What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-02-10 compared with 2022-11-14 · 963 added, 1058 removed, 776 unchanged (72% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

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)

Condensed Consolidated Balance Sheets at December 31, 2022 (unaudited) and June 30, 2022

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and six months in the periods ended December 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2022 and 2021 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30, 2022

June 30, 2022

tax receivable

expenses and other current assets

CURRENT ASSETS

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

deposit - related party

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

and equipment, net

AND STOCKHOLDERS’ DEFICIT

expenses and other payables

payable, net of debt discount

notes, net of discounts and including premiums

lease liability - related party, current portion

conversion option liabilities

to former director - related party

from former director - related party

benefit liability

CURRENT LIABILITIES

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

lease liability - long-term portion - related party

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;

and Contingencies (See Note 8)

STOCKHOLDERS’

Preferred stock,

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

A preferred stock, $ 0.01 par value;

500,000 shares authorized;

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

Series B preferred stock, $ 0.01 par value;

500,000 shares issued and outstanding as of December 31, 2022 and

June 30, 2022

B preferred stock, $ 0.01 par value;

5 shares authorized;

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

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

Preferred stock value

Common stock, $ 0.001 par value;

stock, $ 0.001 par value;

10,000,000,000 shares authorized;

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

1,245,699,501 and 220,350,921 shares issued and outstanding as of December

31, 2022 and June 30, 2022, respectively

stock issuable ( 59 and 19,597,024 shares as of December 31, 2022 and June 30, 2022, respectively)

paid-in capital

other comprehensive income

( 63,069,163 )

( 61,557,893 )

Treasury stock ( 1 share)

TOTAL STOCKHOLDERS’ DEFICIT

stock ( 1 share)

STOCKHOLDERS’ DEFICIT

( 2,915,417 )

( 3,023,649 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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)

For the three months ended September 30,

For the six months ended

Administration

expenses - related party

and development

OPERATING EXPENSES

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

FROM OPERATIONS

( 1,180,834 )

INCOME (EXPENSE)

in fair value of derivative liabilities

from settlement of accounts payable

on extinguishment of debt, net

currency transaction gain (loss)

OTHER EXPENSE, NET

( 1,232,034 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

( 1,346,098 )

$ ( 485,418 )

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 799,977 )

$ ( 1,102,713 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency translation gain

TOTAL OTHER COMPREHENSIVE INCOME

TOTAL COMPREHENSIVE LOSS

$ ( 1,290,635 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 504,740 )

$ ( 893,375 )

$ ( 1,511,270 )

$ ( 1,498,877 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 504,740 )

$ ( 893,375 )

$ ( 1,511,270 )

$ ( 1,498,877 )

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

$ ( 612,552 )

$ ( 901,072 )

$ ( 1,492,686 )

$ ( 1,442,381 )

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

1 unchanged sentence

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE

MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

Subscription Receivable

Comprehensive Income

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2022 AND 2021

Comprehensive

Stockholders’

2 unchanged sentences

$ ( 3,067,573 )

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

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

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

based compensation in connection with stock option grants

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2021

at September 30, 2021

1 unchanged sentence

( 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

( 1,999,990 )

Preferred Stock

Paid-in Capital

Subscription Receivable

Accumulated Deficit

Comprehensive Income

Treasury Stock

Stockholders’ Deficit

Balance at June 30, 2022

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

$ ( 59,698,343 )

$ ( 2,930,193 )

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

Comprehensive

Stockholders’

at June 30, 2022

$ ( 61,557,893 )

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

( 3,023,649 )

of common stock for cash

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

of common stock for issuable shares

( 19,596,965 )

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 warrant grant

Warrant grant for settlement of accounts payable

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2022

at September 30, 2022

( 62,564,423 )

( 2,767,535 )

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

of common stock for issuable shares

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

of common stock for services

of common stock in connection with a note payable

Reclassification

of put premium upon debt conversion

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2022

at December 31, 2022

1,245,699,501

$ ( 63,069,163 )

$ ( 2,915,417 )

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

the six months ended December 31,

FLOWS FROM OPERATING ACTIVITIES:

$ ( 1,102,713 )

$ ( 1,290,635 )

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:

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

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

and amortization of common stock for services

currency transaction gain

of debt discounts

of right-of-use assets

in fair value of derivative liabilities

on extinguishment of debt, net

from settlement of accounts payable

option, stock warrants and restricted stock expense

interest expense

of put premium

in Assets and Liabilities:

expenses and other assets

benefit liability

expenses and other payables

lease liability

CASH USED IN OPERATING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

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

from note payable, net of original issue discounts and issue costs

from the sale of common stock

of subscription receivable

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

of exchange rate changes on cash

INCREASE 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 offering cost applied against proceeds received

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

Debt discounts

related to derivative liability

Debt discounts

related to common stock issued with a note payable

Warrant grant for settlement of accounts payable

stock issued for accrued services

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30,

As of December 31,

2022, there has been no activity within this entity.

April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to better reflect the Company’s stage of

operations and development.

April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations

and development better.

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

7 unchanged sentences

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

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

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

The May 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.

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

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

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

1 unchanged sentence

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.

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

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

The September 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 .

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

2 unchanged sentences

GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

In the opinion

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

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.

Securities and Exchange Commission (the “SEC”).

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

adjustments) necessary to present fairly our consolidated results of operations for the three and six months ended December 31, 2022

and 2021 and cash flows for the three and six months ended December 31, 2022 and 2021, and our consolidated financial position at December

31, 2022 have been made.

The Company’s results of operations for the six months ended December 31, 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

1 unchanged sentence

subsidiary, Propanc PTY LTD.

All inter-company balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited

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

All intercompany balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited was

an inactive wholly-owned subsidiary through December 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

24 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 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 ,

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

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).

