What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-11-14 compared with 2022-05-16 · 1121 added, 1008 removed, 713 unchanged (75% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

Consolidated Balance Sheets at March 31, 2022 (unaudited) and June 30, 2021

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2022 and 2021

Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and nine months in the periods ended March

31, 2022 and 2021 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended March 31, 2022 and 2021 (unaudited)

to the Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets at September 30, 2022 (unaudited) and June 30, 2022

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three months in the periods ended September 30, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2022 and 2021 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

tax receivable

expenses and other current assets

September 30, 2022

June 30, 2022

CURRENT ASSETS:

offering costs

deposit - related party

and equipment, net

AND STOCKHOLDERS’ DEFICIT

expenses and other payables

notes and related accrued interest, net of discounts and premiums

conversion option liabilities

to former director - related party

from former director - related party

benefit liability

GST tax receivable

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related party

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

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

and Contingencies (See Note 8)

STOCKHOLDERS’

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

A preferred stock, $ 0.01 par value;

Accounts payable

Accrued expenses and other payables

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

Operating lease liability - related party, current portion

Embedded conversion option liabilities

Due to former director - related party

Loan from former director - related party

Employee benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

Operating lease liability - long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 8)

STOCKHOLDERS’ DEFICIT:

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

Series A preferred stock, $ 0.01 par value;

500,000 shares authorized;

500,000 shares issued and outstanding as of March 31, 2022 and June

B preferred stock, $ 0.01 par value;

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

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding as of March 31, 2022 and June 30, 2021

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

stock, $ 0.001 par value;

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

Preferred stock value

Common stock, $ 0.001 par value;

10,000,000,000 shares authorized;

85,030,026 and 14,055,393 shares issued and outstanding as of March 31,

2022 and June 30, 2021, respectively

stock issuable ( 1,149,635 and 59 shares as of March 31, 2022 and June 30, 2021, respectively)

paid-in capital

other comprehensive income

677,177,717 and 220,350,921 shares issued and outstanding as of September 30, 2022 and June 30, 2022, respectively

Common stock issuable ( 1,309 and 19,597,024 shares as of September 30, 2022 and June 30, 2022, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive income

Accumulated deficit

( 62,564,423 )

( 61,557,893 )

stock ( 1 share)

STOCKHOLDERS’ DEFICIT

Treasury stock ( 1 share)

TOTAL STOCKHOLDERS’ DEFICIT

( 2,767,535 )

( 3,023,649 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Months Ended March 31,

Administration

and development

For the three months ended September 30,

OPERATING EXPENSES

FROM OPERATIONS

( 1,391,678 )

( 1,085,207 )

INCOME (EXPENSE)

in fair value of derivative liabilities

from settlement of debt, net

on extinguishment of debt, net

currency transaction gain

OTHER INCOME (EXPENSE), NET

( 1,808,572 )

( 1,359,203 )

(expense) benefit

$ ( 462,687 )

$ ( 417,738 )

$ ( 1,753,322 )

$ ( 1,246,926 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 700,076 )

$ ( 417,738 )

$ ( 2,198,953 )

$ ( 1,246,926 )

AND DILUTED NET LOSS PER SHARE

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

LOSS AVAILABLE TO COMMON STOCKHOLDERS

Administration expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Change in fair value of derivative liabilities

Gain from settlement of accounts payable

Loss on extinguishment of debt, net

Foreign currency transaction gain

TOTAL OTHER EXPENSE, NET

LOSS BEFORE TAXES

$ ( 617,295 )

$ ( 490,658 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 1,006,530 )

$ ( 605,502 )

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 1,006,530 )

$ ( 605,502 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency translation gain

TOTAL OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE LOSS

$ ( 880,134 )

3 unchanged sentences

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022 AND 2021

Subscription Receivable

Comprehensive Income

Stockholders’

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE

MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Subscription Receivable

4 unchanged sentences

$ ( 3,067,573 )

of common stock for conversion of convertible debt and accrued interest

common stock for conversion of convertible debt, conversion fee and accrued interest

common stock for services and accrued expenses

common stock for exercise of warrants

common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

of common stock for exercise of warrants

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

currency translation gain

loss for the three months ended September 30, 2020

compensation in connection with stock option grants

Foreign currency

translation gain

Deemed dividend

upon alternate cashless exercise of warrants

for the three months ended September 30, 2021

at September 30, 2021

1 unchanged sentence

$ ( 58,804,968 )

of common stock for conversion of convertible debt and accrued interest

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

of put premium upon cancellation of conversions of convertible debt

Reclassification

of put premium upon debt conversion

of common stock for cashless exercise of warrants

based compensation in connection with stock option grants

restricted stock units

currency translation loss

difference due to the reverse stock-split

loss for the three months ended December 31, 2020

at December 31, 2020

$ ( 2,306,630 )

( 3,608,041 )

of common stock for conversion of convertible debt and accrued interest

of common stock for services

of common stock for exercise of warrants

of common stock for cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation gain

loss for the three months ended March 31, 2021

Balance at March 31, 2021

$ ( 57,028,696 )

$ ( 3,003,678 )

Preferred Stock

Paid-in Capital

Subscription Receivable

Accumulated Deficit

Comprehensive Income

Stockholders’

at June 30, 2021

$ ( 58,199,466 )

$ ( 3,067,573 )

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for services and accrued expenses

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2021

at September 30, 2021

( 58,804,968 )

( 2,306,630 )

of common stock for conversion of convertible debt and accrued interest

of common stock for deferred offering cost

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Treasury Stock

Stockholders’ Deficit

Balance at June 30, 2022

$ ( 61,557,893 )

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2021

at December 31, 2021

$ ( 3,023,649 )

Issuance of common stock for cash

Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for issuable shares

( 19,596,965 )

of common stock for conversion of convertible debt and accrued interest

of common stock for services

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended March 31, 2022

at March 31, 2022

Issuance of common stock for exercise of warrants

Issuance of common stock for alternate cashless exercise of warrants

Reclassification of put premium upon debt conversion

Stock based compensation in connection with stock warrant grant

Stock warrant grant for settlement of accounts payable

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Net loss for the three months ended September 30, 2022

Balance at September 30, 2022

$ ( 62,564,423 )

$ ( 2,767,535 )

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

BIOPHARMA, INC.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Months Ended March 31,

FLOWS FROM OPERATING ACTIVITIES:

For the three months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 617,295 )

$ ( 490,658 )

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

and amortization of common stock for services

currency transaction gain

of debt discounts

in fair value of derivative liabilities

on extinguishment of debt, net

from settlement of debt, net

option and restricted stock expense

interest expense

of put premium

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

Issuance and amortization of common stock for services

Foreign currency transaction gain

Depreciation expense

Amortization of debt discounts

Amortization of right-of-use assets

Change in fair value of derivative liabilities

Loss on extinguishment of debt, net

Gain from settlement of accounts payable

Stock option, stock warrants and restricted stock expense

Non-cash interest expense

Accretion of put premium

Changes in Assets and Liabilities:

expenses and other assets

benefit liability

expenses and other payables

CASH USED IN OPERATING ACTIVITIES

( 1,025,306 )

FLOWS FROM FINANCING ACTIVITIES:

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

of convertible promissory notes

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

of exchange rate changes on cash

INCREASE (DECREASE) IN CASH

AT BEGINNING OF PERIOD

AT END OF PERIOD

Disclosure of Cash Flow Information

paid during the period:

Disclosure of Non-Cash Investing and Financing Activities

stock issued for deferred offering cost

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

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

payable reclass to convertible notes

stock issued for accrued services

dividend upon alternate cashless exercise of warrants

GST receivable

Prepaid expenses and other assets

Accounts payable

Employee benefit liability

Accrued expenses and other payables

Accrued interest

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Proceeds from the sale of common stock

Collection of subscription receivable

Proceeds from the exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosure of Cash Flow Information

Cash paid during the period:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Subscription receivable

Reduction of put premium related to conversions of convertible notes

Conversion of convertible notes and accrued interest to common stock

Discounts related to derivative liability

Stock warrant grant for settlement of accounts payable

Common stock issued for accrued services

Warrants issued for accrued services

Deemed dividend upon alternate cashless exercise of warrants

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

1 unchanged sentence

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

17 unchanged sentences

of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.

As of March 31, 2022,

As of September 30,

2022, there has been no activity within this entity.

2 unchanged sentences

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

Presently, there are 39

granted patents and 26 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors,

covering the lead product candidate PRP.

Presently, there are 45 granted,

allowed, or accepted patents and 20 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

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

1 unchanged sentence

candidate, PRP, through various stages of development.

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

shares of common stock (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split were made to the

Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been retroactively

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

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

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

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

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

The Certificate increased the number of authorized

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

The number of authorized

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

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

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

September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority in interest of the Company’s

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

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

the Company’s authorized capital stock.

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

stock, par value $ 0.001 per share, from 3,000,000,000 to 10,000,000,000 .

The number of authorized shares of preferred stock remains at

1,500,005 , such that the total number of shares of all classes and series the Company is authorized to issue is 10,001,500,005 shares.

The Certificate was filed and became effective on November 4, 2022.

This increase is presented retroactively on the condensed consolidated

balance sheet.

of Presentation

5 unchanged sentences

of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring

adjustments) necessary to present fairly our results of operations for the three and nine months ended March 31, 2022 and 2021 and cash

flows for the nine months ended March 31, 2022 and 2021 and our financial position at March 31, 2022 have been made.

The Company’s

results of operations for the three and nine months ended March 31, 2022 are not necessarily indicative of the operating results to be

expected for the full fiscal year ending June 30, 2022.

adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2022 and 2021

and cash flows for the three months ended September 30, 2022 and 2021 and our consolidated financial position at September 30, 2022 have

The Company’s results of operations for the three months ended September 30, 2022 are not necessarily indicative of

the operating results to be expected for the full fiscal year ending June 30, 2023.

information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have

4 unchanged sentences

is derived from those statements.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

of Consolidation

3 unchanged sentences

Propanc (UK) Limited

was an inactive subsidiary at March 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

was an inactive wholly-owned subsidiary through September 30, 2022.

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

5 unchanged sentences

financial statements include the estimates of useful lives for depreciation, valuation of the operating lease liability and related right-of-use

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

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

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

asset, valuation of derivatives, allowance for uncollectable receivables, valuation of equity based instruments issued for other than

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

lieu of spot rates on transaction dates.

Currency Translation and Other Comprehensive Income (Loss)

14 unchanged sentences

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

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

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

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

Effective fiscal year

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

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

other comprehensive income (loss).

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

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

three months ended March 31, 2022 and 2021, the Company recognized an exchange gain (loss) of approximately ($ 512,000 )

and $ 165,000,

respectively, and for the nine months ended March 31, 2022 and

2021, the Company recognized an exchanged gain (loss) of approximately $ 15,600

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

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

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

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

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

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

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

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

foreign currency transaction gain (loss).

