which principal and accrued interest were to become immediately

due and payable.

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

of 24 % per annum.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 358,965

8 unchanged sentences

during the year ended June 30, 2021 following conversion of the principal balance.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 0 and

accrued interest of $ 0 as of June 30, 2022 following conversion of $ 32,848 of the principal balance and $ 716 of accrued interest during

the year ended June 30, 2022.

Accordingly, $ 21,899 of the put premium was released in respect of the August 30, 2019 Auctus Note during

the year ended June 30, 2022 following conversion of the principal balance.

Accordingly, there was no outstanding principal balance as

of June 30, 2022.

Bridge Securities Purchase Agreements

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown Bridge

purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate principal

amount of $ 108,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Crown Bridge any time from the of issuance of the of the October 3, 2019 Crown Bridge Note.

The transactions contemplated by the Crown

Bridge Securities Purchase Agreement closed on October 3, 2019.

Pursuant to the terms of the Crown Bridge Securities Purchase Agreement,

Crown Bridge deducted $ 3,000 from the principal payment due under the October 3, 2019 Crown Bridge Note, at the time of closing, to be

applied to its legal expenses, and there was a $ 5,000 original issuance discount resulting in $ 100,000 net proceeds to the Company.

Company used the net proceeds from the October 3, 2019 Crown Bridge Note for general working capital purposes.

The maturity date of the

October 3, 2019 Crown Bridge was October 3, 2020 and is currently past due.

The October 3, 2019 Crown Bridge Note currently bears interest

at a default interest rate of 15 % per annum, which interest may be paid by the Company to Crown Bridge in shares of the Company’s

common stock.

Additionally,

Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note at any

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

occurs, which is an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of the October 3, 2019 Crown

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

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

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

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting

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

affiliates, exceeds 4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99 % upon 60 days

prior written notice by the Crown Bridge to the Company.

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

Company recorded a $ 72,000 put premium.

October 3, 2019 Crown Bridge Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

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

of 15 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

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

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 7,232 as of

as of June 30, 2020 following conversion of $ 42,720 of the principal balance during the year ended June 30, 2020.

Accordingly, $ 28,480

of the put premium was released in respect of the October 3, 2019 Crown Bridge Note during the year ended June 30, 2020 following conversion

of the principal balance.

BIOPHARMA, INC.

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30, 2022 and 2021

were 15,000 unissued shares which were considered issuable for accounting purposes during the 1 st quarter of fiscal 2021 related

to a conversion notice dated and received on September 16, 2020.

In November 2020, the Company was notified by the note holder of the

cancellation of this conversion notice as a result of the reverse stock split and as such the Company reversed the effects of this transaction

thereby increasing the principal balance by $ 9,600 and put premium by $ 6,400 and a corresponding decrease in equity of $ 16,000 .

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 16,138 as of

June 30, 2021.

The total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest

of $ 25,930 as of June 30, 2022.

Holdings Securities Purchase Agreements

10 unchanged sentences

The maturity date

of the October 1, 2019 GW Holdings was October 1, 2020 and is currently past due.

The October 1, 2019 GW Holdings Note bore interest

at a rate of 8 % per annum, which interest was paid by the Company to GW Holdings in shares of the Company’s common stock;

not payable until the October 1, 2019 GW Holdings Note became payable, whether at the maturity date or upon acceleration or by prepayment.

of the October 1, 2019 GW Holdings was October 1, 2020 .

The October 1, 2019 GW Holdings Note bore interest at a rate of 8 % per annum,

which interest was paid by the Company to GW Holdings in shares of the Company’s common stock;

but was not payable until the October

1, 2019 GW Holdings Note became payable, whether at the maturity date or upon acceleration or by prepayment.

10, 2020 Securities Purchase Agreement

7 unchanged sentences

the principal payment due under the December 10, 2020 GW Note, at the time of closing, to be applied to its legal expenses.

intends to use the net proceeds of $ 125,000 from the December 10, 2020 GW Note for general working capital purposes.

The maturity date

of the December 10, 2020 GW Holdings is December 10, 2021 .

The December 10, 2020 GW Holdings Note bears interest at a rate of 8 % per

annum, which interest may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable

until the December 10, 2020 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

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30, 2021 and 2020

above notes issued to GW Holdings contain certain events of default, upon which principal and accrued interest will become immediately

used the net proceeds of $ 125,000 from the December 10, 2020 GW Note for general working capital purposes.

The maturity date of the December

10, 2020 GW Holdings was December 10, 2021 .

The December 10, 2020 GW Holdings Note bore interest at a rate of 8 % per annum, which interest

may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable until the December

10, 2020 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

above notes issued to GW Holdings contain certain events of default, upon which principal and accrued interest were to become immediately

due and payable.

3 unchanged sentences

Additionally,

GW Holdings has the option to convert all or any amount of the principal face amount of the notes issued to GW Holdings at any time from

GW Holdings had the option to convert all or any amount of the principal face amount of the notes issued to GW Holdings at any time from

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

1 unchanged sentence

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

conversion price for the above GW Holdings notes shall be equal to a 40% discount of the lowest closing bid price (“Lowest Trading

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

day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, GW Holdings shall be restricted from effecting a conversion

if such conversion, along with other shares of the Company’s common stock beneficially owned by GW Holdings and its affiliates,

exceeds 4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99% upon 60 days prior written

notice by the GW Holdings to the Company .

notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 put premium.

conversion price for the above GW Holdings notes was equal to a 40% discount of the lowest closing bid price (“Lowest Trading Price”)

of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which

a Notice of Conversion was received.

Notwithstanding the foregoing, GW Holdings shall be restricted from effecting a conversion if such

conversion, along with other shares of the Company’s common stock beneficially owned by GW Holdings and its affiliates, exceeds

4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99 % upon 60 days prior written notice

by the GW Holdings to the Company.

notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 put premium.

BIOPHARMA, INC.

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30, 2022 and 2021

total principal amount outstanding under the above October 1, 2019 GW Holdings financing agreement was $ 30,000 and accrued interest of

13 unchanged sentences

2019 GW Holdings Note during the year ended June 30, 2021 following conversion of the principal balance.

Bridge Securities Purchase Agreements

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown Bridge

purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate principal

amount of $ 108,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Crown Bridge any time from the of issuance of the of the October 3, 2019 Crown Bridge Note.

The transactions contemplated by the Crown

Bridge Securities Purchase Agreement closed on October 3, 2019.

Pursuant to the terms of the Crown Bridge Securities Purchase Agreement,

Crown Bridge deducted $ 3,000 from the principal payment due under the October 3, 2019 Crown Bridge Note, at the time of closing, to be

applied to its legal expenses, and there was a $ 5,000 original issuance discount resulting in $ 100,000 net proceeds to the Company.

Company intends to use the net proceeds from the October 3, 2019 Crown Bridge Note for general working capital purposes.

date of the October 3, 2019 Crown Bridge was October 3, 2020 and is currently past due.

The October 3, 2019 Crown Bridge Note bears interest

at a rate of 10 % per annum, which interest may be paid by the Company to Crown Bridge in shares of the Company’s common stock;

but shall not be payable until the October 2019 Crown Bridge Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

Additionally,

Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note at any

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

occurs, which is an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of the October 3, 2019 Crown

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

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest

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

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting

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

affiliates, exceeds 4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99 % upon 60 days

prior written notice by the Crown Bridge to the Company.

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

Company recorded a $ 72,000 put premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

October 3, 2019 Crown Bridge Note contain certain events of default, upon which principal and accrued interest will become immediately

due and payable.

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

of 15 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

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

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 7,232 as of

as of June 30, 2020 following conversion of $ 42,720 of the principal balance during the year ended June 30, 2020.

Accordingly, $ 28,480

of the put premium was released in respect of the October 3, 2019 Crown Bridge Note during the year ended June 30, 2020 following conversion

of the principal balance.

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 16,138 as of

as of June 30, 2021.

were 15,000 unissued shares which were considered issuable for accounting purposes during the 1 st quarter of fiscal 2021 related

to a conversion notice dated and received on September 16, 2020.

In November 2020, the Company was notified by the note holder of the

cancellation of this conversion notice as a result of the reverse stock split and as such the Company reversed the effects of this transaction

thereby increasing the principal balance by $ 9,600 and put premium by $ 6,400 and a corresponding decrease in equity of $ 16,000 .

total principal amount outstanding and accrued interest under the above December 10, 2020 GW Holdings financing agreement, was $ 0 as

of June 30, 2022 following conversion of $ 90,000 of the principal balance, $ 7,885 of accrued interest and $ 4,000 default penalty during

the year ended June 30, 2022.

Accordingly, $ 60,000 of the put premium was reclassed to additional paid in capital in respect of the December

10, 2020 GW Holdings Note during the year ended June 30, 2022 following conversion of the principal balance.

Alef Securities Purchase Agreements

97 unchanged sentences

common stock at the option of Geneva Roth any time after the six month anniversary of the December 2, 2020 Geneva Roth.

2, 2020 Geneva Roth contains an original discount of $ 3,000 .

The Company intends to use the net proceeds from the December 2, 2020 Geneva

Roth for general working capital purposes.

The maturity date of the December 2, 2020 Geneva Roth Note is December 2, 2021.

2, 2020 Geneva Roth Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares

of the Company’s common stock;

but shall not be payable until the December 2, 2020 Geneva Roth Note becomes payable, whether at

the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

2, 2020 Geneva Roth contained an original discount of $ 3,000 .

The Company used the net proceeds from the December 2, 2020 Geneva Roth

for general working capital purposes.

The maturity date of the December 2, 2020 Geneva Roth Note was December 2, 2021 .

The December 2,

2020 Geneva Roth Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of

the Company’s common stock;

but shall not be payable until the December 2, 2020 Geneva Roth Note becomes payable, whether at the

maturity date or upon acceleration or by prepayment.

5, 2021 Securities Purchase Agreement

3 unchanged sentences

of Geneva Roth any time after the six-month anniversary of the January 5, 2021 Geneva Roth.

The January 5, 2021 Geneva Roth contains

The January 5, 2021 Geneva Roth contained

an original issue discount of $ 3,500 .

The Company intends to use the net proceeds from the January 5, 2021 Geneva Roth for general working

capital purposes.

The maturity date of the January 5, 2021 Geneva Roth Note is January 5, 2022.

The January 5, 2021 Geneva Roth Note

bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common

but shall not be payable until the January 5, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

The Company used the net proceeds from the January 5, 2021 Geneva Roth for general working capital

The maturity date of the January 5, 2021 Geneva Roth Note was January 5, 2022 .

The January 5, 2021 Geneva Roth Note bore interest

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

shall not be payable until the January 5, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or

by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

16, 2021 Securities Purchase Agreement

3 unchanged sentences

of Geneva Roth any time after the six-month anniversary of the March 16, 2021 Geneva Roth.

The March 16, 2021 Geneva Roth contains an

The March 16, 2021 Geneva Roth contained an

original discount of $ 3,500 .

