What changed in this filing

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Item 9A. Controls and Procedures

2022-09-28 compared with 2021-09-28 · 640 added, 733 removed, 152 unchanged (90% of the section changed)

Controls and Procedures.

Definition and Limitations of Disclosure Controls

and Procedures

Our disclosure controls and procedures (as such term

is defined in Rule 13a-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified

in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and

principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

A control system, no matter how

well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within the Company to disclose

material information otherwise required to be set forth in our periodic reports.

Inherent limitations to any system of disclosure controls

and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by

one or more persons.

In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable,

about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible

future events.

As of the end of the period covered by this Annual

Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive

Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the

Exchange Act.

Based upon that evaluation, as discussed below, our Chief Executive Officer and Chief Financial Officer have concluded that,

as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective because of the material

weaknesses in internal control over financial reporting described below.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and

maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC,

and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure

controls and procedures” in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating the disclosure controls and procedures,

management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance

of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit

relationship of possible controls and procedures.

At the end of the period covered by this Annual Report,

we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer

of the effectiveness of the design and operation of our disclosure controls and procedures.

Based upon the foregoing, our Chief Executive

Officer and Chief Financial Officer concluded that, as of June 30, 2021, the disclosure controls and procedures of our Company

were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized

and reported on a timely basis.

Management’s Report on Internal Control

over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange

The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can

be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

and Limitations of Disclosure Controls and Procedures

disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) are designed to reasonably ensure

that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized,

and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management,

including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required

A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or

uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports.

limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the

circumvention or overriding of such controls by one or more persons.

In addition, we have designed our system of controls based on certain

assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve

its desired objectives under all possible future events.

of Disclosure Controls and Procedures

management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information

required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our

Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely

on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act.

In designing and evaluating

the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its

judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of

our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, the

disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange

Act reports was recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting as discussed below.

Report on Internal Control over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined

in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

The design of any system of controls is based in part upon certain assumptions about

the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential

future conditions, regardless of how remote.

All internal control systems, no matter how well designed, have inherent limitations.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are

subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies

or procedures may deteriorate.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect

to financial statement preparation and presentation.

We carried out an evaluation, under the supervision

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

over financial reporting as of June 30, 2021.

Based on this assessment, management believes that, as of June 30, 2021, we did not maintain

effective internal control over financial reporting based on the criteria established in the “Internal Integrated Framework”

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

Specifically, the Board does not currently have a

director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Further, because of the lack of administrative support

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

segregation of duties for purposes of financial reporting.

Management has undertaken efforts to mitigate this by intending to hire a new

employee on at least a part-time basis to undertake general accounting functions, subject to receiving sufficient financing.

no guarantee, however, that we will be able to implement this new hire during the course of the current fiscal year or that this by itself

will markedly improve our internal control over financial reporting.

Material Weaknesses and Corrective Actions

In connection with the audits of our financial statements

for the fiscal years ended June 30, 2021 and 2020, we identified certain deficiencies relating to our internal control over financial

reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”).

The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting

such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements

will not be prevented or detected on a timely basis.

A deficiency in internal control exists when the design or operation of a control

does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements

on a timely basis.

The following material weaknesses in our internal

control over financial reporting continued to exist at June 30, 2021:

we do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

we do not have sufficient

segregation of duties within accounting functions, which is a basic internal control.

Due to our limited size and early-stage

nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible;

however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be

performed by separate individuals;

lack of audit committee of our board of directors;

insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S.

We outsource certain of the functions that would normally

be performed by a principal financial officer to assist us in implementing the necessary financial controls over the financial reporting

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

We believe that these material weaknesses primarily

relate, in part, to our lack of sufficient staff with appropriate training in U.S.

GAAP and SEC rules and regulations with respect to

financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff

and implement these accounting systems.

We plan to take a number of actions in the future

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

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

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

If we receive sufficient

capital, we hope to increase the chief financial officer’s role from part-time to full-time as the next step in building out our

accounting department.

We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect

to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls

are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement

of our annual or interim financial statements.

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

If we are unable

to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information

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

This failure could negatively

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

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

Attestation Report of the Independent Registered

Public Accounting Firm

This Annual Report does not include an attestation

report of our independent registered public accounting firm regarding internal control over financial reporting.

Our management’s

report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently

exempted smaller reporting companies from the auditor attestation requirement.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over

financial reporting that occurred during the fourth quarter of the year ended June 30, 2021, that have materially affected, or are reasonably

likely to materially affect, our internal controls over financial reporting.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation

of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Therefore, even those systems determined to be effective can

provide only reasonable assurance with respect to financial statement preparation and presentation.

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

of the effectiveness of our internal controls over financial reporting as of June 30, 2022.

Based on this assessment, management believes

that, as of June 30, 2022, we did not maintain effective internal control over financial reporting based on the criteria established

in the “Internal Integrated Framework” issued by COSO in 2013 due to certain material weaknesses in its internal controls.

Weaknesses and Corrective Actions

connection with the audits of our financial statements for the fiscal years ended June 30, 2022 and 2021, we identified certain deficiencies

relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public

Company Accounting Oversight Board (the “PCAOB”).

The PCAOB defines a material weakness as a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A deficiency in internal

control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their

assigned functions, to prevent or detect misstatements on a timely basis.

following material weaknesses in our internal control over financial reporting continued to exist at June 30, 2022:

do not have written documentation of our internal control policies and procedures.

Written documentation of key internal controls

over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

do not have sufficient segregation of duties within accounting functions, which is a basic internal control.

Due to our limited size

and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically

however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions

should be performed by separate individuals;

of audit committee of our board of directors;

monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge

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

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

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

and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the

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

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

committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel

and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional

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

the next step in building out our accounting department.

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

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

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

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

In addition, other material weaknesses may

be identified in the future.

If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record,

process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC

will be adversely affected.

This failure could negatively affect the market price and trading liquidity of our common stock, cause investors

to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally

materially and adversely impact our business and financial condition.

Report of the Independent Registered Public Accounting Firm

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Our management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

in Internal Controls over Financial Reporting

were no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended June 30,

2022, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Other Information.

Directors, Executive Officers and

Corporate Governance

The following table sets forth certain information

regarding our current executive officers and directors as of September 28, 2021:

James Nathanielsz

Chief Executive Officer, Chief Financial Officer, and Director

Directors, Executive Officers and Corporate Governance

following table sets forth certain information regarding our current executive officers and directors as of September 26,

Executive Officer, Chief Financial Officer, and Director

Julian Kenyon

Josef Zelinger

Independent Director

James Nathanielsz has served as Chief Executive

Officer and director of our Company since inception, and has served as our Chief Financial Officer since December, 2020.

He also has served

as a director and Chief Executive Officer of our Australian subsidiary since October 2007.

Nathanielsz has served as Chief Executive Officer and director of our Company since inception, and has served as our Chief Financial

Officer since December, 2020.

He also has served as a director and Chief Executive Officer of our Australian subsidiary since October

From July 2006 until October 2007, Mr.

served as the New Products Manager of Biota Holdings Limited, an anti- infective drug development company in Australia.

Nathanielsz graduated with a Bachelor of Applied

Science, majoring in Biochemistry/Applied Chemistry and with a Master of Entrepreneurship & Innovation from Swinburne University of

Technology in Melbourne, Australia.

Our board of directors has concluded that Mr.

is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other

factors, him being a Co-Founder of our Australian company and for his experience in research and development and manufacturing and distribution,

as well as him being our controlling stockholder, and his significant business, investment, finance and public company experience, particularly

with biotech companies.

Julian Kenyon has served as a director

of our Company since inception.

Kenyon co-founded our Australian subsidiary and was appointed as a director of our Australian subsidiary

on February 12, 2008.

Nathanielsz served as the New Products Manager of Biota Holdings Limited, an anti- infective

drug development company in Australia.

Nathanielsz graduated with a Bachelor of Applied Science, majoring in Biochemistry/Applied Chemistry and with a Master of Entrepreneurship

& Innovation from Swinburne University of Technology in Melbourne, Australia.

board of directors has concluded that Mr.