As of September 30, 2022 and 2021, the Company recognized a cumulative exchange gain of

approximately $ 1,226,000

and $ 619,000 ,

on intercompany loans made by the parent to the

subsidiary which have not been repaid as of March 31, 2022.

of March 31, 2022 and June 30, 2021, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of

preparing the consolidated financial statements were as follows:

respectively, on intercompany loans made by the parent to the subsidiary which have not been repaid as of September 30,

2022 which is included as component of accumulated other comprehensive income on the accompanying unaudited condensed

consolidated balance sheet .

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

of preparing the consolidated financial statements were as follows:

SCHEDULE OF TRANSLATION EXCHANGE RATES

rate on balance sheet dates

September 30, 2022

June 30, 2022

Exchange rate on balance sheet dates

AUD exchange rate

exchange rate for the period

Average exchange rate for the period

AUD exchange rate

change in Accumulated Other Comprehensive Income by component during the nine months ended March 31, 2022 was as follows:

change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2022 was as follows:

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

Currency Items:

June 30, 2021

foreign currency translation gain

balance, March 31, 2022

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Balance, June 30, 2022

Unrealized foreign currency translation gain

Ending balance, September 30, 2022

Value of Financial Instruments and Fair Value Measurements

1 unchanged sentence

For certain financial instruments, including cash and

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

short maturities.

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

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

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

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

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

Company follows accounting guidance for financial assets and liabilities.

7 unchanged sentences

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

PROPANC BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

12 unchanged sentences

There were no cash equivalents

as of March 31, 2022 or June 30, 2021.

as of September 30, 2022 or June 30, 2022.

and Equipment

14 unchanged sentences

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through March 31, 2022 were expensed immediately.

products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2022 were expensed immediately.

This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

9 unchanged sentences

determinable.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Benefit Liability

4 unchanged sentences

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

All employee benefit liabilities are owed within the next

twelve months.

All employee liabilities are owed within the next twelve

Goods and Services Tax (“GST”)

3 unchanged sentences

which are disclosed as operating cash flows.

of March 31, 2022, and June 30, 2021, the Company was owed $ 2,216 and $ 4,341 , respectively, from the Australian Taxation Office.

amounts were fully collected subsequent to the balance sheet reporting dates.

of September 30, 2022, and June 30, 2022, the Company was owed $ 2,701 and $ 2,342 , respectively, from the Australian Taxation Office.

These amounts were fully collected subsequent to the balance sheet reporting dates.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

4 unchanged sentences

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

On July 1, 2019, the Company adopted ASU 2017-11 under which

down-round Features in Financial Instruments will no longer cause derivative treatment.

The Company applies the modified prospective

method of adoption.

On July 1, 2019 the Company adopted ASU 2017-11 under which down-round

Features in Financial Instruments will no longer cause derivative treatment.

The Company applied the modified prospective method of adoption.

There were no cumulative effects on adoption.

21 unchanged sentences

upon the adoption of ASC 740 and in subsequent periods.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Development Costs and Tax Credits

accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.

Total research and development costs for the three months ended March 31, 2022 and 2021 were $ 50,395 and $ 44,887 , respectively.

research and development costs for the nine months ended March 31, 2022 and 2021 were $ 147,702 and $ 145,898 , respectively.

Total research and development costs for the three months ended September 30, 2022 and 2021 were $ 101,325 and $ 46,554 , respectively.

Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis.

10 unchanged sentences

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

each of the nine months ended March 31, 2022 and 2021, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 55,250 and $ 112,277 , respectively, which is reflected as a tax benefit in the accompanying

unaudited condensed consolidated statements of operations and comprehensive income (loss).

each of the three months ended September 30, 2022 and 2021, the Company applied for, and received from the Australian Taxation Office,

a research and development tax credit in the amount of $ 0 for both periods, which is reflected as a tax benefit in the accompanying unaudited

condensed consolidated statements of operations and comprehensive income (loss).

Based Compensation

17 unchanged sentences

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

PROPANC BIOPHARMA, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

legal costs for litigation are charged to expense as incurred.

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

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

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

5 unchanged sentences

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

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

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

general and administrative expenses.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

and administrative expenses.

and Diluted Net Loss Per Common Share

10 unchanged sentences

note may not be converted during the first six-month period from the date of issuance .

The securities for the period ended March 31,

2022 and 2021 were considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

Such securities are considered dilutive securities

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

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

restricted stock

September 30, 2022

September 30, 2021

Stock Options

Stock Warrants with no designations

Series A Warrants as if converted at alternate cashless exercise price

2,030,789,846

Series B Warrants

Series C Warrants as if converted at alternate cashless exercise price *

7,499,962,500

Unvested restricted stock

Convertible Debt

10,418,784,886

* Only convertible ratably upon exercise of Series B Warrants

Accounting Pronouncements

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

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

and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40)”.

This ASU reduces the number of accounting models

for convertible debt instruments and convertible preferred stock.

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

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

In addition, this ASU improves

and amends the related EPS guidance.

This standard is effective for us on July 1, 2022, including interim periods within those fiscal

Adoption is either a modified retrospective method or a fully retrospective method of transition.

The Company is currently assessing

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

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion

and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own

equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible

instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation.

The standard is effective

for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those

reporting periods.

The Company is currently assessing the impact the new guidance will have on our consolidated financial statements.

2 – GOING CONCERN

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of the Company as a going concern.

For the nine months ended March 31, 2022, the Company had no revenues, had a net loss of $ 1,753,322 ,

For the three months ended September 30, 2022, the Company had no revenues, had a net loss of $ 617,295 ,

and had net cash used in operations of $ 509,315 .

Additionally, as of March 31, 2022, the Company had a working capital deficit, stockholders’

Additionally, As of September 30, 2022, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 2,784,564 , $ 2,767,535 , and $ 62,564,423 , respectively.

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However, there can be no assurances that any or all of these endeavors will be successful.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

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ability to obtain financing or future financial results is uncertain.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 – PROPERTY AND EQUIPMENT

and equipment consists of the following as of March 31, 2022 and June 30, 2021.

and equipment consist of the following As of September 30, 2022 and June 30, 2022.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

equipment at cost

September 30, 2022

June 30, 2022

Office equipment at cost

Accumulated depreciation

property, plant, and equipment

expense for the three months ended March 31, 2022 and 2021 were $ 490 and $ 523 , respectively.

Depreciation expense for the nine months

ended March 31, 2022 and 2021 were $ 1,503 , and $ 1,467 , respectively.

Total property, plant, and equipment

expense for the three months ended September 30, 2022 and 2021 were $ 473 and $ 509 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

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

The total amount owed to the former director

at March 31, 2022 and June 30, 2021 were $ 33,321

and $ 33,347 ,

respectively.

The Company plans to repay the advances as its cash resources allow (see Note 9).

5 – LOANS AND NOTES PAYABLE

The total amount owed the former director at September

30, 2022 and June 30, 2022 were $ 28,599 and $ 30,746 , respectively.

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

(see Note 9).

5 – LOAN FROM FORMER DIRECTOR – RELATED PARTY

from Former Director - Related Party

from the Company’s former director at March 31, 2022 and June 30, 2021 were $ 55,456 and $ 55,500 , respectively.

The loan bears no

interest and is payable on demand.

The Company did not repay any amount on this loan during the nine months ended March 31, 2022 and

2021, respectively (see Note 9).

from the Company’s former director at September 30, 2022 and June 30, 2022 was $ 47,597 and $ 51,171 , respectively.

The loan bears

no interest and is payable on demand.

The Company did not repay any amount on this loan during the three months ended September 30, 2022

and 2021, respectively (see Note 9).

6 – CONVERTIBLE NOTES

Company’s convertible notes outstanding at March 31, 2022 and June 30, 2021 were as follows:

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

OF CONVERTIBLE DEBT

notes and debenture

September 30, 2022

June 30, 2022

Convertible notes and debenture

Unamortized discounts

Accrued interest

Convertible notes, net

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Note Issued with Consulting Agreement

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convertible note.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and is currently past due (see Note 8).

note accrues interest at a rate of 10 % per annum and is convertible into common stock at the lesser of $ 750 or 65 % of the three lowest

trades in the ten trading days prior to the conversion.

The note was fully earned upon signing the agreement and matures on August 10,

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

in fiscal year 2018.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and was past due (see Note 8).

The note accrued

interest at a rate of 10 % per annum and was convertible into common stock at the lesser of $ 750 or 65 % of the three lowest trades in

the ten trading days prior to the conversion.

The note was fully earned upon signing the agreement and matured on August 10, 2019 .

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

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

Additionally, upon an event of default, at the election of the holder, the note would accrue interest at a default interest rate of 18 %

per annum or the highest rate of interest permitted by law.

Additionally,

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

the highest rate of interest permitted by law.

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

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

at fair value.

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

year ended June 30, 2019, the consultant converted an additional $ 161,000 of principal and $ 19,418 of interest leaving a principal balance

owed of $ 9,000 at June 30, 2019.

During the year ended June 30, 2020, the consultant converted an additional $ 500 of principal and $ 5,248

of interest such that the remaining principal outstanding and accrued interest under this note as of June 30, 2020 was $ 8,500 and $ 22,168 ,

respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

During the year ended June 30,

2019, the consultant converted an additional $ 161,000 of principal and $ 19,418 of interest leaving a principal balance owed of $ 9,000

at June 30, 2019.

During the year ended June 30, 2020, the consultant converted an additional $ 500 of principal and $ 5,248 of interest

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

March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the

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$ 100,000 in the form of a convertible note.

All other terms of the August 10, 2017 Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this note are waived unless the Company fails to authorize to distribute the requested

All other terms of the August 10, 2017 Convertible Note remained in full force and effect.

Both parties agreed that all future penalties under this note were waived unless the Company failed to authorize to distribute the requested

shares upon conversion.

The Company has the right to pay off the balance of any remaining amounts dues under this note in cash at any

The Company had the right to pay off the balance of any remaining amounts dues under this note in cash at any

time more than 60 days after March 15, 2021.

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Accordingly, the Company recognized

loss from settlement of debt of $ 43,238 during the year ended June 30, 2021.

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

the August 10, 2017 Convertible Note was $ 80,000 and $ 3,738 , respectively, as of June 30, 2021 following conversion of $ 20,000 of principal

during the year ended June 30, 2021.

The total principal amount outstanding under the August 10, 2017 Convertible Note was $ 80,000 and

accrued interest of $ 14,585 as of March 31, 2022.

Fund Financing Agreements

30, 2019 Securities Purchase Agreement

August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant to which

Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the aggregate principal

amount of $ 550,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

The transaction closed on August 30, 2019 and the Company received payment on September 4, 2019 in the amount of $ 550,000 ,

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

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

The August 30, 2019 Auctus Note

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

date or upon acceleration or by prepayment.

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

a $ 366,667 put premium.

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

Any amount of principal

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

Additionally,

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

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

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

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

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

Upon the holder’s election to convert

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

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

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

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

of conversion.

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

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

the Company’s common stock.