The Company intends to use the net proceeds from the March 16, 2021 Geneva Roth for general working capital

maturity date of the March 16, 2021 Geneva Roth Note is March 16, 2022.

The March 16, 2021 Geneva Roth Note bears interest at a rate

The Company used the net proceeds from the March 16, 2021 Geneva Roth for general working capital purposes.

maturity date of the March 16, 2021 Geneva Roth Note was March 16, 2022 .

The March 16, 2021 Geneva Roth Note bore interest at a rate

of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

1 unchanged sentence

be payable until the March 16, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

19, 2021 Securities Purchase Agreement

August 19, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “August 19, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 103,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the August 19, 2021 Geneva Roth.

The August 19, 2021 Geneva Roth contained

an original discount of $ 3,750 .

The Company used the net proceeds from the August 19, 2021 Geneva Roth for general working capital purposes.

The maturity date of the August 19, 2021 Geneva Roth Note was August 19, 2022 .

The August 19, 2021 Geneva Roth Note bore interest at

a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

not be payable until the August 19, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

22, 2021 Securities Purchase Agreement

Additionally,

effective September 22, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant

to which Geneva Roth purchased a convertible promissory note (the “September 22, 2021 Geneva Roth”) from the Company in the

aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of the Company’s common

stock at the option of Geneva Roth any time after the six-month anniversary of the September 22, 2021 Geneva Roth.

The September 22,

2021 Geneva Roth contains an original discount of $3,750.

The Company intends to use the net proceeds from the September 22, 2021 Geneva

Roth for general working capital purposes.

The maturity date of the September 22, 2021 Geneva Roth Note is September 22, 2022 .

The September

22, 2021 Geneva Roth Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares

of the Company’s common stock;

but shall not be payable until the September 22, 2021 Geneva Roth Note becomes payable, whether

at the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to Geneva Roth, together with any other amounts that the Company may owe the holder under the

2 unchanged sentences

does not have a right to prepay such notes.

conversion price for the above Geneva Roth notes shall be equal to a 35 %

discount of the market price based on the average of the lowest three trading prices of the Common Stock for the ten trading days

immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, Geneva Roth shall be restricted from effecting

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

affiliates, exceeds 9.99 %

of the outstanding shares of the Company’s common stock.

notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 113,077

put premium for the three notes.

above Geneva Roth notes contain certain events of default, upon which principal and accrued interest will become immediately due and

conversion price for the above Geneva Roth notes was equal to a 35 % discount of the market price based on the average of the lowest three

trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding

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

common stock beneficially owned by Geneva Roth and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

These notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 203,269 put premium

for the five notes.

above Geneva Roth notes contained certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 %

5 unchanged sentences

30, 2021 following conversion of the principal balance.

BIOPHARMA, INC.

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30, 2022 and 2021

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 0 as of June 30, 2022 following conversion

of $ 299,500 of the principal balance and $ 11,980 accrued interest during the year ended June 30, 2022.

Accordingly, $ 161,269 of the put

premium was released to additional paid in capital in respect of the Geneva Roth financing agreements during the year ended June 30,

2022 following conversion of the principal balance.

Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements

21, 2021 Securities Purchase Agreement

October 21, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending LLC (“Sixth Street”),

pursuant to which Sixth Street purchased a convertible promissory note (the “October 21, 2021 Sixth Street”) from the Company

in the aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Sixth Street any time after the six-month anniversary of the October 21, 2021 Sixth Street.

21, 2021 Sixth Street contained debt issue costs of $ 3,750 .

The Company used the net proceeds from the October 21, 2021 Sixth Street

for general working capital purposes.

The maturity date of the October 21, 2021 Sixth Street Note is October 21, 2022 .

The October 21,

2021 Sixth Street Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to Sixth Street in shares of

the Company’s common stock;

but shall not be payable until the October 21, 2021 Sixth Street Note becomes payable, whether at the

maturity date or upon acceleration or by prepayment.

26, 2021 Securities Purchase Agreement

November 26, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth Street

purchased a convertible promissory note (the “November 26, 2021 Sixth Street”) from the Company in the aggregate principal

amount of $ 53,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Sixth Street any time after the six-month anniversary of the November 26, 2021 Sixth Street.

The November 26, 2021 Sixth Street contained

debt issue costs of $ 3,750 .

The Company used the net proceeds from the November 26, 2021 Sixth Street for general working capital

The maturity date of the November 26, 2021 Sixth Street Note is November 26, 2022 .

The November 26, 2021 Sixth Street Note

bore interest at a rate of 8 % per annum, which interest may be paid by the Company to Sixth Street in shares of the Company’s common

but shall not be payable until the November 26, 2021 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

4, 2022 Securities Purchase Agreement

Additionally,

effective January 4, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth

Street purchased a convertible promissory note (the “January 4, 2022 Sixth Street”) from the Company in the aggregate principal

amount of $ 63,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Sixth Street any time after the six-month anniversary of the January 4, 2022 Sixth Street.

The January 4, 2022 Sixth Street contains

debt issue costs of $ 3,750 .

The Company intends to use the net proceeds from the January 4, 2022 Sixth Street for general working

capital purposes.

The maturity date of the January 4, 2022 Sixth Street Note is January 4, 2023 .

The January 4, 2022 Sixth Street Note

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

common stock;

but shall not be payable until the January 4, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon

acceleration or by prepayment.

7, 2022 Securities Purchase Agreement

Additionally,

effective March 7, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth

Street purchased a convertible promissory note (the “March 7, 2022 Sixth Street”) from the Company in the aggregate principal

amount of $ 68,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Sixth Street any time after the six-month anniversary of the March 7, 2022 Sixth Street.

The March 7, 2022 Sixth Street contains debt issue costs of $ 3,750 .

The Company intends to use the net proceeds from the March 7, 2022 Sixth Street for general working capital

The maturity date of the March 7, 2022 Sixth Street Note is March 7, 2023 .

The March 7, 2022 Sixth Street Note bears interest

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

shall not be payable until the March 7, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration or

by prepayment.

12, 2022 Securities Purchase Agreement

April 12, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC, pursuant to which Sixth Street

purchased a convertible promissory note (the “April 12, 2022 Sixth Street”) from the Company in the aggregate principal amount

of $ 68,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Sixth

Street any time after the six-month anniversary of the April 12, 2022 Sixth Street.

The April 12, 2022 Sixth Street contains debt issue costs of $ 3,750 .

The Company intends to use the net proceeds from the April 12, 2022 Sixth Street for general working capital purposes.

The maturity date of the April 12, 2022 Sixth Street Note is April 12, 2023 .

The April 12, 2022 Sixth Street Note bears interest at a

rate of 8 % per annum, which interest may be paid by the Company to Sixth Street in shares of the Company’s common stock;

not be payable until the April 12, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

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30, 2022 and 2021

12, 2022 Securities Purchase Agreement

May 12, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

pursuant to which 1800 Diagonal purchased a convertible promissory note (the “May 12, 2022 1800 Diagonal Note”) from the

Company in the aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of 1800 Diagonal any time after the six-month anniversary of the May 12, 2022 1800 Diagonal Note.

12, 2022 1800 Diagonal Note contains debt issue costs of $ 3,750 .

The Company intends to use the net proceeds from the May 12, 2022

1800 Diagonal Note for general working capital purposes.

The maturity date of the May 12, 2022 1800 Diagonal Note is May 12, 2023 .

May 12, 2022 1800 Diagonal Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to 1800 Diagonal

in shares of the Company’s common stock;

but shall not be payable until the May 12, 2022 1800 Diagonal Note becomes payable, whether

at the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of the above listed notes, the Company has the right to prepay the principal and accrued

but unpaid interest due under the above notes issued, together with any other amounts that the Company may owe the holder

under the terms of the note, at a premium ranging from 110 % to 129 % as defined in the note agreement.

After this initial 180-day period,

the Company does not have a right to prepay such notes.

conversion price for the above 1800 Diagonal notes shall be equal to a 35 % discount of the market price which means the average of the

lowest three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares

of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of

the Company’s common stock.

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a

total of $ 205,962 put premium.

above 1800 Diagonal notes contain certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 %

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

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

than as described above, the above 1800 Diagonal notes contain certain events of default, including failure to timely issue shares upon receipt of a notice

of conversion, as well as certain customary events of default, including, among others, breach of covenants, representations or warranties,

insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note.

Additional events

of default shall include, among others:

(i) failure to reserve at least five times the number of shares issuable upon full conversion

(ii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for

relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary

of the Company;

provided, that in the event such event is triggered without the Company’s consent, the Company shall have sixty

(60) days after such event is triggered to discharge such event, (iii) the Company’s failure to maintain the listing of the common

stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or

an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the American

Stock Exchange, (iv) The restatement of any financial statements filed by the Company with the SEC at any time after 180 days after the

issuance date for any date or period until this note is no longer outstanding, if the result of such restatement would, by comparison

to the un-restated financial statement, have reasonably constituted a material adverse effect on the rights of 1800 Diagonal with respect

to this note or the Purchase Agreement, and (v) the Company’s failure to comply with its reporting requirements of the Securities

and Exchange Act of 1934 (the “Exchange Act”), and/or the Company ceases to be subject to the reporting requirements of the

Exchange Act.

the event that the Company fails to deliver the shares of common stock issuable upon conversion of principal or interest under the

above 1800 Diagonal notes within three business days of a notice of conversion by 1800 Diagonal, the Company shall incur a penalty of

per day, provided, however, that such fee shall not be due if the failure to deliver the shares is a result of a third party such as

the transfer agent.

the occurrence and during the continuation of certain events of default, the above 1800 Diagonal notes will become immediately due

and payable and the Company will pay 1800 Diagonal in full satisfaction of its obligations in the amount equal to 150 %

of an amount equal to the then outstanding principal amount of the above 1800 Diagonal notes plus any interest accrued upon such

event of default or prior events of default (the “Default Amount”).

Further upon the occurrence and during the continuation of any event of default specified in section 3.2 as defined

in the 1800 Diagonal note agreements and relates to the failure to issue shares of the Company’s common stock upon the conversion

of 1800 Diagonal notes, such above 1800 Diagonal notes shall become immediately due and payable in an amount equal to the Default Amount

multiplied by two.

BIOPHARMA, INC.

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TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

total principal amount outstanding under the above Sixth Street financing agreements were $ 265,000 and accrued interest of $ 6,081 as

of June 30, 2022 following conversion of $ 117,500 of the principal balance and $ 4,700 accrued interest during the year ended June 30,

Accordingly, $ 63,269 of the put premium was released to additional paid in capital in respect to the Sixth Street financing agreements

during the year ended June 30, 2022 following conversion of the principal balance.