Nathanielsz is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based on, among other factors, him being a Co-Founder of our Australian company and for his experience in research

and development and manufacturing and distribution, as well as him being our controlling stockholder, and his significant business, investment,

finance and public company experience, particularly with biotech companies.

Julian Kenyon has served as a director of our Company since inception.

Kenyon co-founded our Australian subsidiary and was appointed

as a director of our Australian subsidiary on February 12, 2008.

Since 2000, Dr.

Kenyon has served as an integrated medical physician and Medical Director of the Dove Clinic for

Integrated Medicine in Winchester and London.

Kenyon graduated from the University of Liverpool

with a Bachelor of Medicine and Surgery and with a research degree, Doctor of Medicine.

Since 1972, he was appointed a Primary Fellow

of the Royal College of Surgeons, Edinburgh.

Our board of directors has concluded that Dr.

is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other

factors, him being a Co-Founder of our Australian subsidiary and because our business is based on his initial work at the Dove Clinic.

Josef Zelinger has served as a director of

the Company since December, 2020.

He is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment

and management consulting.

Zelinger also has significant expertise in property management and import/export businesses.

commenced his career as an accountant at L.M.

Stanton & Partners - Chartered Accountants, subsequently joining Caston Pty Ltd in 1980,

a steel manufacturer as Chief Financial Officer, and company director, until 1983.

Since the mid-1980’s until current date, Mr.

Zelinger serves as director in several private investment companies in a range of businesses including property portfolio manager of commercial

real estate, import/export businesses and a range of commercial and financial investment companies.

Kenyon has served as an integrated medical physician

and Medical Director of the Dove Clinic for Integrated Medicine in Winchester and London.

Kenyon graduated from the University of Liverpool with a Bachelor of Medicine and Surgery and with a research degree, Doctor of Medicine.

Since 1972, he was appointed a Primary Fellow of the Royal College of Surgeons, Edinburgh.

board of directors has concluded that Dr.

Kenyon is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based on, among other factors, him being a Co-Founder of our Australian subsidiary and because our business is

based on his initial work at the Dove Clinic.

Zelinger has served as a director of the Company since December, 2020.

He is a Certified Practicing Accountant with 45 years of experience

in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and

import/export businesses.

Zelinger commenced his career as an accountant at L.M.

Stanton & Partners - Chartered Accountants,

subsequently joining Caston Pty Ltd in 1980, a steel manufacturer as Chief Financial Officer, and company director, until 1983.

the mid-1980’s until current date, Mr.

Zelinger serves as director in several private investment companies in a range of businesses

including property portfolio manager of commercial real estate, import/export businesses and a range of commercial and financial investment

Since 1980, Mr.

Zelinger also operates

as a sole practitioner in accountancy and tax consulting.

Zelinger graduated in Accounting and

was admitted as a Fellow of RMIT University in Business.

Our board of directors has concluded that Mr.

is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based upon his professional

Term of Office

Our directors are appointed for a one-year term to

hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our Bylaws and the

provisions of the Delaware General Corporation Law.

Our directors hold office after the expiration of his or her term until his or her

successor is elected and qualified, or until his or her resignation, death or removal in accordance with our Bylaws or the Delaware General

Corporation Law.

Our officers are appointed by our board of directors

and hold office until removed by our board of directors at any time for any reason.

Family Relationships

There are no family relationships between or among

any of our directors or executive officers or persons nominated or chosen by us to become directors or executive officers.

Director Independence

Our board of directors has reviewed the independence

of our directors and has determined that Josef Zelinger qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq

and applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships that each

of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

Board Committees

Our board of directors has no separately designated

committees and our board members carry out the functions of both an audit committee and a compensation committee.

We do not have an audit

committee financial expert serving on our board of directors.

Due to our limited financial resources, we are not in a position to retain

an independent director with the qualifications to serve as an audit committee financial expert at this time.

Scientific Advisory Board

We have a Scientific Advisory Board that provides

advice to our management relating to the following:

The identification, assessment, evaluation, selection, conduct and management of research projects, both those which are under review and are in progress;

Intellectual property;

Zelinger also operates as a sole practitioner in accountancy and tax consulting.

Zelinger graduated in Accounting and was admitted as a Fellow of RMIT University in Business.

board of directors has concluded that Mr.

Zelinger is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based upon his professional experience.

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

from office in accordance with our Bylaws and the provisions of the Delaware General Corporation Law.

Our directors hold office after

the expiration of his or her term until his or her successor is elected and qualified, or until his or her resignation, death or removal

in accordance with our Bylaws or the Delaware General Corporation Law.

officers are appointed by our board of directors and hold office until removed by our board of directors at any time for any reason.

Relationships

are no family relationships between or among any of our directors or executive officers or persons nominated or chosen by us to become

directors or executive officers.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations.

In making this determination, our board of directors

considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed

relevant in determining their independence.

board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and

a compensation committee.

We do not have an audit committee financial expert serving on our board of directors.

Due to our limited financial

resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial

expert at this time.

Advisory Board

have a Scientific Advisory Board that provides advice to our management relating to the following:

identification, assessment, evaluation, selection, conduct and management of research projects, both those which are under review

and are in progress;

Commercialization.

The Scientific Advisory Board may also address issues

related to improving project selection, formal review processes and management procedures within our Company.

The Scientific Advisory

Board will generally be composed of an advisory panel of clinicians with expertise in translational research.

As of September 28, 2021, the members of

our Scientific Advisory Board were:

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

Scientific Advisory Board may also address issues related to improving project selection, formal review processes and management procedures

within our Company.

The Scientific Advisory Board will generally be composed of an advisory panel of clinicians with expertise in translational

of September 26, 2022, the members of our Scientific Advisory Board were:

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

Macarena Perán;

1 unchanged sentence

Maria Garcia;

Each of the members of our Scientific Advisory Board

acts as an independent consultant and is compensated on an hourly basis for his or her services.

There is presently no stock based compensation

for their services.

In addition, we may have relationships with entities with which the members may be associated.

Professor Kutz is also acting as Chief Medical Officer

for Propanc in a non-executive capacity.

His compensation continues to be based on an hourly rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a full-time executive officer capacity at a time that

is mutually agreed upon between both parties.

Professor Klaus Kutz has over 20 years of experience

as an independent consultant in Clinical Pharmacology and Safety for pharmaceutical companies and clinical research organizations.

specialty over the last six years is Oncology, including preparation of multiple NDAs and INDs for small and medium sized pharmaceutical

He has prepared, organized and reported clinical Phase I studies in oncology and Phase II studies in different cancer indications

(prostate, gastric, ovarian, small cell lung cancer) and Non-Hodgkin Lymphomas.

Professor Kutz has more than 13 years of experience as

Head of Clinical Pharmacology with world-wide responsibilities for Phase I and Clinical Pharmacokinetics in two internationally operating

pharmaceutical companies, setting up and restructuring international Clinical Pharmacology departments.

His achievements include the successful

world-wide registration of multiple important Sandoz’ compounds by preparation of multiple NDAs (New Drug Applications) and Expert

reports (including Written Summary), as well as the preparation of multiple INDs (Investigational New Drug Applications) for Sandoz Pharma

Ltd and Sanofi Research.

He is a specialist for Internal Medicine, Gastroenterology, and Clinical Pharmacology and he is also Professor

of Medicine at the University of Bonn, Germany.

Professor Macarena Perán

of the members of our Scientific Advisory Board acts as an independent consultant and is compensated on an hourly basis for his or her

There is presently no stock based compensation for their services.

In addition, we may have relationships with entities with

which the members may be associated.

Kutz is also acting as Chief Medical Officer for Propanc in a non-executive capacity.

His compensation continues to be based on an hourly

rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a full-time

executive officer capacity at a time that is mutually agreed upon between both parties.

Klaus Kutz has over 20 years of experience as an independent consultant in Clinical Pharmacology and Safety for pharmaceutical companies

and clinical research organizations.