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

450 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject to the

limitations and conditions set forth in such First Warrant at an “Exercise Price” of $ 2,250 .

In connection with the issuance

of the Note, the Company issued a common stock purchase warrant to Buyer to purchase 300 shares of the Company’s common stock (the

“Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Second

Warrant at an “Exercise Price” of $ 3,330 .

In connection with the issuance of the Note, the Company shall issue a common stock

purchase warrant to Buyer to purchase 225 shares of the Company’s common stock (the “Third Warrant”) as a commitment

fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise Price” of

The First Warrant, Second Warrant, and Third Warrant were collectively be referred as the “Warrants”.

have an “Exercise Period” of five years from the date of issuance being August 30, 2019.

Under the terms of the Purchase

Agreement and the Warrants, the Selling Security Holder may not either convert the Notes nor exercise the Warrants to the extent (but

only to the extent) that the Selling Security Holder or any of its affiliates would beneficially own a number of shares of our Common

Stock which would exceed 4.99 % of our outstanding shares.

The Company accounted for the warrants by using the relative fair value method

and recorded debt discount from the relative fair value of the warrants of $ 375,905 using a simple binomial lattice model.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration

Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock underlying

the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein).

The Registration Rights

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

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

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

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

Other Agreements.

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

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

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

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

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

and accrued interest of $ 486 as of June 30, 2020 following conversion of $ 191,035 of the principal balance and $ 43,176 of accrued interest

during the year ended June 30, 2020.

Accordingly, $ 127,356 of the put premium was released in respect of the August 30, 2019 Auctus Note

during the year ended June 30, 2020 following conversion of the principal balance.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 32,848

and accrued interest of $ 0 as of June 30, 2021 following conversion of $ 326,117 of the principal balance and $ 39,536 of accrued interest

during the year ended June 30, 2021.

Accordingly, $ 217,411 of the put premium was released in respect of the August 30, 2019 Auctus Note

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

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

accrued interest of $ 0 as of March 31, 2022 following conversion of $ 32,848 of the principal balance and $ 716 of accrued interest during

the nine months ended March 31, 2022.

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

during the nine months ended March 31, 2022 following conversion of the principal balance.

Accordingly, there was no outstanding principal

balance as of March 31, 2022.

loss from settlement of debt of $ 43,238 during fiscal year 2021.

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 79,000 and $ 10,185 , respectively, as

of June 30, 2022 following conversion of $ 1,000 of principal and $ 8,000 accrued interest during the year ended June 30, 2022.

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 as of September 30, 2022 following

conversion of $ 79,000 of principal and $ 9,543 accrued interest during the three months ended September 30, 2022.

Bridge Securities Purchase Agreements

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

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

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

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting

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

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

prior written notice by the Crown Bridge to the Company.

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

Company recorded a $ 72,000 put premium .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to 60% ( representing a 40% discount) of the lowest closing

bid price (“Lowest Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice

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

Notwithstanding the foregoing, Crown Bridge shall be

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

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

up to 9.99 % upon 60 days prior written notice by the Crown Bridge to the Company.

The note is treated as stock settled debt under ASC

480 and accordingly the Company recorded a $ 72,000 put premium.

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

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

of $ 23,489 as of March 31, 2022.

Holdings Securities Purchase Agreements

10, 2020 Securities Purchase Agreement

December 10, 2020, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased

a convertible promissory note (the “December 10, 2020 GW Note”) from the Company in the aggregate principal amount of $ 131,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW Holdings anytime

from the issuance of the December 10, 2020 GW Holdings Note.

The transactions contemplated by the GW Holdings Securities Purchase Agreement

closed on December 10, 2020.

Pursuant to the terms of the GW Holdings Securities Purchase Agreement, the lender deducted $ 6,000 from

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

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

The maturity date of the December

10, 2020 GW Holdings was December 10, 2021.

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

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

but shall not be payable until the December

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

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

due and payable.

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

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

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

Additionally,

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

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

which was an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of such notes plus any interest

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

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

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

a Notice of Conversion is received.

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

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

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

by the GW Holdings to the Company .

note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 87,333 put premium.

total principal amount outstanding under the above December 10, 2020 GW Holdings financing agreement, was $ 90,000 and accrued interest

of $ 4,636 as of June 30, 2021 following conversion of $ 41,000 of the principal balance and $ 1,084 of accrued interest during the year

ended June 30, 2021.

Accordingly, $ 27,333 of the put premium was reclassed to additional paid in capital in respect of the October 1,

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

of March 31, 2022 following conversion of $ 90,000 of the principal balance, $ 7,885 of accrued interest and $ 4,000 default penalty during

the nine months ended March 31, 2022.

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

of the December 10, 2020 GW Holdings Note during the nine months ended March 31, 2022 following conversion of the principal balance.

Roth Remark Securities Purchase Agreements

5, 2021 Securities Purchase Agreement

January 5, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “January 5, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 68,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

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

The January 5, 2021 Geneva Roth contained

an original issue discount of $ 3,500 .

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

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

The January 5, 2021 Geneva Roth Note bore interest

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

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

by prepayment.

16, 2021 Securities Purchase Agreement

March 16, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “March 16, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 63,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

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

The March 16, 2021 Geneva Roth contained an

original discount of $ 3,500 .

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

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

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

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

but shall not

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

19, 2021 Securities Purchase Agreement

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

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

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

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

The August 19, 2021 Geneva Roth contained

an original discount of $ 3,750 .

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

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

The August 19, 2021 Geneva Roth Note bore interest at

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

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

22, 2021 Securities Purchase Agreement

Additionally,

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

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

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

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

The September 22,

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

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

Roth for general working capital purposes.

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

The September

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

of the Company’s common stock;

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

at the maturity date or upon acceleration or by prepayment.

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

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

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

After this initial 180-day period, the Company

does not have a right to prepay such notes.

of $ 28,398 as of September 30, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Notwithstanding

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

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

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 161,269 put premium

for the four notes with $ 90,192 recorded in the nine months ended March 31, 2022 .

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

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

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

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

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 132,000 and accrued interest of $ 3,477 as

of June 30, 2021 following conversion of $ 78,000 of the principal balance and $ 3,120 accrued interest during the year ended June 30,

Accordingly, $ 42,000 of the put premium was released in respect of the Geneva Roth financing agreements during the year ended June

30, 2021 following conversion of the principal balance.

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 29,750 and accrued interest of $ 2,654 as of

March 31, 2022 following conversion of $ 269,750 of the principal balance and $ 9,430 accrued interest during the nine months ended March

Accordingly, $ 145,250 of the put premium was released to additional paid in capital in respect of the Geneva Roth financing

agreements during the nine months ended March 31, 2022 following conversion of the principal balance.

Street Lending Securities Purchase Agreements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

21, 2021 Securities Purchase Agreement

3 unchanged sentences

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

21, 2021 Sixth Street contains an original discount of $ 3,750 .

The Company intends to use the net proceeds from the October 21, 2021

Sixth Street for general working capital purposes.

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

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

for general working capital purposes.

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

October 21, 2021 Sixth Street Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Sixth Street

in shares of the Company’s common stock;

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

whether at the maturity date or upon acceleration or by prepayment.

The October 21,

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

the Company’s common stock;

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

maturity date or upon acceleration or by prepayment.

26, 2021 Securities Purchase Agreement

3 unchanged sentences

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

The November 26, 2021 Sixth Street contains

an original discount of $ 3,750 .

The Company intends to use the net proceeds from the November 26, 2021 Sixth Street for general working

capital purposes.

The November 26, 2021 Sixth Street contained

debt issue costs of $ 3,750 .

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

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

The November 26, 2021 Sixth Street

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

common stock;

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

upon acceleration or by prepayment.

The November 26, 2021 Sixth Street Note bore interest

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

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

or by prepayment.

4, 2022 Securities Purchase Agreement

4 unchanged sentences

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

The January 4, 2022 Sixth Street contains

an original discount of $ 3,750 .

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

capital purposes.

The January 4, 2022 Sixth Street contained

debt issue costs of $ 3,750 .

The Company used the net proceeds from the January 4, 2022 Sixth Street for general working capital purposes.

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

The January 4, 2022 Sixth Street Note

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

common stock;

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

acceleration or by prepayment.

The January 4, 2022 Sixth Street Note bore interest at

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

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

by prepayment (see conversions below).

7, 2022 Securities Purchase Agreement

Additionally,

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

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

aggregate principal amount of $ 68,750 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of Sixth Street

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

The March 7, 2022 Sixth Street contained debt issue

costs of $ 3,750 .

The Company used the net proceeds from the March 7, 2022 Sixth Street for general working capital purposes.

The maturity date of the

March 7, 2022 Sixth Street Note is March

The March 7, 2022 Sixth Street Note bore interest at a rate of 8 %

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

but shall not be

payable until the March 7, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration or by

prepayment (see conversions below).

12, 2022 Securities Purchase Agreement

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

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

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

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

The April 12, 2022 Sixth Street contains debt issue

costs of $ 3,750 .

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

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

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

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

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

12, 2022 Securities Purchase Agreement

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

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

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

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

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

The Company intends to use the net proceeds from the May 12, 2022 1800

Diagonal Note for general working capital purposes.

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

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

of the Company’s common stock;

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

maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

30, 2022 Securities Purchase Agreement

Additionally,

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

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

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

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

The March 7, 2022 Sixth Street contains an

original discount of $ 3,750 .

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

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

The March 7, 2022 Sixth Street Note bears interest

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

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

by prepayment.

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

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

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

After this initial 180-day period, the

Company does not have a right to prepay such notes.

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

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

Notwithstanding the foregoing, Sixth Street shall be restricted from effecting a conversion if such conversion, along

with other shares of the Company’s common stock beneficially owned by Sixth Street and its affiliates, exceeds 9.99 % of the

outstanding shares of the Company’s common stock.

These notes are treated as stock settled debt under ASC 480 and accordingly

the Company recorded a total of $ 134,615 put premium .

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

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC, which closed on July 11, 2022,

pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 11, 2022 1800 Diagonal Note”) from the

Company in the aggregate principal amount of $ 105,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of 1800 Diagonal any time after 180 days of the July 11, 2022 1800 Diagonal Note.

The July 11, 2022 1800 Diagonal

Note contains debt issue cost of $ 3,750 .

The Company intends to use the net proceeds from the July 11, 2022 1800 Diagonal Note for general

working capital purposes.

The maturity date of the July 11, 2022 1800 Diagonal Note is June 30, 2023.

The 1800 Diagonal Note bears interest

at a rate of 8 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of the Company’s common stock;

but shall not be payable until the July 11, 2022 1800 Diagonal Note becomes payable, whether at the maturity date or upon acceleration

or by prepayment.

following terms shall apply to all the above 1800 Diagonal notes:

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

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

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

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above 1800 Diagonal notes shall be equal to 65 %

(representing a 35% discount) of the market price which means the average of the lowest three trading prices of the Common Stock for

the ten trading days immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, 1800

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

stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 %

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

All of the above 1800 Diagonal notes are treated as stock settled

debt under ASC 480 and accordingly the Company recorded a total of $ 262,500

put premium of which $ 56,538 was recorded during the three months ended September 30, 2022.