Capital Securities Purchase Agreements

7, 2021 Securities Purchase Agreement

December 7, 2021, the Company entered into a securities purchase agreement with ONE44 Capital LLC (“ONE44”), pursuant to

which ONE44 purchased a convertible promissory note (the “December 7, 2021 ONE44”) from the Company in the aggregate

principal amount of $ 170,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of ONE44 any time

after the six-month anniversary of the December 7, 2021 ONE44.

The December 7, 2021 ONE44 contains an original discount and debt

issue cost for a total of $ 25,500 .

The Company intends to use the net proceeds from the December 7, 2021 ONE44 for general working capital purposes.

The maturity date

of the December 7, 2021 ONE44 is December

The December 7, 2021 ONE44 bears interest at a rate of 10 %

per annum, which interest may be paid by the Company to ONE44 in shares of the Company’s common stock;

but shall not be

payable until the December 7, 2021 ONE44 Note becomes payable, whether at the maturity date or upon acceleration or by

29, 2022 Securities Purchase Agreement

March 29, 2022, the Company entered into a securities purchase agreement with ONE44 Capital LLC, pursuant to which ONE44 purchased a

convertible promissory note (the “March 29, 2022 ONE44”) from the Company in the aggregate principal amount of $ 120,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of ONE44 any time

after the six-month anniversary of the March 29, 2022 ONE44.

The December 7, 2021 ONE44 contains an original discount and debt issue

cost for a total of $ 18,000 .

The Company intends to use the net proceeds from the March 29, 2022 ONE44 for general working capital purposes.

The maturity date of

the March 29, 2022 ONE44 is March

The March 29, 2022 ONE44 bears interest at a rate of 10 %

per annum, which interest may be paid by the Company to ONE44 in shares of the Company’s common stock;

but shall not be

payable until the March 29, 2022 ONE44 Note becomes payable, whether at the maturity date or upon acceleration or by

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe the holder under the terms

of the note, at a premium ranging from 120 % to 135 % as defined in the note agreement.

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above ONE44 notes shall be equal to a 65 % discount of the market price which means the average of the lowest

three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding

the foregoing, ONE44 shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by ONE44 and its affiliates, exceeds 4.99 % of the outstanding shares of the Company’s common stock.

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 156,154 put premium.

above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 %

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

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

In the event that the Company fails to

deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under the ONE44 note, the penalty shall be

per day the shares are not issued beginning on the 4 th day after the conversion notice was delivered to the Company.

penalty shall increase to $ 500

per day beginning on the 10 th day.

In an event of breach of section 8m as defined in the ONE44 note agreements, such ONE44 notes shall incur penalty

and will increase the outstanding principal amounts by 20 %.

total principal amount outstanding under the above ONE44 financing agreements were $ 235,700 and accrued interest of $ 9,519 as of June

30, 2022 following conversion of $ 54,300 of the principal balance and $ 2,873 accrued interest during the year ended June 30, 2022.

$ 29,238 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended

June 30, 2022 following conversion of the principal balance.

Convertible notes in default

There are two convertible notes that are currently

past due and are in default, consisting of $ 144,280 principal and $ 33,930 accrued interest which includes interest accruing at the default

interest rates ranging from 15 % to 18 % .

of debt discounts

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on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

of all debt discounts for the years ended June 30, 2021 and 2020 was $ 136,527 and $ 734,130 , respectively.

Company reclassified $ 590,504 and $ 874,924 in put premiums to additional paid in capital following conversions during the year ended

June 30, 2021 and 2020, respectively.

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

of all debt discounts for the years ended June 30, 2022 and 2021 was $ 47,971 and $ 136,527 , respectively.

Company reclassified $ 335,677

and $ 590,504

in put premiums to additional paid in capital

following conversions during the year ended June 30, 2022 and 2021, respectively.

7 – INCOME TAXES

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SCHEDULE OF INCOME TAX PROVISION

before Income taxes

under statutory US tax rates

(decrease) in valuation allowance

period adjustment

tax rate differential

tax rate change

tax (expense) benefit

The Company reflects a tax benefit on its consolidated

statement of operations and comprehensive income (loss) in 2021 and 2020 of $ 113,415 and $ 134,728 , respectively.

These amounts are research

and development tax credits and are not considered income tax.

On March 27, 2020, the Coronavirus Aid, Relief, and

Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before

June 30, 2022

June 30, 2021

Loss before Income taxes

$ ( 2,658,087 )

$ ( 2,025,947 )

Taxes under statutory US tax rates

$ ( 558,198 )

$ ( 425,449 )

Increase (decrease) in valuation allowance

Prior period adjustment

( 1,063,710 )

Foreign tax rate differential

Income tax rate change

Income tax (expense) benefit

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2022 and 2021 of $ 54,977

and $ 113,415 , respectively.

These amounts are research and development tax credits and are not considered income tax.

March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted in response to the COVID-19 pandemic.

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

taxable years to generate a refund of previously paid income taxes.

The Company is currently evaluating the impact of the CARES Act,

but due to sustained losses, the NOL carryback provision of the CARES Act would not yield a benefit to us.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

2 unchanged sentences

consist of the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

Derivative Liability

Investor Services

(Intellectual Property and Patent Cost)

Operating Loss CF

Exchange Loss (OCI)

of derivative liability

Based Compensation

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2022

June 30, 2021

Deferred tax assets

tax liabilities

on extinguishment of debt

Raising Costs

Warrant Derivative Liability

Accrued Expenses

Prepaid Investor Services

Non-cash interest

Intangibles (Intellectual Property and Patent Cost)

Deferred Rent

Formation Expense

Net Operating Loss carryforward

Foreign Exchange Loss (OCI)

Revalue of derivative liability

Stock Based Compensation

Total Deferred tax assets

Deferred tax liabilities

deferred tax assets (liabilities)

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

$ ( 170,435 )

$ ( 197,604 )

Gain on extinguishment of debt

Capital Raising Costs

Total deferred tax liabilities

$ ( 782,886 )

$ ( 796,509 )

Net deferred tax assets

Valuation allowance

( 10,294,432 )

( 9,955,098 )

Net deferred tax assets

June 30, 2022, the Company had U.S.

net operating loss carry forwards of approximately $ 10,183,947

that may be offset against future

taxable income, subject to limitation under IRC Section 382.

Of the approximately $ 9.6 million of net operating loss carryforwards,

$ 7.2 million will begin to expire in 2024 and the remaining $ 2.4 million will not expire.

that may be offset against future taxable income, subject to limitation under IRC Section 382.

Of the approximately $ 10.2

million of net operating loss carryforwards, $ 7.2

million will begin to expire in 2024 and the remaining $ 3.0

million will not expire but is subject to annual usage limitations.

The Australian tax rate changed from 26 %

in 2020 to 26 % in 2021.

At June 30, 2021, the Company had Australia net operating loss carry forwards of approximately $ 25,128,485

million which can be carried forward

without expiration.

tax benefit has been reported in

the June 30, 2021 and 2020 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based

on a more likely than not criteria and in consideration of available positive and negative evidence.

in 2021 to 25 %

At June 30, 2022, the Company had Australia net operating loss carry forwards of approximately $ 26,482,912 which can be carried forward without expiration.

tax benefit has been reported in the June 30, 2022 and 2021 consolidated financial statements due to the uncertainty surrounding the

realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

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all relevant information.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

tax return, which resulted in no unrecognized tax benefits as of June 30, 2021 and 2020, respectively.

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the

8 unchanged sentences

in Authorized Shares of Common Stock and Reverse Stock Split

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

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

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

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

and responding to a changing corporate environment.

The Company filed the necessary documents with the U.S.

Securities and Exchange Commission

on February 6, 2020 and with the amendment to the authorized shares being approved by the State of Delaware on March 13, 2020.

May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority in interest of the Company’s

voting capital stock approved by written consent, in accordance with Section 228 of the Delaware General Corporation Law, for the Company

to file a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which increased

the Company’s authorized capital stock.

The Certificate increased the number of authorized shares of the Company’s common

stock, par value $ 0.001 per

share, from 1,000,000,000 to

3,000,000,000 .

The number of authorized shares of preferred stock remains at 1,500,005 ,

such that the total number of shares of all classes and series the Company is authorized to issue is 3,001,500,005

The Certificate was filed and became

effective on July 6, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

November 17, 2020, the Company effected a one-for-one thousand (1:1,000) reverse stock split of the Company’s issued and outstanding

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500,000 shares of Series A Preferred Stock are issued and outstanding as of June 30, 2022 and 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

the total preferred shares authorized, pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware

7 unchanged sentences

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2022 and 2021.

Issued for Cash

3, 2020 Security Purchase Agreement

April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement (the “Securities Purchase Agreement”)

entered into on March 30, 2020, whereby an investor (the “Investor”) purchased from the Company, 7,500 units (the “Units”),

each consisting of (i) 1.5 shares of the Company’s common stock (the “Common Stock”), or pre-funded warrants (the “Prefunded

Warrants”) upon Investor’s election due to the 4.99% blocker provision as discussed below and (ii) 1.5 warrants to purchase

one share of Common Stock (“Series A Warrants”, and collectively with the Common Stock the “Units”).

to the Units, the Investor was issued 63,750 warrants to purchase one share of Common Stock (the “Series B Warrants”) and

an additional 63,750 warrants to purchase one share of Common Stock, subject to a vesting schedule (the “Series C Warrants”

and, together with the Prefunded Warrants, the Series A Warrants, and the Series B Warrants, the “Warrants”).

aggregate purchase price for the Units, the Series A Warrants with exercise price of $ 200 per share, the Series B Warrants with exercise

price of $ 40 per share and the Series C Warrants with exercise price of $ 200 per share, of $ 450,000 was paid at closing (the “Purchase

Price”) or $60 per unit purchase price (see Warrants below).

The Company received net proceeds of $ 424,990 , net of offering cost

of $ 25,010 .

Securities Purchase Agreement contains a blocker provision whereby the Investor or any of its affiliates would not beneficially own in

excess of 4.99 % of the outstanding number of shares of Common Stock (“Beneficial Ownership Limitation”).

As such, the Investor

may elect to purchase Prefunded Warrants equal to the same number of shares of Common Stock that the Company would have been issued.

to the Beneficial Ownership Limitation, the 11,250 shares of Common Stock underlying the Units issuable at closing of the Securities

Purchase Agreement are comprised of 804 shares of restricted Common Stock and 10,446 Prefunded Warrants with exercise price of $ 1 (but

can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full.

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

issued under the Equity Line

November 30, 2021, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Dutchess Capital

Growth Fund LP, a Delaware limited partnership, (“Dutchess”), providing for an equity financing facility (the “Equity

The Purchase Agreement provides that upon the terms and subject to the conditions in the Purchase Agreement, Dutchess is

committed to purchase up to Five Million Dollars ($ 5,000,000 ) of shares of the Company’s common stock (the “Common Stock”),

over the 36 month term of the Purchase Agreement (the “Total Commitment”).

the terms of the Purchase Agreement, Dutchess will not be obligated to purchase shares of Common Stock unless and until certain conditions

are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective

which registers Dutchess’ resale of any Common Stock purchased by Dutchess under the Equity Line.