December 31, 2022 and 2021, the Company recognized a cumulative exchange gain (loss) of approximately $ 269,000 and $ 485,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of December 31, 2022, which is included as component

of accumulated other comprehensive income on the accompanying unaudited condensed consolidated balance sheet.

of December 31, 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

September 30, 2022

June 30, 2022

Exchange rate on balance sheet dates

rate on balance sheet dates

AUD exchange rate

Average exchange rate for the period

exchange rate for the period

AUD exchange rate

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

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

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

2 unchanged sentences

Unrealized foreign currency translation gain

Ending balance, September 30, 2022

Ending balance, December 31, 2022

Value of Financial Instruments and Fair Value Measurements

13 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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2022 or June 30, 2022.

as of December 31, 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 September 30, 2022 were expensed immediately.

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

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

21 unchanged sentences

which are disclosed as operating cash flows.

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.

of December 31, 2022, and June 30, 2022, the Company was owed $ 4,543 and $ 2,342 , respectively, from the Australian Taxation Office.

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

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.

Notes With Variable Conversion Options

22 unchanged sentences

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 September 30, 2022 and 2021 were $ 101,325 and $ 46,554 , respectively.

Total research and development costs for the three months ended December 31, 2022 and 2021 were $ 74,878 and $ 50,753 , respectively.

research and development costs for the six months ended December 31, 2022 and 2021 were $ 176,203 and $ 97,307 , respectively.

and development costs include allocations of salary among certain officers.

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 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).

each of the six months ended December 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 $ 129,321 and $ 55,463 , respectively, 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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

legal costs for litigation are charged to expense as incurred.

2 unchanged sentences

In addition, the Company

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

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

Operating lease right of use assets (“ROU”)

5 unchanged sentences

and administrative expenses.

Reclassifications

prior period amounts have been reclassified to conform to the current period presentation.

The reclassified amounts have no impact

on the Company’s previously reported financial position or results of operations and relate to the presentation of accrued

interest separately on the consolidated balance sheet of which $ 57,822 was previously included in convertible notes, net of

discounts and including premiums at June 30, 2022.

and Diluted Net Loss Per Common Share

8 unchanged sentences

Each holder of the notes has agreed to a 4.99 % beneficial ownership conversion limitation

(subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each

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

Such securities are considered dilutive securities

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

(subject to certain noteholders’ abilities to increase such limitation to 9.99% upon 60 days’ notice to the Company), and

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

Company’s CEO holds Series A Preferred Stock and B Preferred Stock that, when combined, confers upon him a majority vote regarding

authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary.

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

September 30, 2022

September 30, 2021

Stock Options

Stock Warrants with no designations

Series A Warrants as if converted at alternate cashless exercise price

Warrants with no designations

A Warrants as if converted at alternate cashless exercise prices

1,997,190,014

Series B Warrants

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

C Warrants as if converted at alternate cashless exercise prices *

7,999,960,000

Unvested restricted stock

Convertible Debt

restricted stock

10,930,608,062

* Only convertible ratably upon exercise of Series B Warrants

convertible ratably upon exercise of Series B Warrants

Accounting Pronouncements

4 unchanged sentences

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

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

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.

4 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

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

For the six months ended December 31, 2022, the Company had no revenues, had a net loss of $ 1,102,713 ,

and had net cash used in operations of $ 734,542 .

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

Additionally, As of December 31, 2022, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 2,938,328 , $ 2,915,417 , and $ 63,069,163 , respectively.

11 unchanged sentences

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

9 unchanged sentences

the impact of the COVID-19 (coronavirus) outbreak closely.

The extent to which the COVID-19 (coronavirus) outbreak will impact our operations,

ability to obtain financing or future financial results is uncertain.

The extent to which the COVID-19 (coronavirus) outbreak will impact the Company’s

operations, ability to obtain financing or future financial results is uncertain.

3 – PROPERTY AND EQUIPMENT

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

and equipment consist of the following as of December 31, 2022 and June 30, 2022.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

September 30, 2022

June 30, 2022

Office equipment at cost

equipment at cost

Accumulated depreciation

Total property, plant, and equipment

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

property, plant, and equipment

expenses for the three months ended December 31, 2022 and 2021 were $ 422 and $ 504 , respectively.

Depreciation expenses for the six months

ended December 31, 2022 and 2021 were $ 895 and $ 1,013 , respectively.

4 – DUE TO FORMER DIRECTOR – RELATED PARTY

to former director - related party represents unsecured advances made primarily by a former director for operating expenses on behalf

of the Company such as intellectual property and formation expenses.

The expenses were paid for on behalf of the Company and are due

to former director – related party represents unsecured advances made primarily by a former director for operating expenses on

behalf of the Company, such as intellectual property and formation expenses.

The expenses were paid for on behalf of the Company and

are due upon demand.

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

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

The total amounts owed the former director

at December 31, 2022 and June 30, 2022 were $ 30,257 and $ 30,746 , respectively.

The Company plans to repay the advances as its cash resources

allow (see Note 9).

from Former Director – Related Party

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

from the Company’s former director at December 31, 2022 and June 30, 2022 were $ 50,357 and $ 51,171 , respectively.

The loans bear

no interest and are payable on demand.

The Company did not repay any amount on this loan during the six months ended December 31, 2022

and 2021, respectively (see Note 9).

6 – CONVERTIBLE NOTES

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

OF CONVERTIBLE DEBT

September 30, 2022

June 30, 2022

Convertible notes and debenture

Unamortized discounts

Accrued interest

Convertible notes, net

Bridge Securities Purchase Agreements

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

purchased a convertible promissory note from the Company with a remaining principal balance of $ 65,280 as of December 31, 2022 (see Note

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

The October 3, 2019 Crown Bridge

note currently bears interest at a default interest rate of 15 % per annum.

In August 2022, the Securities and Exchange Commission (the

“SEC”) filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of

Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Company’s note.