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

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

1 unchanged sentence

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

total principal amount outstanding under the above Sixth Street financing agreements were $ 250,000 and accrued interest of $ 5,285 as

of March 31, 2022.

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

receipt of a notice of conversion, as well as certain customary events of default, including, among others, breach of covenants, representations

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

events of default shall include, among others:

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

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

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

of the Company;

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

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

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

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

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

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

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

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

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

Exchange Act.

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

1800 Diagonal notes within three business days of a notice of conversion by 1800 Diagonal, the Company shall incur a penalty of $ 1,000

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

the transfer agent.

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

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

to the then outstanding principal amount of the above 1800 Diagonal notes plus any interest accrued upon such event of default or prior

events of default (the “Default Amount”).

Further upon the occurrence and during the continuation of any event of default

specified in section 3.2 as defined in the 1800 Diagonal note agreements and relates to the failure to issue shares of the Company’s

common stock upon the conversion of 1800 Diagonal notes, such above 1800 Diagonal notes shall become immediately due and payable in an

amount equal to the Default Amount multiplied by two.

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 265,000 and accrued interest of $ 6,081 as

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

Accordingly, $ 63,269 of the put premium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements

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

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 237,500 and accrued interest of $ 5,838 as

of September 30, 2022 following conversion of $ 132,500 of the principal balance and $ 5,300 accrued interest during the three months ended

September 30, 2022.

Accordingly, $ 71,346 of the put premium was released to additional paid in capital in respect to the 1800 Diagonal

financing agreements during the three months ended September 30, 2022 following conversion of the principal balance.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Capital Securities Purchase Agreements

4 unchanged sentences

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

The December 7, 2021 ONE44 contains an original discount

of $ 25,500 .

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

date of the December 7, 2021 ONE44 is December 7, 2022.

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

may be paid by the Company to ONE44 in shares of the Company’s common stock;

but shall not be payable until the December 7, 2021

ONE44 Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

The December 7, 2021 ONE44 contained an original discount

and debt issue cost for a total of $ 25,500 .

The Company used the net proceeds from the December 7, 2021 ONE44 for general working capital

The maturity date of the December 7, 2021 ONE44 is December 7, 2022 .

The December 7, 2021 ONE44 bore interest at a rate of

10 % per annum, which interest may be paid by the Company to ONE44 in shares of the Company’s common stock;

but shall not be payable

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

29, 2022 Securities Purchase Agreement

3 unchanged sentences

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

The December 7, 2021 ONE44 contains an original discount of $ 18,000 .

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

The maturity date of the March 29,

2022 ONE44 is March 29, 2023.

The March 29, 2022 ONE44 bears interest at a rate of 10 % per annum, which interest may be paid by the Company

to ONE44 in shares of the Company’s common stock;

but shall not be payable until the March 29, 2022 ONE44 Note becomes payable,

whether at the maturity date or upon acceleration or by prepayment.

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

a total of $ 18,000 .

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

maturity date of the March 29, 2022 ONE44 is March 29, 2023 .

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

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

but shall not be payable until the March

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

15, 2022 Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement with ONE44 Capital LLC, pursuant to which ONE44 Capital purchased

a convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $ 110,000 ,

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

time after the six-month anniversary of the August 15, 2022 ONE44 Note.

The transaction contemplated by the ONE44 Purchase Agreement

closed on August 16, 2022.

The August 15, 2022 One44 Note contains an original issue discount amount of $ 10,000 .

Pursuant to the terms

of the August 15, 2022 ONE44 Purchase Agreement, the Company will pay ONE44 Capital’s legal fees of $ 5,500 .

The Company intends

to use the net proceeds from the August 15, 2022 ONE44 Note for general working capital purposes.

The maturity date of the August 15,

2022 One44 Note is August 15, 2023 .

The August 15, 2022 ONE44 Note shall bear interest at a rate of 10% per annum, which interest may

be paid by the Company to ONE44 Capital in shares of common stock, but shall not be payable until the Maturity Date or upon acceleration or by prepayment

following terms shall apply to all the above ONE44 notes:

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

3 unchanged sentences

does not have a right to prepay such notes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price for the above ONE44 notes shall be equal to a 65 %

discount of the market price which means the average of the lowest three trading prices of the Common Stock for the ten trading days

immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, ONE44 shall be restricted from effecting

a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by ONE44 and its affiliates,

exceeds 4.99 %

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

These notes are treated as stock settled debt under ASC 480 and accordingly

the Company recorded a total of $ 156,154

conversion price for the above ONE44 notes shall be equal to 65 % (representing a 35% discount) of the market price which means the

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

Notwithstanding

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

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

All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 215,385

put premium of which $ 59,231 was recorded during the three months ended September 30, 2022.

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

3 unchanged sentences

events of default may trigger penalty and liquidated damage provisions.

total principal amount outstanding under the above ONE44 financing agreements were $ 290,000 and accrued interest of $ 5,375 as of March

In the event that the Company fails to deliver to ONE44 shares

of common stock issuable upon conversion of principal or interest under the ONE44 note, the penalty shall be $ 250 per day the shares

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

This penalty shall increase

to $ 500 per day beginning on the 10 th day.

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

ONE44 notes shall incur penalty and will increase the outstanding principal amounts by 20 %.

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

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

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

June 30, 2022 following conversion of the principal balance.

total principal amount outstanding under the above ONE44 financing agreements were $ 230,000 and accrued interest of $ 7,438 as of September

30, 2022 following conversion of $ 115,700 of the principal balance and $ 7,487 accrued interest during the three months ended September

Accordingly, $ 62,300 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements

during the three months ended September 30, 2022 following conversion of the principal balance.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Capital Partners Securities Purchase Agreements

12, 2022 Securities Purchase Agreement

August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS Capital

Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a convertible redeemable note (the “GS Capital

Note”) from the Company in the aggregate principal amount of $ 93,000 , such principal and the interest thereon convertible into

shares of the Company’s common stock at the option of GS Capital.

The transaction contemplated by the GS Capital Purchase Agreement

closed on August 16, 2022.

The GS Capital Note contains a $ 5,000 original issue discount.

Pursuant to the terms of the GS Purchase Agreement,

the Company paid GS Capital’s legal fees of $ 3,000 .

The Company intends to use the net proceeds from the GS Capital Note for general

working capital purposes.

maturity date of the GS Capital Note is April 12, 2023 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

GS Capital is entitled, at its

option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding

into shares of the Company’s common stock at a price for each share of Common Stock (“Conversion Price”) of $0.0028

per share (the “Fixed Price”).

However, in the event the Company’s common stock trades below $0.002 per share

for more than five (5) consecutive trading days, then the Fixed Price shall be equal to $0.0013 per share.

In the event of default, the

Conversion Price shall be equal to 65 % of the lowest trading price of the common stock as reported on the OTC Markets on which the Company’s

shares are then traded or any exchange upon which the common stock may be traded in the future, for the ten prior trading days including

the day upon which a Notice of Conversion is received by the Company.

GS Capital is restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by GS Capital, exceeds 4.99 % of the outstanding shares

of the Company’s common stock.

21, 2022 Securities Purchase Agreement

September 21, 2022, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 , such principal and the interest

thereon convertible into shares of the Company’s common stock at the option of GS Capital.

The transaction contemplated by the

GS Capital Purchase Agreement closed on September 26, 2022.

The GS Capital Note contains a $ 4,000 original issue discount.

the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 .

The Company intends to use the net

proceeds ($67,500) from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is March 21, 2023 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock, but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

GS Capital is entitled, at its

option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding

into shares of the Company’s common stock (the “Common Stock”) at a price for each share of Common Stock (“Conversion

Price”) of $0.002 per share (the “Fixed Price”).

However, in the event the Company’s Common Stock trades

below $0.0014 per share for more than five (5) consecutive trading days, then the Fixed Price shall be equal to $0.0009 per share.

the event of default, the Conversion Price shall be equal to 65 % of the lowest trading price of the Common Stock as reported on the OTC

Markets on which the Company’s shares are then traded or any exchange upon which the Common Stock may be traded in the future,

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

GS Capital is restricted

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

Capital, exceeds 4.99 % of the outstanding shares of the Company’s Common Stock.

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

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

under the terms of the notes, at a premium ranging from 110 % to 125 % as defined in the note agreement.

After this initial 180-day period,

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

the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate of 24 % per

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

that the Company fails to deliver to GS Capital shares of Common Stock issuable upon conversion of principal or interest under the above

GS Capital notes, the penalty shall be $ 250 per day the shares are not issued beginning on the 4 th day after the conversion

notice was delivered to the Company.

This penalty shall increase to $ 500 per day beginning on the 10 th day.

In an event of

breach of section 8m as defined in the GS Capital note agreement, such GS Capital note shall incur penalty and will increase the outstanding

principal amounts by 20 %.

total principal outstanding and accrued interest under the above GS Capital notes were $ 164,500 and $ 1,140 , respectively, as of September

An aggregate total of $ 164,500 of the above GS Capital notes were bifurcated with the embedded conversion option which were

recorded as derivative liabilities at fair value (see Note 11).

notes in default

is one convertible note that is currently past due and in default, consisting of $ 65,280 principal and $ 28,398 accrued interest which

includes interest accruing at the default interest rate at 15 %.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

of debt discounts

Company recorded $ 66,000 and $ 16,000 of debt discounts (including warrants, derivatives, debt issue costs and original issue discounts)

related to the above note issuances during the nine months ended March 31, 2022 and 2021, respectively.

The Company recorded $ 380,961

and $ 200,410 of put premiums related to the above note issuances during the nine months ended March 31, 2022 and 2021, respectively.

The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability

released to additional paid in capital on conversion of the principal.

of all debt discounts for the three months ended March 31, 2022 and 2021 was $ 13,647 and $ 4,119 , respectively.

Amortization of all debt

discounts for the nine months ended March 31, 2022 and 2021 was $ 24,942 and $ 130,418 , respectively.

Company reclassified $ 227,150 and $ 448,573 in put premiums to additional paid in capital following conversions during the nine months

ended March 31, 2022 and 2021, respectively.

Company recorded $ 127,418 and $ 7,500 of debt discounts related to the above note issuances during the three months ended September 30,

2022 and 2021, respectively.

The Company recorded $ 115,769 and $ 90,192 of put premiums related to the above note issuances during the

three months ended September 30, 2022 and 2021, respectively.

The debt discounts are being amortized over the term of the debt and the

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

of all debt discounts for the three months ended September 30, 2022 and 2021 was $ 31,275 and $ 6,074 , respectively.

Company reclassified $ 133,646 and $ 109,643 in put premiums to additional paid in capital following conversions during the three months

ended September 30, 2022 and 2021, respectively.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

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

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

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

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

and responding to a changing corporate environment.