From time to time over the 36-month

term of the Purchase Agreement, commencing on the trading day immediately following the date on which the Registration Statement becomes

effective, the Company, in our sole discretion, may provide Dutchess with a draw down notice (each, a “Draw Down Notice”),

to purchase a specified number of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations

discussed below.

The actual amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”)

is to be determined by multiplying the Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share

of Common Stock equals 92 % of the lowest trading price of the Common Stock during the five (5) business days prior to the Closing Date.

Closing Date shall mean the five (5) business days after the Clearing Date.

Clearing Date shall mean the first business day that the

Selling Shareholder holds the Draw Down Amount in its brokerage account and is eligible to trade the shares.

maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of

(i) 300 % of the average daily share volume of the Common Stock in the five (5) trading days immediately preceding the Draw Down Notice

or (ii) an aggregate value of $ 250,000 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Company agreed to pay to Dutchess a commitment fee for entering into the Purchase Agreement of 1,000,000 restricted shares of the Company’s

common stock.

The 1,000,000 shares of common stock were valued at approximately $ 0.02 per share or $ 20,000 , being the closing price of

the stock on November 30, 2021, the date of grant.

The shares were issued on December 10, 2021.

The Company initially recorded deferred

offering cost of $ 20,000 .

The Company deferred these costs until such time that the associated financings were completed.

Upon completion

and recognition of the proceeds, any deferred offering costs will be reported as a direct deduction from the amount of the proceeds received

as a charge to additional paid in capital.

During the year ended June 30, 2022, the $ 20,000 deferred offering cost was directly deducted

from the proceeds received below.

April 5, 2022 and June 30, 2022, the Company issued an aggregate of 25,663,288 shares of its common stock at an average price per share

of approximately $ 0.01 , as a result of delivering four draw down notices to the Investor.

Consequently, the Company received gross aggregate

proceeds of $ 99,285 and subscription receivable of $ 23,758 from such draw down notice.

The Company collected the $ 23,758 subscription

receivable in August 2022.

issued for conversion of convertible debt

the year ended June 30, 2020, the Company issued 247,619 shares of its common stock at an average contractual conversion price of $ 7 ,

ranging from $ 2 to $ 910 , as a result of the conversion of principal and interest in the aggregate amount of $ 1,814,336 underlying certain

outstanding principal amount and accrued interest of convertible notes converted during such period, including $ 15,000 of conversion

The total recorded to equity was $ 2,125,174 .

Notes with principal amounts totaling $ 254,500 and accrued interest of $ 15,408 contained

bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $ 565,746 resulting in

a loss on extinguishment at the time of conversion of $ 295,838 and $ 362,961 of derivative fair value was recorded as a gain on extinguishment

at the time of conversion.

The Company reclassified $ 874,924 in put premiums to additional paid in capital following conversions during

the year ended June 30, 2020.

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

3 unchanged sentences

prior to the reversal of unissued shares.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

were 24,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to

3 unchanged sentences

by $ 19,600 , accrued interest of $ 416 and put premium by $ 11,785 and a corresponding decrease in equity of $ 31,801 .

notes totaling principal amount of $ 95,000

the year ended June 30, 2021, converted notes totaling principal amount of $ 95,000 and accrued interest of $ 3,000 contained bifurcated

embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $ 178,368 resulting in a loss on extinguishment

at the time of conversion of $ 80,368 and $ 130,975 of derivative fair value was recorded as a gain on extinguishment at the time of conversion.

Company reclassified $ 590,504 to additional paid in capital following conversions of notes accounted for as stock settled debt during

the year ended June 30, 2021.

the year ended June 30, 2022, the Company issued an aggregate of 96,959,620

shares of its common stock and common stock issuable

at average contractual conversion prices ranging

as a result of the conversion of principal of $ 599,148 ,

interest of $ 36,154

and conversion fees $ 2,250

underlying certain outstanding convertible notes

converted during the year.

The total recorded to equity was $ 657,125

including the $ 19,572

discussed below.

The common stock issuable of

shares were issued on July 12, 2022.

the year ended June 30, 2022, converted notes - principal of $ 1,000

and accrued interest of $ 8,000

contained bifurcated embedded conversion

option derivatives.

Accordingly, the fair market value of the shares issued was $ 178,368

resulting in a loss on extinguishment

at the time of conversion of $ 80,368

and $ 130,975

of derivative fair value was recorded

as a gain on extinguishment at the time of conversion.

contained bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued upon conversion

resulting in a loss on extinguishment at the time of conversion of $ 19,572

of derivative fair value was recorded as a gain on extinguishment at the time of conversion.

The Company reclassified $ 335,677

2 unchanged sentences

financing agreements at June 30, 2022.

issued for services

July 19, 2019, the Company entered into an agreement with a certain consultant to provide services over a two-month period beginning

July 1, 2019 and ending September 1, 2019 in exchange for 20 shares of the Company’s common stock.

On July 19, 2019, the Company

issued the 20 shares of the Company’s common stock valued at $ 1,990 per share;

being the closing price of the stock on the date

of the agreement, to such consultant, or $ 39,800 , which will be amortized over the term of the agreement.

The Company recorded $ 39,800

of consulting expense with respect to such shares of its common stock during the year ended June 30, 2020.

February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,709 shares of the Company’s common stock to a consultant

for services rendered pursuant to an engagement agreement dated on September 10, 2019 which agreement was later amended in February 2020.

Between February 3, 2020 and June 26, 2020, the Company issued an aggregate of 8,709 shares of the Company’s common stock valued

at an average price of $ 8 per share;

being the closing price of the stock on the date of the agreement, to such consultant, or $ 73,842 .

The Company recorded $ 73,842 of consulting expense with respect to such shares of its common stock during the year ended June 30, 2020.

issued for services and accrued expenses

March 22, 2021, the Company issued an aggregate of 225,037 shares of the Company’s common stock to a consultant for services rendered

10 unchanged sentences

expense with respect to such shares of its common stock during the year ended June 30, 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

August 12, 2021, the Board approved the issuance of 2,800,000 shares of the Company’s common stock for bonus payable of $ 84,000

as of June 30, 2021 to an employee who is the wife of the CEO of the Company.

The 2,800,000 shares of common stock were valued at approximately

$ 0.03 per share or $ 87,920 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified bonus payable of $ 84,000 to

additional paid in capital upon issuance.

August 12, 2021, the Board approved the issuance of 166,667 shares of the Company’s common stock for legal services rendered for

the month of August 2021.

The 166,667 shares of common stock were valued at approximately $ 0.05 per share or $ 7,883 , being the closing

price of the stock on August 31, 2021, the date of grant.

The shares were issued on September 3, 2021.

The Company recorded stock-based

compensation of $ 7,883 during the year ended June 30, 2022.

September 2021, the Company issued 2,819,712

shares of the Company’s common stock to

a consultant for services rendered from July 2021 to September 2021 valued at approximately $ 0.04

per share or $ 104,611 ,

being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation of $ 104,611

during the year ended June 30, 2022.

January 20, 2022, the Board approved the issuance of 666,667 shares of the Company’s common stock for legal services rendered in

January 2022.

The 666,667 shares of common stock were valued at approximately $ 0.03 per share or $ 20,000 , being the average closing prices

of the stock for the month of January 2022, the date of grant.

The Company recorded stock-based compensation of $ 20,000 during the year

ended June 30, 2022.

January 24, 2022, the Company issued 2,274,224 shares of the Company’s common stock to a consultant for services rendered from

October 2021 to December 2021.

The Company issued 2,274,224 shares of the Company’s common stock valued at approximately $ 0.02

per share or $ 45,030 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based

compensation of $ 45,030 during the year ended June 30, 2022.

February 17, 2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to a consultant for services

rendered upon the termination of the consulting agreement (see Note 9).

The Company valued the shares at approximately $ 0.02 per share

or $ 24,000 being the closing price of the stock on the date of grant to such consultant.

The shares were issued on April 7, 2022.

Company recorded stock-based compensation of $ 24,000 during the year ended June 30, 2022.

April 13, 2022, the Company issued 3,833,683 shares of the Company’s common stock to a consultant for services rendered from January

2022 to March 2022.

The Company issued 3,833,683 shares of the Company’s common stock valued at approximately $ 0.0122 per share

or $ 46,771 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 46,771 during the year ended June 30, 2022.

June 30, 2022, the Board approved the issuance of 12,270,958 shares of the Company’s common stock to a consultant for services rendered

from April 2022 to June 2022.

The 12,270,958 shares was reflected as common stock issuable and was valued at approximately $ 0.0037 per

share or $ 45,403 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 45,403 during the year ended June 30, 2022.

The common stock issuable of 12,270,958 shares were issued on July 1, 2022.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with James Nathanielsz (“Nathanielsz”), Chief Executive

Officer and Director of the Company, whereby Nathanielsz agreed to cancel his cash compensation bonus award for fiscal year 2021, ended

June 30, 2021, in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment

Agreement dated May 14, 2019 (the “Agreement”).

Pursuant to the terms of the Agreement, Nathanielsz was eligible to earn

an annual fiscal year cash performance bonus for each fiscal year of his employment period with the Company with a target performance

bonus of 200 % of his average annualized base salary during the fiscal year for which the performance bonus is earned.

On July 20, 2021,

Nathanielsz was awarded a “target” bonus of 78 %, or $ 177,840 USD (the “Debt”) for the fiscal year ended June

30, 2021, by the Company’s Board of Directors (the “Board”).

Pursuant to the Cancellation Agreement, Nathanielsz agreed

to cancel this Debt in exchange for 5,928,000 shares of the common stock of the Company (the “Shares”), valued at approximately

$ 0.03 per share or $ 186,139 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 8,299 during the year ended June 30, 2022 and reclassified bonus payable of $ 177,840 to

additional paid in capital upon issuance.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with Dr.

Julian Kenyon (“Kenyon”), Chief Scientific Officer

and Director of the Company, whereby Kenyon agreed to cancel of $ 102,600 USD of accrued salary due him as of June 30, 2021, pursuant

to that certain Amended and Restated Services Agreement by and between Kenyon and the Company, dated May 14, 2019, in exchange for 3,420,000

shares of common stock of the Company (the “Shares”), valued at approximately $ 0.03 per share or $ 107,388 , being the closing

price of the stock on the date of grant.

The shares were issued on August 17, 2021.

The Company recorded stock-based compensation of

$ 4,788 during the year ended June 30, 2022 and reclassified accrued expenses of $ 102,600 to additional paid in capital upon issuance.

Amended and Restated Director Agreement

August 12, 2021, the Company entered into an Amended and Restated Director Agreement (the “Director Agreement”) with Josef

Zelinger (“Zelinger”).

Pursuant to the terms of the Director Agreement, the Company shall pay Zelinger a base salary of $ 250.00

AUD ($ 184 USD) per month, payable on the first day of each month.