Consequently, as of December 31, 2022, the Company reclassified the remaining principal balance of $ 65,280 from convertible note into

a loan payable.

Additionally, the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment of debt during the

six months ended December 31, 2022.

The total accrued interest from this loan amounted to $ 30,866 as of December 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Crown Bridge loan is currently past due and in default, consisting of $ 65,280 principal and $ 30,866 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

6 – NOTES PAYABLE AND CONVERTIBLE NOTES

Company’s note payable outstanding at December 31, 2022 and June 30, 2022 were as follows:

OF NOTES PAYABLE CONVERTIBLE DEBT

Enterprises, LLC Securities Purchase Agreement

November 3, 2022, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), 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 of $ 100,000 from the Coventry note for general working

capital purposes.

Coventry note bears interest at a rate of 10 % per annum, a $ 12,500 guaranteed interest.

The principal amount and the guaranteed interest

is 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 the Coventry note is required or permitted to be repaid and to pay

such other interest to Coventry on the aggregate unconverted and then-outstanding principal amount of the Coventry note in accordance

with the provisions thereof.

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 the Coventry note has been outstanding for four months, there is a qualified Offering Statement on Form 1-A,

then Coventry may choose to convert any amount up to the entire balance of the Coventry Note, including guaranteed interest into shares

at the 1-A offering price.

any time following an event of default under 7(a)(i) of the Coventry Note, it becomes convertible, in whole or in part, into shares of

Common Stock at the option of Coventry, at any time and from time to time thereafter (subject to the beneficial ownership limitations

set forth in Section 5d thereof).

The conversion price of the Coventry 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”).

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 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 Coventry, (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 Coventry therefor, the Company shall issue to Coventry

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

the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate that 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) of the Coventry note, if any event of default occurs, then the outstanding principal amount of the note, the

outstanding guaranteed interest amount of the 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 Coventry’s election, immediately due and payable at

its option, in cash or in shares of Common Stock, at the mandatory default amount, which amount is equal to 120% of the outstanding principal

amount of the note and accrued and unpaid interest thereon, in addition to the payment of all other amounts, costs, expenses, and liquidated

damages due in respect of the 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 an amount that is equivalent to the amount in excess of the sales value of the

shares of Common Stock that Coventry would have been entitled to receive from the conversion over the principal amount and interest of

the attempted conversion.

an additional inducement to Coventry purchasing the Coventry note, the Company, as of the Original Issue Date and for no additional consideration,

issued to Coventry 75,000,000 shares of the Company’s Common Stock, which was valued using the relative fair value method at $ 37,500

and recognized as debt discount to be amortized over the term of the note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

total principal amount outstanding under the Coventry note was $ 125,000 and accrued interest of $ 2,020 as of December 31, 2022.

Notes Payable

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

OF CONVERTIBLE DEBT

notes and debenture

Note Issued with Consulting Agreement

4 unchanged sentences

The maturity date of the August 10, 2017 convertible note was August 10, 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.

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

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.

accrued interest at a rate of 10 % per annum and was convertible into shares of the Company’s Common Stock at the lesser of $ 750

or 65 % of the three lowest trades in the ten trading days prior to the conversion.

The August 10, 2017 convertible note was fully earned

upon signing the consulting agreement and matured on August 10, 2019 .

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.

Upon an event of default, principal and accrued

interest immediately became 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.

The consulting

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

An aggregate total of $ 578,212 of the August 10, 2017 convertible note

was bifurcated with the embedded conversion option recorded as a derivative liability at fair value.

During the year ended June 30, 2018,

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.

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 the August 10, 2017 convertible 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

consultant, whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 convertible note for a total of

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

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

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 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.

Prior to the Settlement Agreement, the Company recorded total liabilities $ 56,762 consisting

of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company recognized

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

Both parties agreed that all future penalties under the new note were waived unless the Company failed to authorize and deliver the requested

shares of Common Stock upon conversion.

The Company had the right to pay the balance of any remaining amounts dues under the new note

in cash at any time more than 60 days after March 15, 2021 (or May 30, 2021).

Prior to the Settlement Agreement, the Company recorded

total liabilities $ 56,762 consisting of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company recognized loss from settlement of debt of $ 43,238 during 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.

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 as of December 31, 2022 following

conversion of $ 79,000 of principal and $ 9,543 accrued interest during the six months ended December 31, 2022 (see Note 7).

Bridge Securities Purchase Agreements

12 unchanged sentences

The October 3, 2019 Crown Bridge Note currently bears interest

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

common stock.

at a default interest rate of 15 % per annum.

Additionally,

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

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

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

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

conversion price for the October 3, 2019 Crown Bridge Note shall be equal to 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

due and payable.

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

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

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

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

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

Accordingly, $ 28,480

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

of the principal balance.

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

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

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

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

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

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 25,930 as of

June 30, 2022.

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

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

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

time from the date of issuance and ending on the later of the maturity date or the date the Default Amount 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 the October 3, 2019

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price for the October 3, 2019 Crown Bridge Note was 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 was received .

Notwithstanding the foregoing, Crown Bridge was 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 was treated as stock settled debt under ASC 480 and accordingly the

Company recorded a $ 72,000 put premium.

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

due and payable.

In addition, upon an event of default, interest on the outstanding principal accrued at a default interest rate of 15 %

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

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

total principal amount outstanding under the October 3, 2019 Crown Bridge Note was $ 65,280 and accrued interest of $ 7,232 as of as of

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

Accordingly, $ 28,480 of the

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

of the principal balance.

were 15,000 unissued shares of Common Stock that were considered issuable for accounting purposes during the 1 st quarter of

fiscal 2021 related to a conversion notice dated and received on September 16, 2020.