His specialty over the last six years is Oncology, including preparation of multiple NDAs and INDs

for small and medium sized pharmaceutical companies.

He has prepared, organized and reported clinical Phase I studies in oncology and

Phase II studies in different cancer indications (prostate, gastric, ovarian, small cell lung cancer) and Non-Hodgkin Lymphomas.

Kutz has more than 13 years of experience as Head of Clinical Pharmacology with world-wide responsibilities for Phase I and Clinical

Pharmacokinetics in two internationally operating pharmaceutical companies, setting up and restructuring international Clinical Pharmacology

His achievements include the successful world-wide registration of multiple important Sandoz’ compounds by preparation

of multiple NDAs (New Drug Applications) and Expert reports (including Written Summary), as well as the preparation of multiple INDs

(Investigational New Drug Applications) for Sandoz Pharma Ltd and Sanofi Research.

He is a specialist for Internal Medicine, Gastroenterology,

and Clinical Pharmacology and he is also Professor of Medicine at the University of Bonn, Germany.

Macarena Perán holds a B.S.

in Biology and an M.S.

in Biochemistry and Molecular Biology from the University of Málaga, Spain.

moved to the Neuroscience Department at Durham University, UK, where she studied the Cellular Distribution and Immobilization

of GABAA Receptors on the cell membrane and graduated in 2000 with a Ph.D.

She moved back to Spain and completed another Ph.D.

in the Faculty of Medicine focused on Changes in the Behavior of Central Nervous Proteins;

in Biochemistry and Molecular Biology from the University of Málaga,

Perán moved to the Neuroscience Department at Durham University, UK, where she studied the Cellular Distribution and

Immobilization of GABAA Receptors on the cell membrane and graduated in 2000 with a Ph.D.

She moved back to Spain and completed another

program in the Faculty of Medicine focused on Changes in the Behavior of Central Nervous Proteins;

she completed a second Ph.D.

from Granada University.

In 2005/2006, she attended Bath University, UK, Prof.

David Tosh lab, and changed her research interest to the development

of new anti-cancer drugs and cell therapy for regenerative medicine.

In 2011, she spent a year as a visiting scientist in the Salk Institute

for Biological Studies, California, Prof.

David Tosh lab, and changed her research interest to the

development of new anti-cancer drugs and cell therapy for regenerative medicine.

In 2011, she spent a year as a visiting scientist in

the Salk Institute for Biological Studies, California, Prof.

Juan Carlos Izpisua-Belmonte lab.

Currently, Dr.

Perán is Reader in Anatomy at University

of Jaén in Spain and is working with the Institute for Regenerative Medicine and Pathobiology (IBIMER).

Professor Juan Antonio Marchal Corrales

is Professor of Anatomy and Embryology at the Faculty of Medicine of University of Granada.

He graduated in Medicine and Surgery

in 1992, obtaining the degree “summa cum laude”.

Perán is Reader

in Anatomy at University of Jaén in Spain and is working with the Institute for Regenerative Medicine and Pathobiology (IBIMER).

Juan Antonio Marchal Corrales is Professor of Anatomy and Embryology at the Faculty of Medicine of University of Granada.

in Medicine and Surgery in 1992, obtaining the degree “summa cum laude”.

He defended his doctoral thesis in 1996.

Marchal has worked at three

universities in different educational categories and is responsible for the research group “Differentiation, Regeneration and Cancer”.

He has participated in 39 research projects of national and international character, being principal investigator in 13 of them.

a total of 145 publications in journals, of which 125 are listed in the Journal Citation Reports.

He has spent time at the University

of Sassari (Italy) and as visiting professor.

has worked at three universities in different educational categories and is responsible for the research group “Differentiation,

Regeneration and Cancer”.

He has participated in 39 research projects of national and international character, being principal

investigator in 13 of them.

He has a total of 145 publications in journals, of which 125 are listed in the Journal Citation Reports.

He has spent time at the University of Sassari (Italy) and as visiting professor.

He is inventor of 14 patents, 4 of them licensed.

He is a member of the Advisory Board

of the International Graduate School of the University of Granada, member of the standing committee of the Scientific Council and coordinator

of Area Research in the Biosanitary Institute of Granada (ibs.GRANADA) and member of the Governing Board at the Institute of Pathobiology

and Regenerative Medicine (IBIMER).

is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee

of the Scientific Council and coordinator of Area Research in the Biosanitary Institute of Granada (ibs.GRANADA) and member of the Governing

Board at the Institute of Pathobiology and Regenerative Medicine (IBIMER).

He has recently been named director of the Chair Drs.

Galera and Requena of Cancer Stem Cell Research

at the University of Granada.

Maria Garcia graduated in Biology from

University of Granada (Spain) in 1997, became a Molecular Biologist working in the National Centre of Biotechnology characterizing the

mechanism of action of “Protein kinase induced by interferon:

These studies gave rise to a PhD title awarded with an

Extraordinary Thesis Award by the Autonomous University of Madrid in 2004.

García completed a 3-months stay at the

University of Wyoming with Dr.

During the postdoctoral period, she got major public and private funding to characterize new activity

of the main tumor suppressor genes that are mutated in more than 50% of human cancers such as p53, ARF and Rb.

García currently

has a competitive research contract from the National Health System to lead translational cancer research, aiming at the integration of

basic, clinical and epidemiological cancer research in the University Hospital Complex of Granada.

She leads a line of research involving

new antitumor drugs, biological therapies, biomarkers and cancer stem cell studies.

García has more than 30 peer-reviewed

publications in international journals with an average impact factor of 5 and a H-Index of 14.

Ralf Brandt is the co-founder of

vivoPharm, a global oncology and immuno-oncology discovery services company providing a range of preclinical services, which merged

and became a part of Cancer Genetics, Inc., a Nasdaq listed company enabling precision medicine in oncology from bench to bedside.

and Requena of Cancer Stem Cell Research at the University of Granada.

Maria Garcia graduated in Biology from University of Granada (Spain) in 1997, became a Molecular Biologist working in the National

Centre of Biotechnology characterizing the mechanism of action of “Protein kinase induced by interferon:

These studies

gave rise to a PhD title awarded with an Extraordinary Thesis Award by the Autonomous University of Madrid in 2004.

completed a 3-months stay at the University of Wyoming with Dr.

During the postdoctoral period, she got major public and private

funding to characterize new activity of the main tumor suppressor genes that are mutated in more than 50% of human cancers such as p53,

García currently has a competitive research contract from the National Health System to lead translational cancer

research, aiming at the integration of basic, clinical and epidemiological cancer research in the University Hospital Complex of Granada.

She leads a line of research involving new antitumor drugs, biological therapies, biomarkers and cancer stem cell studies.

García has more than 30 peer-reviewed publications in international journals with an average impact factor of 5 and a H-Index

Ralf Brandt is the co-founder of vivoPharm, a global oncology and immuno-oncology discovery services company providing a range of

preclinical services, which merged and became a part of Cancer Genetics, Inc., a Nasdaq listed company enabling precision medicine in

oncology from bench to bedside.

Brandt currently serves as President of Discovery and Early Development of Cancer Genetics.

Brandt is a biochemist and cell

biologist with over 15 years of experience in research programs of experimental oncology.

He has immense experience in in vivo

pharmacology and anti-cancer drug profiling.

is a biochemist and cell biologist with over 15 years of experience in research programs of experimental oncology.

He has immense experience

in in vivo pharmacology and anti-cancer drug profiling.

Brandt received his Licence (BSc in Biochemistry and Animal Physiology) in

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Since 1990, Dr.

been active in the field of preclinical oncology.

He led the Tumor Biology program at Novartis Pharma AG, Switzerland and

established several transgenic mouse lines developing tumors under the control of oncogenes.

Brandt’s long

career in the pharmaceutical industry he has acquired significant knowledge and expertise in leading business units and

representation of services to the pre-clinical research market.

Brandt is also a member of the Scientific Advisory Board at

Receptor Inc.

Brandt has been

active in the field of preclinical oncology.

He led the Tumor Biology program at Novartis Pharma AG, Switzerland and established several

transgenic mouse lines developing tumors under the control of oncogenes.