In addition, the Company may compensate Zelinger additional consideration

for advisory services performed by the Director, either in the form of cash or common stock, at the discretion of the Board.

issued 2,800,000 shares of common stock of the Company for accrued director services of $ 84,000 as of June 30, 2021.

The 2,800,000 shares

of common stock were valued at approximately $ 0.03 per share or $ 87,920 , being the closing price of the stock on the date of grant.

shares were issued on August 17, 2021.

The Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and

reclassified accrued expenses of $ 84,000 to additional paid in capital upon issuance.

issued for exercise of warrants

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044 from the exercise of 10,445 prefunded warrants

and 19,375 Series B Warrants resulting in the issuance of 29,820 shares of common stock.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,000

from the exercise of 15,625

prefunded warrants and 19,375

Series B Warrants resulting in

the issuance of 29,820

Series B Warrants with an exercise price of $ 40 per share and issued 15,625

shares of common stock.

Additionally,

during 2021 the Company issued 4,199,979

shares of common stock from the

alternate cashless exercise of 20 Series A and 1 Series C warrants.

The Company recognized the value of the effect of a down round

feature in such warrants when triggered.

Upon the occurrence of the triggering event that resulted in a reduction of the strike price,

the Company measured the value of the effect of the feature as the difference between the fair value of the warrants without the down

round feature or before the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced

strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 391,749

and a corresponding reduction

of income available to common stockholders upon the alternate

cashless exercise of these warrants.

to employment agreements dated in May 2019, the Company granted an aggregate of 78

restricted stock unit to the Company’s

during the year ended June 30, 2021, the Company issued 4,199,979 shares of common stock from the alternate cashless exercise of 20 Series

A and 1 Series C warrants.

During the year ended June 30, 2022, the Company issued 56,799,716 shares of common stock from the alternate

cashless exercise of 284 Series A warrants with an original exercise price of $ 200 and alternate cashless exercise price of $ 0.001 .

Alternate Cashless Exercise provision, for a cashless conversion at the holder’s option, is available should the trading price

of the Company’s common stock fall below $ 200 per share calculated based on the difference between the exercise price of the Series

A Warrant and 70 % of the market price.

The Company recognized the value of the effect of a down round feature in such warrants when triggered.

Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the value of the effect

of the feature as the difference between the fair value of the warrants without the down round feature or before the strike price reduction

and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 700,340 and $ 391,749 , during the years ended June 30, 2022 and 2021, respectively,

and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants.

to employment agreements dated in May 2019, the Company granted an aggregate of 78 and 39 restricted stock unit to the Company’s

Chief Executive Officer and Chief Scientific Officer, respectively.

The total 117

restricted stock units are subject

to vesting terms as defined in the employment agreements.

The 117 restricted stock units were valued at the fair value of $ 4,250

per unit or $ 497,240

based on the quoted trading price

on the date of grant.

During the year ended June 30, 2021 and 2020, the Company recognized stock-based compensation of $ 0

and $ 217,543 ,

respectively, related to vested restricted stock units.

There were $ 248,620

unrecognized restricted stock units

expense as of June 30, 2021.

unvested restricted stock units

which are subject to various performance conditions which have not yet been met and such restricted stock

units have not yet vested as of June 30, 2021 and 2020 to which the $ 248,620 relates.

The total 117 restricted stock units are subject to vesting terms

as defined in the employment agreements.

The 117 restricted stock units were valued at the fair value of $ 4,250 per unit or $ 497,240

based on the quoted trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense as of June 30,

There are 59 unvested restricted stock units which are subject to various performance conditions which have not yet been met and

such restricted stock units have not yet vested as of June 30, 2022 and 2021 to which the $ 248,620 relates.

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

summary of the Company’s option activity during the years ended June 30, 2021 and 2020 is presented below:

SCHEDULE OF STOCK OPTION ACTIVITY

Weighted Average

summary of the Company’s stock option activity during the years ended June 30, 2022 and 2021 is presented below:

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Price Per Share

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awards and restricted stock units.

the year ended June 30, 2021 and 2020, the Company recognized stock-based compensation of $ 82,872

related to vested stock options.

There was $ 72,514

of unvested stock options expense

as of June 30, 2021 that will be recognized over a remaining vesting period of 0.87 year.

the years ended June 30, 2022 and 2021, the Company recognized stock-based compensation of $ 72,513 and $ 82,872 related to vested stock

There was $ 0 of unvested stock options expense as of June 30, 2022.

stock options were granted during the years ended June 30, 2022 and 2021.

following table summarizes warrant activity for the years ended June 30, 2021 and 2020:

SCHEDULE OF WARRANT ACTIVITY

Weighted Average

following table summarizes common stock warrant activity for the years ended June 30, 2022 and 2021:

OF WARRANT ACTIVITY

Price Per Share

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Aggregate intrinsic value

* The total warrants of

105,420 above consisted of the following:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

Series B warrants

Series C warrants

Warrants with no class designation

connection with the issuance of shares on April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement

(the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased from the Company, 7,500

units, each consisting of (i) 1.5 shares of the Company’s common stock, or pre-funded warrants upon Investor’s election due

to the 4.99% blocker provision and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”, and collectively

with the Common Stock the “Units”).

In addition to the Units, the Investor was issued 63,750 warrants to purchase one share

of Common Stock (the “Series B Warrants”) and an additional 63,750 warrants to purchase one share of Common Stock, subject

to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants, and the

Series B Warrants, the “Warrants”).

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject to the

limitations and conditions set forth in such First Warrant at an “Exercise Price” of $ 2,250 .

In connection with the issuance

of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300 shares of the Company’s common stock

(the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Second Warrant at an “Exercise Price” of $ 3,330 .

In connection with the issuance of the Note, the Company shall issue a common

stock purchase warrant to Buyer to purchase 225 shares of the Company’s common stock (the “Third Warrant”) as a commitment

fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise Price” of

The First Warrant, Second Warrant, and Third Warrant shall collectively be referred as the “Warrants”.

have an “Exercise Period” of five years from the date of issuance being August 30, 2019 (see Note 6).

September 10, 2019, the Company entered into an agreement with a certain consultant to provide services over a three-month period beginning

September 10, 2019 and ending December 10, 2019 in exchange for 1,000 warrants to purchase the Company’s common stock at $ 2,000

per share with an expiry date of September 10, 2022 .

The Fair Market Value of the warrants was $ 984,810 on the date of grant as calculated

under the Black Scholes Option Pricing model.

The Company recorded $ 984,810 of share-based compensation expenses with respect to the

grant of such warrants during the year ended June 30, 2020.

connection with the issuance of shares on April 3, 2020 as discussed above, the Company closed on a transaction related to a Securities

Purchase Agreement (the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased from

the Company, 7,500 units, each consisting of (i) 1.5 shares of the Company’s common stock, or pre-funded warrants upon Investor’s

election due to the 4.99% blocker provision and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”,

and collectively with the Common Stock the “Units”) .

In addition to the Units, the Investor was issued 63,750 warrants to

purchase one share of Common Stock (the “Series B Warrants”) and an additional 63,750 warrants to purchase one share of Common

Stock, subject to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants,

and the Series B Warrants, the “Warrants”).

to the Beneficial Ownership Limitation, the Company granted 10,445 Prefunded Warrants with exercise price of $ 0.10 (but can be less than

1 unchanged sentence

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series A Warrants to purchase

shares of Common Stock, subject

to adjustment as provided therein.

up to 11,250 shares of Common Stock, subject to adjustment as provided therein.

The Series A Warrants have a cash exercise price of $ 200

per share and are immediately exercisable

and expire in 3

The Series A Warrants contain

a provision for cashless exercise in the event there is no effective registration statement registering the shares underlying the Series

A Warrants calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the

“Cashless Exercise”).Additionally, the Series A Warrants contain a provision for a cashless conversion at the Holder’s

option should the trading price of the Common Stock fall below $200 per share calculated based on the difference between the exercise

price of the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

per share and are immediately exercisable and expire in 3 years.

The Series A Warrants contain a provision for cashless exercise in the

event there is no effective registration statement registering the shares underlying the Series A Warrants calculated based on the difference

between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless Exercise”).Additionally,

the Series A Warrants contain a provision for a cashless conversion at the Holder’s option should the trading price of the Common

Stock fall below $200 per share calculated based on the difference between the exercise price of the Series A Warrant and 70% of the

Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate Cashless Exercise price is $0.001.

above “Shares issued for exercise of warrants” for discussion of deemed dividend related to alternate cashless exercise.

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and Alternate Cashless Exercise.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

See above “Shares issued for exercise of warrants” for discussion of deemed dividend related

to alternate cashless exercise.

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044 from the exercise of 10,445 prefunded warrants

2 unchanged sentences

of common stock from the alternate cashless exercise of 20 Series A and 1 Series C warrants.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,001 from the exercise of 15,625 Series B Warrants

and issued 15,625 shares of common stock.

During the year ended June 30, 2022, the Company issued 56,799,716 shares of common stock from

the alternate cashless exercise of 284 Series A warrants.

9 – COMMITMENTS AND CONTINGENCIES

September 26, 2019, a complaint was filed against the Company with Supreme Court of the State of New York, County of New York, by Foley

Shechter Ablovatskiy LLP (“Foley Shechter”), our former counsel, seeking $ 151,031

in professional fees allegedly

owed, in addition to interest and costs of suit.

Shechter Ablovatskiy LLP (“Foley Shechter”), our former counsel, seeking $ 151,031 in professional fees allegedly owed, in

addition to interest and costs of suit.

The Company filed an answer, together with affirmative defenses and counterclaims.

amounts related to this claim were included in accounts payable and accrued expenses in the accompanying consolidated financial statements

at June 30, 2020.

On March 22, 2021, the Company entered into a settlement agreement with Foley Shechter whereby both parties

agreed to settle all claims for professional fees owed for a total of $ 51,032 .

The Company paid the settlement amount of $ 51,032

on March 22, 2021.

settlement agreement, the Company recorded total accounts payable and accrued expenses $ 142,660 .

Accordingly, the Company recognized gain from settlement of debt of $ 92,556

during the year ended June

Consulting, LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada.

Regal was demanding

approximately $ 400,000 and 60 shares of the Company’s common stock as payment for services that Regal purports to have performed.

Regal additionally claimed that $ 106,500 remained due on a Convertible Note executed by the Company in May of 2017 and asserted that

it was owed in excess of $ 100,000 in penalties in connection with the Company’s refusal to honor certain Conversion Notices.

Company filed an Answer and Counterclaim, denying liability and alleging that Regal procured by fraud the Company’s execution of

various consulting agreements and additionally failed to provide the consulting services contemplated by said agreements.

23, 2020, the parties mediated their dispute and negotiated a settlement agreement.