In November 2020, the Company was notified by Crown

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

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

of $ 16,000 .

total principal amount outstanding under the October 3, 2019 Crown Bridge Note was $ 65,280 and accrued interest of $ 25,930 as of June

August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of

Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Company’s note.

Consequently, as of December 31, 2022, the Company reclassified the remaining principal balance of $ 65,280 from convertible note into

a loan payable (see Note 5).

Additionally, the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment of debt

during the six months ended December 31, 2022.

Therefore, the total principal amount outstanding under the above Crown Bridge financing

agreement was $ 0 after the reclass of principal to loan payable as of December 31, 2022.

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

7 unchanged sentences

for general working capital purposes.

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

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

The October 21,

4 unchanged sentences

26, 2021 Securities Purchase Agreement

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

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

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

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

The November 26, 2021 Sixth Street contained

debt issue costs of $ 3,750 .

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

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

$ 53,750 , such principal and the interest thereon convertible into shares of the Company’s Common Stock at the option of Sixth Street

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

The November 26, 2021 Sixth Street contained debt issue

costs of $ 3,750 .

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

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

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

The November 26, 2021 Sixth Street Note bore interest

3 unchanged sentences

4, 2022 Securities Purchase Agreement

Additionally,

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

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

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

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

The January 4, 2022 Sixth Street 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 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 ,

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

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

$ 63,750 , such principal and the interest thereon convertible into shares of the Company’s Common Stock at the option of Sixth Street

any time after the six-month anniversary of the 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 %

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

The January 4, 2022 Sixth Street contained debt issue costs

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

date of the January 4, 2022 Sixth Street Note was January 4, 2023 .

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;

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).

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

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.

March 7, 2022, the Company entered into a securities purchase agreement with Sixth Street, 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

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 was March 7, 2023 .

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12, 2022 Securities Purchase Agreement

April 12, 2022, the Company entered into a securities purchase agreement with Sixth Street, 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 contained debt issue costs of

The Company used 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 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 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”),

2 unchanged sentences

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.

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

The Company used 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

The May 12, 2022

1800 Diagonal Note bore 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.

30, 2022 Securities Purchase Agreement

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.

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

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

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

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

The July 11, 2022 1800 Diagonal

7 unchanged sentences

or by prepayment.

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

following terms apply to all of 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.

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

After this initial 180-day period, the Company does

not have a right to prepay such note.

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 six months ended December

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

12 unchanged sentences

(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

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

or an equivalent replacement exchange, any tier of the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American, (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 the relevant 1800 Diagonal 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.

to the relevant 1800 Diagonal 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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

3 unchanged sentences

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

specified in section 3.2 as defined in the 1800 Diagonal note agreements, which 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,

total principal amount outstanding under the above 1800 Diagonal notes was $ 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, 2022.

$ 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 notes was $ 105,000 and accrued interest of $ 3,981 as of December 31,

2022 following conversion of $ 265,000 of the principal balance and $ 10,600 accrued interest during the six months ended December 31,

Accordingly, $ 142,692 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

during the six months ended December 31, 2022 following conversion of the principal balance (see Note 7).

Capital Securities Purchase Agreements

7 unchanged sentences

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 maturity date of the December 7, 2021 ONE44 was December 7, 2022 .

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

3 unchanged sentences

29, 2022 Securities Purchase Agreement

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

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

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

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

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

a total of $ 18,000 .

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

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

and the interest thereon convertible into shares of the Company’s Common Stock at the option of ONE44 any time after the six-month

anniversary of the March 29, 2022 ONE44.

The March 29, 2022 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.

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.

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.

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

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:

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

The August 15, 2022 ONE44 Note bears interest at a rate of 10% per annum, which interest may be paid by the Company to ONE44

Capital in shares of the Company’s Common Stock, but shall not be payable until the Maturity Date or upon acceleration or by prepayment.

following terms apply to all of 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

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

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

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above ONE44 notes shall be equal to 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.

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

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

After this initial 180-day period, the Company does

not have a right to prepay such note.

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

2 unchanged sentences

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.

put premium of which $ 59,231 was recorded during the six months ended December 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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

of its Common Stock issuable upon conversion of principal or interest under a 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.

1 unchanged sentence

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

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

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

total principal amount outstanding under the above ONE44 notes was $ 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.

Accordingly, $ 29,238

of the put premium was released to additional paid in capital in respect to the ONE44 notes during the year ended June 30, 2022 following

conversion of the principal balance.

total principal amount outstanding under the above ONE44 notes was $ 204,000 and accrued interest of $ 11,287 as of December 31, 2022,

following conversion of $ 141,700 of the principal balance and $ 9,378 accrued interest during the six months ended December 31, 2022.

Accordingly, $ 76,300 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during

the six months ended December 31, 2022 following conversion of the principal balance (see Note 7).

Capital Partners Securities Purchase Agreements

9 unchanged sentences

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.

The Company intends to use the net proceeds ($ 85,000 ) from the GS Capital Note

for general working capital purposes.

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

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

GS Capital is entitled, at its

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

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

per share (the “Fixed Price”).

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

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

In the event of default, the

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

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

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

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

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

of the Company’s common stock.

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

may be paid by the Company to GS Capital in shares of the Company’s 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 by 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 consecutive trading days, then the Fixed Price shall be equal to $0.0013 per share .

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

on the OTC Markets on which the Company’s shares are then quoted or any exchange upon which the Company’s 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.

September 21, 2022, the Company entered into a securities purchase agreement with GS Capital, 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.

Pursuant to the terms

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

The Company intends to use the net proceeds ($ 65,000 )

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

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

may be paid by the Company to GS Capital in shares of the Company’s 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.

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

1 unchanged sentence

below $0.0014 per share for more than five 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.

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 quoted 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

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

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

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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.