Brandt’s long career in the pharmaceutical

industry he has acquired significant knowledge and expertise in leading business units and representation of services to the pre-clinical

research market.

Brandt is also a member of the Scientific Advisory Board at Receptor Inc.

in Toronto Canada.

Risk Oversight

Our board of directors will oversee a company-wide

approach to risk management.

Our board of directors will determine the appropriate risk level for us generally, assess the specific risks

faced by us and review the steps taken by management to manage those risks.

While our board of directors will have ultimate oversight

responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Until we have established our compensation committee

of our board of directors, our board of directors will be responsible for overseeing the management of risks relating to our executive

compensation plans and arrangements, and the incentives created by the compensation awards it administers.

Until we have established our

audit committee, our board of directors will oversee management of enterprise risks and financial risks, as well as potential conflicts

of interests.

Our board of directors will be responsible for overseeing the management of risks associated with the independence of our

board of directors.

Code of Ethics

The Board has adopted a Code of Ethics (the “Code”)

to apply to all of our directors, officers and employees.

The Code is intended to promote ethical conduct and compliance with laws and

regulations, to provide guidance with respect to the handling of ethical issues, to implement mechanisms to report unethical conduct,

to foster a culture of honesty and accountability, to deter wrongdoing and to ensure fair and accurate financial reporting.

the Code is available at our website www.propanc.com.

Compensation Committee Interlocks and Insider

Participation

None of our executive officers currently serves, or

in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or

more executive officers serving on our board of directors or the compensation committee.

No member of our compensation committee has any

other business relationship or affiliation with us other than his or her service as a director.

Nominations to the Board of Directors

General — Our directors take a critical

role in guiding our strategic direction and oversee the management of the Company.

Our board of directors’ candidates are considered

based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social

perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment.

In addition, directors

must have time available to devote to our board of directors’ activities a nd

to enhance their knowledge of our business.

Accordingly, we seek to attract and retain highly qualified directors who have sufficient

time to attend to their substantial duties and responsibilities to our Company.

board of directors will oversee a company-wide approach to risk management.

Our board of directors will determine the appropriate risk

level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks.

board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain

specified areas.

we have established our compensation committee of our board of directors, our board of directors will be responsible for overseeing the

management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards

it administers.

Until we have established our audit committee, our board of directors will oversee management of enterprise risks and

financial risks, as well as potential conflicts of interests.

Our board of directors will be responsible for overseeing the management

of risks associated with the independence of our board of directors.

Board has adopted a Code of Ethics (the “Code”) to apply to all of our directors, officers and employees.

The Code is intended

to promote ethical conduct and compliance with laws and regulations, to provide guidance with respect to the handling of ethical issues,

to implement mechanisms to report unethical conduct, to foster a culture of honesty and accountability, to deter wrongdoing and to ensure

fair and accurate financial reporting.

A copy of the Code is available at our website www.propanc.com.

Committee Interlocks and Insider Participation

of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation

committee of another entity that has one or more executive officers serving on our board of directors or the compensation committee.

No member of our compensation committee has any other business relationship or affiliation with us other than his or her service as a

to the Board of Directors

— Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.

of directors’ candidates are considered based upon various criteria, such as their broad-based business and professional skills

and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal

integrity and judgment.

In addition, directors must have time available to devote to our board of directors’ activities and to

enhance their knowledge of our business.

Accordingly, we seek to attract and retain highly qualified directors who have sufficient time

to attend to their substantial duties and responsibilities to our Company.

16(a) Beneficial Ownership Reporting Compliance

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the United States Securities and Exchange Commission.

solely upon a review of copies of such forms filed on Forms 3, 4, and 5 furnished to us, we believe that that during the year ended

June 30, 2021, our executive officers, directors and greater than 10 percent beneficial owners complied on a timely basis with all Section 16(a) filing requirements.

solely upon a review of copies of such forms filed on Forms 3, 4, and 5 furnished to us, we believe that that during the year ended June

30, 2022, our executive officers and directors complied on a timely basis with all Section 16(a) filing requirements.

Executive Compensation.

The following table sets forth the compensation paid

or accrued by us to our Executive Officers for the fiscal years ended June 30, 2021 and 2020.

Summary Compensation Table

following table sets forth the compensation paid or accrued by us to our Executive Officers for the fiscal years ended June 30, 2022

Compensation Table

James Nathanielsz (1) (5)

3 unchanged sentences

$ 319,939 (2)

$ 177,840 (5)

Carlo Campiciano(6)

2 unchanged sentences

Chief Scientific Officer

For purposes of the information included in the table, the conversion rates as of June 30, 2021 and 2020, $0,7473 and $0.6891, respectively, were used to convert amounts from AUD to USD.

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

Nathanielsz received a gross annual salary of $400,000 AUD per year effective February 1, 2018 as approved by the board of directors.

Nathanielsz has also accrued unused annual and long service leave in the amounts of $41,110 (AUD) ($30,722 USD) and $46,187 (AUD) ($31,827 USD) for fiscal years 2021 and 2020, respectively, which are included in the total above.

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

Nathanielsz base salary.

Under the Nathanielsz Employment Agreement, Mr.

Nathanielsz receives a 9.5% contribution to a pension of which he is the beneficiary.

In addition, pursuant to the Nathanielsz Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

Nathanielsz use of a vehicle.

purposes of the information included in the table, the conversion rates as of June 30, 2022 and 2021, $0.7253 and $0.7473, respectively,

were used to convert amounts from AUD to USD.

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

Nathanielsz received a gross annual salary of $400,000 AUD per year

effective February 1, 2018 as approved by the board of directors.

Nathanielsz has also accrued unused annual and long service

leave in the amounts of $41,113 (AUD) ($29,819 USD) and $41,110 (AUD) ($30,722 USD) for fiscal years 2022 and 2021, respectively,

which are included in the total above.

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.

1, 2022, the Board approved a bonus of $140,000 AUD or $96,810 USD.

the Nathanielsz Employment Agreement, Mr.

Nathanielsz receives a 9.5% contribution to a pension of which he is the beneficiary and amounted to $29,012 and $30,056 for the years ended June 30, 2022 and 2021, respectively.

addition, pursuant to the Nathanielsz Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

use of a vehicle.

For the fiscal years ended June 30, 2022 and 2021, $5,916 and $34,476, respectively, was paid to Mr.

Nathanielsz for use of a vehicle.

On 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, valued at approximately $0.03 per share, being the closing price of the stock on the date of grant.

for use of a vehicle.

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,

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, 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.

2 unchanged sentences

and effective on that date.

James Nathanielsz, the Company’s Chief Executive Officer, assumed the duties and additional

position of Chief Financial Officer.

On 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 $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, valued at approximately $0.03 per share, being the closing price of the stock on the date of grant.

James Nathanielsz, the Company’s Chief Executive Officer, assumed the duties and additional position

of Chief Financial Officer.

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 $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, 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.

Narrative to Summary Compensation Table

Employment Agreement with James Nathanielsz

The Company and James Nathanielsz entered into a new

employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of

See director compensation for Dr.

Julian Kenyon below.

to Summary Compensation Table

Agreement with James Nathanielsz

Company and James Nathanielsz entered into a new employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)

setting forth the terms and conditions of Mr.

Nathanielsz employment as the Company’s President and Chief Executive Officer.

The Nathanielsz Employment Agreement also contemplates

Nathanielsz Employment Agreement also contemplates that Mr.

Nathanielsz serves as a member of the Board.

The Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $33,333 AUD per month ($400,000 AUD annually) and a monthly contribution to Mr.

Nathanielsz’s

pension equal to 9.5% of his monthly salary.

Nathanielsz has the ability to convert any accrued but unpaid salary into common stock

at the end of each fiscal year at a conversion price to be determined by Mr.

Nathanielsz and the Company, which will in no event be lower

than par value or higher than the closing bid price on the date of conversion.

The Company has also agreed to pay Mr.

Nathanielsz an annual

discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Board and based upon the

performance of the Company.

Nathanielsz is entitled to 20 days of annual leave

and 10 days of paid sick leave.