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

Securities and Exchange Commission

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

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

shares of common stock (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split were made to the

Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been retroactively

adjusted as of the earliest period presented in the unaudited condensed consolidated financial statements to reflect the Reverse Stock

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

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

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

the Company’s authorized capital stock.

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

stock, par value $ 0.001 per share, from 1,000,000,000 to 3,000,000,000 .

The number of authorized shares of preferred stock remains at

1,500,005 , such that the total number of shares of all classes and series the Company is authorized to issue is 3,001,500,005 shares.

September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority in interest of the Company’s

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

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

the Company’s authorized capital stock.

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

stock, par value $ 0.001 per share, from 3,000,000,000 to 10,000,000,000 .

The number of authorized shares of preferred stock remains at

1,500,005 , such that the total number of shares of all classes and series the Company is authorized to issue is 10,001,500,005 shares.

The Certificate was filed and became effective on November 4, 2022.

This increase is presented retroactively on the condensed consolidated

balance sheet.

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.

12 unchanged sentences

power over these shares.

500,000 shares of Series A Preferred Stock are issued and outstanding as of March 31, 2022 and June 30, 2021.

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

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

3 unchanged sentences

stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of

One share of Series B Preferred Stock is issued and outstanding as of March 31, 2022 and June 30, 2021.

One share of Series B Preferred Stock is issued and outstanding as of September 30, 2022 and June 30, 2022.

directly beneficially owns such one share of Series B Preferred Stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during the nine months ended March 31, 2022 and

fiscal year 2021.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during the three months ended September 30, 2022

and fiscal year 2022.

issued for Common Stock Purchase Agreement

4 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

16 unchanged sentences

or (ii) an aggregate value of $ 250,000 .

Company agreed to pay to Dutchess a commitment fee for entering into the Purchase Agreement of 1,000,000 restricted shares of the Company’s

common stock.

The 1,000,000 shares of common stock were valued at approximately $ 0.02 per share or $ 20,000 , being the closing price of

the stock on November 30, 2021, the date of grant.

The shares were issued on December 10, 2021.

The Company recorded deferred offering

cost of $ 20,000 as reflected in the accompanying condensed consolidated balance sheet as of March 31, 2022.

Company defers these costs until such time that the associated financing is completed.

Upon completion and recognition of the proceeds,

any deferred financing costs will be reported as a direct deduction from the amount of the proceeds received.

If it is determined that

the contemplated financing will not be completed any amounts deferred will be expensed.

July 13, 2022, the Company issued 14,336,712 shares of its common stock at an average price per share of approximately $ 0.002 , as a result

of delivering one draw down notice to the Investor.

Consequently, the Company received gross aggregate proceeds of $ 24,711 from such

draw down notice.

The Company received $ 23,758 of a previously recorded subscription receivable during the three months ended September

issued for conversion of convertible debt

July 1, 2021 through March 31, 2022, the Company issued an aggregate of 30,488,831 shares of its common stock at an average contractual

conversion price of $ 0.02 , ranging from $ 0.01 to $ 0.04 , as a result of the conversion of principal of $ 392,599 , interest of $ 22,031 and

conversion fees $ 2,250 underlying certain outstanding convertible notes converted during such period.

of June 30, 2022, there was common stock issuable of 7,326,007 from the conversion of debt during fiscal 2022.

The common stock issuable

of 7,326,007 were issued on July 12, 2022.

July 1, 2022 through September 14, 2022, the Company issued an aggregate of 264,492,661 shares of its common stock at an average contractual

conversion price of $ 0.001 as a result of the conversion of principal of $ 327,200 , and accrued interest of $ 22,330 underlying certain

outstanding convertible notes converted during such period.

The total recorded to equity was $ 456,939 .

Company reclassified $ 227,150 from put premium liabilities to additional paid in capital following conversions during the nine months

ended March 31, 2022.

Company reclassified $ 133,646 from put premium liabilities to additional paid in capital following conversions during the three months

ended September 30, 2022.

the three months ended September 30, 2022, converted notes - principal of $ 79,000 and accrued interest of $ 9,543 contained bifurcated

embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued upon conversion was $ 195,952 resulting

in a loss on extinguishment at the time of conversion of $ 107,409 and $ 106,799 of derivative fair value was recorded as a gain on extinguishment

at the time of conversion, resulting in a net loss of $ 610 .

Company has 1,565,029,216 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at March 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

financing agreements at September 30, 2022.

issued for services and accrued expenses

August 12, 2021, the Board approved the issuance of 2,800,000 shares of the Company’s common stock for bonus payable of $ 84,000

as of June 30, 2021 to an employee who is the wife of the CEO of the Company.

The 2,800,000 shares of common stock were valued at approximately

$ 0.03 per share or $ 87,920 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 3,920 during the nine months ended March 31, 2022 and reclassified bonus payable of $ 84,000

to additional paid in capital upon issuance.

August 12, 2021, the Board approved the issuance of 166,667 shares of the Company’s common stock for legal services rendered for

the month of August 2021.

The 166,667 shares of common stock were valued at approximately $ 0.05 per share or $ 7,883 , being the closing

price of the stock on August 31, 2021, the date of grant.

The shares were issued on September 3, 2021.

The Company recorded stock-based

compensation of $ 7,883 during the nine months ended March 31, 2022.

September 2021, the Company issued 2,819,712 shares of the Company’s common stock to a consultant for services rendered from July

2021 to September 2021.

The Company issued 2,819,712 shares of the Company’s common stock valued at approximately $ 0.04 per share

or $ 104,611 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 104,611 during the nine months ended March 31, 2022.

January 20, 2022, the Board approved the issuance of 666,667 shares of the Company’s common stock for legal services rendered in

January 2022.

The 666,667 shares of common stock were valued at approximately $ 0.03 per share or $ 20,000 , being the average closing prices

of the stock for the month of January 2022, the date of grant.

The Company recorded stock-based compensation of $ 20,000 during the nine

months ended March 31, 2022.

January 24, 2022, the Company issued 2,274,224 shares of the Company’s common stock to a consultant for services rendered from

October 2021 to December 2021.

The Company issued 2,274,224 shares of the Company’s common stock valued at approximately $ 0.02

per share or $ 45,030 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based

compensation of $ 45,030 during the nine months ended March 31, 2022.

February 17, 2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to a consultant for services

rendered upon the termination of the consulting agreement (see Note 8).

The Company valued the shares at approximately $ 0.02 per share

or $ 24,000 being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 24,000 during the nine months ended March 31, 2022.

The shares were issued on April 7, 2022.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with James Nathanielsz (“Nathanielsz”), Chief Executive

Officer and Director of the Company, whereby Nathanielsz agreed to cancel his cash compensation bonus award for fiscal year 2021, ended

June 30, 2021, in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment

Agreement dated May 14, 2019 (the “Agreement”).

Pursuant to the terms of the Agreement, Nathanielsz was eligible to earn

an annual fiscal year cash performance bonus for each fiscal year of his employment period with the Company with a target performance

bonus of 200 % of his average annualized base salary during the fiscal year for which the performance bonus is earned.

On July 20, 2021,

Nathanielsz was awarded a “target” bonus of 78 %, or $ 177,840 USD (the “Debt”) for the fiscal year ended June

30, 2021, by the Company’s Board of Directors (the “Board”).

Pursuant to the Cancellation Agreement, Nathanielsz agreed

to cancel this Debt in exchange for 5,928,000 shares of the common stock of the Company (the “Shares”), valued at approximately

$ 0.03 per share or $ 186,139 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 8,299 during the nine months ended March 31, 2022 and reclassified bonus payable of $ 177,840

to additional paid in capital upon issuance.

Cancellation Agreement

August 12, 2021, the Company entered into a Cancellation Agreement with Dr.

Julian Kenyon (“Kenyon”), Chief Scientific Officer

and Director of the Company, whereby Kenyon agreed to cancel of $ 102,600 USD of accrued salary due him as of June 30, 2021, pursuant

to that certain Amended and Restated Services Agreement by and between Kenyon and the Company, dated May 14, 2019, in exchange for 3,420,000

shares of common stock of the Company (the “Shares”), valued at approximately $ 0.03 per share or $ 107,388 , being the closing

price of the stock on the date of grant.

The shares were issued on August 17, 2021.

The Company recorded stock-based compensation of

$ 4,788 during the nine months ended March 31, 2022 and reclassified accrued expenses of $ 102,600 to additional paid in capital upon issuance.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Amended and Restated Director Agreement

August 12, 2021, the Company entered into an Amended and Restated Director Agreement (the “Director Agreement”) with Josef

Zelinger (“Zelinger”).

Pursuant to the terms of the Director Agreement, the Company shall pay Zelinger a base salary of $ 250.00

AUD ($ 184 USD) per month, payable on the first day of each month.

In addition, the Company may compensate Zelinger additional consideration

for advisory services performed by the Director, either in the form of cash or common stock, at the discretion of the Board.

issued 2,800,000 shares of common stock of the Company for accrued director services of $ 84,000 as of June 30, 2021.

The 2,800,000 shares

of common stock were valued at approximately $ 0.03 per share $ 87,920 , being the closing price of the stock on the date of grant.

shares were issued on August 17, 2021.

The shares were issued on August 17, 2021.

The Company recorded stock-based compensation of $ 3,920

during the nine months ended March 31, 2022 and reclassified accrued expenses of $ 84,000 to additional paid in capital upon issuance.

of June 30, 2022, there was common stock issuable of 12,270,958 for services rendered during fiscal 2022.

The common stock issuable of

12,270,958 were issued on July 1, 2022.

issued for exercise of warrants

July 9, 2021 through March 22, 2022, the Company received aggregate gross proceeds of $ 475,000 from the exercise of 11,875 Series B Warrants

and issued 10,625 shares of common stock and 1,250 shares of common stock issuable as of March 31, 2022.

In April 2022, the Company issued

the 1,250 shares of common stock.

the nine months ended March 31, 2022, the Company issued 18,599,907

shares of common stock from the alternate

cashless exercise of 93 Series A warrants with an original exercise price of $ 200

and alternate cashless exercise price of $ 0.001 .

The “Alternate Cashless Exercise” provision, for a cashless conversion at the holder’s option, is available should

the trading price of the Company’s common stock fall below $ 200

per share calculated based on the difference

between the exercise price of the Series A Warrant and 70 %

July 29, 2022 and September 9, 2022, the Company received gross proceeds of $ 100,000 from the exercise of 2,500 Series B Warrants and

issued 1,250 shares of common stock and common stock issuable of 1,250 .

The common stock issuable of 1,250 were issued in October 2022.

the three months ended September 30, 2022, the Company issued 158,399,208 shares of common stock from the alternate cashless exercise

of 792 Series A warrants with an original exercise price of $ 200 and alternate cashless exercise price of $ 0.001 .

The Alternate Cashless

Exercise provision, for a cashless conversion at the holder’s option, is available should the trading price of the Company’s

common stock fall below $ 200 per share calculated based on the difference between the exercise price of the Series A Warrant and 70 %

of the market price.