GS Capital notes, the penalty shall be $ 250 per day for each day that 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

In an event of breach of section 8m as defined in each GS Capital note, 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 $ 4,457 , respectively, as of December

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

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 bears interest at a rate of 8 % per annum, which interest

may be paid by the Company to Red Road in shares of the Company’s 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 provisions.

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 the 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 the Note, to convert

all or any part of the outstanding and unpaid amount of the Note into common stock at the then-applicable conversion price.

to the terms of the Purchase Agreement, the Company paid Red Road’s legal fees and due diligence expenses in the aggregate amount

of $ 3,750 which was recorded as a debt discount.

conversion price for the Note shall be equal to the Variable Conversion Price (as defined therein) (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).

“Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined therein) (representing a discount rate

“Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Company’s

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.

The Note is treated as stock settled

debt under ASC 480 and accordingly the Company recorded a total of $ 28,942 put premium .

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 the Company’s 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

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.

total principal amount outstanding under the above Red Road Note was $ 53,750 and accrued interest of $ 1,013 as of December 31, 2022.

of debt discounts

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

Company recorded $ 131,168 and $ 40,500 of debt discounts related to the above note issuances during the six months ended December 31,

2022 and 2021, respectively.

The Company recorded $ 144,711 and $ 245,000 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.

six months ended December 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 December 31, 2022 and 2021 was $ 52,629 and $ 5,221 , respectively.

Amortization of all

debt discounts for the six months ended December 31, 2022 and 2021 was $ 83,903 and $ 11,295 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company reclassified $ 218,992 and $ 126,310 in put premiums to additional paid in capital following conversions during the six months

ended December 31, 2022 and 2021, respectively.

7 – STOCKHOLDERS’ DEFICIT

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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.

1,500,005 , such that the total number of shares of all classes and series the Company was authorized to issue became 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

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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.

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power over these shares.

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

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

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

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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 September 30, 2022 and June 30, 2022.

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

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

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.

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

fiscal year 2022.

issued for Common Stock Purchase Agreement

Capital Growth Fund LP

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

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

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

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

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

is committed to purchase up to Five Million Dollars ($ 5,000,000 ) of shares of the Company’s Common Stock, over the 36 -month term

of the Purchase Agreement (the “Total Commitment”).

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

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term of the Purchase Agreement, commencing on the trading day immediately following the date on which the Registration Statement becomes

effective, the Company, in our sole discretion, may provide Dutchess with a draw down notice (each, a “Draw Down Notice”),

effective, the Company, in its sole discretion, may provide Dutchess with a draw down notice (each, a “Draw Down Notice”),

to purchase a specified number of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations

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Closing Date shall mean the five business days after the Clearing Date.

Clearing Date shall mean the first business day that the

Selling Shareholder holds the Draw Down Amount in its brokerage account and is eligible to trade the shares.

Clearing Date shall mean the first business day that the Selling

Shareholder holds the Draw Down Amount in its brokerage account and is eligible to trade the shares.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of

(i) 300 % of the average daily share volume of the Common Stock in the five (5) trading days immediately preceding the Draw Down Notice

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

(i) 300 % of the average daily share volume of the Common Stock in the five trading days immediately preceding the Draw Down Notice or

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

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

of delivering one draw down notice to Dutchess.

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

The Company received $ 23,758 of a previously recorded subscription receivable during the six months ended December 31, 2022.

Enterprises, LLC

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 its 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.

During the six months ended December

31, 2022, the Company has not received a draw down notice from Coventry.

issued for conversion of convertible debt

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.

of June 30, 2022, there were 7,326,007 shares of Common Stock issuable from the conversion of debt during fiscal 2022.

Such shares 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

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The total recorded to equity was $ 456,939 .

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

October 17, 2022 through December 27, 2022, the Company issued an aggregate of 380,506,070 shares of its common stock at an average contractual

conversion price of $ 0.001 as a result of the conversion of principal of $ 158,500 , and accrued interest of $ 7,191 underlying certain

outstanding convertible notes converted during such period.

The total recorded to equity was $ 165,691 .

Company reclassified $ 218,992 from put premium liabilities to additional paid in capital following conversions during the six months

ended December 31, 2022.

the six months ended December 31, 2022, converted notes – principal of $ 79,000 and accrued interest of $ 9,543 containing bifurcated

embedded conversion option derivatives.

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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 September 30, 2022.

Company has 3,835,337,946 shares of its Common Stock reserved for future issuances based on lender reserve requirements pursuant

to underlying financing agreements at December 31, 2022.

issued for services and accrued expenses

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

October 25, 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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 16, 2022, the Company issued 73,301,020 shares of the Company’s Common Stock to a consultant for services rendered from

July 2022 to November 2022.

Those shares were valued at approximately $ 0.00007 per share or $ 51,311 , being the closing price of the stock

on the date of grant to such consultant.

The Company recorded stock-based compensation of $ 51,311 during the six months ended December

issued for exercise of warrants

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

July 29, 2022 and December 6, 2022, the Company received gross proceeds of $ 200,000 from the exercise of 5,000 Series B Warrants and

issued 5,000 shares of its Common Stock.

the six months ended December 31, 2022, the Company issued 191,999,040 shares of its Common Stock from the alternate cashless exercise

of 960 Series A warrants with an original exercise price of $ 200 and alternate cashless exercise price of $ 0.001 .

7 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 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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2022

Accordingly, the Company recognized a deemed dividend of $ 19,322 and $ 408,557 during the three and six months ended December 31, 2022,

respectively, and a corresponding increase in loss available to common stockholders upon the alternate cashless exercise of these warrants.

issued in connection with a note payable

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 (see Note 5).

