What changed in this filing

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Item 1. Financial Statements

2023-05-15 compared with 2023-02-10 · 1263 added, 989 removed, 750 unchanged (75% of the section changed)

3 unchanged sentences

on Form 10-Q:

TO FINANCIAL STATEMENTS

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)

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets at March 31, 2023 (unaudited) and June 30, 2022

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2023 and 2022

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

31, 2023 and 2022 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended March 31, 2023 and 2022 (unaudited)

to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

tax receivable

expenses and other current assets

CURRENT ASSETS:

deposit - related party

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

GST tax receivable

expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related

Operating 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

Accrued interest

Convertible notes, net

of discounts and including put premiums

Operating lease liability

- related party, current portion

Embedded conversion option

Due to former director

- related party

Loan from former director

- related party

benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

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 December 31, 2022 and

June 30, 2022

B preferred stock, $ 0.01 par value;

Commitments and Contingencies

STOCKHOLDERS’ DEFICIT:

Preferred stock, 1,500,005 shares authorized,

$ 0.01 par value:

Series A preferred stock,

$ 0.01 par value;

500,000 shares previously authorized;

0 and 500,000 shares issued and outstanding as of March 31, 2023 and June

30, 2022, respectively

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

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

1 share issued and outstanding as of March 31, 2023 and June 30, 2022

Preferred stock value

stock, $ 0.001 par value;

Common stock, $ 0.001 par value;

10,000,000,000

shares authorized;

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

2,621,297,786 and 220,350,921 shares issued and outstanding as of March 31, 2023 and June

30, 2022, respectively

Common stock issuable ( 4,434 and 19,597,024

shares as of March 31, 2023 and June 30, 2022, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive

Accumulated deficit

( 63,878,972 )

( 61,557,893 )

stock ( 1 share)

Treasury stock ( 1

STOCKHOLDERS’ DEFICIT

2 unchanged sentences

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the six months ended

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Administration

4 unchanged sentences

( 1,567,043 )

( 1,391,678 )

INCOME (EXPENSE)

17 unchanged sentences

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

1,924,073,522

1,115,848,071

LOSS AVAILABLE TO COMMON STOCKHOLDERS

11 unchanged sentences

$ ( 2,197,553 )

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED

MARCH 31, 2023 AND 2022

Comprehensive

Stockholders’

Comprehensive

Stockholders’

at June 30, 2021

28 unchanged sentences

( 2,930,193 )

Comprehensive

Stockholders’

at June 30, 2022

$ ( 61,557,893 )

( 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 conversion of convertible debt and accrued interest

of common stock for services

of common stock for exercise of warrants

2 unchanged sentences

of put premium upon debt conversion

based compensation in connection with stock warrant grant

Warrant grant for settlement of accounts payable

currency translation gain

based compensation in connection with stock option grants

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2022

at September 30, 2022

loss for the three months ended March 31, 2022

at March 31, 2022

$ ( 60,398,419 )

$ ( 2,947,420 )

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

Comprehensive

Stockholders’

Balance at June

$ ( 61,557,893 )

$ ( 3,023,649 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

issuable shares

( 19,596,965 )

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

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

Warrant grant for settlement

of accounts payable

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Net loss for the three

months ended September 30, 2022

Balance at September

( 62,564,423 )

( 2,767,535 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

issuable shares

Issuance of common stock for

exercise of warrants

Issuance of common stock for

alternate cashless exercise of warrants

Issuance of common stock for

Issuance of common stock in

connection with a note payable

Reclassification of put premium

upon debt conversion

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Net loss for the three

months ended December 31, 2022

Balance at December 31, 2022

1,245,699,501

( 63,069,163 )

( 2,915,417 )

Issuance of common stock for

conversion of convertible debt and accrued interest

1,375,598,285

Issuance of common stock for

conversion of convertible debt and accrued interest

1,375,598,285

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

1,375,598,285

Issuance of common stock for

exercise of warrants

Reclassification of put premium

upon debt conversion

Retirement of Series A Preferred

Foreign currency translation

Net loss for the three

months ended March 31, 2023

at March 31, 2023

2,621,297,786

$ ( 63,878,972 )

$ ( 2,941,414 )

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

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

the six months ended December 31,

FLOWS FROM OPERATING ACTIVITIES:

the nine months ended March 31,

CASH FLOWS FROM OPERATING

$ ( 1,912,522 )

1 unchanged sentence

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

Issuance and amortization

of common stock for services

Foreign currency transaction

Depreciation expense

Amortization of debt discounts

Amortization of right-of-use

Change in fair value of

derivative liabilities

Gain on extinguishment

Gain from settlement of

accounts payable

Stock option, stock warrants

and restricted stock expense

Non-cash interest expense

Accretion of put premium

in Assets and Liabilities:

expenses and other assets

benefit liability

expenses and other payables

GST receivable

Prepaid expenses and other

Accounts payable

Employee benefit liability

Accrued expenses and other

Accrued interest

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

( 1,025,306 )

CASH FLOWS FROM FINANCING

Proceeds from convertible

promissory notes, net of original issue discounts and issue costs

Proceeds from the sale

of common stock

Collection of subscription

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

Effect of exchange rate changes on cash

NET INCREASE IN CASH

CASH AT BEGINNING OF

CASH AT END OF PERIOD

Disclosure of Cash Flow Information

4 unchanged sentences

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

discounts related to derivative liability

discounts related to common stock issued with a note payable

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.

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

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Biopharma, Inc.

(the “Company,” “we,” “us” or “our”) was originally incorporated in Melbourne,

Victoria Australia on October 15, 2007 as Propanc PTY LTD, and continues to be based in Camberwell, Victoria Australia.

Since its inception,

substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk

patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning

and spreading.

The Company anticipates establishing global markets for its technologies.

Our lead product candidate, which we refer to

as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically.

(the “Company,” “we,” “us” or “our”) is based in Camberwell,

Victoria Australia.

Since its inception, substantially all of the operations of the Company have been focused on the development of

new cancer treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term

therapy designed to prevent the cancer from returning and spreading.

The Company anticipates establishing global markets for its

technologies.

Our lead product candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the

anti-cancer effects of multiple enzymes acting synergistically.

It is currently in the preclinical phase of development.

November 23, 2010, the Company was incorporated in the state of Delaware as Propanc Health Group Corporation.

In January 2011, to reorganize

the Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis making it a wholly-owned subsidiary

of the Company.

July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD.

On November 23, 2010,

Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of

the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY

LTD becoming a wholly-owned subsidiary of the Company.

July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

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

As of December 31,

As of March 31, 2023,

there has been no activity within this entity.

8 unchanged sentences

candidate, PRP, through various stages of development.

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

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

to file a Certificate of Amendment to its Certificate of Incorporation (the “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 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

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 “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.

of Presentation

4 unchanged sentences

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

adjustments) necessary to present fairly our consolidated results of operations for the three and nine months ended March 31, 2023 and

2022 and cash flows for the three and nine months ended March 31, 2023 and 2022, and our consolidated financial position at March 31,

2023 have been made.

The Company’s results of operations for the six months ended December 31, 2022 are not necessarily indicative

The Company’s results of operations for the nine months ended March 31, 2023 are not necessarily indicative

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

10 unchanged sentences

Propanc (UK) Limited was

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

an inactive wholly-owned subsidiary through March 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

preparation of financial statements in conformity with US

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

9 unchanged sentences

Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD).

For financial reporting purposes,

the Australian dollar has been translated into the Company’s reporting currency which is the United States dollar ($) and/or (USD).

For financial reporting

purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar

($) and/or (USD).

Assets and liabilities are translated at the exchange rate in effect at the balance sheet date.

Revenues and expenses are translated

at the average rate of exchange prevailing during the reporting period.

Equity transactions are translated at each historical transaction

date spot rate.

Translation adjustments arising from the use of different exchange rates from period to period are included as a component

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

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

income (loss).

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

the balance sheet date.

expenses are translated at the average rate of exchange prevailing during the reporting period.