On March 15, 2021, the Company entered into a Settlement

and Mutual Release Agreement with Regal whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 Convertible

note (see Note 6) for a total of $ 100,000 .

Certain amounts

related to this claim were included in accounts payable and accrued expenses in the accompanying consolidated financial statements at

June 30, 2020.

On March 22, 2021, the Company entered into a settlement agreement with Foley Shechter whereby both parties agreed to

settle all claims for professional fees owed for a total of $ 51,032 .

The Company paid the settlement amount of $ 51,032 on March 22, 2021.

Prior to the settlement agreement, the Company recorded total accounts payable and accrued expenses $ 142,660 .

Accordingly, the Company

recognized gain from settlement of debt of $ 92,556 during the year ended June 30, 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Consulting, LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada on November

Regal was demanding approximately $ 400,000

shares of the Company’s common stock as

payment for services that Regal purports to have performed.

Regal additionally claimed that $ 106,500

remained due on a Convertible Note executed by

the Company in May of 2017 and asserted that it was owed in excess of $ 100,000

in penalties in connection with the Company’s

refusal to honor certain Conversion Notices.

The Company filed an Answer and Counterclaim, denying liability and alleging that Regal

procured by fraud the Company’s execution of various consulting agreements and additionally failed to provide the consulting services

contemplated by said agreements.

On December 23, 2020, the parties mediated their dispute and negotiated a settlement agreement.

15, 2021, the Company entered into a Settlement and Mutual Release Agreement with Regal whereby both parties agreed to settle all claims

and liabilities under the August 10, 2017 Convertible note (see Note 6) for a total of $ 100,000 .

All other terms of the August 10, 2017 Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this convertible note are waived unless the Company fails to authorize the issuance

of the requested shares upon conversion.

The Company has the right to pay off the balance of any remaining amounts dues under this convertible

note in cash at any time 61 days after March 15, 2021.

Both parties agree that all future penalties

under this convertible note are waived unless the Company fails to authorize the issuance of the requested shares upon conversion.

Company has the right to pay off the balance of any remaining amounts dues under this convertible note in cash at any time 61 days after

March 15, 2021.

Prior to the Settlement Agreement, the Company recorded total liabilities $ 56,762

consisting of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company

recognized loss from settlement of debt of $ 43,238 during the year ended June 30, 2021.

consisting of remaining principal amount of $ 8,500 ,

accrued interest of $ 23,262

and accrued expenses of $ 25,000 .

Accordingly, the Company recognized loss from settlement of debt of $ 43,238

during the year ended June 30, 2021.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

3 unchanged sentences

From 2012 through the 2014, the Company did not file this form in a timely manner.

a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000

per year, or $ 30,000

in total, plus accrued interest,

such penalty and interest having been accrued and is included in the accrued expenses and other payable figure in the June

30, 2021 and 2020 consolidated balance sheet.

The Company recorded the penalties for all three years during the year ended June 30,

a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total,

plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure

in the June 30, 2022 and 2021 consolidated balance sheets.

The Company recorded the penalties for all three years during the year ended

June 30, 2018.

The Company is current on all subsequent filings.

The Company’s tax advisor is awaiting a response from the IRS on this matter.

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”)

8 unchanged sentences

May 5, 2016, the Company entered into a new five -year

operating lease agreement with a Horizon Pty Ltd., a related party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his

wife are owners and directors, with monthly rent currently at $ 3,606 AUD

operating lease agreement with North Horizon Pty Ltd., a related party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and

his wife are owners and directors, with monthly rent at $ 3,606 AUD

or $ 2,469 USD

inclusive of GST (See Note 10 – Related Party Transactions).

(depending on exchange rate), inclusive of GST (see Note 10).

initial rental amount was $3,000 AUD and subject to 3% yearly escalation.

adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit

it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct

In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less.

2019, upon adoption of ASC Topic 842, the Company recorded right-of-use assets $ 48,662 and

lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022.

On May 4, 2022, the Company entered

in a three-year lease agreement with North Horizon Pty Ltd.

for a monthly rent of $ 3,000 AUD

or $ 2,176 USD

(depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use assets $ 66,201 and

total lease liabilities of $ 66,201 based

on an incremental borrowing rate of 8 %.

Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 .

The Company is currently obligated to pay $ 3,606

AUD or $ 2,431

USD (depending on exchange rate), inclusive of tax, in rent per month.

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

June 30, 2022

June 30, 2021

accumulated amortization

Right-of-use asset, net

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

lease (24 months)

accumulated amortization

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

of lease liability

term portion of lease liability

June 30, 2022

June 30, 2021

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at June 30, 2022 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2023

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 2.77 years.

Collaboration

17 unchanged sentences

pay royalties of 2 % of net revenues to the University.

10 – RELATED PARTY TRANSACTIONS

As of June 30, 2022, the Company has $0 balance due to the University.

October 1, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with a consultant who will

assist in the development of the Company’s business and financing activities.

The consultant will serve initially as an independent

contractor, and upon certain mutually agreed upon conditions being met, will be appointed Vice Chairman, President and Interim CFO.

term of the Consulting Agreement was for three years commencing on October 1, 2021 and can be terminated by either party upon 30 day

written notice.

The monthly payment per the Consulting Agreement was $ 7,000 .

The Company was to issue shares of common stock equal to

1% of the total issued and outstanding shares at the end of each year of service and to be expensed upon date of grant.

On February 17,

2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to such consultant for services rendered

upon the termination of the Consulting Agreement (see Note 8).

The Company valued the shares at approximately $ 0.02 per share or $ 24,000

being the closing price of the stock on the date of grant to such consultant and recorded stock-based compensation of $ 24,000 during

the year ended June 30, 2022 (see Note 8).

10 – RELATED PARTY TRANSACTIONS AND BALANCES

its inception, the Company has conducted transactions with its directors and entities related to such directors.

3 unchanged sentences

Company, throughout the years.

The total loans balance owed at June 30, 2021 and 2020 is not interest bearing (See Note 5 – Loans

and Notes Payable).

of June 30, 2021 and 2020, the Company owed its former director a total of $ 33,347 and $ 30,639 , respectively, related to expenses paid

on behalf of the Company related to corporate startup costs and intellectual property (See Note 4 – Due to Former Director –

Related Party).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease has a five -year

term and provides for annual rental payments of $ 39,600

AUD or $ 28,325

USD, which includes $ 3,600

AUD or $ 2,575

USD of goods and service tax for

total payments of $ 198,000

AUD or $ 141,629

USD during the term of the lease.

As of June 30, 2021, total rent payable of $ 86,129

AUD ($ 64,597

USD) is included in accrued expenses

in the accompanying consolidated balance sheet.

Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 (See Note 9 – Commitments and Contingencies).

The total loans balance owed at June 30, 2022 and 2021 is not interest bearing (see Note 5).

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

of June 30, 2022 and 2021, the Company owed its former director a total of $ 30,746 and $ 33,347 , respectively, related to expenses paid

on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease had a five -year term and

provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service tax for

total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.

Such lease expired in May 2021 and was renewed for another

one-year term from May 2021 to May 2022 .

On May 4, 2022, the Company entered into a three -year lease agreement with North Horizon

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes (See Note 9).

As of June 30,

2022 and 2021, total rent payable of $ 122,129 AUD ($ 84,452 USD) and $ 86,129 AUD ($ 64,597 USD), respectively, was included in accrued

expenses in the accompanying consolidated balance sheet.

Rent expense under those lease was $ 28,366 and $ 28,112 in fiscal 2022 and 2021, respectively and reflected as occupancy

expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

and Services Agreements with Management

21 unchanged sentences

AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

On August 1, 2022, the Company’s board of directors

approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 276,600 USD) to $ 600,000 AUD ($ 414,900 USD), effective

July 1, 2022.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive part-time employee of the Company since October 2015.

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Nathanielsz’s car allowance.

For the year ended June 30, 2021, a total of $ 46,135 AUD ($ 34,476 USD) in

payments have been made with respect to Mr.

Nathanielsz’s car allowance.

For the year ended June 30, 2022, a total of $ 7,689 AUD ($ 5,577 USD) in payments

have been made with respect to Mr.

Nathanielsz’s car allowance which expired in August 2022.

to the approval of the Company’s board of directors, on May 14, 2019, Mr.

Nathanielsz was granted a $ 460,000

AUD ($ 315,376

USD) bonus for accomplishments

achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended June 30, 2019 with $ 200,000

AUD ($ 137,120

USD) of such bonus payable by the

Corporation to the CEO throughout the Corporation’s 2019 fiscal year as the Corporation’s cash resources allow, with the

remaining $ 260,000

AUD ($ 178,256

USD) of such bonus to be deferred

by the CEO until a future date when the Corporation’s cash resources allow for such payment, as agreed to by the CEO.

AUD ($ 64,377

USD) in payments were made in the

year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000

AUD being equal to 60 %

Nathanielsz base salary

which was accrued as of June 30, 2020.

A total of $ 202,620

AUD ($ 136,606

USD) in payments were made against

the bonuses during the year ended June 30, 2020 which resulted to a remaining balance of $ 407,380

AUD ($ 280,726

USD) bonus payable as of June 30,

On August 12, 2021, the Board approved a bonus of $ 177,840

Nathanielsz was granted a $ 460,000 AUD ($ 315,376 USD)

bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended June 30,

2019 with $ 200,000 AUD ($ 137,120 USD) of such bonus payable by the Corporation to the CEO throughout the Corporation’s 2019 fiscal

year as the Corporation’s cash resources allow, with the remaining $ 260,000 AUD ($ 178,256 USD) of such bonus to be deferred by

the CEO until a future date when the Corporation’s cash resources allow for such payment, as agreed to by the CEO.

A total of $ 90,000

AUD ($ 166,418

USD) in payments were made against

the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610

AUD ($ 316,957

USD) bonus payable as of June 30,

2021 which is included in accrued expenses in the accompanying consolidated balance sheet.

On August 12, 2021, pursuant to the Cancellation

Agreement, Mr.

AUD ($ 64,377 USD) in payments were made in the year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000 AUD

being equal to 60 % of Mr.

Nathanielsz base salary which was accrued as of June 30, 2020.

A total of $ 202,620 AUD ($ 136,606 USD) in payments

were made against the bonuses during the year ended June 30, 2020 which resulted to a remaining balance of $ 407,380 AUD ($ 280,726 USD)

bonus payable as of June 30, 2020.

On August 12, 2021, the Board approved a bonus of $ 177,840 USD.

A total of $ 221,890 AUD ($ 166,418

USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957

USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet.

12, 2021, pursuant to the Cancellation Agreement, Mr.

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000

shares of the common stock of the

Company (see Note 13).

shares of the common stock of the Company (see Note 8).

On August 1, 2022, the Board approved a bonus of $ 140,000 AUD or $ 96,810 USD.