3 unchanged sentences

and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 237,389

and $ 445,631

and a corresponding reduction of income available

to common stockholders upon the alternate cashless exercise of these warrants for the three and nine months ended March 31, 2022, respectively.

following table summarizes warrant activity for the nine months ended March 31, 2022:

OF STOCKHOLDERS EQUITY NOTE WARRANTS OR RIGHTS

at June 30, 2021

at March 31, 2022

and Exercisable:

average remaining contractual term

intrinsic value

stock warrants were granted during the nine months ended March 31, 2022.

Accordingly, the Company recognized a deemed dividend of $ 389,235 during the three months ended September 30, 2022 and a corresponding

increase in loss available to common stockholders upon the alternate cashless exercise of these warrants.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

summary of the Company’s option activity during the nine months ended March 31, 2022 is presented below:

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

at June 30, 2021

at March 31, 2022

and Exercisable:

average remaining contractual term

average fair value of options granted during the period

intrinsic value

the three months ended March 31, 2022 and 2021, the Company recognized stock-based compensation of $ 20,718 and $ 20,718 , respectively

related to vested stock options.

During the nine months ended March 31, 2022 and 2021, the Company recognized stock-based compensation

of $ 62,154 and $ 62,154 , respectively related to vested stock options.

There was $ 10,359 of unvested stock options expense as of March

31, 2022 that will be recognized through May 2022 or 0.12 year.

No stock options were granted during the nine months ended March 31,

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

to employment agreements dated in May 2019, the Company granted an aggregate of 78 and 39 restricted stock units to the Company’s

Chief Executive Officer and Chief Scientific Officer, respectively.

The total 117 restricted stock units are subject to vesting terms

as defined in the employment agreements.

The 117 restricted stock units were valued at the fair value of $ 4,250 per unit or $ 497,240

based on the quoted trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense as of September

30, 2022 and June 30, 2022.

There are 59 unvested restricted stock units which are subject to various performance conditions which have

not yet been met and such restricted stock units have not yet vested as of September 30, 2022 and June 30, 2022 to which the $ 248,620

following table summarizes warrant activity for the three months ended September 30, 2022:

OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2022

Outstanding at September 30, 2022

Exercisable at September 30, 2022

Outstanding and Exercisable:

Weighted average remaining contractual term

Aggregate intrinsic value

total warrants of 3,406,128 above consisted of the following:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

Series B warrants

Series C warrants

Warrants with no class designation

August 16, 2022, the Company entered into an agreement with a certain consultant to provide services over a three-month period in exchange

for 1,000,000 warrants to purchase the Company’s common stock at $ 0.01 per share with an expiry date of August 16, 2025 .

market value of the warrants was $ 2,408 on the date of grant as calculated under the Black Scholes Option Pricing model with the following

stock price at valuation date of $ 0.0026 based on quoted trading price on date of grant, exercise price of $ 0.01 , dividend

yield of zero , years to maturity of 3.00 , a risk-free rate of 3.19 %, and expected volatility 236 % .

The Company recorded $ 2,408 of stock-based

compensation expenses with respect to the grant of such warrants during the three months ended September 30, 2022.

August 16, 2022, the Company and a third-party investor relations consultant agreed to settle an outstanding payable of $ 23,050 in exchange

for 2,305,000 warrants to purchase the Company’s common stock at $ 0.01 per share with an expiry date of August 16, 2025.

market value of the warrants was $ 5,551 on the date of grant as calculated under the Black Scholes Option Pricing model with the following

stock price at valuation date of $ 0.0026 based on quoted trading price on date of grant, exercise price of $ 0.01 , dividend

yield of zero , years to maturity of 3.00 , a risk free rate of 3.19 %, and expected volatility 236 %.

Accordingly, the Company recognized

gain from settlement of debt of $ 17,499 during the three months ended September 30, 2022 as reflected in the accompanying condensed consolidated

statements of operations.

summary of the Company’s option activity during the three months ended September 30, 2022 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Price Per Share

Outstanding at June 30, 2022

Outstanding at September 30, 2022

Exercisable at September 30, 2022

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Aggregate intrinsic value

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019

Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock

awards and restricted stock units.

the three months ended September 30, 2022 and 2021, the Company recognized stock-based compensation of $ 0 and $ 20,718 , respectively related

to vested stock options.

There was $ 0 of unvested stock options expense as of September 30, 2022.

No stock options were granted during

the three months ended September 30, 2022.

8 – COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure

in the March 31, 2022 and June 30, 2021 consolidated balance sheet.

The Company recorded the penalties for all three years during the

year ended June 30, 2018.

in the September 30, 2022 and June 30, 2022 consolidated balance sheets.

The Company recorded the penalties for all three years during

the year ended June 30, 2018.

The Company is current on all subsequent filings.

The Company’s tax advisor is awaiting a response from

the IRS on this matter.

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”)

7 unchanged sentences

owed under the agreement.

October 1, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with a consultant who will

assist in the development of the Company’s business and financing activities.

The consultant will serve initially as an independent

contractor, and upon certain mutually agreed upon conditions being met, will be appointed Vice Chairman, President and Interim CFO.

term of the Consulting Agreement was for three years commencing on October 1, 2021 and can be terminated by either party upon 30 day

written notice.

The monthly payment per the Consulting Agreement is $ 7,000 .

The Company was to issue shares of common stock equal to

1% of the total issued and outstanding shares at the end of each year of service which shall be expensed upon date of grant.

17, 2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to such consultant for services rendered

upon the termination of the Consulting Agreement (see Note 7).

The Company valued the shares at $ 24,000 and recorded stock-based compensation

of $ 24,000 during the nine months ended March 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Collaboration

17 unchanged sentences

pay royalties of 2 % of net revenues to the University.

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.

In exchange for full ownership of the intellectual property the Company agreed to pay royalties

of 2 % of net revenues.

In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($ 53,806

USD) payable as follows:

18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022),

8,000 Euros ($ 8,091 USD) in September 2022 (due in October 2022),

7,000 Euros ($ 7,080 USD) in December 2022,

10,000 Euros ($ 10,114 USD) in March 2023, and

10,000 Euros ($ 10,114 USD) in July 2023.

commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion is 24 months.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

of September 30, 2022 and June 30, 2022, the Company has $ 13,360 and $ 14,364 , respectively, balance due to the University for unreimbursed

lab fees which is included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets.

September 30, 2022 and June 30, 2022, there are no royalty fees owed to the University.

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

provide media related services for a monthly fee of $ 50,000 .

In addition, the Company shall pay a stock fee equal to 9.9 % of the outstanding

common stock of the Company during the term of the agreement.

The Company shall bring up the consultant’s diluted holdings back

up to 9.9 % and accrue the value of the common stock at each reporting period until June 30, 2023.

All service fees are non-refundable.

Accordingly, the Company recorded accrued expenses of $ 54,765 as of September 30, 2022 which is included in accrued expenses and other

liabilities in the accompanying condensed consolidated balance sheets.

May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly

rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use

assets $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8%.

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

September 30, 2022

June 30, 2022

accumulated amortization

Right-of-use asset, net

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

September 30, 2022

June 30, 2022

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at September 30, 2022 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2023

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 2.52 years.

9 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

included the following:

of March 31, 2022 and June 30, 2021, the Company owed its former director a total of $ 55,456 and $ 55,500 , respectively, for money loaned

to the Company throughout the years.

The total loans balance owed at March 31, 2022 and June 30, 2021 is not interest bearing (See Note

5 – Loans and Notes Payable).

of March 31, 2022 and June 30, 2021, the Company owed its former director a total of $ 33,321 and $ 33,347 , respectively, related to expenses

paid on behalf of the Company related to corporate startup costs and intellectual property (See Note 4 – Due to Former Director

– Related Party).

May 6, 2021, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease has a one-year term commencing

May 6, 2021, and the Company is currently obligated to pay $ 3,606 AUD or $ 2,431 USD (depending on exchange rate), inclusive of tax, in

rent per month.

During the three months ended March 31, 2022 and 2021, rent expense amounted $ 6,560 USD and $ 6,658 USD.

During the nine

months ended March 31, 2022 and 2021, rent expense amounted $ 19,680 USD and $ 19,975 USD.

As of March 31, 2022, total rent payable of

$ 102,000 AUD ($ 74,348 USD) is included in accrued expenses in the accompanying condensed consolidated balance sheet.

of September 30, 2022 and June 30, 2022, the Company owed its former director a total of $ 28,599 and $ 30,746 , respectively, related to

expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

of September 30, 2022 and June 30, 2022, the Company owed its former director a total of $ 47,597 and $ 51,171 , respectively, for money

loaned to the Company throughout the years.

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

(see Note 5).

May 4, 2022, the Company entered into a three -year lease agreement with North Horizon Pty Ltd., a related party, of which Mr.

our CEO, CFO and a director, and his wife are owners and directors, for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange

rate) per month plus taxes (See Note 8).

As of September 30, 2022 and June 30, 2022, total rent payable of $ 131,129 AUD ($ 84,342 USD)

and $ 122,129 AUD ($ 84,452 USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheet.

Rent expense under this lease was $ 6,373 and $ 7,736 for the three months ended September 30, 2022 and 2021, respectively and reflected

as occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

and Services Agreements with Management

6 unchanged sentences

automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of its intent not

The Nathanielsz Employment Agreement continues in effect as of March 31, 2022 as amended May 14, 2019 (see below).

The Nathanielsz Employment Agreement continues in effect as of June 30, 2021 as amended May 14, 2019 (see below).

The Nathanielsz

12 unchanged sentences

AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On August 1, 2022, the Company’s board of directors

approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 276,600 USD) to $ 600,000 AUD ($ 414,900 USD), effective

July 1, 2022.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive part-time employee of the Company since October 2015.

3 unchanged sentences

of acquiring and maintaining an automobile.

For the nine months ended March 31, 2022, a total of $ 7,689 AUD ($ 5,651 USD) in payments

have been made with respect to Mr.

Nathanielsz’s car allowance.

For the year ended June 30, 2022, a total of $ 7,689 AUD ($ 5,577 USD) in payments have been

made with respect to Mr.

Nathanielsz’s car allowance which expired in August 2022.

No payment were made during the three months

ended September 30, 2022.

to the approval of the Company’s board of directors, on May 14, 2019, Mr.

5 unchanged sentences

A total of $ 90,000

AUD ($ 166,418 USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of

$ 422,610 AUD ($ 316,957 USD) bonus payable as of June 30, 2021.

AUD ($ 64,377 USD) in payments were made in the year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000 AUD

being equal to 60 % of Mr.

Nathanielsz base salary which was accrued as of June 30, 2020.

A total of $ 202,620 AUD ($ 136,606 USD) in payments

were made against the bonuses during the year ended June 30, 2020 which resulted to a remaining balance of $ 407,380 AUD ($ 280,726 USD)

bonus payable as of June 30, 2020.