Equity transactions are translated

at each historical transaction date spot rate.

Translation adjustments arising from the use of different exchange rates from period

to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income

(loss).” Gains and losses resulting from foreign currency transactions are included in the statements of operations and

comprehensive income (loss) as a component of other comprehensive income (loss).

There have been no significant fluctuations in the

exchange rate for the conversion of Australian dollars to USD after the balance sheet date.

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

8 unchanged sentences

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

March 31, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ 556,000 and $ 15,600 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of March 31, 2023, 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

rate on balance sheet dates

of March 31, 2023 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:

OF TRANSLATION EXCHANGE RATES

Exchange rate on balance sheet dates

AUD exchange rate

exchange rate for the period

Average exchange rate for the period

AUD exchange rate

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

change in Accumulated Other Comprehensive Income by component during the nine months ended March 31, 2023 was as follows:

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

1 unchanged sentence

Balance, June 30, 2022

Unrealized foreign currency translation gain

Ending balance, December 31, 2022

Unrealized foreign currency

translation gain

Ending balance, March 31, 2023

Value of Financial Instruments and Fair Value Measurements

14 unchanged sentences

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13 unchanged sentences

There were no cash equivalents

as of December 31, 2022 or June 30, 2022.

as of March 31, 2023 or June 30, 2022.

and Equipment

8 unchanged sentences

estimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

and equipment

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

a regulatory agency.

However, the Company will expense any patent costs as long as we are in the startup stage.

Accordingly, as the Company’s

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.

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

by a regulatory agency.

However, the Company will expense any patent costs as long as it is in the startup stage.

Accordingly, as

the Company’s products are not currently approved for market, all patent costs incurred from 2013 through March 31, 2023 were

expensed immediately.

This practice of expensing patent costs immediately ends when a product receives market authorization from a

government regulatory agency.

of Long-Lived Assets

20 unchanged sentences

which are disclosed as operating cash flows.

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

of March 31, 2023, and June 30, 2022, the Company was owed $ 3,334 and $ 2,342 , respectively, from the Australian Taxation Office.

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

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

5 unchanged sentences

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

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

Features in Financial Instruments will no longer cause derivative treatment.

Notes With Variable Conversion Options

Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and

accrued interest may be converted, by the holder, into common shares at a fixed discount to the price of the common stock at or around

accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share

(“common stock”) at a fixed discount to the price of the common stock at or around

the time of conversion.

19 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 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.

Total research and development costs for the three months ended March 31, 2023 and 2022 were $ 66,020 and $ 50,395 , respectively.

research and development costs for the nine months ended March 31, 2023 and 2022 were $ 242,223 and $ 147,702 , respectively.

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 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

each of the nine months ended March 31, 2023 and 2022, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 131,037 and $ 55,250 , respectively, which is reflected as a tax benefit in the accompanying

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

19 unchanged sentences

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

13 unchanged sentences

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

net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for

the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities consist of the incremental

common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments.

dilutive securities are excluded from the computation if their effect is anti-dilutive.

As a result, the basic and diluted per-share

amounts for all periods presented are identical.

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

(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

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 Share of Common Stock

net loss per share of common stock is computed by dividing the net loss by the weighted average number of common stock outstanding

during the period.

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common

shares outstanding for the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive

securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options,

warrants, restricted stock units and convertible debt instruments.

Potentially dilutive securities are excluded from the computation

if their effect is anti-dilutive.

As a result, the basic and diluted per-share amounts for all periods presented are identical.

holder of the notes and warrants has agreed to a 4.99 %

beneficial ownership conversion limitation (subject to certain noteholders’ abilities to increase such limitation to 9.99%

upon 60 days’ notice to the Company), and certain notes may not be converted during the certain specified time period from the

date of issuance.

The Company’s CEO holds Series B

Preferred Stock that, when combined, confers upon him a majority vote , including regarding authorization of additional common shares and/or the

authorization of a reverse split the stock as considered necessary.

Such securities are considered dilutive securities, which

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

OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

Stock Options

Warrants with no designations

A Warrants as if converted at alternate cashless exercise prices

Series A Warrants as if converted at alternate

cashless exercise prices

1,997,190,014

C Warrants as if converted at alternate cashless exercise prices *

Series B Warrants

Series C Warrants as if converted at alternate

cashless exercise prices *

8,874,955,625

restricted stock

Unvested restricted stock units

Convertible Debt

11,405,007,128

convertible ratably upon exercise of Series B Warrants

* Only 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

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

The standard is effective

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

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

reporting periods.

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

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

The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and

interim periods within those reporting periods.

Early adoption is permitted, but no earlier than fiscal years beginning after

December 15, 2020, including interim periods within those reporting periods.

The Company is currently assessing the impact the new

guidance will have on its condensed consolidated financial statements.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

of the Company as a going concern.

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

For the nine months ended March 31, 2023, the Company had no revenues, had a net loss of $ 1,912,522 ,

and had net cash used in operations of $ 927,278 .

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

Additionally, As of March 31, 2023, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 2,963,642 , $ 2,941,414 , and $ 63,878,972 , respectively.

17 unchanged sentences

reduced business and consumer spending due to both job losses, reduced investing activity and M&A transactions, among many other

effects attributable to the COVID-19 (coronavirus), and there continue to be many unknowns.

effects attributable to the COVID-19 (coronavirus).

While to date the Company has not been required

to stop operating, management is evaluating its use of its office space, virtual meetings and the like.

The Company continues to monitor

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

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 December 31, 2022 and June 30, 2022.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

equipment at cost

and equipment consist of the following as of March 31, 2023 and June 30, 2022.

OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

Accumulated depreciation

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.

Total property, plant,

and equipment

expense for the three months ended March 31, 2023 and 2022 were $ 450 and $ 490 , respectively.

Depreciation expense for the nine months

ended March 31, 2023 and 2022 were $ 1,345 and $ 1,503 , respectively.

4 – DUE TO FORMER DIRECTOR – RELATED PARTY

4 unchanged sentences

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

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).

The total amounts owed to the former

director at March 31, 2023 and June 30, 2022 were $ 29,777

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 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).

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.

from the Company’s former director at March 31, 2023 and June 30, 2022 were $ 49,558 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 nine months ended March 31, 2023 and

2022, respectively (see Note 9).

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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

Bridge Securities Purchase Agreement

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown

Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge

Note”), which had a remaining principal balance of $ 65,280

as of March 31, 2023 (see Note 6).

The maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

The Crown Bridge Note bore interest at a default interest rate of 15 %

In 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 1934, as amended (the “Exchange Act”).

Crown Bridge agreed to surrender all conversion rights in its

currently held convertible notes, including the Crown Bridge Note.

Consequently, as of March 31, 2023, the Company reclassified the

remaining principal balance of $ 65,280

from a 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 nine months ended March 31, 2023.

The total accrued interest from this loan amounted

as of March 31, 2023.

Crown Bridge Note 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:

6 – CONVERTIBLE NOTES

Notes Payable

Company’s convertible notes outstanding at March 31, 2023 and June 30, 2022 were as follows:

OF NOTES PAYABLE CONVERTIBLE DEBT

Convertible notes and debenture

Unamortized discounts

Convertible notes,

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.

November 3, 2022, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC (“Coventry”),

pursuant to which the Company issued Coventry a promissory note from the Company in the aggregate principal amount of

such principal and the interest thereon convertible into shares of the Company’s common stock following an event of default (the “Coventry Note”).

The Coventry Note contains a $ 25,000

original issue discount.

The Company used 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, with $ 12,500

in guaranteed interest.

The principal amount and the guaranteed interest is due and payable in seven equal monthly payments of $ 19,643 ,

commencing on March 24, 2023 and continuing on the 24th day of each month thereafter until paid in full not later than October 24, 2023, 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.

in the event that the Company files with the SEC a qualified offering statement on Form 1-A and such note has been outstanding for

four months since its issuance, Coventry has the right to convert all or portion of such note, including guaranteed interest, into

shares of common stock at the offering price used in connection with such offering.

any time following an event of default under 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 therein).