As an additional inducement

to the Coventry purchasing the note, the Company, as of the original issue date and for no additional consideration, issued to Coventry

an aggregate of 75,000,000 shares of the Company’s Common Stock, which were valued using the relative fair value method at $ 37,500

and recognized as debt discount to be amortized over the term of the note.

to employment agreements dated in May 2019, the Company granted an aggregate of 78 and 39 restricted stock units to the Company’s

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based on the quoted trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense as of September

There were $ 248,620 unrecognized restricted stock units expense as of December

31, 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:

not yet been met and such restricted stock units have not yet vested as of December 31, 2022 and June 30, 2022 to which the $ 248,620

following table summarizes warrant activity for the six months ended December 31, 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

at June 30, 2022

at December 31, 2022

and Exercisable:

average remaining contractual term

intrinsic value

total warrants of 3,403,460 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

with no class designation

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 16, 2022, the Company entered into an agreement with a certain consultant to provide services over a three-month period in exchange

4 unchanged sentences

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.

compensation expenses with respect to the grant of such warrants during the six months ended December 31, 2022.

August 16, 2022, the Company and a third-party investor relations consultant agreed to settle an outstanding payable of $ 23,050 in exchange

4 unchanged sentences

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

gain from settlement of debt of $ 17,499 during the six months ended December 31, 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:

summary of the Company’s option activity during the six months ended December 31, 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

at June 30, 2022

at December 31, 2022

Exercisable at December

and Exercisable:

average remaining contractual term

average fair value of options granted during the period

intrinsic value

the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019

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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

the six months ended December 31, 2022 and 2021, the Company recognized stock-based compensation of $ 0 and $ 41,436 , respectively related

to vested stock options.

There was $ 0 of unvested stock options expense as of September 30, 2022.

There was $ 0 of unvested stock options expense as of December 31, 2022.

No stock options were granted during

the three months ended September 30, 2022.

the six months ended December 31, 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 September 30, 2022 and June 30, 2022 consolidated balance sheets.

in the December 31, 2022 and June 30, 2022 consolidated balance sheets.

The Company recorded the penalties for all three years during

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The Company is current on all subsequent filings.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “University”),

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On October 1, 2020, the Company entered into another

two-year collaboration agreement with the University of Jaén to provide certain research services to the Company.

In consideration

of such services, the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD) which shall be paid in four installment

payment of 5,000 Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 ) in December 2021 and 10,000 Euros

($ 11,715 ) in September 2022.

Additionally, the University shall hire and train a doctoral student for this project and as such the Company

shall pay the University 25,837 Euros ($ 30,268 USD).

In exchange for full ownership of the intellectual property the Company agreed to

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:

two-year collaboration agreement with the University to provide certain research services to the Company.

In consideration of such services,

the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD), which were paid in four installment payment of 5,000

Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 ) in December 2021 and 10,000 Euros ($ 11,715 ) in September

Additionally, the University shall hire and train a doctoral student for this project and as such the Company shall pay the University

25,837 Euros ($ 30,268 USD).

In exchange for full ownership of the intellectual property the Company agreed to 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 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

In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($ 53,806 USD) payable

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,

8,000 Euros ($ 8,091 USD) in September 2022 (unpaid),

7,000 Euros ($ 7,080 USD) in December 2022 (unpaid),

10,000 Euros ($ 10,114 USD) in March 2023, and

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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.

of December 31, 2022 and June 30, 2022, the Company has $ 14,135 and $ 14,364 , respectively, balance due to the University for unreimbursed

lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets.

of December 31, 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.

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 the consultant’s

diluted holdings back 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.

November 16, 2022, the Company issued 73,301,020

shares of the Company’s common stock to this consultant for services rendered from July 2022 to November 2022 (see Note 7).

Accordingly, the Company recorded accrued expenses of $ 17,479

as of December 31, 2022 based on the amount of shares owed multiplied by the December 31, 2022 stock price, which are included in

accrued expenses and other liabilities in the accompanying condensed unaudited consolidated balance sheets along with $ 100,000 related to the monthly fees for a total balance owed of $ 117,479 as of December 31, 2022.

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

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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

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:

term portion of lease liability

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

future minimum lease payments under non-cancelable operating lease at December 31, 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

Year 2023 (remaining)

operating lease liability

weighted average remaining lease term for the operating lease is 2.26 years.

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included the following:

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

of December 31, 2022 and June 30, 2022, the Company owed its former director a total of $ 30,257 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

of December 31, 2022 and June 30, 2022, the Company owed its former director a total of $ 50,357 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

The total loans balance owed at December 31, 2022 and June 30, 2022 is not interest bearing

(see Note 5).

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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)

As of December 31, 2022 and June 30, 2022, total rent payable of $ 140,129 AUD ($ 95,358 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

Rent expense under this lease was $ 13,879 and $ 14,286 for the six months ended December 31, 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

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setting forth the terms and conditions of Mr.

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

Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ;

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

The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ;

however, the term of the Nathanielsz Employment Agreement

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 June 30, 2021 as amended May 14, 2019 (see below).

The Nathanielsz

Employment Agreement provides Mr.

Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and

a monthly contribution to Mr.

automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent

not to renew.

The Nathanielsz Employment Agreement continues in effect as of December 31, 2022 as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680

USD) and a monthly contribution to Mr.

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

Nathanielsz has the ability to convert

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

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

to the Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his

annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company.

Nathanielsz has the ability

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

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

Pursuant to the Nathanielsz Employment Agreement, Mr.

Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 %

of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the

On March 16, 2018, the Company’s board of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 300,000

AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

On August 1, 2022, the Company’s board of directors

approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 276,600 USD) to $ 600,000 AUD ($ 414,900 USD), effective

July 1, 2022.

Nathanielsz’s annual base salary

from $ 300,000 AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.

On August 1, 2022, the Company’s board

of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 276,600 USD) to $ 600,000 AUD ($ 414,900

USD), effective July 1, 2022.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

February 1, 2018, Mrs.

Effective February 1, 2018, Mrs.

Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.

4 unchanged sentences

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.