On August 12, 2021, the Board approved a bonus of $ 177,840 USD.

A total of $ 221,890 AUD ($ 166,418

USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957

USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet.

12, 2021, pursuant to the Cancellation Agreement, Mr.

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000

shares of the common stock of the Company (see Note 7).

A total of $ 99,103 AUD ($ 72,058 USD) in payments were made against the bonuses

during the nine months ended March 31, 2022 which resulted to a remaining balance of $ 86,387 AUD ($ 64,738 USD) bonus payable as of March

31, 2022 which is included in accrued expenses in the accompanying condensed consolidated balance sheet.

shares of the common stock of the Company.

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

A total of $ 144,166

AUD ($ 99,691 USD) in payments were made against the bonuses during the year ended June 30, 2022 resulting in a remaining balance of $ 181,324

AUD ($ 125,386 USD) bonus payable as of June 30, 2022 which was included in accrued expenses in the accompanying condensed consolidated

balance sheet.

A total of $ 41,387 AUD ($ 26,620 USD) in payments were made against the bonuses during the three months ended September

30, 2022 resulting in a remaining balance of $ 139,937 AUD ($ 90,007 USD) bonus payable as of September 30, 2022 which was included in

accrued expenses in the accompanying condensed consolidated balance sheet.

and Restated Employment Agreement - On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated

41 unchanged sentences

vest immediately prior to such event.

The 39 vested restricted stock unit are considered issuable as of March 31, 2022.

BIOPHARMA, INC.

The 39 vested restricted stock unit are considered issuable as of September 30, 2022 and June 30,

On October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”)

Nathanielsz, effective as of July 1, 2022, (the “Effective Date”).

The Amended Agreement provides Mr.

with a base salary of $ 600,000 AUD ($ 414,900 USD) per annum.

The Company has also agreed to pay Executive an annual discretionary bonus

in an amount up to 100 % of his annual base salary, reduced from 200 %, which bonus shall be determined by the Board and based upon the

performance of the Company.

The Amended Agreement has a term of three (3) years from the Effective Date, with automatic one-year renewal

periods unless either party elects not to renew.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

and Restated Services Agreement - On May 14, 2019, the Company also entered into an Amended and Restated Services Agreement (the “Services

40 unchanged sentences

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

vested restricted stock unit are considered issuable as of March 31, 2022.

As of June 30, 2021, total accrued salaries of $ 135,000 AUD

($ 101,250 USD) was included in accrued expenses.

On August 12, 2021, pursuant to the Cancellation Agreement, Mr.

Kenyon agreed to cancel

accrued salaries of $ 102,600 in exchange for 3,420,000 shares of the common stock of the Company (see Note 7).

As of March 31, 2022,

total accrued salaries of $ 40,500 AUD ($ 29,217 USD) was included in accrued expenses in the accompanying condensed consolidated balance

Intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, which have not been repaid as of March 31, 2022.

vested restricted stock unit are considered issuable as of September 30, 2022 and June 30, 2022.

On August 12, 2021, pursuant to the

Cancellation Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420,000 shares of the common stock

of the Company.

As of September 30, 2022 and June 30, 2022, total accrued salaries of $ 67,500 AUD ($ 43,416 USD) and $ 54,000 AUD ($ 37,341

USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheets.

Collaboration

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.

One of the Company’s Scientific Advisory Board is the lead joint researcher of University of Jaén.

Additionally, on July 27, 2022, the Company entered into a two-year research agreement with the University of Jaén to provide

certain research and experiment services to the Company (see Note 8).

Further, the Company agreed to pay royalties of 1% of net revenues

each to two members of the Scientific Advisory Board.

Intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, which have not been repaid as of September 30, 2022.

fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC

830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component

of other comprehensive income.

830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated

balance sheet as accumulated other comprehensive income.

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

has not experienced any losses in such accounts through March 31, 2022.

Company primarily relied on funding from three convertible debt lenders and received proceeds after deductions of $ 66,000

for original issue discounts and debt issue costs

during the nine months ended March 31, 2022 from the lenders of $ 641,500

(from each of the three lenders of $ 160,000 ,

and $ 246,500 ,

respectively) which represents approximately 23 %,

respectively of total proceeds received by the Company during the nine months ended March 31, 2022.

Company primarily relies on funding from two convertible debt lenders and received proceeds during the nine months ended March 31, 2021

from each of the two lenders of $ 200,000 , and $ 125,000 , respectively, which represents approximately 62 % and 38 %, respectively of total

proceeds received by the Company during the nine months ended March 31, 2021.

has not experienced any losses in such accounts through September 30, 2022.

Company primarily relied on funding from three convertible debt lenders and received net proceeds after deductions of $ 33,750 for original

issue discounts and debt issue costs during the three months ended September 30, 2022 from each of the three lenders of $ 101,250 , $ 94,500

and $ 150,000 , respectively, which represents approximately 29 %, 27 % and 44 %, respectively of total proceeds received by the Company during

the three months ended September 30, 2022.

Company primarily relied on funding from one convertible debt lender and received proceeds after deductions of $ 7,500 for original issue

discounts and debt issue costs during the three months ended September 30, 2021 from a lender of $ 160,000 which represents approximately

100 % of total proceeds received by the Company during the three months ended September 30, 2021.

Concentration

of March 31, 2022 and June 30, 2021, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

of September 30, 2022 and June 30, 2022, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

and Patent Concentration

14 unchanged sentences

application entered the national phase in October 2018.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Presently, there are 39

granted patents and 26 patents under examination in key global jurisdictions relating to the use of proenzymes against solid tumors,

covering the lead product candidate PRP.

Presently, there are 45 granted,

allowed, or accepted patents and 20 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

of March 31, 2022 and June 30, 2021, the Company’s operations are based in Camberwell, Australia, however the majority of research

of September 30, 2022 and June 30, 2022, the Company’s operations are based in Camberwell, Australia, however the majority of research

and development is being conducted in the European Union.

1 unchanged sentence

of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise.

As of March 31, 2022

As of September 30,

2022 and June 30, 2022, there has been no activity within this entity.

8 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 80,000 (1 note) of convertible debt, which is treated as

derivative instruments outstanding at March 31, 2022 and June 30, 2021.

The Company had $ 164,500 (2 notes) and $ 79,000 (1 note) of convertible debt,

which were treated as derivative instruments outstanding at September 30, 2022 and June 30, 2022, respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

price of the Company’s common stock at March 31, 2022, the last trading day of the period ended March 31, 2022, was $ 0.0156 .

volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31,

price of the Company’s common stock at September 30, 2022, the last trading day of the period ended September 30, 2022, was $ 0.0012 .

The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at September

30, 2022 are indicated in the table that follows.

1 unchanged sentence

and the risk-free rate is based upon rates for treasury securities with the same term.

SCHEDULE OF FAIR VALUE ASSETS AND LIABILITIES MEASURED ON RECURRING AND NON RECURRING BASIS VALUATION TECHNIQUES

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

during the three

March 31, 2022)

Remaining Term (in years)

Free Interest Rate

dividend yield

BIOPHARMA, INC.

into during the three

September 30, 2022)

September 30, 2022

228.29 – 250.04 %

Expected Remaining Term (in years)

Risk Free Interest Rate

3.13 – 3.86 %

Expected dividend yield

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

Value Measurements:

3 unchanged sentences

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2022 and June 30, 2021:

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2022 and June 30,

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

March 31, 2022

conversion option liabilities

June 30, 2021

conversion option liabilities

following is a roll forward for the nine months ended March 31, 2022 of the fair value liability of price adjustable derivative instruments:

OF DERIVATIVE LIABILITIES AT FAIR VALUE

Value of Liability for Derivative Instruments

at June 30, 2021

in fair value included in statements of operations

at March 31, 2022

September 30,

Quoted Prices

Embedded conversion option liabilities

Quoted Prices

Embedded conversion option liabilities

following is a roll forward for the three months ended September 30, 2022 of the fair value liability of price adjustable derivative

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2022

Initial fair value of embedded conversion option derivative liability recorded as debt discount

Reduction of derivative liability upon debt conversion

Change in fair value included in statements of operations

Balance at September 30, 2022

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

April 2022 and May 2022, the Company issued an aggregate of 13,136,082

shares of its common stock at a contractual

conversion price of approximately $ 0.01 ,

as a result of the conversion of principal of $ 93,500

and interest of $ 5,100

underlying certain outstanding convertible

notes converted during such period.

The Company reclassified $ 50,346

from put premium liabilities to additional

paid in capital following conversions.

Street Lending Securities Purchase Agreement

12, 2022 Securities Purchase Agreement

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

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

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

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

The April 12, 2022 Sixth Street contains an original

discount of $ 3,750 .

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

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

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

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

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

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

interest due under the above note issued to Sixth Street, together with any other amounts that the Company may owe the holder under

the terms of the note, at a premium ranging from 110 %

as defined in the note agreement.

After this initial 180-day period, the Company does not have a right to prepay such note.

BIOPHARMA, INC.

October 2022 and November 2022, the Company issued an aggregate of 97,854,629 shares of its common stock at a contractual conversion

price of $ 0.001 , as a result of the conversion of principal of $ 57,400 underlying certain outstanding convertible notes converted during

The Company reclassified $ 30,908 from put premium liabilities to additional paid in capital following conversions.

Road Holdings Securities Purchase Agreement

October 6, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Red Road Holdings

Corporation, a Virginia corporation (“Red Road”), pursuant to which Red Road purchased a convertible promissory note (the

“Note”) from the Company in the aggregate principal amount of $ 53,750 , such principal and the interest thereon convertible

into shares of the Company’s common stock at the option of Red Road.

The transaction contemplated by the Purchase Agreement closed

on October 12, 2022.

The Company intends to use the net proceeds ($ 50,000 ) from the Note for general working capital purposes.

date of the Note is October 6, 2023 (the “Maturity Date”).

The Note shall bear interest at a rate of 8 % per annum, which

interest may be paid by the Company to Red Road in shares of common stock, but shall not be payable until the Note becomes payable, whether

at the Maturity Date or upon acceleration or by prepayment, as described below.

In addition, upon an event of default, interest on the

outstanding principal shall accrue at a default interest rate of 22 % per annum, or if such rate is usurious or not permitted by current

law, then at the highest rate of interest permitted by law.

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

Red Road has the option to convert all or any amount of the principal face amount of the Note, beginning on the date which

is one hundred eighty (180) days following the date of this Note and ending on the later of:

(i) the Maturity Date and (ii) the date

of payment of the Default Amount (as defined below), each in respect of the remaining outstanding amount of this Note, to convert all

or any part of the outstanding and unpaid amount of this Note into common stock at the then-applicable conversion price.

the terms of the Purchase Agreement, the Company paid Red Road’s legal fees and due diligence expenses in the aggregate amount

conversion price for the Note shall be equal to the Variable Conversion Price (as defined herein) (subject to equitable adjustments for

stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any

subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events).