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”).

In the event that, within

30 calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price,

the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any

combination thereof) or for any other reason issues any shares of 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, at the option of Coventry, (i) if the conversion has not yet occurred, then the Alternative

Conversion Price will be substituted for the Calculated Conversion Price and (ii) if the conversion has occurred, then, within two

trading days following Coventry’s written request, the Company is required to 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 Price.

Accordingly, the Coventry note is treated as stock settled debt under ASC 480 and the Company recorded a total of $ 13,889

put premium during the nine months ended March 31, 2023.

the occurrence and during the continuation of certain events of default, interest on the Coventry Note accrues at a default interest

rate equal to the lesser of (i) 18% per annum or (ii) the maximum rate permitted by law.

Subject to the beneficial ownership

limitation in the Coventry Note, if any event of default occurs, then the outstanding principal amount guaranteed interest plus

accrued but unpaid default rate interest, liquidated damages and other amounts owing on the Coventry Note through the date of

acceleration becomes immediately due and payable at Coventry’s option, in cash or in shares of common stock at the mandatory

default amount, which is equal to 120% of all such amounts due on the Coventry Note.

If the Company fails to deliver to Coventry

such shares, the Company is required to pay in cash an amount equal to the amount that the value of such shares exceeds the

principal amount and interest of the attempted conversion.

an additional inducement to Coventry entering into such agreement, the Company issued to Coventry 75,000,000

shares of common stock on the issuance date of the Coventry Note, which was valued using the relative fair value method at $ 37,500

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

The Company failed to make the first installment payment due in March 2023

which is considered an event of default.

Additional money owed to Coventry due to default is considered de minimis as of March 31, 2023.

total principal amount outstanding under the Coventry Note was $ 125,000 and accrued interest of $ 5,103 as of March 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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

10, 2017 Consulting Agreement

August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant to

which the consultant agreed to provide certain consulting and business advisory services in exchange for a $ 310,000 junior subordinated

convertible note.

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

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,

the consultant converted $ 140,000 of principal and $ 10,764 of interest.

August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant

to which the consultant agreed to provide certain consulting and business advisory services in exchange for a $ 310,000

junior subordinated convertible note.

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 shares of common stock at the lesser of $ 750

per share 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

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

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

During the year ended June 30, 2018, the consultant converted $ 140,000

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.

of principal and $ 10,764

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

11 unchanged sentences

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 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).

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 as of March 31, 2023 following conversion

of $ 79,000 of principal and $ 9,543 accrued interest during the nine months ended March 31, 2023 (see Note 7).

Bridge Securities Purchase Agreements

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

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

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

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

The transactions contemplated by the Crown

Bridge Securities Purchase Agreement closed on October 3, 2019.

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

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

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

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

The maturity date of the

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

The October 3, 2019 Crown Bridge Note currently bears interest

at a default interest rate of 15 % per annum.

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

purchased the Crown Bridge Note from the Company in the aggregate principal amount of $ 108,000 ,

such principal and the interest thereon convertible into shares of common stock at the option of Crown Bridge any time after

issuance of such note.

Pursuant to the terms of such securities purchase agreement, Crown Bridge deducted $ 3,000

from the principal payment due under the Crown Bridge Note, at the time of closing, to be applied to its legal expenses, and there

was a $ 5,000

original issuance discount resulting in $ 100,000

net proceeds to the Company.

The Company used the net proceeds from the Crown Bridge Note for general working capital purposes.

maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

The Crown Bridge Note bore interest at a default interest rate

Additionally,

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

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

Crown Bridge had the option to convert all or any amount of the Crown Bridge Note at any time after issuance until the later of such

note’s maturity date or the date on which the default amount was paid if an event of default occurs, which would be between 110 %

of the then outstanding principal amount of the Crown Bridge Note plus any interest accrued, for

shares of the common stock at the then-applicable conversion price.

conversion price of the Crown Bridge Note was equal to 60% (representing a 40% discount) of the lowest closing bid price of the

common stock for the ten trading days immediately prior to the delivery of a notice of conversion under such note, including the day

upon which such notice was received.

subject to 4.99 % or 9.99 % beneficial ownership limitations.

The Crown Bridge Note was treated as stock settled debt under ASC 480 and

accordingly the Company recorded a $ 72,000

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

due and payable.

2 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

total principal amount outstanding under the 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.

8 unchanged sentences

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

total principal amount outstanding under the 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 Exchange Act.

Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note.

Consequently, as of March 31, 2023, the Company reclassified the remaining principal balance of $ 65,280

from a 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 nine months ended March 31, 2023.

Therefore, the total principal amount outstanding

under such agreement with Crown Bridge was $ 0

after the reclassification of principal to loan payable as of March 31, 2023 (see Note 5).

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

21, 2021 Securities Purchase Agreement

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

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

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

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

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

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

for general working capital purposes.

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

The October 21,

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

the Company’s Common Stock;

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

maturity date or upon acceleration or by prepayment.

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

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

Note”) from the Company in the aggregate principal amount of $ 63,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after the

six-month anniversary of the October 21, 2021 Sixth Street Note.

The October 21, 2021 Sixth Street Note contained debt issue costs

The Company used the net proceeds from the October 21, 2021 Sixth Street Note for general working capital purposes.

date of the October 21, 2021 Sixth Street Note was October

The October 21, 2021 Sixth Street Note bore interest at a rate of 8 %

per annum, which interest was payable in shares of common stock;

was not payable until the maturity date or upon acceleration

or by prepayment of such note.

26, 2021 Securities Purchase Agreement

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.

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

The November 26, 2021 Sixth Street Note bore interest

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

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

or by prepayment.

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 Note”) from the Company in the aggregate

principal amount of $ 53,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after the

six-month anniversary of the November 26, 2021 Sixth Street Note.

The November 26, 2021 Sixth Street Note contained debt issue costs

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

date of the November 26, 2021 Sixth Street Note was November

The November 26, 2021 Sixth Street Note bore interest at a rate of 8 %

per annum, which interest was payable in shares of common stock;

but was not payable until the maturity date or upon acceleration or

by prepayment of such note.

4, 2022 Securities Purchase Agreement

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 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 .

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 Note”) from the Company in the aggregate

principal amount of $ 63,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after the

six-month anniversary of the January 4, 2022 Sixth Street Note.

The January 4, 2022 Sixth Street Note contained debt issue costs of

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

The maturity date

of the January 4, 2022 Sixth Street Note was January

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 January 4, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration or by prepayment

(see conversions below).

per annum, which interest was payable in shares of common stock;

but was not payable until the maturity date or upon acceleration or

by prepayment of such note (see conversions below).

7, 2022 Securities Purchase Agreement

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.

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 Note”) from the Company in the aggregate principal amount

of $ 68,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after the

six-month anniversary of the March 7, 2022 Sixth Street Note.

The March 7, 2022 Sixth Street Note contained debt issue costs of

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

The maturity date

of the March 7, 2022 Sixth Street Note was March

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

which interest may be paid by the Company to Sixth Street in shares of the Company’s Common Stock;

but shall not be payable until

the March 7, 2022 Sixth Street Note becomes payable, whether at the maturity date or upon acceleration or by prepayment (see conversions

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

per annum, which interest was payable in shares of common stock;

was not payable until the maturity date or upon acceleration or

by prepayment of such note (see conversions below).

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

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.

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

amount of $ 68,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after the

six-month anniversary of the April 12, 2022 Sixth Street Note.

The April 12, 2022 Sixth Street Note contained debt issue costs of

The Company used the net proceeds from the April 12, 2022 Sixth Street Note 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.

of the April 12, 2022 Sixth Street Note was April

The April 12, 2022 Sixth Street Note bore interest at a rate of 8 %

per annum, which interest was payable in shares of common stock;

payable until the maturity date or upon acceleration or by

prepayment of such note.

12, 2022 Securities Purchase Agreement

1 unchanged sentence

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

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

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

12, 2022 1800 Diagonal Note 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 .

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.