Nathanielsz is also entitled to participate in employee benefits plans, fringe benefits and perquisites

maintained by the Company to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives

of the Company.

In the event that the Company provides notice of non-renewal

of the Nathanielsz Employment Agreement, the Company terminates Mr.

Nathanielsz without cause (as defined in the Nathanielsz Employment

Agreement) or Mr.

Nathanielsz terminates his employment for good reason (as defined in the Nathanielsz Employment Agreement), the Company

has agreed to pay Mr.

Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $33,333 AUD per month ($400,000 AUD annually) and a monthly

contribution to Mr.

Nathanielsz’s pension equal to 9.5% of his monthly salary.

Nathanielsz has the ability to convert any accrued

but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.

Nathanielsz and the

Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.

The Company has

also agreed to pay Mr.

Nathanielsz an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall

be determined by the Board and based upon the performance of the Company.

Nathanielsz is entitled to 20 days of annual leave and 10 days of paid sick leave.

Nathanielsz is also entitled to participate in

employee benefits plans, fringe benefits and perquisites maintained by the Company to the extent the Company provides similar benefits

or perquisites (or both) to similarly situated executives of the Company.

the event that the Company provides notice of non-renewal of the Nathanielsz Employment Agreement, the Company terminates Mr.

without cause (as defined in the Nathanielsz Employment Agreement) or Mr.

Nathanielsz terminates his employment for good reason (as defined

in the Nathanielsz Employment Agreement), the Company has agreed to pay Mr.

Nathanielsz a severance payment in an amount equal to Mr.

Nathanielsz’s base salary for the year of termination

in addition to accrued but unpaid salary, reimbursement of expenses and certain other employee benefits as determined under the terms

of the applicable plans (“Accrued Amounts”).

Nathanielsz’s base salary for the year of termination in addition to accrued but unpaid salary, reimbursement of expenses and certain

other employee benefits as determined under the terms of the applicable plans (“Accrued Amounts”).

In the event that Mr.

Nathanielsz provides notice of non-renewal of the Nathanielsz

Employment Agreement, the Company terminates Mr.

Nathanielsz for cause or Mr.

Nathanielsz terminates his employment without good reason,

Nathanielsz provides notice of non-renewal of the Nathanielsz Employment Agreement, the Company terminates Mr.

Nathanielsz for cause

Nathanielsz terminates his employment without good reason, Mr.

Nathanielsz is only entitled to the Accrued Amounts.

The Company has agreed to indemnify Mr.

for any liabilities, costs and expenses incurred in the event that he is made a party to a proceeding due to his roles with the Company,

other than any proceeding initiated by Mr.

Nathanielsz or the Company relating to any dispute with respect to the Nathanielsz Employment

Agreement or Mr.

Company has agreed to indemnify Mr.

Nathanielsz for any liabilities, costs and expenses incurred in the event that he is made a party

to a proceeding due to his roles with the Company, other than any proceeding initiated by Mr.

Nathanielsz or the Company relating to

any dispute with respect to the Nathanielsz Employment Agreement or Mr.

Nathanielsz’s employment.

Under the terms of the Nathanielsz Employment Agreement,

Nathanielsz is also subject to certain restrictive covenants, including a one-year non-compete.

Employment Agreement with Carlo Campiciano

In connection with Mr.

Campiciano’s appointment

as the Company’s Chief Financial Officer and Secretary, effective as of June 24, 2019, Propanc PTY entered into an Employment Agreement

the terms of the Nathanielsz Employment Agreement, Mr.

Nathanielsz is also subject to certain restrictive covenants, including a one-year

Agreement with Carlo Campiciano

connection with Mr.

Campiciano’s appointment as the Company’s Chief Financial Officer and Secretary, effective as of June

24, 2019, Propanc PTY entered into an Employment Agreement with Mr.

Pursuant to the Employment Agreement, Mr.

Campiciano will be compensated at an hourly rate based on a pro-rated annual

salary for the number of hours of services to be provided to the Company.

Campiciano’s employment is terminated by either

party, he will be entitled to certain termination benefits, including payment of accrued but untaken annual leave, salary payments pro-rated

based on applicable notice period required under the Employment Agreement, reimbursement of incurred business related expenses and such

other payments as may be required by the Australian National Employment Standards.

The Employment Agreement contains covenants for the

benefit of Propanc PTY relating to non-interference with Propanc PTY’s business after termination of employment and protection of

Propanc PTY’s confidential information, certain customary representations and warranties and standard Propanc PTY indemnification

On December 23, 2020, Carlo Campiciano resigned as

the Chief Financial Officer and Secretary of Propanc Biopharma, Inc.

(the “Company”), effective on that date.

Amended and Restated Services

Agreement – Julian Kenyon

On May 14, 2019, the Company entered into an

Amended and Restated Services Agreement (the “Services Agreement”) with Dr.

Kenyon, the Company’s Chief Scientific Officer

and a director, for a term of three years, subject to automatic one-year renewals, at an annual salary of $54,000 AUD.

In connection with

the execution of the Services Agreement, Dr.

Kenyon was designated as an executive officer of the Company and assumed a more active executive

role with the Company.

will be compensated at an hourly rate based on a pro-rated annual salary for the number of hours of services to be provided to the Company.

Campiciano’s employment is terminated by either party, he will be entitled to certain termination benefits, including payment

of accrued but untaken annual leave, salary payments pro-rated based on applicable notice period required under the Employment Agreement,

reimbursement of incurred business related expenses and such other payments as may be required by the Australian National Employment

The Employment Agreement contains covenants for the benefit of Propanc PTY relating to non-interference with Propanc PTY’s

business after termination of employment and protection of Propanc PTY’s confidential information, certain customary representations

and warranties and standard Propanc PTY indemnification obligations.

December 23, 2020, Carlo Campiciano resigned as the Chief Financial Officer and Secretary of Propanc Biopharma, Inc.

(the “Company”),

effective on that date.

and Restated Services Agreement – Julian Kenyon

May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.

the Company’s Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year renewals, at an

annual salary of $54,000 AUD.

In connection with the execution of the Services Agreement, Dr.

Kenyon was designated as an executive officer

of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 20 shares of the Company’s

common stock (the “Kenyon Options”), with an exercise price per share of $4,250 (100% of the closing market price of the Company’s

common stock on May 14, 2019, the date of approval of such grant by the Company’s board of directors), (ii) 20 restricted stock

units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 20 restricted stock units of the Company (the “Additional

Kenyon RSUs”).

Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Company’s board

of directors on the Effective Date.

The Kenyon Options have a term of 10 years from the date of grant.

1/3rd of the Kenyon Options shall

vest every successive one-year anniversary following the Effective Date, provided, that on each such vesting date Dr.

Kenyon is employed

by the Company and subject to the other provisions of the Services Agreement.

The Initial Kenyon RSUs shall vest on the one-year anniversary

of the Effective Date, subject to Dr.

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon

RSUs will vest as follows, subject to Dr.

Kenyon’s continued employment with the Company through the applicable vesting date:

5 of the Additional Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to

be selected by the 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 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 enrolling its first patient in the Study.

Kenyon was granted

options to purchase 20 shares of the Company’s common stock (the “Kenyon Options”), with an exercise price per share

of $4,250 (100% of the closing market price of the Company’s common stock on May 14, 2019, the date of approval of such grant by

the Company’s board of directors), (ii) 20 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii)

an additional 20 restricted stock units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock

units were granted pursuant to the 2019 Plan approved by the Company’s board of directors on the Effective Date.

The Kenyon Options

have a term of 10 years from the date of grant.

1/3rd of the Kenyon Options shall vest every successive one-year anniversary following

the Effective Date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject to the other provisions

of the Services Agreement.

The Initial Kenyon RSUs shall vest on the one-year anniversary of the Effective Date, subject to Dr.

continued employment with the Company through such vesting date.

The Additional Kenyon RSUs will vest as follows, subject to Dr.

continued employment with the Company through the applicable vesting date:

(i) 5 of the Additional Kenyon RSUs shall vest upon the Company

submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected by the 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 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 enrolling its first patient in

Each vested Kenyon RSU shall be settled by delivery to Mr.