The “Variable

Conversion Price” shall mean 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%).

Price” means the average of the lowest three (3) Trading Prices (as defined below) for the common stock during the ten (10) trading

days prior to the conversion date.

Notwithstanding the foregoing, Red Road shall be restricted from effecting a conversion if such conversion,

along with other shares of the Company’s common stock beneficially owned by Red Road and its affiliates, exceeds 4.99 % of the outstanding

shares of the Company’s common stock.

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

a total of $ 28,942 put premium.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price for the above Sixth Street note shall be equal to a 35 % discount of the market price which means the average of the

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

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

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

of the Company’s common stock.

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

recorded a total of $ 37,019 put premium .

Diagonal Lending Securities Purchase Agreement

12, 2022 Securities Purchase Agreement

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

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

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

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

12, 2022 1800 Diagonal Note contains an original discount of $ 3,750 .

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

1800 Diagonal Note for general working capital purposes.

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

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

in shares of the Company’s common stock;

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

at the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to 1800 Diagonal, together with any other amounts that the Company may owe the holder under the terms

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

After this initial 180-day period, the Company

does not have a right to prepay such note.

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

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

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

of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 4.99 % of the outstanding shares of

the Company’s common stock.

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

of $ 34,327 put premium .

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

Note may be prepaid until 180 days from the issuance date.

If the Note is prepaid within 60 days of the issuance date, then the prepayment

premium shall be 110% of the face amount plus any accrued interest, if prepaid after 60 days from the issuance date, but less than 91

days from the issuance date, then the prepayment premium shall be 115% of the face amount plus any accrued interest, if prepaid after

90 days from the issuance date, but less than 121 days from the issuance date, then the prepayment premium shall be 120% of the face

amount plus any accrued interest, if prepaid after 120 days from the issuance date, but less than 151 days from the issuance date, then

the prepayment premium shall be 125% of the face amount plus any accrued interest, and if prepaid after 150 days from the issuance date,

but less than 181 days from the issuance date, then the prepayment premium shall be 129% of the face amount plus any accrued interest.

So long as the Note is outstanding, the Company covenants not to, without prior written consent from Red Road, sell, lease or otherwise

dispose of all or substantially all of its assets outside the ordinary course of business which would render the Company a “shell

company” as such term is defined in Rule 144.

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

the Note within three business days of a notice of conversion by Red Road, the Company shall incur a penalty of $ 1,000 per day, provided,

however, that such fee shall not be due if the failure to deliver the shares is a result of a third party such as the transfer agent.

Upon the occurrence and during the continuation of certain events of default, the Note will become immediately due and payable and the

Company will pay Red Road in full satisfaction of its obligations in the Note an amount equal to 150% of an amount equal to the then

outstanding principal amount of the Note plus any interest accrued upon such event of default or prior events of default.

issued for exercise of warrants

April 2022 and May 2022, the Company issued

an aggregate of 14,799,926

shares of common stock from the alternate cashless

exercise of 74 Series A warrants.

The Company recognized the value of the effect of a down round feature in such warrants when

Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the value

of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before the strike

price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round

feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 172,629

and a corresponding reduction of income available

to common stockholders upon the alternate cashless exercise of these warrants.

April 2022, the Company received aggregate gross proceeds of $ 50,000 from the exercise of 1,250 Series B Warrants and issued 1,250 shares

of common stock.

October 2022, the Company issued 33,599,832 shares of common stock from the alternate cashless exercise of 168 Series A warrants.

Company recognized the value of the effect of a down round feature in such warrants when triggered.

Upon the occurrence of the triggering

event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference

between the fair value of the warrants without the down round feature or before the strike price reduction and the fair value of the

warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the

Company recognized deemed dividend of $ 19,322 and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants

October 2022, the Company received aggregate gross proceeds of $ 50,000 from the exercise of 1,250 Series B Warrants and issued 1,250

shares of common stock.

issued for services

April 13, 2022, the Company issued 3,833,683 shares of the Company’s common stock to a consultant for services rendered from January

2022 to March 2022.

The Company issued 3,833,683 shares of the Company’s common stock valued at approximately $ 0.01 per share or

$ 46,771 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded accrued expenses of $ 46,771

for the services rendered as of March 31, 2022.

issued under the Equity Line

April 5, 2022, the Company issued 4,242,998 shares of its common stock at an average price per share of approximately $ 0.02 , as a result

of delivering one draw down notice to the Investor (see Note 7).

Consequently, the Company received gross aggregate proceeds of $ 66,106

from such draw down notice.

October 2022, the Company issued 6,111,112 shares of the Company’s common stock to a consultant for services rendered in October

The Company valued these shares based on quoted trading prices on the date of grant at $ 0.0009 per share or $ 5,500 which was recorded

as stock based consulting expense.

and Restated Employment Agreement

October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with James

Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer (the “Executive”), effective as of July

1, 2022, (the “Effective Date”).

Amended Agreement provides the Executive with a base salary of $ 600,000 AUD ($ 414,900 USD) per annum.

The Company has also agreed to

pay Executive an annual discretionary bonus in an amount up to 100 % of his annual base salary, reduced from 200 %, which bonus shall be

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

The Amended Agreement has a term of three (3) years from the Effective

Date, with automatic one-year renewal periods unless either party elects not to renew.

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 Executive’s Amended Agreement, the Company terminates Executive without

cause (as defined in the Amended Agreement) or Mr.

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

the Company has agreed to pay Executive a severance payment in an amount equal to Executive’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 Executive provides notice of non-renewal of the Amended Agreement,

the Company terminates Mr.

Nathanielsz for cause (as defined in the Amended Agreement) or Executive terminates his employment without

good reason, Executive is only entitled to the Accrued Amounts.

Company has agreed to indemnify Executive for any liabilities, costs and expenses incurred in the event that Executive is made a party

to a proceeding due to his roles with the Company, other than any proceeding initiated by Executive or the Company relating to any dispute

with respect to the Amended Agreement or Executive’s employment.

Under the terms of the Amended Agreement, the Executive is also

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

in Authorized Shares

September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority in interest of the Company’s

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

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

the Company’s authorized capital stock.

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

stock, par value $ 0.001 per share, from 3,000,000,000 to 10,000,000,000 .

The number of authorized shares of preferred stock remains at

1,500,005 , such that the total number of shares of all classes and series the Company is authorized to issue is 10,001,500,005 shares.

The Certificate was filed and became effective on November 4, 2022.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

Stock Purchase Agreement

November 3, 2022, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Coventry Enterprises,

LLC, a Delaware limited company, (“Coventry”), providing for an equity financing facility (the “Equity Line”).

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

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

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

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

are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective

which registers Coventry’s resale of any Common Stock purchased by Coventry under the Equity Line.

From time to time over the 36-month

term of the Purchase Agreement, commencing on the trading day immediately following the date on which the Registration Statement becomes

effective, the Company, in our sole discretion, may provide Coventry with a draw down notice (each, a “Draw Down Notice”),

to purchase a specified number of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations

discussed below.

The actual amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”)

is to be determined by multiplying the Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share

of Common Stock equals 80% of the lowest volume weighted average price of the Common Stock during the 10 business days immediately preceding

the Drawdown Notice date.

maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of

(i) 200 % of the average daily traded value of the Common Stock during the 10 business days immediately preceding the Draw Down Notice

or (ii) an aggregate value of $ 250,000 or iii) beneficial ownership limitation which is equivalent to 9.99 % of the outstanding number

of shares of common stock immediately after giving effect to the issuance of the Draw Down Notice.

Enterprises, LLC Securities Purchase Agreement

November 3, 2022, the Company entered into a securities purchase agreement with Coventry Enterprises, LLC pursuant to which Coventry

purchased a promissory note from the Company in the aggregate principal amount of $ 125,000 , such principal and the interest thereon convertible

into shares of the Company’s common stock following an event of default.

The Coventry note contains a $ 25,000 original issue discount.

The Company intends to use the net proceeds $ 100,000 from the Coventry note for general working capital purposes.

Coventry note shall bear interest at a rate of 10 % per annum, a $ 12,500 guaranteed interest.

The principal amount and the guaranteed

interest shall be due and payable in seven equal monthly payments (each, a “Monthly Payment”) of $ 19,643 , commencing on March

24, 2023 and continuing on the 24th day of each month thereafter (each, a “Monthly Payment Date”) until paid in full not

later than October 24, 2023 (the “Maturity Date”), or such earlier date as this note is required or permitted to be repaid

as provided hereunder, and to pay such other interest to the Holder on the aggregate unconverted and then outstanding principal amount

of this note in accordance with the provisions hereof.

Any or all of the Principal Amount and Guaranteed Interest may be pre-paid at

any time and from time to time, in each case without penalty or premium.

Additionally,

in the event that while this note has been outstanding for four months, there is a REG A effective, then the Investor may choose to convert

any amount up to the entire balance of the note including guaranteed interest into shares at the REG A offering price.

any time following an event of default under 7(a)(i), this note shall become convertible, in whole or in part, into shares of Common

Stock at the option of the holder, at any time and from time to time thereafter (subject to the beneficial ownership limitations set

forth in Section 5d).

The conversion price of this note is ninety percent (90%) per share of the lowest per-share VWAP during the twenty

(20) trading day period before the conversion (each, a “Calculated Conversion Price”).

In the event that, within 30 calendar

days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates

(in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof ) or for

any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the such most recent Calculated

Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in

respect of such conversion and at the option of the Holder, (i) if the conversion shall not then have yet occurred, then the Alternative

Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then,

within two Trading Days following the written request from the Holder therefor, the Company shall issue to the Holder that number of

shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated

Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.

the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate which shall

be equal to the lesser of i) 18% per annum or ii) the maximum rate permitted by law.

Subject to the beneficial ownership limitation as

set forth in Section 5(d), if any event of default occurs, then the outstanding principal amount of this note, the outstanding guaranteed

interest amount of this note, plus accrued but unpaid default rate interest, liquidated damages and other amounts owing in respect thereof

through the date of acceleration, shall become, at the Holder’s election, immediately due and payable at the holder’s option,

in cash or in shares of Common Stock, at the mandatory default amount which payment is equal to 120% of the outstanding principal amount

of this note and accrued and unpaid interest hereon, in addition to the payment of all other amounts, costs, expenses, and liquidated

damages due in respect of this note.

In the event that the Company fails to deliver to Coventry shares of Common Stock issuable upon

conversion of principal or interest, the Company shall pay in cash which is equivalent to the amount in excess of the sales value of

the shares of common stock that Coventry would be entitled to receive from the conversion over the principal amount and interest of the

attempted conversion.

an additional inducement to the Coventry purchasing this note, the Company shall, as of the Original Issue Date and for no additional

consideration, issue to the holder an aggregate of 75,000,000 shares of the Company’s Common Stock and shall be valued based on

the quoted trading price on date of grant of $ 0.0008 or $ 60,000 which shall be recognized as debt discount to be amortized over the term

of this note.

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-Q

Item 1. Financial Statements