Company in the aggregate principal amount of $ 63,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of 1800 Diagonal any time after the

six-month anniversary of the May 12, 2022 1800 Diagonal Note.

The May 12, 2022 1800 Diagonal Note contained debt issue costs of

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

The May 12, 2022 1800 Diagonal Note bore interest at a rate of 8 %

per annum, which interest is payable in shares of the common stock;

but is not payable until the maturity date or upon acceleration

or by prepayment of such note.

30, 2022 Securities Purchase Agreement

1 unchanged sentence

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

the aggregate principal amount of $ 105,000 , such principal and the interest thereon convertible into shares of common

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

The July 11, 2022 1800 Diagonal

Note contains debt issue cost of $ 3,750 .

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

working capital purposes.

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

The 1800 Diagonal Note bears interest

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

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

or by prepayment.

Note contained debt issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal Note for general working

capital purposes.

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

The 1800 Diagonal Note bore interest at

a rate of 8 % per annum, which interest was payable in shares of common stock;

was not payable until the maturity date or upon acceleration or

by prepayment of such note.

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

4 unchanged sentences

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

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

(representing a 35% discount) of the market price of the common stock, which is based on the average of the lowest three trading

prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion of such note.

Notwithstanding the foregoing, such conversions are subject to 9.99 %

beneficial ownership limitations.

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 nine months ended March 31, 2023.

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

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

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

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

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

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

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

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

events of default shall include, among others:

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

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

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

of the Company;

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

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

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

Such events of default include, among others, failure

to timely issue shares upon receipt of a notice of conversion, breach of covenants, representations or warranties, insolvency, bankruptcy

and liquidation (subject to cure periods), failure by the Company to pay the principal and interest due under such note, failure to reserve

at least five times the number of shares issuable upon full conversion of such note, failure to maintain the listing of the common stock

on at least one of the OTC markets or a national exchange, restatement of the Company’s financial statements at any time after 180

days after the issuance date of such note if such restatement would reasonably constitute a material adverse effect on 1800 Diagonal,

the Company’s failure to comply with Exchange Act reporting requirements or the Company ceases to be subject to such reporting requirements.

to deliver shares of common stock upon conversion of the above 1800 Diagonal notes within three business days of a notice of

conversion will result in the Company paying a penalty of $ 1,000

per day, subject to certain exceptions.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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

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

party, such as the transfer agent.

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

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

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

Upon certain events of default, the above 1800 Diagonal notes will become immediately due and

payable and the Company must pay 1800 Diagonal 150 % of the then-outstanding principal amount of the above 1800 Diagonal notes, plus any interest accrued upon such event of default or prior

events of default (the “Default Amount”).

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

specified in section 3.2 as defined in the 1800 Diagonal note agreements, 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 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 six months ended December 31, 2022 following conversion of the principal balance (see Note 7).

Further, upon any event of default relating to the failure to issue shares of common stock upon the conversion of such notes, such notes become immediately due and payable in an

amount equal to twice the Default Amount.

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.

Accordingly, $ 63,269

of the put premium was released to additional paid in capital in respect to the purchase agreements with 1800 Diagonal during the year ended June 30, 2022 following conversion of the principal balance.

total principal amount outstanding and accrued interest under the above 1800 Diagonal notes was $ 0 as of March 31, 2023 following conversion

of $ 370,000 of the principal balance and $ 14,800 accrued interest during the nine months ended March 31, 2023.

Accordingly, $ 199,230

of the put premium was released to additional paid in capital in respect of such purchase agreements with 1800 Diagonal during the nine months

ended March 31, 2023 following conversion of the principal balance (see Note 7).

Capital Securities Purchase Agreements

1 unchanged sentence

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

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

amount of $ 170,000 , such principal and the interest thereon convertible into shares of the Company’s Common Stock at the option

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

The December 7, 2021 ONE44 contained an original discount

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

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

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

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

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

but shall not be payable

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

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

aggregate principal amount of $ 170,000 ,

such principal and the interest thereon convertible into shares of common stock at the option of ONE44 any time after the six-month

anniversary of the December 7, 2021 ONE44 Note.

The December 7, 2021 ONE44 Note contained an original discount and debt issue cost

for a total of $ 25,500 .

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

The maturity date of

the December 7, 2021 ONE44 Note was December

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

per annum, which interest was payable in shares of common stock;

payable until the maturity date or upon acceleration or by

prepayment of such note.

29, 2022 Securities Purchase Agreement

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.

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.

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

such principal and the interest thereon convertible into shares of common stock at the option of ONE44 any time after the six-month

anniversary of the March 29, 2022 ONE44 Note.

The March 29, 2022 ONE44 Note contained an original discount and debt issue cost for a

total of $ 18,000 .

The Company used the net proceeds from the March 29, 2022 ONE44 Note for general working capital purposes.

The maturity date of the

March 29, 2022 ONE44 Note was March

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

per annum, which interest was payable in shares of common stock;

payable until the maturity date or upon acceleration or by

prepayment of such note.

15, 2022 Securities Purchase Agreement

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

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

such principal and the interest thereon convertible into shares of the common stock at the option of ONE44 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 transaction contemplated by such 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

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.

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500 for ONE44’s legal fees.

The Company used 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 is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or by

prepayment of such note.

14, 2023 Securities Purchase Agreement

February 14, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a

convertible redeemable note (the “February 14, 2023 ONE44 Note”) from the Company in the aggregate principal amount of

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

six-month anniversary of the February 14, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on

February 14, 2023.

The February 14, 2023 One44 Note contains an original issue discount amount of $ 11,111 .

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500 for ONE44’s legal fees .

The Company intends

used the net proceeds from the February 14, 2023 ONE44 Note for general working capital purposes.

The maturity date of the February

14, 2023 One44 Note is February

The February 14, 2023 ONE44 Note bears interest at a rate of 10 %

per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

by prepayment of such note.

following terms apply to all of the above ONE44 notes:

4 unchanged sentences

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

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

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

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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.

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

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

Further, certain

events of default may trigger penalty and liquidated damage provisions.

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

of 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.

This penalty shall increase

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

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

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

conversion price for the above ONE44 notes ranges from 60 %

(representing a 35% to 40% discount) of the market price of the common stock, which is based on the lowest closing bid prices of the

common stock for the ten trading days immediately prior to the delivery of a notice of conversion.

Notwithstanding

the foregoing, such notes are subject to 4.99% beneficial ownership limitations.

All of the above ONE44 notes are treated as stock settled

debt under ASC 480 and accordingly the Company recorded a total of $ 289,459

put premium of which $ 133,305

was recorded during the nine months ended March

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

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

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

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

In the event that the Company fails to

deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a

penalty of $ 250

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

penalty increases to $ 500

per day beginning on the 10 th day.

In the event that the Company loses the bid price of its common stock on OTC, such

ONE44 note does not incur penalty and instead the outstanding principal amount increases 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

3 unchanged sentences

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).

total principal amount outstanding under the above ONE44 notes was $ 173,111

and accrued interest of $ 5,213

as of March 31, 2023, following conversion of $ 283,700

of the principal balance and $ 20,218

accrued interest during the nine months ended March 31, 2023.

Accordingly, $ 152,761

of the put premium was released to additional paid in capital in respect to the purchase agreements with ONE44 during the nine months ended March 31, 2023 following conversion of the principal balance (see Note 7).

Capital Partners Securities Purchase Agreements

2 unchanged sentences

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

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

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

The transaction contemplated by the GS Capital Purchase Agreement

closed on August 16, 2022.

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

Pursuant to the terms of the GS Purchase Agreement,

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

The Company intends to use the net proceeds ($ 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 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.

Note”) from the Company in the aggregate principal amount of $ 93,000 ,

such principal and the interest thereon convertible into shares of common stock at the option of GS Capital.

The transaction contemplated

by the GS Capital Purchase Agreement closed on August 16, 2022.

The GS Capital Note contains a $ 5,000

original issue discount.

Pursuant to the terms

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

The Company used the net proceeds ($ 85,000 )

from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note was April

12, 2023 , but was extended to August 12, 2023 in April 2023.