A total of $ 144,166 AUD ($ 99,691 USD) in payments were made against the bonuses during the year ended June 30, 2022 resulting in a remaining

balance of $ 181,324 AUD ($ 125,386 USD) bonus payable as of June 30, 2022 which was included in accrued expenses in the accompanying consolidated

balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

and Restated Employment Agreement - On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated

41 unchanged sentences

vest immediately prior to such event.

The 39 vested restricted stock unit are considered issuable as of June 30, 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

The 39 vested restricted stock unit are considered issuable as of June 30, 2022 and 2021.

and Restated Services Agreement - On May 14, 2019, the Company also entered into an Amended and Restated Services Agreement (the “Services

25 unchanged sentences

Company, (ii) 5 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount of at least $ 4,000,000

in gross proceeds, (iii) 5 of the Additional Kenyon RSUs shall vest upon the shares o f the Company’s Common Stock being listed

in gross proceeds, (iii) 5 of the Additional Kenyon RSUs shall vest upon the shares of the Company’s Common Stock being listed

on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 5 of the Additional Kenyon RSUs shall vest upon the Company

12 unchanged sentences

Agreement), 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event.

30, 2021, total accrued salaries of $ 135,000 AUD ($ 101,250 USD) is included in accrued expenses in the accompanying consolidated balance

The 20 vested restricted stock unit are considered issuable as of June 30, 2021.

On August 12, 2021, pursuant to the Cancellation

Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420,000 shares of the common stock of the Company

(see Note 13).

vested restricted stock unit are considered issuable as of June 30, 2022 and 2021.

On August 12, 2021, p ursuant

to the Cancellation Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420,000 shares of the

common stock of the Company (see Note 8).

As of June 30, 2022 and 2021, total accrued salaries of $ 54,000 AUD ($ 37,341 USD) and $ 135,000

AUD ($ 101,250 USD) was included in accrued expenses in the accompanying consolidated balance sheet, respectively.

Collaboration Agreement

On October 1, 2020, the Company entered into a two-year

collaboration agreement with the University of Jaén to provide certain research services to the Company (see Note 9).

Company’s Scientific Advisory Board is the lead joint researcher of University of Jaén.

Additionally, on July 27, 2022, the

Company entered into a two-year research agreement with the University of Jaén to provide certain research and experiment services

to the Company (see Note 13).

Further, the Company agreed to pay royalties of 1% of net revenues each to two members of the Scientific

Advisory Board.

Intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, which have not been repaid as of June 30, 2022.

fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC

830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component

of other comprehensive income.

Prior to July 1, 2020, the Company recorded the foreign currency transaction gains and losses from measuring

the intercompany balances as a component of other income (expenses) as reflected in the consolidated statements of operations.

Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and

thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation

adjustment on the consolidated balance sheet as accumulated other comprehensive income.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

11 – CONCENTRATIONS AND RISKS

4 unchanged sentences

has not experienced any losses in such accounts through June 30, 2022.

In fiscal year 2020,

Company currently primarily relied on funding from three convertible debt lenders.

Proceeds received

during the year ended June 30, 2020 from each of the three lenders were $ 285,000 ,

and $ 227,000 ,

respectively, which represents approximately 19 % ,

respectively of total proceeds received by the Company during fiscal year 2020.

In fiscal year 2021,

the Company primarily relied on funding from two convertible debt lenders and received net proceeds after

deductions of $ 16,000 for original issue discounts and debt issue costs during the year ended June 30, 2021 from each of the two

lenders of $ 125,000 and

$ 200,000, respectively,

which represents approximately 39 % , and 61 %, respectively

of total proceeds received by the Company during fiscal year 2021.

fiscal year 2021, the Company primarily relied on funding from two convertible debt lenders and received net proceeds after deductions

of $ 16,000 for original issue discounts and debt issue costs during the year ended June 30, 2021 from each of the two lenders of $ 125,000

and $ 200,000 , respectively, which represents approximately 39 %, and 61 %, respectively of total proceeds received by the Company during

fiscal year 2021.

fiscal year 2022, the Company primarily relied on funding from three convertible debt lenders and received net proceeds after deductions

of $ 73,500 for original issue discounts and debt issue costs from the lenders of $ 766,500 (from each of the three lenders of $ 160,000 ,

$ 360,000 and $ 246,500 , respectively) which represents approximately 21 %, 47 % and 32 %, respectively of total proceeds received by the

Company during fiscal year 2022.

Concentration

of June 30, 2022 and 2021, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

and Patent Concentration

4 unchanged sentences

Malaysia, South Africa, Mexico, Republic of Korea, India and Brazil.

In Canada, the patent application remains

under examination.

In Canada, the patent application remains under examination.

2016 and early 2017, we filed other patent applications.

8 unchanged sentences

July 2020, a world first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 31

granted patents and 34 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors,

covering the lead product candidate PRP.

Presently, there are 43 granted, allowed, or accepted patents and 22 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

15 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 80,000 (1 note) and $ 126,500 (3 notes) of convertible debt,

The Company had $ 79,000 (1 note) and $ 80,000 (1 note) of convertible debt,

which is treated as derivative instruments outstanding at June 30, 2022 and 2021 respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

5 unchanged sentences

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations during the year ended June 30, 2021

year ended June 30, 2020

remaining term

1 unchanged sentence

dividend yield

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2021 and 2020

Value Measurements:

4 unchanged sentences

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2022:

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

June 30, 2022

conversion option liabilities

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

June 30, 2021

conversion option liabilities

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

following is a roll forward for the years ended June 30, 2022 and 2021 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

at June 30, 2019

due to conversions

fair value of embedded conversion option derivative liability recorded as debt discount

fair value of embedded conversion option derivative liability recorded as expense

in fair value included in statements of operations

at June 30, 2020

on debt extinguishment

in fair value included in statements of operations

at June 30, 2021

OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2020

Gain on debt extinguishment

Change in fair value included in statements of operations

Balance at June 30, 2021

Gain on debt extinguishment

Change in fair value included in statements of operations

Balance at June 30, 2022

13 – SUBSEQUENT EVENTS

July 9, 2021 through September 7, 2021, the Company received aggregate gross proceeds of $ 275,000

August 2, 2022, the Company received gross proceeds of $ 50,000

from the exercise of 1,250

Series B Warrants and issued

6,875 shares of common stock.

Additionally, the Company issued 2,399,988

shares of common stock from the

alternate cashless exercise of 12 Series A warrants.

July 1, 2021 through September 20, 2021, the Company issued an aggregate of 6,702,152

shares of its common stock

at an average contractual conversion price of $ 0.02 ,

ranging from $ 0.01

as a result of the conversion of principal of $ 146,348 ,

interest of $ 4,887

and conversion fees $ 2,250

underlying certain outstanding

convertible notes converted during such period.

The Company reclassified $ 86,219

in put premiums to additional

paid in capital following conversions between July 2021 and September 2021.

Series B Warrants and issued 1,250 shares of common stock.

Additionally,

the Company issued an aggregate of 158,399,208 shares of common stock from the alternate cashless exercise of 792 Series A warrants.

The Company recognized the value of the effect of a down round feature in such warrants when triggered.

Upon the occurrence of the triggering

event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference

between the fair value of the warrants without the down round feature or before the strike price reduction and the fair value of the

warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the

Company recognized deemed dividend of $ 389,235 and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants

issued for conversion of convertible debt

July 1, 2022 through September 14, 2022, the Company issued an aggregate of 264,492,661 shares of its common stock at an average contractual

conversion price of $ 0.001 as a result of the conversion of principal of $ 327,200 , and accrued interest of $ 22,330 underlying certain

outstanding convertible notes converted during such period.

The Company reclassified $ 133,646 in put premiums to additional paid in capital

following these conversions.

issued under the Equity Line

July 13, 2022, the Company issued 14,336,712 shares of its common stock at an average price per share of approximately $ 0.002 , as a result

of delivering one draw down notice to the Investor (see Note 8).

Consequently, the Company received gross aggregate proceeds of $ 24,711

from such draw down notice.

of convertible notes

Diagonal Lending, LLC Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800

Diagonal”), which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the

“July 11, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of 1800 Diagonal

any time after 180 days of the July 11, 2022 1800 Diagonal Note.

The July 11, 2022 1800 Diagonal Note contains debt issue cost of

The Company intends to use the net proceeds from the July 11, 2022 1800 Diagonal Note for general working capital purposes.

maturity date of the July 11, 2022 1800 Diagonal Note is June

The 1800 Diagonal Note bears

interest at a rate of 8 %

per annum, which interest may be paid by the Company to 1800 Diagonal in shares of the Company’s common stock;

but shall not

be payable until the July 11, 2022 1800 Diagonal Note becomes payable, whether at the maturity date or upon acceleration or by

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under the above note, together with any other amounts that the Company may owe the holder under the terms of the note, at

a premium ranging from 110 % to 129 % as defined in the note agreement.

After this initial 180-day period, the Company does not have a

right to prepay such note.

BIOPHARMA, INC.

2 unchanged sentences

30, 2022 and 2021

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with James Nathanielsz (“Nathanielsz”), Chief Executive

Officer and Director of the Company, whereby Nathanielsz agreed to cancel his cash compensation bonus award for fiscal year 2021, ended

June 30, 2021, in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment

Agreement dated May 14, 2019 (the “Agreement”).

Pursuant to the terms of the Agreement, Nathanielsz was eligible to earn

an annual fiscal year cash performance bonus for each fiscal year of his employment period with the Company with a target performance

bonus of 200 % of his average annualized base salary during the fiscal year for which the performance bonus is earned.

On July 20, 2021,

Nathanielsz was awarded a “target” bonus of 78 % , or $ 177,840 USD (the “Debt”) for the fiscal year ended June

30, 2021, by the Company’s Board of Directors (the “Board”).

Pursuant to the Cancellation Agreement, Nathanielsz agreed

to cancel this Debt in exchange for 5,928,000 shares of the common stock of the Company (the “Shares”), valued at approximately

$ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with Dr.

Julian Kenyon (“Kenyon”), Chief Scientific Officer

and Director of the Company, whereby Kenyon agreed to cancel of $ 102,600 USD of accrued salary due him as of June 30, 2021, pursuant

to that certain Amended and Restated Services Agreement by and between Kenyon and the Company, dated May 14, 2019, in exchange for 3,420,000

shares of common stock of the Company (the “Shares”), valued at approximately $ 0.03 per share, being the closing price of

the stock on the date of grant.

The shares were issued on August 17, 2021.

Amended and Restated Director Agreement

August 12, 2021, the Company entered into an Amended and Restated Director Agreement (the “Director Agreement”) with Josef

Zelinger (“Zelinger”).

Pursuant to the terms of the Director Agreement, the Company shall pay Zelinger a base salary of $250.00

AUD per month, payable on the first day of each month.

In addition, the Company may compensate Zelinger additional consideration for

advisory services performed by the Director, either in the form of cash or common stock, at the discretion of the Board.

issued 2,800,000 shares of common stock of the Company for accrued director services of $ 84,000 as of June 30, 2021.