Nathanielsz was granted a $ 460,000 AUD ($ 315,376 USD)

bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal year ended June 30,

2019 with $ 200,000 AUD ($ 137,120 USD) of such bonus payable by the Corporation to the CEO throughout the Corporation’s 2019 fiscal

year as the Corporation’s cash resources allow, with the remaining $ 260,000 AUD ($ 178,256 USD) of such bonus to be deferred by

the CEO until a future date when the Corporation’s cash resources allow for such payment, as agreed to by the CEO.

A total of $ 90,000

AUD ($ 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.

No payments were made during the six months

ended December 31, 2022.

to the approval of the Company’s board of directors (the “Board”), on May 14, 2019, Mr.

Nathanielsz was granted a $ 460,000

AUD ($ 315,376 USD) bonus for accomplishments achieved while serving as the Company’s Chief Executive Officer during the fiscal

year ended June 30, 2019 with $ 200,000 AUD ($ 137,120 USD) of such bonus payable by the Company to him throughout the Company’s

2019 fiscal year as its cash resources allow, with the remaining $ 260,000 AUD ($ 178,256 USD) of such bonus to be deferred by Mr.

until a future date when the Company’s cash resources allow for such payment, as agreed to by him.

A total of $ 90,000 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’s base salary which was accrued as of June 30, 2020.

A total of $ 202,620 AUD ($ 136,606 USD) in payments

7 unchanged sentences

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000

shares of the common stock of the Company.

shares of the Company’s Common Stock.

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

Employment Agreement (the “Employment Agreement”) with James Nathanielsz, the Company’s Chief Executive Officer, Chairman,

acting Chief Financial Officer and a director, for a term of three years , subject to automatic one -year renewals, at an annual salary

of $ 400,000 AUD.

$ 144,166 AUD ($ 99,691 USD) in payments were made in respect of 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 in respect of the bonuses during the

six months ended December 31, 2022, resulting in a remaining balance of $ 139,937 AUD ($ 95,227 USD) bonus payable as of December 31, 2022

which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement – On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and

Restated Employment Agreement (the “Employment Agreement”) with James Nathanielsz, the Company’s Chief Executive Officer,

Chairman, acting Chief Financial Officer and a director, for a term of three years , subject to automatic one-year renewals , at an annual

salary of $ 400,000 AUD ($ 309,313 USD).

Pursuant to the Employment Agreement, Mr.

Nathanielsz was granted options to purchase 39 shares of the Company’s

common stock (the “Nathanielsz Options”), with an exercise price per share of $ 4,675 ( 110 % of the closing market price of

the Company’s common stock on May 14, 2019 (or $ 4,250 ), the date of approval of such grant by the Company’s board of directors),

Nathanielsz was granted options to purchase 39 shares

of the Company’s Common Stock (the “Nathanielsz Options”), with an exercise price per share of $ 4,675 ( 110 % of the

closing market price of the Company’s Common Stock on May 14, 2019 (or $ 4,250 ), the date of approval of such grant by the Board),

(ii) 39 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 39 restricted stock

1 unchanged sentence

Such options and restricted stock units were granted pursuant to

the 2019 Plan approved by the Company’s board of directors on the Effective Date.

The Nathanielsz Options have a term of 10 years

from the date of grant.

1/3rd of the Nathanielsz Options shall vest every successive one-year anniversary following the Effective Date,

provided, that on each such vesting date Mr.

Nathanielsz is employed by the Company and subject to the other provisions of the Employment

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

Nathanielsz’s

continued employment with the Company through such vesting date.

The Additional Nathanielsz RSUs will vest as follows, subject to Mr.

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

(i) 7.80 of the Additional Nathanielsz

RSUs shall vest upon the Company submitting Clinical Trial Application (the “CTA”) for PRP, the Company’s lead product

candidate (“PRP”), for a First-In-Human study for PRP (the “Study”) in an applicable jurisdiction to be selected

by the Company, (ii) 7.80 of the Additional Nathanielsz RSUs shall vest upon the CTA being approved in an applicable jurisdiction, (iii)

7.80 of the Additional RSUs shall vest upon the Company completing an equity financing in the amount of at least $ 4,000,000 in gross

proceeds, (iv) 7.80 of the Additional Nathanielsz RSUs shall vest upon the shares of the Company’s Common Stock being listed on

a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (v) the remaining 7.80 of the Additional Nathanielsz RSUs shall vest upon the

Company enrolling its first patient in the Study.

Each vested restricted stock unit shall be settled by delivery to Mr.

Nathanielsz of

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

of the Company’s board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of Control

(as defined in the Employment Agreement), (ii) the date that is ten business days following the vesting of such restricted stock unit,

(iii) the date of Mr.

Nathanielsz’s death or Disability (as defined in the Employment Agreement), and (iv) Mr.

Nathanielsz’s

employment being terminated either by the Company without Cause or by Mr.

Nathanielsz for Good Reason (each as defined in the Employment

In the event of a Change of Control, any unvested portion of the Nathanielsz Options and such restricted stock units shall

vest immediately prior to such event.

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”)

the 2019 Plan approved by the Board on the Effective Date.

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

Nathanielz Options and Additional Nathanielz RSU’s are subject to vesting periods pursuant to the Employment Agreement.

39 vested options and 39 restricted stock units that are considered issuable as of December 31, 2022 and June 30, 2022.

October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.

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

Nathanielsz with a

base salary of $ 600,000 AUD ($ 414,900 USD) per annum.

The Company has also agreed to pay Mr.

Nathanielsz 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

2 unchanged sentences

periods unless either party elects not to renew.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

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

Agreement”) with Dr.

Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years , subject to

automatic one -year renewals, at an annual salary of $ 54,000 AUD.

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

was designated as an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services

and Restated Services Agreement – On May 14, 2019, the Company also entered into an Amended and Restated Services Agreement (the

“Services Agreement”) with Dr.

Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years ,

subject to automatic one-year renewals , at an annual salary of $ 54,000 AUD ($ 41,580 USD).

In connection with the execution of the Services

Agreement, Dr.

Kenyon was granted options to purchase 20 shares of the Company’s common stock (the “Kenyon Options”),

with an exercise price per share of $ 4,250 ( 100 % of the closing market price of the Company’s common stock on May 14, 2019, the

date of approval of such grant by the Company’s board of directors), (ii) 20 restricted stock units of the Company (the “Initial

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

options and restricted stock units were granted pursuant to the 2019 Plan approved by the Company’s board of directors on the Effective

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

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

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

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

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

subject to Dr.

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

The Additional Kenyon RSUs will vest as

follows, subject to Dr.

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

(i) 5 of the Additional

Kenyon RSUs shall vest upon the Company submitting the CTA for PRP for the Study in an applicable jurisdiction to be selected by the

Company, (ii) 5 of the Additional Kenyon RSUs shall vest upon the Company completing an equity financing in the amount of at least $ 4,000,000

in gross proceeds, (iii) 5 of the Additional Kenyon RSUs shall vest upon the shares of the Company’s Common Stock being listed

on a senior stock exchange (NYSE, NYSEMKT or NASDAQ), and (iv) the remaining 5 of the Additional Kenyon RSUs shall vest upon the Company

enrolling its first patient in the Study .

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

Kenyon of one share of the Company’s

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

directors and subject to the Plan, on the first to occur of:

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

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

Kenyon’s death or Disability

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

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

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

In the event of a Change of Control (as defined in the Services

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

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.

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

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 20 shares of the Company’s common stock (the “Kenyon

Options”), with an exercise price per share of $ 4,250 ( 100 % of the closing market price of the Company’s Common Stock on

May 14, 2019, the date of approval of such grant by the Board), (ii) 20 restricted stock units of the Company (the “Initial Kenyon

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

and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date.

The Kenyon Options have

a term of 10 years from the date of grant.

The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant

to the Services Agreement.

There are 20 vested options and 20 vested restricted stock unit that are considered issuable as of December

31, 2022 and June 30, 2022.

August 12, 2021, pursuant to a Cancellation Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420,000

shares of the Company’s Common Stock of the Company.

As of December 31, 2022 and June 30, 2022, total accrued salaries of $ 69,000

AUD ($ 46,265 USD) and $ 54,000 AUD ($ 37,341 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated

balance sheets.

Collaboration

6 unchanged sentences

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 on the consolidated

balance sheet as accumulated other comprehensive income.

intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, none of which has been repaid as of December 31, 2022.

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

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

on the consolidated balance sheet as accumulated other comprehensive income.

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

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 September 30, 2022 and June 30, 2022, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

PROPANC BIOPHARMA, INC.

has not experienced any losses in such accounts through December 31, 2022.

Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 62,500 for original

issue discounts and debt issue costs during the six months ended December 31, 2022 from each of the five lenders of $ 101,250 , $ 94,500 ,

$ 150,000 , $ 50,000 and $ 100,000 respectively, which represents approximately 20 %, 19 %, 30 %, 10 % and 21 % respectively of total proceeds

received by the Company during the six months ended December 31, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company primarily relied on funding from three convertible debt lenders and received proceeds after deductions of $ 40,500 for original

issue discounts and debt issue costs during the six months ended December 31, 2021 from the lenders of $ 414,500 (from each of the three

lenders of $ 160,000 , $ 110,000 and $ 144,500 , respectively, which represents approximately 39 %, 26 % and 35 %, respectively of total proceeds

received by the Company during the six months ended December 31, 2021.

Concentration

of December 31, 2022 and June 30, 2022, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

5 unchanged sentences

In Canada, the patent application remains under examination.

2016 and early 2017, we filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the “PCT”).

The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can

simultaneously seek protection for an invention in over 150 countries.

Once filed, the application is placed under the control of the

national or regional patent offices, as applicable, in what is called the national phase.

One of the PCT applications filed in November

2016, entered national phase in July 2018 and another PCT application is currently entering national phase in August 2018.

application entered the national phase in October 2018.

2016 and early 2017, the Company filed other patent applications.

Three applications were filed under the Patent Cooperation Treaty (the

The PCT assists applicants in seeking patent protection by filing one international patent application under the

PCT, applicants can simultaneously seek protection for an invention in over 150 countries.

Once filed, the application is placed under

the control of the national or regional patent offices, as applicable, in what is called the national phase.

One of the PCT applications

filed in November 2016, entered national phase in July 2018 and another PCT application is currently entering national phase in August

A third PCT application entered the national phase in October 2018.

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

4 unchanged sentences

field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

of September 30, 2022 and June 30, 2022, the Company’s operations are based in Camberwell, Australia, however the majority of research

of December 31, 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 September 30,

As of December 31,

2022 and June 30, 2022, there has been no activity within this entity.

9 unchanged sentences

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.

which were treated as derivative instruments outstanding at December 31, 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 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

price of the Company’s common stock at December 31, 2022, the last trading day of the period ended December 31, 2022, was $ 0.0006 .

The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at December

31, 2022 are indicated in the table that follows.

2 unchanged sentences

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

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.

during the six

December 31, 2022)

Remaining Term (in years)

Free Interest Rate

dividend yield

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 September 30, 2022 and June 30,

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2022 and June 30,

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

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

December 31, 2022

conversion option liabilities

June 30, 2022

conversion option liabilities

following is a roll forward for the six months ended December 31, 2022 of the fair value liability of price adjustable derivative instruments:

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

at June 30, 2022

fair value of embedded conversion option derivative liability recorded as debt discount

of derivative liability upon debt conversion

in fair value included in statements of operations

at December 31, 2022

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL

September 30, 2022

Note may be prepaid until 180 days from the issuance date.