The GS Capital Note bears interest at a rate of 8 %

per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

by prepayment of such note.

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 common stock at a price per share equal

to $0.0028 per share (the “Fixed Price”).

However, in the event the common stock trades below $0.002 per share for

more than five consecutive trading days, then the Fixed Price becomes $0.0013 per share.

In the event of default, such

conversion price equals 65 %

of the lowest trading price of the common stock reported on the OTC Markets or other exchange for the ten prior trading days,

including the day upon which a notice of conversion is received by the Company.

The GS Capital Note is subject to a 4.99 %

beneficial ownership limitation.

Additionally,

such conversion price will be adjusted if the Company issues securities with more favorable conversion terms.

Currently, the effective conversion price of this note is 60 % (representing a 40% 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.

21, 2022 Securities Purchase Agreement

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.

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 common stock at the option of GS Capital.

The transaction contemplated

by such purchase agreement closed on September 26, 2022.

Such note contains a $ 4,000

original issue discount.

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 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”).

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

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

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.

of such purchase agreement, the Company paid $ 2,500 for GS Capital’s legal fees.

The Company used the net proceeds ($ 65,000 )

from such note for general working capital purposes.

maturity date of such note is March

21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bears interest at a rate of 8 %

per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

by prepayment of such note.

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 common stock at a price per share equal to

$0.002 (the “September Fixed Price”).

However, in the event the common stock trades below $0.0014 per share for

more than five consecutive trading days, then the September Fixed Price becomes $0.0009 per share.

In the event of default

under such note, such conversion price becomes 65 %

of the lowest trading price of the common stock as reported on the OTC Markets or other exchange for the ten prior trading days,

including the day upon which a notice of conversion is received by the Company.

Such note is subject to 4.99 %

beneficial ownership limitations.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

the conversion price will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.

Currently, the effective conversion price of this note is 60 % (representing a 40% 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.

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 GS Capital

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

under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

After this initial 180-day period,

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

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

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

GS Capital notes, the penalty shall be $ 250 per day 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 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).

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

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

the event 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 becomes $ 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

This penalty increases to $ 500

per day beginning on the 10 th day.

In the event that the Company loses the bid price of its common stock on OTC, such GS

Capital note does not incur penalty and instead the outstanding principal amount increases by 20 %.

total principal outstanding and accrued interest under the above GS Capital notes were $ 121,500 and $ 4,885 , respectively, as of March

31, 2023, following conversion of $ 43,000 of the principal balance and $ 2,945 accrued interest during the nine months ended March 31,

An aggregate total of $ 121,500 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).

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

October 6, 2022, the Company entered into a securities purchase agreement (the “Red Road Purchase Agreement”) with Red

Road Holdings Corporation, a Virginia corporation (“Red Road”), pursuant to which Red Road purchased a convertible

promissory note (the “Red Road Note”) from the Company in the aggregate principal amount of $ 53,750 ,

such principal and the interest thereon convertible into shares of common stock at the option of Red Road.

The transaction

contemplated by the Red Road Purchase Agreement closed on October 12, 2022.

The Company used the net proceeds ($ 50,000 )

from the Red Road Note for general working capital purposes.

The maturity date of the Note is October 6, 2023.

The Red Road Note

bears interest at a rate of 8 %

per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

by prepayment of the Red Road Note, as described below.

In addition, upon an event of default, interest on the outstanding principal

accrues 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 Red Road Note, beginning one hundred eighty (180) days following the date of the Red

Road Note and ending on the later of:

(i) the maturity date of such note and (ii) the date of payment of the Default Amount (as

defined in the Red Road Note), each in respect of the remaining outstanding amount of the Red Road 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.

Pursuant to the terms of

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

which was recorded as a debt discount.

conversion price for the Red Road Note is equal to the Variable Conversion Price (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), which is defined as

65% of the Market Price (representing a discount rate of 35%) which is defined as the average of the lowest

three (3) Trading Prices (as defined in the Red Road Note) for the common stock during the ten (10) trading days prior to the

conversion date.

The Red Road Note is subject to 4.99 %

beneficial ownership limitations and is treated as stock settled debt under ASC 480, and

accordingly the Company recorded a total of $ 28,942

put premium .

Red Road Note may be prepaid until 180 days from its issuance date, subject to the following:

if prepaid within 60 days of the issuance

date, the prepayment premium is 110% of the face amount of such note plus any accrued interest, if prepaid after 60 days but less than

91 days from the issuance date, then the prepayment premium is 115% of the face amount plus any accrued interest of such note., if prepaid

after 90 days but less than 121 days from the issuance date, then the prepayment premium is 120% of the face amount plus any accrued

interest of such note, if prepaid after 120 days but less than 151 days from the issuance date, then the prepayment premium shall be

125% of the face amount plus any accrued interest of such note, and if prepaid after 150 days but less than 181 days from the issuance

date, then the prepayment premium shall be 129% of the face amount plus any accrued interest of such note.

the event that the Company fails to deliver to Red Road shares of common stock upon conversion of the Red Road Note within three

business days of a notice of conversion by Red Road, the Company incurs a penalty of $ 1,000

Upon the occurrence and during the continuation of certain events of default, the Red Road 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%

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 $ 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

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.

of the outstanding principal amount of the Red Road 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 $ 2,073 as of March 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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.

of debt discounts

Company recorded $ 210,278 and $ 66,000 of debt discounts related to the above note issuances during the nine months ended March 31, 2023

and 2022, respectively.

The Company recorded $ 232,674 and $ 380,961 of put premiums related to the above note issuances during the nine

months ended March 31, 2023 and 2022, respectively.

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

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

of all debt discounts for the three months ended March 31, 2023 and 2022 was $ 54,111 and $ 13,647 , respectively.

Amortization of all debt

discounts for the nine months ended March 31, 2023 and 2022 was $ 138,014 and $ 24,942 , respectively.

Company reclassified $ 351,992 and $ 227,150 in put premiums to additional paid in capital following conversions during the nine months

ended March 31, 2023 and 2022, respectively.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

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

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

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

the Company’s authorized capital stock.

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

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

The number of authorized shares of preferred stock remains at

1,500,005 , such that the total number of shares of all classes and series the Company 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

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

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

the Company’s authorized capital stock.

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

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

The number of authorized shares of preferred stock remains at

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

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

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

Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its

certificate of incorporation, as amended (the “Certificate of Incorporation”), which increased the Company’s

authorized capital stock.

Such certificate of amendment increased the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000

The number of authorized shares of

preferred stock remained at 1,500,005

shares , such that the total number of

authorized shares of capital stock increased to 3,001,500,005 shares.

Such certificate of amendment was filed and became effective on July 6, 2022.

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

Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its

Certificate of Incorporation, which increased the Company’s authorized capital stock.

The Certificate increased the number of

authorized shares of common stock from 3,000,000,000 to 10,000,000,000

The number of authorized shares of

preferred stock remained at 1,500,005 ,

such that the total number of shares of authorized capital stock increased to 10,001,500,005 shares.

Such certificate of amendment was filed and became effective on November 4, 2022.

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

These preferred

shares have no rights to dividends, profit sharing or liquidation preferences.

the total preferred shares authorized, 500,000 have been designated as Series A Preferred Stock (“Series A Preferred Stock”),

pursuant to the Certificate of Designation filed with the Secretary of State of the State of Delaware on December 9, 2014.

shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate

of designation filed by the Company with the State of Delaware.

the total preferred shares authorized, 500,000

had been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation

for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014.

James Nathanielsz,

the Company’s Chief Executive Officer and Chief Financial Officer, beneficially owns all of the outstanding shares of Series A

Preferred Stock via North Horizon Pty Ltd., which entitles him, as a holder of Series A Preferred Stock, to vote on all matters submitted

or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of

Series A Preferred Stock entitles him to two votes per share of Series A Preferred Stock.

the Company’s Chief Executive Officer and Chief Financial Officer and a director, beneficially owned all of the outstanding

shares of Series A Preferred Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder of Series A Preferred

Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election

and removal of directors, and each share of Series A Preferred Stock entitled him to 0.001 votes per share of Series A Preferred

Stock or a total of 500 votes.