The 2,800,000 shares

of common stock was valued at approximately $ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were

issued on August 17, 2021.

Stock Issued for Services

August 12, 2021, the Board approved the issuance of 2,800,000 shares of the Company’s common stock for bonus payable of $ 84,000

as of June 30, 2021 to an employee who is the wife of the CEO of the Company.

The 2,800,000 shares of common stock was valued at approximately

$ 0.03 per share, being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

August 12, 2021, the Board approved the issuance of 166,667 shares of the Company’s common stock for legal services rendered in

August 2021 worth $ 5,000 .

The 5,000 shares of common stock was valued at approximately $ 0.03 per share, being the closing price of the

stock on the date of grant.

The shares were issued on September 3, 2021.

September 2021, the Company issued 2,819,712 shares of the Company’s common stock to a consultant for services rendered from July

2021 to September 2021.

The Company issued 2,819,712 shares of the Company’s common stock valued at approximately $ 0.04 per share,

being the closing price of the stock on the date of grant to such consultant, or approximately $ 113,000 .

19, 2021 and September 22, 2021 Securities Purchase Agreement

August 19, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which

Geneva Roth purchased a convertible promissory note (the “August 19, 2021 Geneva Roth”) from the Company in the

aggregate principal amount of $ 103,750 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Geneva Roth any

time after the six-month anniversary of the August 19, 2021 Geneva Roth.

The August 19, 2021 Geneva Roth contains an original

discount of $ 3,750 .

The Company intends to use the net proceeds from the August 19, 2021 Geneva Roth for general working capital purposes.

maturity date of the August 19, 2021 Geneva Roth Note is August

The August 19, 2021 Geneva Roth Note bears interest at a rate of 8 % per

annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

but shall not be

payable until the August 19, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by

Additionally, effective September 22, 2021, the

Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased

a convertible promissory note (the “September 22, 2021 Geneva Roth”) from the Company in the aggregate principal amount of

$ 63,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Geneva

Roth any time after the six-month anniversary of the September 22, 2021 Geneva Roth.

The September 22, 2021 Geneva Roth contains an original

discount of $ 3,750 .

The Company intends to use the net proceeds from the September 22, 2021 Geneva Roth for general working capital purposes.

The maturity date of the September 22, 2021 Geneva Roth Note is September 22, 2022.

The September 22, 2021 Geneva Roth Note bears interest

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

shall not be payable until the September 22, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to Geneva Roth, together with any other amounts that the Company may owe the holder under the

terms of the note, at a premium ranging from 110% to 129% as defined in the note agreement.

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above Geneva Roth notes shall be equal to a 35 %

discount of the market price which

means the average of the lowest three trading prices of the Common Stock for the ten trading days immediately prior to the delivery of

a Notice of Conversion.

Notwithstanding the foregoing, Geneva Roth shall be restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by Geneva Roth and its affiliates, exceeds 9.99 %

of the outstanding shares of the

Company’s common stock.

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total

above Geneva Roth notes contain certain events of default, upon which principal and accrued interest will become immediately due and

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22%

conversion price for the above note shall be equal to a 35 % discount of the market price which means the average of the lowest three

trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding

the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

The Company treats this convertible note as stock settled debt under ASC 480.

above note contains certain events of default, upon which principal and accrued interest will become immediately due and payable.

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

if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

Further, certain events

of default may trigger penalty and liquidated damage provisions.

Capital Partners, LLC Securities Purchase Agreement dated August 12, 2022

August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS Capital

Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a convertible redeemable note (the “GS Capital

Note”) from the Company in the aggregate principal amount of $ 93,000 , such principal and the interest thereon convertible into

shares of the Company’s common stock at the option of GS Capital.

The transaction contemplated by the GS Capital Purchase Agreement

closed on August 16, 2022.

The GS Capital Note contains a $ 5,000 original issue discount.

Pursuant to the terms of the GS Purchase Agreement,

the Company paid GS Capital’s legal fees of $ 3,000 .

The Company intends to use the net proceeds from the GS Capital Note for general

working capital purposes.

maturity date of the GS Capital Note is April 12, 2023 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

GS Capital is entitled, at its

option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding

into shares of the Company’s common stock at a price for each share of Common Stock (“Conversion Price”) of $0.0028

per share (the “Fixed Price”).

However, in the event the Company’s common stock trades below $0.002 per share

for more than five (5) consecutive trading days, then the Fixed Price shall be equal to $0.0013 per share.

In the event of default, the

Conversion Price shall be equal to 65 % of the lowest trading price of the common stock as reported on the OTC Markets on which the Company’s

shares are then traded or any exchange upon which the common stock may be traded in the future, for the ten prior trading days including

the day upon which a Notice of Conversion is received by the Company.

GS Capital is restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by GS Capital, exceeds 4.99 % of the outstanding shares

of the Company’s common stock.

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to GS Capital, together with any other amounts that the Company may owe the holder under the terms of

the note, at a premium ranging from 110 % to 130 % as defined in the note agreement.

After this initial 180-day period, the Company does

not have a right to prepay such note.

the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate of 24 %

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

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

Changes In and Disagreements with Accountants

on Accounting and Financial Disclosure.

event that the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under

the GS Capital Note, the penalty shall be $ 250

per day the shares are not issued beginning on

the 4 th day after the conversion notice was delivered to the Company.

This penalty shall increase to $ 500

per day beginning on the 10 th day.

In an event of breach of section 8m as defined in the GS Capital note agreement, such GS Capital note shall

incur penalty and will increase the outstanding principal amounts by 20 %.

Capital Partners, LLC Securities Purchase Agreement dated September 21, 2022

September 21, 2022, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GS Capital.

transaction contemplated by the GS Capital Purchase Agreement closed on September 26, 2022.

The GS Capital Note contains a $ 4,000

original issue discount.

to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 .

The Company intends to use the net proceeds ($67,500) from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is March 21, 2023 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock, but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

GS Capital is entitled, at its

option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding

into shares of the Company’s common stock (the “Common Stock”) at a price for each share of Common Stock (“Conversion

Price”) of $0.002 per share (the “Fixed Price”).

However, in the event the Company’s Common Stock trades

below $0.0014 per share for more than five (5) consecutive trading days, then the Fixed Price shall be equal to $0.0009 per share.

the event of default, the Conversion Price shall be equal to 65 % of the lowest trading price of the Common Stock as reported on the OTC

Markets on which the Company’s shares are then traded or any exchange upon which the Common Stock may be traded in the future,

for the ten prior trading days including the day upon which a Notice of Conversion is received by the Company.

GS Capital is restricted

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

Capital, exceeds 4.99 % of the outstanding shares of the Company’s Common Stock.

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to GS Capital, together with any other amounts that the Company may owe the holder under the terms of

the note, at a premium ranging from 110 % to 125 % as defined in the note agreement.

After this initial 180-day period, the Company does

not have a right to prepay such note.

the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate of 24 % per

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

that the Company fails to deliver to GS Capital shares of Common Stock issuable upon conversion of principal or interest under the GS

Capital Note, the penalty shall be $ 250 per day the shares are not issued beginning on the 4 th day after the conversion notice

was delivered to the Company.

This penalty shall increase to $ 500 per day beginning on the 10 th day.

In an event of breach

of section 8m as defined in the GS Capital note agreement, such GS Capital note shall incur penalty and will increase the outstanding

principal amounts by 20 %.

Capital LLC Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement (the “ONE44 Purchase Agreement”) with ONE44 Capital

LLC, (“ONE44 Capital”), pursuant to which ONE44 Capital purchased a convertible redeemable note (the “ONE44 Note”)

from the Company in the aggregate principal amount of $ 110,000 , such principal and the interest thereon convertible into shares of the

Company’s common stock at the option of ONE44 Capital.

The transaction contemplated by the ONE44 Purchase Agreement closed on August

The One44 Note contains an original issue discount amount of $ 10,000 .

Pursuant to the terms of the ONE44 Purchase Agreement,

the Company will pay ONE44 Capital’s legal fees of $ 5,500 .

The Company intends to use the net proceeds from the ONE44 Note for

general working capital purposes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

maturity date of the One44 Note is August

The ONE44 Note shall bear interest

at a rate of 10% per annum, which interest may be paid by the Company to ONE44 Capital in shares of common stock, but shall not be payable

until the ONE44 Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described below.

Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by ONE44 surrendering

ONE44 Capital has the option to convert all or any amount of the principal face amount of the ONE44 Note at any time after

the 6 th monthly anniversary of the ONE44 Note.

The “Conversion Price” shall mean 65 %

multiplied by the lowest closing bid price of the Company’s common stock as reported on the OTC Markets on which the Company’s

shares are then traded or any exchange upon which the Common Stock may be traded in the future, for the ten prior trading days including

the day upon which a Notice of Conversion is received by the Company.

Notwithstanding the foregoing, ONE44 shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by ONE44 and its affiliates,

exceeds 4.99 %

of the outstanding shares of the Company’s common stock.

The Company treats this convertible note as stock settled debt under ASC

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to GS Capital, together with any other amounts that the Company may owe the holder under the terms of

the note, at a premium ranging from 120 % to 135 % as defined in the note agreement.

After this initial 180-day period, the Company does

not have a right to prepay such note.

the occurrence and during the continuation of certain events of default, the ONE44 Note will accrue an interest rate of 24 %.

In the event that the Company fails to deliver to ONE44 Capital shares of common stock issuable upon conversion of principal or interest

under the ONE44 Capital Note, the penalty shall be $ 250

per day the shares are not issued beginning on

the 4 th day after the conversion notice was delivered to the Company.

This penalty shall increase to $ 500

per day beginning on the 10 th da y.

In an event of breach of section 8m as defined in the ONE44 note agreement, such ONE44 note shall incur penalty and will increase the

outstanding principal amounts by 20 %.

July 27, 2022, the Company entered into a two-year research agreement with the University of Jaén (the “University”)

to provide certain research and experiment services to the Company.

In exchange for full ownership of the intellectual property the Company

agreed to pay royalties of 2 % of net revenues.

In consideration of such services, the Company agreed to pay the University

approximately 53,200

Euros ($ 53,806

USD) payable as follows:

18,200 Euros ($ 18,407 USD) upon execution,

8,000 Euros ($ 8,091 USD) in September 2022,

7,000 Euros ($ 7,080 USD) in December 2022,

10,000 Euros ($ 10,114 USD) in March 2023, and

10,000 Euros ($ 10,114 USD) in July 2023.

commencement date for the experiments is on September 1, 2022, and the estimated length of time for completion is 24 months.

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

provide media related services for a monthly fee of $ 50,000 .

In addition, the Company shall pay a stock fee equal to 9.9 % of the outstanding

common stock of the Company during the term of the agreement.

The Company shall bring up

the consultant’s diluted holdings back up to 9.9 % and accrue the value of the common stock at each reporting period until June 30,

All service fees are non-refundable.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data