Kenyon of one

share of the Company’s common stock and/or the fair market value of one share of common stock in cash, at the sole discretion of

the Company’s board of directors and subject to the Plan, on the first to occur of:

(i) the date of a Change of Control (as defined

in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr.

death or Disability (as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated either by the Company

without Cause or by Dr.

Kenyon for Good Reason (as defined in the Services Agreement).

In the event of a Change of Control (as defined

in the Services Agreement), 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such

Kenyon of one share of the Company’s common stock and/or

the fair market value of one share of common stock in cash, at the sole discretion of the Company’s board of directors and subject

to the Plan, on the first to occur of:

(i) the date of a Change of Control (as defined in the Services Agreement), (ii) the date that

is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr.

Kenyon’s death or Disability (as defined in

the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated either by the Company without Cause or by Dr.

for Good Reason (as defined in the Services Agreement).

In the event of a Change of Control (as defined in the Services Agreement), 50%

of any unvested portion of the Kenyon Options and the Kenyon RSUs shall vest immediately prior to such event.

Equity Incentive Plan

On May 14, 2019, our board of directors adopted our

2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of 234,000 shares of our common stock for issuance under

the 2019 Plan (adjusted for the planned Reverse Stock Split).

As described below, incentive awards authorized under the 2019 Plan include,

but are not limited to, incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the

If an incentive award granted under the 2019 Plan expires, terminates, is unexercised or is forfeited, or if any

shares are surrendered to us in connection with the exercise of an incentive award, the shares subject to such award and the surrendered

shares will become available for further awards under the 2019 Plan.

Administration - Our board of directors

will administer the 2019 Plan.

Subject to the terms of the 2019 Plan, our board of directors has complete authority and discretion to

determine the terms upon which awards may be granted under the 2019 Plan.

Grants - The 2019 Plan authorizes the

grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted stock units, performance

grants intended to comply with Section 162(m) of the Code and stock appreciation rights, as described below:

Options granted under the 2019 Plan entitle the grantee, upon exercise, to purchase up to a specified number of shares from us at a specified exercise price per share.

The exercise price for shares of Common Stock covered by an option generally cannot be less than the fair market value of Common Stock on the date of grant unless agreed to otherwise at the time of the grant.

In addition, in the case of an incentive stock option granted to an employee who, at the time the incentive stock option is granted, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the per share exercise price will be no less than 110% of the fair market value of Common Stock on the date of grant.

Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance goals for restricted stock units.

The board of directors may make performance grants, each of which will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions.

The 2019 Plan authorizes the granting of stock awards.

The board of directors will establish the number of shares of our common stock to be awarded (subject to the aggregate limit established under the 2019 Plan upon the number of shares of our common stock that may be awarded or sold under the 2019 Plan) and the terms applicable to each award, including performance restrictions.

Stock appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number of shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of Common Stock on the date of exercise of the SAR and the market price of a share of our common Stock on the date of grant of the SAR.

Duration, Amendment, and Termination -

Our board of directors has the power to amend, suspend or terminate the 2019 Plan without stockholder approval or ratification at any

time or from time to time.

No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant

to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such

change is authorized by our stockholders within one year of such change.

Unless sooner terminated, the 2019 Plan would terminate ten

years after it is adopted.

No awards or any shares of our common stock were

issued during the fiscal year 2021 under the 2019 Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information

with respect to grants of plan-based awards for the fiscal year ended June 30, 2021 to the Named Executive Officer.

Except as set forth

below, all of the outstanding equity awards granted to our Named Executive Officer were fully vested as of June 30, 2021.

May 14, 2019, our board of directors adopted our 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of

234,000 shares of our common stock for issuance under the 2019 Plan (adjusted for the planned Reverse Stock Split).

As described below,

incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options within the meaning of Section

422 of the Internal Revenue Code of 1986, as amended (the “Code”).

If an incentive award granted under the 2019 Plan expires,

terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the exercise of an incentive award,

the shares subject to such award and the surrendered shares will become available for further awards under the 2019 Plan.

Administration

- Our board of directors will administer the 2019 Plan.

Subject to the terms of the 2019 Plan, our board of directors has complete

authority and discretion to determine the terms upon which awards may be granted under the 2019 Plan.

- The 2019 Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards,

restricted stock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights, as described

granted under the 2019 Plan entitle the grantee, upon exercise, to purchase up to a specified number of shares from us at a specified

exercise price per share.

The exercise price for shares of Common Stock covered by an option generally cannot be less than the fair

market value of Common Stock on the date of grant unless agreed to otherwise at the time of the grant.

In addition, in the case of

an incentive stock option granted to an employee who, at the time the incentive stock option is granted, owns stock representing

more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the per share exercise price

will be no less than 110% of the fair market value of Common Stock on the date of grant.

stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may

include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance

goals for restricted stock units.

board of directors may make performance grants, each of which will contain performance goals for the award, including the performance

criteria, the target and maximum amounts payable, and other terms and conditions.

2019 Plan authorizes the granting of stock awards.

The board of directors will establish the number of shares of our common stock

to be awarded (subject to the aggregate limit established under the 2019 Plan upon the number of shares of our common stock that

may be awarded or sold under the 2019 Plan) and the terms applicable to each award, including performance restrictions.

appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number

of shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a

share of Common Stock on the date of exercise of the SAR and the market price of a share of our common Stock on the date of grant

Amendment, and Termination - Our board of directors has the power to amend, suspend or terminate the 2019 Plan without stockholder

approval or ratification at any time or from time to time.

No change may be made that increases the total number of shares of Common

Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for

other incentive awards, unless such change is authorized by our stockholders within one year of such change.

Unless sooner terminated,

the 2019 Plan would terminate ten years after it is adopted.

awards or any shares of our common stock were issued during the fiscal year 2022 under the 2019 Plan.

Equity Awards at Fiscal Year-End

following table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended June 30, 2022 to

the Named Executive Officer.

Except as set forth below, all of the outstanding equity awards granted to our Named Executive Officer were

fully vested as of June 30, 2022.

Option awards

6 unchanged sentences

James Nathanielsz (1)

On May 14, 2019, the Board granted Mr.

Nathanielsz 39 tenure based stock options at an exercise price of $4,675 per share and 78 performance based restricted stock units.

The fair value of the 39 options and 78 restricted stock units at the grant date was $165,747 and $331,493, respectively.

Julian Kenyon (2)

May 14, 2019, the Board granted Mr.

Nathanielsz 39 tenure based stock options at an exercise price of $4,675 per share and 78 performance

based restricted stock units.

The fair value of the 39 options and 78 restricted stock units at the grant date was $165,747 and $331,493,

respectively.

With 39 of such restricted stock vested on May 14, 2020 and the balance subject to performance conditions.

May 14, 2019, the Board granted Mr.

Kenyon 20 tenure based stock options at an exercise price

of $4,250 per share and 40 performance based restricted stock units.

The fair value of the

20 options and 40 restricted stock units at the grant date was $82,873 and $165,747, respectively.

With 20 of such restricted stock vested on May 14, 2020 and the balance subject to performance

Director Compensation for the Fiscal Year Ended

June 30, 2021

Kenyon 20 tenure based stock options at an exercise price of $4,250 per share and 40 performance

based restricted stock units.

The fair value of the 20 options and 40 restricted stock units at the grant date was $82,873 and $165,747,

respectively.

With 20 of such restricted stock vested on May 14, 2020 and the balance subject to performance conditions.

Compensation for the Fiscal Year Ended June 30, 2022

Fees earned or paid in

1 unchanged sentence

All Other Compensation

Josef Zelinger (1)

The Company 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.

Amended and Restated Director

Agreement – Josef Zelinger

On 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.

The Company 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.

Other Director Compensation

Directors are reimbursed

for reasonable expenses incurred in attending meetings and carrying out duties as board members.

Scientific Advisory Board Members Compensation

The Company has entered into

Scientific Advisory Board Member Agreements with certain members of its Scientific Advisory Board (the “SAB Agreements”).