North Horizon Pty Ltd.

is a Nathanielsz Family

James Nathanielsz, the Chief Executive Officer, Chief Financial Officer and a director of our Company, has voting and investment

power over these shares.

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

on June 16, 2015, up to five shares have been designated as Series B Preferred Stock (“Series B Preferred Stock”).

of outstanding shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number

of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of

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 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 six months ended December 31, 2022 and

is a Nathanielsz Family Trust.

Nathanielsz had voting and investment power over these

March 15, 2023, the Company filed a certificate with the Secretary of State of Delaware (the “Certificate of

Retirement”), effecting the retirement and cancellation of the Series A Preferred Stock to eliminate such Series A Preferred

shares of Series A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023.

There were none

shares of Series A Preferred Stock issued and outstanding as of March 31, 2023 and June 30, 2022, respectively.

to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of

preferred stock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B

Preferred Stock”).

Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of

votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders

entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be

submitted to a vote of the stockholders of the Company.

share of Series B Preferred Stock is issued and outstanding as of March 31, 2023 and June 30, 2022.

Nathanielsz 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 nine months ended March 31, 2023 and

fiscal year 2022.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, over the 36 -month term

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

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

are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective,

which registers Dutchess’ resale of any Common Stock purchased by Dutchess under the Equity Line.

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

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

(the “Dutchess Equity Line”).

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

conditions in the Dutchess Purchase Agreement, Dutchess is committed to purchase up to Five Million Dollars ($ 5,000,000 )

of shares of common stock over the 36 -month

term of the Dutchess Purchase Agreement.

the terms of the Dutchess Purchase Agreement, Dutchess will not be obligated to purchase shares of common stock unless and until

certain conditions are met, including but not limited to a Registration Statement on Form S-1 becoming effective, which registers

Dutchess’ resale of any common stock purchased by Dutchess under the Dutchess 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 Dutchess with a draw down notice (each, a “Draw Down Notice”),

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

discussed below.

The actual amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”)

is to be determined by multiplying the Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share

of Common Stock equals 92 % of the lowest trading price of the Common Stock during the five (5) business days prior to the Closing Date.

Closing Date shall mean the five 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.

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 trading days immediately preceding the Draw Down Notice or

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

term of the Dutchess Purchase Agreement, commencing on the trading day immediately following the date on which such registration

statement becomes effective, the Company, in its sole discretion, may provide Dutchess with a draw down notice (each, a

“Dutchess Draw Down Notice”), to purchase a specified number of shares of common stock (each, a “Dutchess Draw

Down Amount Requested”), subject to the limitations discussed below.

The actual amount of proceeds the Company will receive

pursuant to each Dutchess Draw Down Notice (each, a “Dutchess Draw Down Amount”) is to be determined by multiplying the

Dutchess Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share of common stock equals 92 %

of the lowest trading price of the common stock during the five (5) business days prior to the date on which Dutchess holds the

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

maximum number of shares of common stock requested to be purchased pursuant to any single Dutchess Draw Down Notice cannot exceed

the lesser of (i) 300 %

of the average daily share volume of the common stock in the five trading days immediately preceding the Dutchess Draw Down Notice

or (ii) $ 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 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.

of delivering one Dutchess Draw Down Notice to Dutchess.

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

The Company received $ 23,758 of a previously recorded subscription receivable during the nine months ended March 31, 2023.

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”).

On November 3, 2022, the Company entered into a Common Stock Purchase Agreement

(the “Coventry Purchase Agreement”) with Coventry providing for an equity financing facility (the “Coventry 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.

purchase up to Five Million Dollars ($ 5,000,000 ) of shares of common stock over

the 36 month term of the Purchase Agreement.

Under the terms of the Coventry 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 becoming effective which registers Coventry’s resale of any common stock purchased by Coventry under the Coventry

From time to time over the 36-month term of the Coventry Purchase Agreement, commencing on the trading day immediately following

the date on which such registration statement becomes effective, the Company, in its sole discretion, may provide Coventry with a draw

down notice (each, a “Coventry Draw Down Notice”), to purchase a specified number of shares of common stock (each, a “Coventry

Draw Down Amount Requested”), subject to the limitations discussed below.

The actual amount of proceeds the Company will receive

pursuant to each Coventry Draw Down Notice (each, a “Coventry Draw Down Amount”) is to be determined by multiplying the Coventry

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 Coventry Drawdown Notice date.

maximum number of shares of common stock requested to be purchased pursuant to any single Coventry 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 Coventry Draw Down

Notice, (ii) $ 250,000

or (iii) an amount that would cause Coventry’s beneficial ownership to exceed 9.99 %

of the outstanding number of shares of common stock immediately after giving effect to the issuance of the Coventry Draw Down

During the nine months ended March 31, 2023, the Company has not received a Coventry Draw Down Notice.

issued for conversion of convertible debt

2 unchanged sentences

issued on July 12, 2022.

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

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

outstanding convertible notes converted during such period.

July 1, 2022 through September 14, 2022, the Company issued an aggregate of 264,492,661

shares of its common stock at an average contractual conversion price of $ 0.001

per share as a result of the conversion of principal of $ 327,200 ,

and accrued interest of $ 22,330

underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 456,939 .

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.

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

per share 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.

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

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

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

Company has 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.

January 5, 2023 through March 30, 2023, the Company issued an aggregate of 1,375,598,285

shares of its common stock at an average contractual conversion price of $ 0.0002

per share as a result of the conversion of principal of $ 290,000 ,

and accrued interest of $ 17,985

underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 435,198 .

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company reclassified $ 351,992 from put premium liabilities to additional paid in capital following conversions during the nine months

ended March 31, 2023.

the nine months ended March 31, 2023, principal amount of convertible notes of $ 122,000

and accrued interest of $ 12,488

containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market value of

the shares issued upon conversion was $ 369,110,

resulting in a loss on extinguishment at the time of conversion of $ 234,622

and $ 223,288

of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of

Company has 5,742,519,659 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at March 31, 2023.

issued for services and accrued expenses

2 unchanged sentences

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

October 25, 2022, the Company issued 6,111,112 shares of 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

November 16, 2022, the Company issued 73,301,020 shares of common stock to a consultant for services rendered from

July 2022 to November 2022.

1 unchanged sentence

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

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

issued upon exercise of warrants

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 .

The Alternate Cashless

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

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

of the market price.

The Company recognized the value of the effect of a down round feature in such warrants when triggered.

occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the value of the effect of

the feature as the difference between the fair value of the warrants without the down round feature or before the strike price reduction

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

Accordingly, the Company recognized 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

February 7, 2023 and March 9, 2023, the Company received gross proceeds of $ 175,000

from the exercise of 4,375

Series B Warrants for 4,375

shares of common stock, which were issued in

the nine months ended March 31, 2023, the Company issued 191,999,040

shares of common stock from the alternate cashless exercise of 960

Series A Warrants with an original exercise price of $ 200

and an alternate cashless exercise price of $ 0.001 .

Cashless conversion is at the holder’s option and is available should the trading price of the common stock fall below $ 200

per share calculated based on the difference between the exercise price of the Series A Warrant and 70 %

of the common stock market price.

The Company recognized the value of the effect of a down round feature in such warrants when

Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the

value of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before

the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the

down round feature being triggered.

Accordingly, the Company recognized a deemed dividend of $ 0

and $ 408,557 during the

three and nine months ended March 31, 2023, respectively, and a corresponding increase in loss available to common stockholders upon

the alternate cashless exercise of these warrants.

issued in connection with a convertible note

November 3, 2022, the Company entered into a securities purchase agreement with Coventry, pursuant to which Coventry

purchased a promissory note from the Company in the aggregate principal amount of $ 125,000 (see Note 5).

1 unchanged sentence

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.

an aggregate of 75,000,000 shares of the 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 Coventry Note.