The SAB Agreements contain substantially similar terms and primarily relate to the protection of the Company’s intellectual property.

The SAB Agreements also include provisions for the members’ compensation for the services performed as a member of the Scientific

Advisory Board.

Kutz, Brandt and Smyth each are paid a monetary fee for each year of service provided.

Narrative Disclosure of Compensation Policies

and Practices as They Relate to Our Risk Management

We believe that our compensation

policies and practices for all employees and other individual service providers, including executive officers, do not create risks that

are reasonably likely to have a material adverse effect on us.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

The following sets forth

information as of September 21, 2021 regarding the number of shares of our Common Stock beneficially owned by (i) each person that we

know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive officer and (iii)

all of our directors and named executive officers as a group.

The amounts and percentages

of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership of securities.

Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting

power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes

the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities

of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any stock option, warrant or

other right, and the conversion of preferred stock.

Under these rules, more than one person may be deemed a beneficial owner of the same

securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

otherwise indicated, each of the shareholders named in the table below, or his or her family members, has sole voting and investment power

with respect to such shares of our Common Stock.

Except as otherwise indicated, the address of each of the shareholders listed below is:

Julian Kenyon (1)

purposes of the information included in the table, the conversion rate as of June 30, 2022, $0.7253 was used to convert amounts from

October 2016, Dr.

Kenyon receives gross monthly compensation of $4,500 AUD or $3,264 USD per month for his services as a director

of our Company.

Director Compensation

are reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board members.

Advisory Board Members Compensation

Company has entered into Scientific Advisory Board Member Agreements with certain members of its Scientific Advisory Board (the “SAB

Agreements”).

The SAB Agreements contain substantially similar terms and primarily relate to the protection of the Company’s

intellectual property.

The SAB Agreements also include provisions for the members’ compensation for the services performed as a

member of the Scientific Advisory Board.

Kutz, Brandt and Smyth each are paid a monetary fee at an hourly rate for service provided.

Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

believe that our compensation policies and practices for all employees and other individual service providers, including executive officers,

do not create risks that are reasonably likely to have a material adverse effect on us.

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

following sets forth information as of September 26, 2022 regarding the number of shares of our Common Stock beneficially owned by

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

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

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

beneficial ownership of securities.

Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that

person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment

power,” which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial

owner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any

stock option, warrant or other right, and the conversion of preferred stock.

Under these rules, more than one person may be deemed a

beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has

no economic interest.

Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has

sole voting and investment power with respect to such shares of our Common Stock.

Except as otherwise indicated, the address of each

of the shareholders listed below is:

c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

15 unchanged sentences

5% Shareholders

Sylva International LLC (6)

Sylvia Nathanielsz (7)

(1) Applicable percentages are

based on 41,098,787 shares of our common stock outstanding as of September 21, 2021.

(2) Applicable percentages are

based on 500,000 shares of our Series A Preferred Stock and 1 share of our Series B Preferred Stock outstanding as of September 21, 2021.

Applicable percentages are based on 677,177,717 shares of our common stock outstanding as of September 26, 2022.

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

as of September 26, 2022.

North Horizon Pty Ltd.

a Nathanielsz Family Trust.

James Nathanielsz, the Chief Executive Officer and a director of our Company, has investing and dispositive

power of shares beneficially owned by North Horizon Pty Ltd.

(4) Excludes 26 vested stock

options, 13 unvested stock options, 39 restricted stock units that vested in May 2020 and 39 restricted stock units that

are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation - New Employment

Agreement with James Nathanielsz,”.

(5) Excludes 13 vested stock

options, 6 unvested stock options, and 20 restricted stock units that vested in May 2020, and 20 restricted stock units

that are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation - New Services

Agreement with Julian Kenyon”.

Ross Silver has investing and dispositive power of shares beneficially owned by Sylva International LLC.

is a Nathanielsz Family Trust.

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

has investing and dispositive power of shares beneficially owned by North Horizon Pty Ltd.

Excludes 26 vested stock options, 13 unvested stock options, 39 restricted stock units that vested in May 2020 and 39 restricted stock

units that are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation - New

Employment Agreement with James Nathanielsz,”.

Excludes 13 vested stock options, 6 unvested stock options, and 20 restricted stock units that vested in May 2020, and 20 restricted

stock units that are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation

- New Services Agreement with Julian Kenyon”.

Sylvia Nathanielsz is the wife of James Nathanielsz.

Certain Relationships and Related Transactions,

and Director Independence

The following includes a summary of transactions since

July 1, 2019 to which we have been a party, in which the amount involved in the transaction exceeded $120,000, and in which any of our

directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate

family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation,

termination, change in control and other arrangements, which are described above under “Item 11.

Certain Relationships and Related Transactions, and Director Independence

following includes a summary of transactions since July 1, 2019 to which we have been a party, in which the amount involved in the transaction

exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our

capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest,

other than equity and other compensation, termination, change in control and other arrangements, which are described above under “Item

Executive Compensation.”

Our principal executive office is located at 302,

6 Butler Street, Camberwell, VIC, 3124 Australia, which we lease from Horizon Pty Ltd., a related party, of which Mr.

Nathanielsz, our

Chief Executive Officer, Chief Financial Officer and a director, and his wife are owners and directors.

The lease has a one-year term

commencing May 6, 2021, and we are currently obligated to pay $3,606 AUD or $2,431 USD (depending on exchange rate), inclusive of tax,

in rent per month

Nathanielsz’s wife, Sylvia Nathanielsz,

is and has been an employee of our Company since October 2015.

Nathanielsz receives an annual salary of $120,000 AUD, or $80,904

USD, and is entitled to benefits customarily expected to be provided to employees of the Company.

Employment and Director Compensation Arrangements

The relationships and related party transactions described

herein are in addition to any employment and director compensation arrangements with our executive officers and directors, which are described

above under “Executive Compensation — Narrative to Summary Compensation Table and Director Compensation.”

Indemnification Agreements

Our Certificate of Incorporation provides that none

of our officers or directors shall be personally liable for any obligations of our Company or for any duties or obligations arising out

of any acts or conduct of said officer or director performed for or on behalf of our Company, including without limitation, acts of negligence

or contributory negligence.

In addition, our Bylaws provide that we shall indemnify and hold harmless each person and their heirs and

administrators who shall serve at any time hereafter as a director or officer of our Company from and against any and all claims, judgments

and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer

of our Company, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as

such director or officer, and that we shall reimburse each such person for all legal and other expenses reasonably incurred by him or

her in connection with any such claim, judgment or liability, including our power to defend such persons from all suits or claims as provided

for under the provisions of the Delaware General Corporation Law;

provided, however, that no such persons shall be indemnified against,

or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own willful misconduct.

In addition, we intend to enter into indemnification agreements with our directors and officers and some of our executives may have certain

indemnification rights arising under their employment agreements with us.

We believe that these bylaw provisions and indemnification agreements

are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions

in our Certificate of Incorporation may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful,

might benefit us and our stockholders.

A stockholder’s investment may be harmed to the extent we pay the costs of settlement and

damage awards against directors and officers pursuant to these indemnification provisions.

On May 14, 2019, our board of directors approved a

form of Indemnification Agreement (“Indemnification Agreement”) for each of our officers and directors.

The Indemnification

Agreement requires us to indemnify our directors and officers and to advance expenses on behalf of such directors or officers to the fullest

extent permitted by applicable law and establish the procedures by which a director or executive officer may request and receive indemnification.

The Indemnification Agreement is in addition to other rights to which a director or officer may be entitled under our Certificate of Incorporation,

Bylaws and applicable law.

Director Independence

Our board of directors has reviewed the independence

of our directors and has determined that Josef Zelinger qualifies as an independent director pursuant to Rule 5605(a)(2) of Nasdaq

and applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships that each

of our directors has with us and all other facts and circumstances our board of directors deemed relevant in determining their independence.

of June 30, 2022 and 2021, the Company owed its former director a total of $51,171 and $55,500, respectively, for money loaned to the

Company, throughout the years.

The total loans balance owed at June 30, 2022 and 2021 is not interest bearing.

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.

principal executive office is located at 302, 6 Butler Street, Camberwell, VIC, 3124 Australia, which we lease from Horizon Pty Ltd.,

a related party, of which Mr.

Nathanielsz, our Chief Executive Officer, Chief Financial Officer and a director, and his wife are owners

and directors.

On May 4, 2022, the Company entered into 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.

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

Nathanielsz receives

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

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.

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.

Further, the Company agreed to pay royalties of 1% of net revenues each to two members of the Scientific

Advisory Board.

and Director Compensation Arrangements

relationships and related party transactions described herein are in addition to any employment and director compensation arrangements

with our executive officers and directors, which are described above under “Executive Compensation — Narrative to Summary

Compensation Table and Director Compensation.”

Indemnification

Certificate of Incorporation provides that none of our officers or directors shall be personally liable for any obligations of our Company

or for any duties or obligations arising out of any acts or conduct of said officer or director performed for or on behalf of our Company,

including without limitation, acts of negligence or contributory negligence.

In addition, our Bylaws provide that we shall indemnify

and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer of our

Company from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their

having heretofore or hereafter been a director or officer of our Company, or by reason of any action alleged to have heretofore or hereafter

taken or omitted to have been taken by him or her as such director or officer, and that we shall reimburse each such person for all legal

and other expenses reasonably incurred by him or her in connection with any such claim, judgment or liability, including our power to

defend such persons from all suits or claims as provided for under the provisions of the Delaware General Corporation Law;

however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or

liability arising out of his (or her) own willful misconduct.

In addition, we intend to enter into indemnification agreements with our

directors and officers and some of our executives may have certain indemnification rights arising under their employment agreements with

We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors

and officers.

limitation of liability and indemnification provisions in our Certificate of Incorporation may discourage stockholders from bringing

a lawsuit against our directors for breach of their fiduciary duties.

They may also reduce the likelihood of derivative litigation against

our directors and officers, even though an action, if successful, might benefit us and our stockholders.

A stockholder’s investment

may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification

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

of our officers and directors.

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

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

or executive officer may request and receive indemnification.

The Indemnification Agreement is in addition to other rights to which a

director or officer may be entitled under our Certificate of Incorporation, Bylaws and applicable law.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations.

In making this determination, our board of directors

considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed

relevant in determining their independence.

Principal Accounting Fees and Services.

Company’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered

public accounting firm, as well as the fees charged for such services.

In its review of non-audit service and its appointment of Salberg

& Company, P.A.

as our independent registered public accounting firm, the Board considered whether the provision of such services

is compatible with maintaining independence.

Company’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent

registered public accounting firm, as well as the fees charged for such services.

In its review of non-audit service and its

appointment of Salberg & Company, P.A.

as our independent registered public accounting firm, the Board considered whether the

provision of such services is compatible with maintaining independence.

All of the services provided, and fees charged by Salberg & Company, P.A.

years ended June 30, 2021 and 2020 were approved by the Board of Directors.

The following table shows the fees for the fiscal years ended

June 30, 2021 and 2020:

in fiscal years ended June 30, 2022 and 2021 were approved by the Board of Directors.

The following table shows

the fees for the fiscal years ended June 30, 2022 and 2021:

Audit Fees (1)

1 unchanged sentence

All Other Fees

Audit fees – these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly consolidated financial statements.

Audit related fees – these fees relate primarily to the auditors’ review of our registration statements and audit related consulting.

Tax fees – no fees of this sort were billed by Salberg & Company P.A., our principal accountant during 2021 and 2020 fiscal years.

All Other Fees

We did not incur any other fees related to services

rendered by our independent registered public accounting firm for the fiscal years ended June 30, 2021 and 2020.

The SEC requires that before our independent registered

public accounting firm is engaged by us to render any auditing or permitted non-audit related service, the engagement be either:

by our audit committee or (ii) entered into pursuant to pre-approval policies and procedures established by the audit committee, provided

that the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such

policies and procedures do not include delegation of the audit committee’s responsibilities to management.

Pre-Approval Policies and Procedures

We do not have an audit committee.

Our Board pre-approves

all services provided by our independent registered public accounting firm.

All of the above services and fees during the fiscal years

ended June 30, 2021 and 2020 were reviewed and approved by our Board before the respective services were rendered.

fees – these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly

consolidated financial statements.

related fees – these fees relate primarily to the auditors’ review of our registration statements and audit related consulting.

fees – no fees of this sort were billed by Salberg & Company P.A., our principal accountant during 2022 and 2021 fiscal

did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended

June 30, 2022 and 2021.

SEC requires that before our independent registered public accounting firm is engaged by us to render any auditing or permitted non-audit

related service, the engagement be either:

(i) approved by our audit committee or (ii) entered into pursuant to pre-approval policies

and procedures established by the audit committee, provided that the policies and procedures are detailed as to the particular service,

the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s

responsibilities to management.

Policies and Procedures

do not have an audit committee.

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

of the above services and fees during the fiscal years ended June 30, 2022 and 2021 were reviewed and approved by our Board before the

respective services were rendered.

Exhibits, Financial Statement Schedules

10 unchanged sentences

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).

Certificate of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current Report on From 8-K filed on July 11, 2022)

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

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

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

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

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

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

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

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

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

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

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

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

2 unchanged sentences

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

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

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

8% Convertible Promissory Note, dated December 2, 2020, issued by the Company to Geneva Roth Remark Holdings Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 7, 2020)

8% Convertible Redeemable Promissory Note, dated December 10, 2020, issued by the Company to GW Holdings Group, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 16, 2020)

8% Convertible Promissory, dated January 5, 2021, issued by the Company to Geneva Roth Remark Holdings, Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 11, 2021)

8% Convertible Promissory, dated March 16, 2021, issued by the Company to Geneva Roth Remark Holdings, Inc.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 19, 2021)

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

2 unchanged sentences

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

Form of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

10% Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

8% Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

10% Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K April 1, 2022)

8% Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

8% Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May18, 2022)

8% Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

8% Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

10% Convertible Note, dated August 15, 1022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

8% Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

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

16 unchanged sentences

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

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

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

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

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

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

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

Securities Purchase Agreement, dated December 2, 2020, by and between the Company and Geneva Roth Remark Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 7, 2020)

Securities Purchase Agreement, dated December 10, 2020, by and between the Company and GW Holdings Group, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2020)

Securities Purchase Agreement, dated January 5, 2021, by and between the Company and Geneva Roth Remark Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 11, 2021)

Securities Purchase Agreement, dated March 16, 2021, by and between the Company and Geneva Roth Remark Holdings, Inc.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 19, 2021)

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

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

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

(incorporated by reference to

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

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

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

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

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

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

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

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

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

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

Form of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

Securities Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Securities Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Securities Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)

Securities Purchase Agreement, dated April 12, 2022, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Securities Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Securities Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Securities Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

List of subsidiaries of the Company.

9 unchanged sentences

Filed herewith.

† Management contract

or compensatory plan or arrangement required to be filed as an exhibit pursuant to the requirements of Item 15(a)(3) of Form 10-K.

Pursuant to the requirements of Section 13 or 15(d)

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

duly authorized.

PROPANC BIOPHARMA, INC.

Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to the requirements of Item 15(a)(3)

of Form 10-K.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

BIOPHARMA, INC.

September 28, 2022

/s/ James Nathanielsz

James Nathanielsz

Chief Executive Officer,

Chief Financial Officer

(Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange

Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ James Nathanielsz

Chief Executive Officer, Chief Financial Officer, Director

September 28, 2021

Executive Officer,

Financial Officer

Executive Officer and Principal Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

James Nathanielsz

(Principal Executive Officer and Principal Financial Officer)

/s/ Julian Kenyon

Chief Technology Officer , Director

September 28, 2021

Executive Officer, Chief Financial Officer, Director

Executive Officer and Principal Financial Officer)

Julian Kenyon

/s/ Josef Zelinger

September 28, 2021

Technology Officer , Director

Josef Zelinger

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

What changed 10-K

Item 9A. Controls and Procedures