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

1 unchanged sentence

The total 117 restricted stock units are subject to vesting terms

as defined in the employment agreements.

as defined in such officers’ respective employment agreements.

The 117 restricted stock units were valued at the fair value of $ 4,250 per unit or $ 497,240

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

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

There were $ 248,620 unrecognized restricted stock units expense as of March 31,

2023 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 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

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

with no class designation

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 March 31, 2023 and June 30, 2022 to which the $ 248,620 relates.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following table summarizes common stock warrant activity for the nine months ended March 31, 2023:

OF WARRANT ACTIVITY

Outstanding at June 30, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual

Aggregate intrinsic value

* The 3,399,085

total warrants

above which are exercisable into common stock consisted of the following:

OF WARRANT OUTSTANDING AND EXERCISABLE

Series A warrants

Series B warrants

Series C warrants

Warrants with no class

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

for 1,000,000 warrants to purchase the Company’s common stock at $ 0.01 per share with an expiry date of August 16, 2025 .

for 1,000,000 warrants to purchase common stock at $ 0.01 per share with an expiry date of August 16, 2025 .

market value of the warrants was $ 2,408 on the date of grant as calculated under the Black Scholes Option Pricing model with the following

2 unchanged sentences

The Company recorded $ 2,408 of stock-based

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

for 2,305,000 warrants to purchase the Company’s common stock at $ 0.01 per share with an expiry date of August 16, 2025 .

market value of the warrants was $ 5,551 on the date of grant as calculated under the Black Scholes Option Pricing model with the following

stock price at valuation date of $ 0.0026 based on quoted trading price on date of grant, exercise price of $ 0.01 , dividend

yield of zero , years to maturity of 3.00 , a risk-free rate of 3.19 %, and expected volatility 236 %.

Accordingly, the Company recognized

gain from settlement of debt of $ 17,499 during the 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 six months ended December 31, 2022 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

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

Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock

awards and restricted stock units.

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

compensation expenses with respect to the grant of such warrants during the nine months ended March 31, 2023.

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

in exchange for 2,305,000

warrants to purchase common stock at $ 0.01

per share with an expiry date of August 16, 2025.

The fair market value of the warrants was $ 5,551

on the date of grant as calculated under the Black Scholes Option Pricing model with the following assumptions:

stock price at

valuation date of $ 0.0026

based on quoted trading price on date of grant, exercise price of $ 0.01 ,

dividend yield of zero ,

years to maturity of 3.00 ,

a risk-free rate of 3.19 %,

and expected volatility of 236 %.

Accordingly, the Company recognized gain from settlement of debt of $ 17,499

during the nine months ended March 31, 2023 as reflected in the accompanying condensed consolidated statements of

March 8, 2023, the Company agreed with the holder of Series B Warrants (the “Holder”) pursuant to a letter agreement to

exercise up to $ 250,000

of Series B Warrants currently held as follows:

upon the execution of such letter agreement, the Holder will exercise the existing 3,750 Series B Warrants

for an aggregate exercise price of $ 150,000 , or 3,750 shares of common stock (the “Existing Warrants”) and;

5 business days’ written notice to the Holder from the Company of receipt of approval by the Financial Industry Regulatory

Authority, Inc.

(“FINRA”) of the Company’s next anticipated reverse stock split, an additional $ 100,000

of Series B Warrants for 2,500

shares of common stock.

an inducement to exercise the Existing Warrants, the Company agreed to extend the termination date of the Existing Warrants and the

Series A Warrants held by the Holder to March 27, 2025, and to extend the termination date of the Series C Warrants held by the

Holder to the third anniversary of the last vesting date of such warrants, effective upon the exercise of the first $ 150,000

of Existing Warrants.

accordance with ASC 815-40-35-17(c), the effect of a modification or an exchange of an equity classified freestanding written call option

shall be measured as the difference between the fair value of the modified instrument and the fair value of that instrument immediately

before it is modified.

The Company recognized the effect of the modifications of the warrants above that is directly attributable to

an actual equity offering as an equity issuance cost which amount is not material.

The modified warrants are determined to be equity

classified, accordingly, the incremental fair value and equity issuance cost were both recognized in additional paid in capital and therefore,

there was no effect in equity and such value is de minimis.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

summary of the Company’s option activity during the nine months ended March 31, 2023 is presented below:

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Outstanding at June 30, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual

Weighted average fair value of options

granted during the period

Aggregate intrinsic value

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

Plan”), which reserves a total of 234

shares of common stock for

issuance under the 2019 Plan.

Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options,

non-qualified stock options, restricted stock awards and restricted stock units.

the nine months ended March 31, 2023 and 2022, 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 December 31, 2022.

No stock options were granted during

the six months ended December 31, 2022.

There was $ 0 of unvested stock options expense as of March 31, 2023.

No stock options were granted during the

nine months ended March 31, 2023.

8 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

entity is required to file an informational

part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational

Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between

3 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 December 31, 2022 and June 30, 2022 consolidated balance sheets.

The Company recorded the penalties for all three years during

the year ended June 30, 2018.

in the March 31, 2023 and June 30, 2022 consolidated balance sheets.

The Company recorded the penalties for all three years during the

year ended June 30, 2018.

The Company is current on all subsequent filings.

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”),

whereby the Company and the University co-owned the intellectual property relating to the Company’s pro-enzyme formulations.

June 2012, the Company and the University entered into an assignment and amendment whereby the Company assumed full ownership of the

intellectual property, while agreeing to pay royalties of 2 % of net revenues to the University.

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

University”), whereby the Company and the UK University co-owned the intellectual property relating to the Company’s

pro-enzyme formulations.

In June 2012, the Company and the UK University entered into an assignment and amendment whereby the

Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2 %

of net revenues to the UK University.

Additionally, the Company agreed to pay 5 %

17 unchanged sentences

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

Additionally, the University agreed to hire and train a doctoral student for this project and the Company agreed to pay the University

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

1 unchanged sentence

net revenues to the University.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment

5 unchanged sentences

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

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

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

10,000 Euros ($ 10,114 USD) in July 2023.

commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion is 24 months.

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

of March 31, 2023 and June 30, 2022, the Company has $ 40,465 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.

of March 31, 2023 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 %

In addition, the Company agreed to 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 %

The Company agreed to increase 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.

1 unchanged sentence

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).

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

Accordingly, the Company recorded accrued expenses of $ 83,277

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.

as of March 31, 2023 based on the amount of shares owed to maintain the 9.9 %

ownership multiplied by the March 31, 2023 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 $ 183,277

as of March 31, 2023.

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

3 unchanged sentences

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

accumulated amortization

OF RIGHT OF USE ASSET

Right-of-use asset,

lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

OF OPERATING LEASE LIABILITY

Reduction of lease liability

office lease,

current portion

Long term portion

of lease liability

office lease, current portion

term portion of lease liability

future minimum lease payments under the non-cancelable operating lease at March 31, 2023 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2023 (remaining)

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease

weighted average remaining lease term for the operating lease is 2.02

years as of March 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

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

Year 2023 (remaining)

operating lease liability

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

9 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

included the following:

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 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 December 31, 2022 and June 30, 2022 is not interest bearing

(see Note 5).

of March 31, 2023 and June 30, 2022, the Company owed its former director a total of $ 29,777 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 March 31, 2023 and June 30, 2022, the Company owed its former director a total of $ 49,558 and $ 51,171 , respectively, for money loaned

to the Company throughout the years.

The total loans balance owed at March 31, 2023 and June 30, 2022 is not interest bearing (see Note

May 4, 2022, the Company entered into a three -year lease agreement with North Horizon Pty Ltd., a related party, of which Mr.

1 unchanged sentence

rate) per month plus taxes (See Note 8).

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 $ 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).

As of March 31, 2023 and June 30, 2022, total rent payable of $ 149,129 AUD ($ 99,872 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 $ 22,244 and $ 19,680 for the nine months ended March 31, 2023 and 2022, respectively and reflected as

occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

and Services Agreements with Management

7 unchanged sentences

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 continues in effect as of March 31, 2023, as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement provides Mr.

18 unchanged sentences

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

to a February 25, 2016 board resolution, James Nathanielsz shall be paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose

to a February 25, 2016 board resolution, James Nathanielsz is paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose

of acquiring and maintaining an automobile.

2 unchanged sentences

Nathanielsz’s car allowance which expired in August 2022.

No payments were made during the six months

ended December 31, 2022.

No payments were made during the nine months

ended March 31, 2023.

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

24 unchanged sentences

A total of $ 48,387 AUD ($ 33,048 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

nine months ended March 31, 2023, resulting in a remaining balance of $ 133,000 AUD ($ 89,002 USD) bonus payable as of March 31, 2023 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 Mr.

Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual

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

1 unchanged sentence

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),

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

closing market price of the 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

3 unchanged sentences

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 Options and Additional Nathanielsz 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 March 31, 2023 and June 30, 2022.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”).

The Amended Agreement provides Mr.

Nathanielsz with a

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

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

performance of the Company.

The Amended Agreement has a term of three (3) years from the Effective Date, with automatic one-year renewal

periods unless either party elects not to renew.

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

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 performance of the Company.

The Amended Agreement has a term of

three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either party elects not to

and Restated Employment Agreement

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

“Services Agreement”) with Dr.

5 unchanged sentences

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

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

Options”), with an exercise price per share of $ 4,250 ( 100 % of the closing market price of the 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.

and restricted stock units were granted pursuant to the 2019 Plan.

The Kenyon Options have

2 unchanged sentences

to the Services Agreement.

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

There are 20 vested options and 20 vested restricted stock unit that are considered issuable as of March 31,

2023 and June 30, 2022.

1 unchanged sentence

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

shares of common stock of the Company.

As of March 31, 2023 and June 30, 2022, total accrued salaries of $ 82,500

AUD ($ 56,050 USD) and $ 54,000 AUD ($ 37,341 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated

8 unchanged sentences

each to two members of the Scientific Advisory Board.

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.

intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of

March 31, 2023.

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 condensed 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 December 31, 2022.

has not experienced any losses in such accounts through March 31, 2023.

Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 79,111 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 ,

issue discounts and debt issue costs during the nine months ended March 31, 2023 from each of the five lenders of $ 101,250 , $ 189,000 ,

$ 150,000 , $ 50,000 and $ 100,000, respectively, which represents approximately 17 %, 32 %, 25 %, 8 % and 18 %, respectively, of total proceeds

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

received by the Company during the nine months ended March 31, 2023.

Company primarily relied on funding from three convertible debt lenders and received proceeds after deductions of $ 66,000 for original

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

issue discounts and debt issue costs during the nine months ended March 31, 2022 from the lenders of $ 641,500 (from each of the three

lenders of $ 160,000 , $ 235,000 and $ 246,500 , respectively) which represents approximately 23 %, 33 % and 35 %, respectively of total proceeds

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

received by the Company during the nine months ended March 31, 2022.

Concentration

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

of March 31, 2023 and June 30, 2022, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

Company has filed multiple patent applications relating to its lead product, PRP.

The Company’s lead patent application has been

granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal,

Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore,

Malaysia, South Africa, Mexico, Republic of Korea, India and Brazil.

In Canada, the patent application remains under examination.

The Company’s lead patent application has

been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy,

Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia,

Israel, New Zealand, Singapore, Malaysia, South Africa, Republic of Korea, India and Brazil.

In Canada and Mexico, the patent

applications have been accepted as of this March 31 quarter.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

5 unchanged sentences

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

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

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

5 unchanged sentences

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

of December 31, 2022 and June 30, 2022, the Company’s operations are based in Camberwell, Australia;

of March 31, 2023 and June 30, 2022, the Company’s operations are based in Camberwell, Australia;

however, the majority of research

2 unchanged sentences

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

As of December 31,

As of March 31, 2023

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

9 unchanged sentences

The Company had $ 121,500 (2 notes) and $ 79,000 (1 note) of convertible debt,

which were treated as derivative instruments outstanding at December 31, 2022 and June 30, 2022, respectively.

which were treated as derivative instruments outstanding at March 31, 2023 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 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.

The expected term is equal to the remaining term of the warrants or convertible instruments

and the risk-free rate is based upon rates for treasury securities with the same term.

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

closing price of the Company’s common stock at March 31, 2023, the last trading day of the period ended March 31, 2023, was

$ 0.0005 per share.

The volatility, expected

remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31, 2023 are

indicated in the table that follows.

The expected term is equal to the remaining term of the warrants or convertible instruments and

the risk-free rate is based upon rates for treasury securities with the same term.

OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

(on new derivative

instruments entered

during the six

December 31, 2022)

Remaining Term (in years)

Free Interest Rate

dividend yield

during the nine

March 31, 2023)

228.29 – 256.02 %

Expected Remaining Term (in years)

Risk Free Interest Rate

3.13 – 4.42 %

Expected dividend yield

BIOPHARMA, INC.

AND SUBSIDIARY

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4 unchanged sentences

The following tables summarize

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

December 31, 2022

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 and June 30, 2022:

OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

March 31, 2023

conversion option liabilities

1 unchanged sentence

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

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

following is a roll forward for the nine months ended March 31, 2023 of the fair value liability of price adjustable derivative instruments:

OF DERIVATIVE LIABILITIES AT FAIR VALUE

Balance at June 30, 2022

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Reduction of derivative liability upon debt

Change in fair value

included in statements of operations

Balance at March 31,

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

January 2023 and February 2023, the Company issued an aggregate of 518,209,044 shares of its common stock at a contractual conversion

price of $ 0.001 , as a result of the conversion of principal of $ 136,000 and accrued interest of $ 3,756 underlying certain outstanding

convertible notes converted during such period.

The Company reclassified $ 73,231 from put premium liabilities to additional paid in capital

following conversions.

April 2023 and May 2023, the Company issued an aggregate of 667,102,561

shares of its common stock at a contractual conversion price of $ 0.0002

per share, as a result of the conversion of principal of $ 112,750

and accrued interest of $ 6,433

underlying certain outstanding convertible notes converted during such period.

The Company reclassified $ 48,865

from put premium liabilities to additional paid in capital following conversions.

May 1, 2023, the Company effected a one-for-one

thousand (1:1,000) reverse stock split of

the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

No fractional

shares of Common Stock will be issued in connection with the Reverse Stock Split, all of which were rounded up to the nearest whole

Proportional adjustments for the Reverse Stock Split will be made to the Company’s outstanding stock options,

warrants and equity incentive plans.

The Company is awaiting the approval of FINRA for the OTC market effectiveness of the Reverse

following is the unaudited pro-forma effect of the 1:1000 Reverse Stock Split on the basic and diluted net loss per share:

OF REVERSE STOCK SPLIT

per share data – (Pre- Split basis)

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Net loss available to Common Stockholders

Basic and diluted weighted average shares

1,924,073,522

1,115,848,071

and diluted net loss per share

per share data – (Post- Split basis) (Unaudited)

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Net loss available to Common Stockholders

Basic and diluted weighted average shares

and diluted net loss per share

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following is the unaudited pro-forma effect of the 1:1000 Reverse Stock Split on the condensed consolidated balance sheets:

OF PRO FORMA EFFECT OF REVERSE STOCK SPLIT

March 31, 2023

Total Liabilities

Stockholders’ Deficit:

( 2,618,677 )

Common Stock Issuable

Additional Paid In Capital

Subscription Receivable

Accumulated Other Comprehensive

Accumulated Deficit

( 63,878,972 )

Total Stockholders’

( 2,941,414 )

Total Liabilities and

Basic and Stockholders’ deficit

Effect June 30, 2022

Total Liabilities

Stockholders’ Deficit:

Series A Preferred Stock

Common Stock Issuable

Additional Paid In Capital

Subscription Receivable

Accumulated Other Comprehensive

Accumulated Deficit

( 61,557,893 )

Total Stockholders’

( 3,023,649 )

Total Liabilities and

Basic and Stockholders’ deficit

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements