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Item 7. Management’s Discussion and Analysis

2023-09-28 compared with 2022-09-28 · 242 added, 180 removed, 181 unchanged (70% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set forth

in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and Supplementary

Data” of this Annual Report.

Our discussion includes forward-looking statements based upon current expectations that involve risks

and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially

from those anticipated in these forward-looking statements as a result of a number of factors.

See “Forward-Looking Statements”

on page 3 of this Annual Report.

As used herein, references to the “Company,” “Propanc,” “we,” “our,”

and “us” refer to Propanc Biopharma, Inc.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set

forth in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and

Supplementary Data” of this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current

expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and

the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of

See “Forward-Looking Statements” on page 3 of this Annual Report on Form 10-K.

As used herein, references to

the “Company,” “Propanc,” “we,” “our,” and “us” refer to Propanc

Biopharma, Inc.

and its consolidated subsidiary, unless otherwise indicated.

Dollars are denoted herein by “USD,” “$” and “dollars”.

COVID-19 pandemic is a highly fluid situation and it is not currently possible for us to reasonably estimate the impact it may have on

our financial and operating results.

We will continue to evaluate the impact of the COVID-19 pandemic on our business as we learn more

and the impact of COVID-19 on our industry becomes clearer.

We are complying health guidelines regarding safety procedures, including,

but are not limited to, social distancing, remote working, and teleconferencing.

The extent of the future impact of the COVID-19 pandemic

on our business is uncertain and difficult to predict.

Adverse global economic and market conditions as a result of COVID-19 could also

adversely affect our business.

If the pandemic continues to cause significant negative impacts to economic conditions, our results of

operations, financial condition and liquidity could be adversely impacted.

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

In January 2011, to reorganize our

Company, we acquired all of the outstanding shares of Propanc PTY LTD, an Australian corporation, on a one-for-one basis and Propanc

PTY LTD became our wholly-owned subsidiary.

Effective April 20, 2017, we changed our name to “Propanc Biopharma, Inc.” to

better reflect our current stage of operations and development.

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 our Company, we acquired all of

the outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly-owned subsidiary.

April 20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current stage of operations and development.

are a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering from

5 unchanged sentences

inactive precursors of enzymes.

March 22, 2022, a Notice of Allowance has been received from the US Patent and Trademark Office (USPTO) for claims involving a novel

method to treat cancer stem cells (CSC’s).

The allowed US patent protects proprietary claims capturing methods and uses for pancreatic

proenzymes to treat cancer by specifically targeting and eradicating CSCs.

It is the first allowed by the USPTO covering a method of

minimizing the progression of cancer in a patient by administering a therapeutically effective amount of two proenzymes, trypsinogen

and chymotrypsinogen, thereby preventing metastatic cancer in the patient by targeting and eradicating CSCs from solid tumors.

May 2, 2022, pharma grade raw materials were purchased for the manufacture of PRP in preparation for the Phase I First-In-Human (FIH)

study in advanced cancer patients suffering from solid tumors.

Approximately 0.5kg of trypsinogen and 2.4kg of chymtrypsinogen was procured

initially, with a second half of the same batch quantities to be purchased towards the middle of this year.

The total amount of raw materials

purchased is expected to be sufficient for the early-stage clinical development plan for PRP, which is administered by intravenous (I.V.)

injection, once weekly.

The first FIH study is planned for treatment of up to 30 to 40 patients with advanced solid tumors.

be followed by up to two 60 patient Phase II studies in patients suffering from pancreatic and ovarian tumors.

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

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

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

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

The Certificate increased the number of authorized

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

The number of authorized

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

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

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

July 19, 2022, successful production of a synthetic recombinant version of the proenzyme trypsinogen was completed via the Proenzyme

Optimization Project 1 (POP1) joint research and drug discovery program.

The program is designed to produce a backup clinical compound

to the Company’s lead product candidate, PRP, which is targeting metastatic cancer from solid tumors.

On August 23, 2022, the initial

success of producing trypsinogen synthetically has now advanced to the stage where optimization of protein production is underway, whereas

purification and yield of chymotrypsinogen is currently the focus of research.

August 3, 2022, a Joint Research Collaboration Agreement was established with the Universities of Jaén and Granada, Spain.

late 2020, Mrs.

Belén Toledo Cutillas MSc, has been investigating an important experimental thesis on the effects of proenzyme

therapy and the tumor microenvironment, which is the key to the development, invasion, metastatic spread and recurrence of solid tumors.

The work is being conducted at the laboratory of Professor Macarena Perán

PhD, who is the lead researcher on the project and is the second Joint Research and Collaboration Agreement currently in progress with

the two Spanish Universities.

August 16, 2022, a Notice of Allowance has been received from the European Patent Office (EPO) for claims involving compositions of proenzymes

to treat cancer.

This is the second patent application allowed in this jurisdiction and expires in November, 2036.

A third patent application

is currently under examination at the EPO for a method to treat cancer stem cells, which was allowed in March this year by the US Patent

and Trademark Office (USPTO).

The field of the invention covers future dosing in planned clinical studies for the Company’s lead

product candidate, PRP.

Purchase Agreement

June 29, 2023, the Company entered into a securities purchase agreement with an investor (the “June Investor”), which closed

on July 6, 2023, pursuant to which the June Investor purchased a convertible promissory note (the “June Note”) from the Company

in the aggregate principal amount of $65,000, such principal and the interest thereon convertible into shares of Common Stock at the

option of June Investor at any time after 180 days of the June Note (the “June Conversion Shares”).

conversion price for the June Note is equal to 65% 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 the

Pursuant to the June Note, the Company is required to maintain an initial reserve of at least 500% of the number of June Conversion

Shares, subject to any increase of such reserved amount by the June Investor.

maturity date of the June Note is June 29, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

Between the period beginning 60 days following the date of the June Note and 180 days thereafter, the Company has the right

to prepay the principal and accrued but unpaid interest due under the June Note at a 110% premium

plus accrued and unpaid interest , together with any other amounts that the Company may owe the June Investor under the terms of

the June Note, in accordance with its terms, which premium increases during such period, up to a maximum of 129%.

For further information

on such purchase agreement and June Note, see the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2023 and the

exhibits filed therewith.

Loan Agreement

July 5, 2023, the Company and the July Investor entered into a letter agreement, pursuant to which the July Investor loaned the Company

an aggregate of AU$230,000.

Pursuant to the agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest

rate of 10% to be paid monthly in arrears.

A portion of the proceeds of such loan were used to repay an outstanding balance of approximately

$143,000 due on a convertible promissory note held by a third-party investor and which had been in default.

In connection with such loan,

the Company issued a common stock purchase warrant to the July Investor immediately exercisable for up to an aggregate of 15,000,000

shares of Common Stock, at an initial exercise price of $0.01 per share.

For further information on such letter agreement and warrant,

see the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2023 and the exhibits filed therewith.

Purchase Agreement

July 19, 2023, the Company entered into an additional securities purchase agreement with the June Investor, which closed on July 28,

2023, pursuant to which the June Investor purchased the July Note from the Company in the aggregate principal amount of $45,000, such

principal and the interest thereon convertible into shares of Common Stock at the option of June Investor at any time after 180 days

of the July Note.

conversion price for the July Note is equal to 65% 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 the

Pursuant to the July Note, the Company is required to maintain an initial reserve of at least 500% of the number of July Conversion

Shares, subject to any increase of such reserved amount by the June Investor.

maturity date of the July Note is July 19, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

Between the period beginning 60 days following the date of the July Note and 180 days thereafter, the Company has the right

to prepay the principal and accrued but unpaid interest due under the July Note at a 110% premium plus accrued and unpaid interest, together

with any other amounts that the Company may owe the June Investor under the terms of the July Note, in accordance with its terms, which

premium increases during such period, up to a maximum of 129%.

For further information on such purchase agreement and July Note, see

the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2023 and the exhibits filed therewith.

Equity Line Agreement

July 20, 2023, we entered into the Stock Purchase Agreement with the Selling Stockholder providing for an equity financing facility,

pursuant to which Company has the option to request that the Selling Stockholder commit to purchase up to $5,000,000 of the Shares over

a 24-month term commencing on the date on which the registration statement of which this prospectus forms a part is declared effective

For a more detailed description of the Stock Purchase Agreement and the issuance of the Shares to the Selling Stockholder,

see the section here entitled “Private Placement”.

of November 2022 Equity Line Agreement

previously disclosed in our Quarterly Report on Form 10-Q filed on November 14, 2022, we entered into the Coventry Purchase Agreement

with Coventry Enterprises, LLC, a Delaware limited company.

On July 25, 2023, we terminated the Coventry Purchase Agreement in accordance

with its terms, effective immediately.

For further information on such purchase agreement, see the Quarterly Report on Form 10-Q filed

by the Company with the SEC on November 14, 2022 and the exhibits filed therewith.

16, 2023 Purchase Agreement

August 16, 2023, the Company entered into a securities purchase agreement with the August Investor, which closed on August 16, 2023,

pursuant to which the August Investor purchased a convertible promissory from the Company in the aggregate principal amount of $55,000,

such principal and the interest thereon convertible into shares Common Stock at the option of August Investor at any time after 180 days

of the issuance date of the August Note (the “Conversion Shares”).

conversion price for the August Note is equal to 65% 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 the

Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for

stock splits, stock dividends or rights offerings, mergers, consolidations, reorganizations and similar events set forth in the August

Pursuant to the August Note, the Company is required to maintain an initial reserve of at least 500% of the number of Conversion

Shares, subject to any increase or decrease of such reserved amount to reflect the Company’s obligations under the August Note.

maturity date of the August Note is August 16, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the

event of a default.

During the first 60 days following the date of the August Note, the Company has the right to prepay the principal

and accrued but unpaid interest due under the August Note, together with any other amounts that the Company may owe the August Investor

under the terms of the August Note, at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed

to the August Investor, which increases to (i) 115% if prepaid after 60 days, but less than 91 days from the issuance date, (ii) 120%

if prepaid after 90 days, but less than 121 days from the issuance date, (iii) 125% if prepaid after 120 days, but less than 151 days

from the issuance date, and (iv) 129% if prepaid after 150 days, but less than 181 days from the issuance date.

After this initial 180-day

period, the Company does not have a right to prepay the August Note.

For further information on such purchase agreement and July Note,

see the Current Report on Form 8-K filed by the Company with the SEC on August 21, 2023 and the exhibits filed therewith.

Promissory Note

August 15, 2023, the Company issued to an institutional investor (the “August Lender”) a 10% original issue discount promissory

note (the “Promissory Note”) in consideration for $120,000, which has a principal face amount of $132,000, matures on November

15, 2023 and accrues interest at a rate of 10% per annum, which may be increased to 18% in the event of a default.

The Company has the

right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the

Company may owe the August Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face

amount plus accrued and unpaid interest and any other amounts owed to the August Lender, which increases to (i) 120% if prepaid after

such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023, unless the Company and the Lender agree

to otherwise effect repayment.

For further information

on such purchase agreement and July Note, see the Current Report on Form 8-K filed by the Company with the SEC on August 21, 2023 and

the exhibits filed therewith.

23, 2023 Purchase Agreement

August 23, 2023, the Company entered into a securities purchase agreement with an investor (the “Investor”), which closed

on August 23, 2023, pursuant to which the Investor purchased a convertible redeemable promissory note in the aggregate principal amount

of $77,500 (the “Note”) from the Company for $72,500.

The principal and the interest thereon is convertible into shares Common

Stock at the option of Investor at any time (the “Conversion Shares”).

initial conversion price for the Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will

be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive

trading days.

In the event of a default under the Note and unless the Fixed Price is lower, such conversion price will equal the lowest

trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment

every thirty calendar days during the period in which the Company remains in default.

Pursuant to the Note, in the event that such conversion

price is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse

split of its Common Stock, as applicable.

Notwithstanding the foregoing, such conversion price and lookback periods are subject to adjustment

in favor of the Investor in the event the Company issues securities to another party with more favorable conversion terms, and such conversions

are subject to a 4.99% beneficial ownership limitation (which may be increased to 9.9% upon 60 days’ prior written notice from

the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set forth in the Note, other

than a transfer or sale of all or substantially all Company assets.

Pursuant to the Note, the Company is required to maintain an initial

reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company’s

obligations under the Note.

addition, pursuant to the Note, in the event of a transfer or sale of all or substantially all of the Company’s assets, or certain

merger, consolidation, reorganization and similar events described in the Note, the Company will be required to, upon the Investor’s

request, (i) redeem the Note in cash for 150% of the principal and accrued but unpaid interest thereon through such redemption date or

(ii) convert the unpaid principal and accrued but unpaid interest into shares of Common Stock immediately prior to such event at the

conversion price then in effect.

maturity date of the Note is February 23, 2024 and bears interest at a rate of 8% per annum, which may be increased to 24% in the event

of a default.

Interest on such Note is payable only in Common Stock in accordance with the terms of conversion in the Note.

first 60 days following the date of the Note, the Company has the right to prepay the principal and accrued but unpaid interest due under

the Note, at a 110% premium of the face amount plus accrued and unpaid interest, which increases to (i) 120% if prepaid after 60 days,

but less than 121 days from the issuance date and (ii) 125% if prepaid after 120 days, but less than 181 days from the issuance date.

After this initial 180-day period, the Company does not have a right to prepay the Note.

For further information on such purchase agreement

and July Note, see the Current Report on Form 8-K filed by the Company with the SEC on August 29, 2023 and the exhibits filed therewith.

of Operations

7 unchanged sentences

Administration

expense increased to $1,706,452 for the year ended June 30, 2022 as compared to $1,553,075 for the year ended June 30, 2021.

This increase

of approximately $153,000 is primarily attributable to an increase of approximately $159,000 in stock-based expenses for services, increase

in general consulting, legal, and investor relation fees of approximately $250,000 offset by decrease in accounting fees of approximately

$10,000, decrease of approximately $48,000 in marketing and market research expense, decrease in employee remuneration expense of approximately

$195,000, and decrease of approximately $1,000 of other general and administrative expenses.

expense was $28,366 for the year ended June 30, 2022 as compared to $28,112 for the year ended June 30, 2021, an increase of

expenses decreased to $1,499,885 for the year ended June 30, 2023, as compared to $1,706,452 for the year ended June 30, 2022.

This decrease

of approximately $207,000 is primarily attributable to a decrease of approximately $231,000 in stock-based expenses, a decrease in general

consulting, legal and investor relation fees of approximately $91,000 offset by increases in accounting fees of approximately $15,000,

employee remuneration expense of approximately $89,000, marketing expense of $7,000 and other general and administrative expenses of

approximately $4,000.

expense increased to $28,841 as compared to $28,366 for the year ended June 30, 2023.

This increase of $475 is primarily attributable

to exchange rate movements over the period when compared to the same year in 2022.

and Development Expenses

and development expenses were $256,052 for the year ended June 30, 2022, as compared to $230,956 for the year ended June 30, 2021.

increase in research and development expenses is primarily attributable to the two-year collaboration agreement with University Jaén

which was executed in October 2020 to provide certain research services to the Company.

Expense/Income

expense increased to $568,798 for the year ended June 30, 2022, as compared to $449,457 for the year ended June 30, 2021.

and development expenses decreased to $247,919 for the year ended June 30, 2023, as compared to $256,052 for the year ended June 30,

The decrease in research and development expenses of $8,133 is primarily due to foreign currency fluctuations during the year.

Such research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was

executed in October 2020 to provide certain research services to the Company ending on October 2022, relating to the investigation of

a fully synthetic recombinant version of PRP.

Additionally, on July 27, 2022, the Company entered into another two-year research agreement

with the University of Jaén to provide certain research and experiment services to the Company relating to the investigation of

the effects of pancreatic proenzymes against the tumor microenvironment.

expense decreased to $532,821 for the year ended June 30, 2023, as compared to $568,798 for the year ended June 30, 2022.

Interest expense

is primarily comprised of approximately $500,000 of debt discount amortization and accretion of put premium for the year ended June 30,

2022, and interest expense from conversion fees, and accrual of interest expense for a total of approximately

$69,000 for the year ended June 30, 2022.

increase of $119,341 is primarily attributable to the increase of approximately $35,000 in

accretion of put premium, interest expense of approximately $252,000 offset by decrease in amortization of debt discount of

approximately $89,000, decrease in prepayment and default penalty fees of approximately $9,000, decrease in conversion fees of

$14,000 and decrease in accrual of interest expense for a total of $21,000 during the year ended June 30, 2022.

primarily comprised approximately $203,000 of debt discount amortization and accretion of put premium and interest expense from accrual

of interest expense and other financing fees for a total of approximately $330,000 for the year ended June 30, 2023.

This decrease in

interest expense of $36,554 is primarily attributable to the decrease of approximately $220,000 in accretion of put premium offset by

increase in amortization of debt discount of approximately $155,000 and increase in accrual of interest expense of $30,000.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities changed by $90,925, to a loss of $99,111 for the year ended June 30, 2022, as compared to a loss

in fair value of derivative liabilities were increased to a loss of $(530,330) for the year ended June 30, 2023, as compared to a loss

of $(99,111) for the year ended June 30, 2022.

This increase in loss of approximately $91,000 is primarily attributable to an increase in

fair value of the principal amount of a convertible note with bifurcated embedded conversion option derivatives during the year ended

June 30, 2022.

from Settlement of Debt, net

the year ended June 30, 2021, the Company recorded gain from settlement of debt, net of $49,319 relating to two transactions.

22, 2021, the Company entered into a settlement agreement with our former counsel, Foley Shechter, whereby both parties agreed to settle

all claims for professional fees owed for a total of $51,057.

The Company paid the settlement amount of $51,057 on March 22, 2021.

to the settlement agreement, the Company recorded total accounts payable and accrued expenses $143,614.

Accordingly, the Company recognized

gain from settlement of debt of $92,557 during the year ended June 30, 2021.

This increase in loss during the year ended June 30, 2023 of approximately $431,000 is

primarily attributable to an increase in fair value of the principal amount of convertible notes with bifurcated embedded conversion

option derivatives as a result of the decrease in the conversion prices of such notes during the year ended June 30, 2023.

from Settlement of Accounts Payable

from settlement of accounts payable was $17,499 for the year ended June 30, 2023, as compared to $0 for the year ended June 30, 2022.

On 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 and fair market value

Accordingly, the Company recognized gain from settlement of accounts payable of $17,499 during the year ended June 30, 2023.

on Extinguishment of Debt, net

the year ended June 30, 2023, the principal aggregate amount of convertible notes of $168,200, accrued interest of $16,632 and conversion

fees of $1,838 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market

value of the shares issued upon conversion was $556,272, resulting in a loss on extinguishment at the time of conversion of $369,602

and $352,051 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

loss of $17,551.

Additionally,

on March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement with Regal whereby both parties agreed to settle

all claims and liabilities under the August 10, 2017 Convertible note for a total of $100,000.

All other terms of the August 10, 2017

Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this note are waived unless

the Company fails to authorize to distribute the requested shares upon conversion.

The Company has the right to pay off the balance of

any remaining amounts dues under this note in cash at any time more than 60 days after March 15, 2021.

Prior to the Settlement Agreement,

the Company recorded total liabilities $56,762 consisting of remaining principal amount of $8,500, accrued interest of $23,262 and accrued

expenses of $25,000.

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

was no comparable transaction during the year ended June 30, 2022.

(loss) on Extinguishment of Debt, net

the year ended June 30, 2021, notes with principal amounts totaling $95,000 and accrued interest of $3,000 contained bifurcated embedded

conversion option derivatives.

Accordingly, the fair market value of the shares issued was $178,368 resulting in a loss on extinguishment

at the time of conversion of $80,368 and $130,975 of derivative fair value was recorded as a gain on extinguishment at the time of conversion,

resulting in a net gain of $50,607.

the year ended June 30, 2022, notes with principal amounts totaling $1,000 and accrued interest of $8,000 contained bifurcated embedded

conversion option derivatives.

Accordingly, the fair market value of the shares issued was $28,572, resulting in a loss on extinguishment

at the time of conversion of $19,572 and $2,069 of derivative fair value was recorded as a gain on extinguishment at the time of conversion,

resulting in a net loss of $17,503.

during the year ended June 30, 2023, the Company recognized the remaining put premium of $43,520 related to a convertible note into

gain on extinguishment of debt.

The holder of such convertible note agreed to surrender all conversion rights in its currently held

convertible notes due to violation of Section 15(a)(1) of the Exchange Act, which resulted in a net gain on extinguishment of debt

of $25,969 (when considering the above loss) for the year ended June 30, 2023 compared to a loss on extinguishment of debt for the year ended June 30, 2022 of ($17,503).

Currency Transaction Gain (Loss)

currency transaction changed to a loss of $42,395 for the year ended June 30, 2022 as compared with a gain of $30,497 for the year ended

currency transaction decreased to a gain of $5,885 for the year ended June 30, 2023, as compared to a loss of $42,395 for the year ended

June 30, 2022.

foreign currency transaction decreased to a loss is partially attributable to the decrease in exchange rates during the year ended June

30 2022 as compared to the year ended June 30, 2021.

The decrease of approximately $48,000 for the year ended June 30, 2023 is partially attributable to the decrease in exchange

rates during the year ended June 30, 2023.

(provision) for taxes

the year ended June 30, 2022 and 2021, the Company applied for and received from the Australian Taxation Office a research and development

the years ended June 30, 2023 and 2022, the Company applied for and received from the Australian Taxation Office a research and development

tax credit in the amount of $129,841 and $54,977, respectively.

1 unchanged sentence

The change relates to the factors discussed above.

Company recognized the value of the effect of a down round feature related to our Series A and C warrants when triggered.

Company recognized the value of the effect of a down round feature related to our Series A warrants when triggered.

Upon the occurrence

12 unchanged sentences

and other current assets of $6,125, property and equipment, net, of $302, operating lease ROU asset, net of $38,988, and security deposit

As of June 30, 2021, we had total assets of $13,101, comprised primarily of cash of $2,255, GST tax receivable of

$4,341, property and equipment, net, of $4,255 and security deposit of $2,250.

had current liabilities of $3,062,981, primarily comprised of net convertible debt of $984,260, accounts payable and accrued expenses

of $1,409,138, employee benefit liability of $415,799, and embedded conversion option liabilities of $151,262 as of June 30, 2022.

of June 30, 2021, we had current liabilities of $3,080,674, primarily comprised of net convertible debt of $624,583, accounts

payable and accrued expenses of $1,894,486, employee benefit liability of $418,538, and embedded conversion option liabilities of $54,220.

As compared to June 30, 2022, we had total assets of $81,651, comprised primarily of cash of $4,067, GST tax receivable of

$2,342, prepaid expenses and other current assets of $8,621, property and equipment, net, of $2,023, operating lease ROU asset, net of

$62,523, and security deposit of $2,075.

had current liabilities of $3,158,229, primarily comprised of net convertible debt of $390,539, loan payable of $65,280, accounts payable

and accrued expenses of $1,546,425, employee benefit liability of $587,618, and embedded conversion option liabilities of $423,209 as

of June 30, 2023.

As compared to June 30, 2022, we had current liabilities of $3,062,981, primarily comprising net convertible debt of

$926,438, accrued interest of $57,822, accounts payable and accrued expenses of $1,409,138, employee benefit liability of $415,799, and

embedded conversion option liabilities of $151,262.

have funded our operations primarily through the issuance of equity and/or convertible securities for cash.

2 unchanged sentences

the year ended June 30, 2023, we received proceeds from exercise of warrants of $475,000, proceeds from issuance of convertible notes

of $766,500 and proceeds from sale of our stocks of $99,285.

of $590,250, proceeds from sale of our stocks of $24,711 and proceeds from the collection of subscription receivables of $23,758.

have substantial capital resource requirements and have incurred significant losses since inception.

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cash used in operating activities was $1,105,251 for the year ended June 30, 2023, due to our net loss of $2,660,566 offset primarily

by non-cash charges of amortization of debt discount of $47,971, stock-based compensation of $387,139, non-cash interest expense of $2,250,

accretion of put premium of $452,308, change in fair value of derivatives of $99,111, foreign currency transaction loss of $42,395, and

$17,503 loss on extinguishment of debt.

Net changes in operating assets and liabilities totaled $171,113, which is primarily attributable

to increase in accounts payable of $18,870, increase in accrued expenses and other payables of $65,017, employee benefit liability of

$29,907, and accrued interest of $63,878.

by non-cash charges of amortization of debt discount of $202,952, total stock-based compensation of $141,356, non-cash interest expense

of $1,838, accretion of put premium of $232,674, change in fair value of derivatives of $530,330, foreign currency transaction gain of

$5,885, and $25,969 gain on extinguishment of debt.

Net changes in operating assets and liabilities totaled $472,587, which is primarily

attributable to increase in accounts payable of $80,975, increase in accrued expenses and other payables of $130,511, employee benefit

liability of $186,912, and accrued interest of $92,474.

cash used in operating activities was $1,436,304 for the year ended June 30, 2022, due to our net loss of $2,658,087 offset primarily

by non-cash charges of amortization of debt discount of $136,527, stock-based compensation of $208,444, non-cash interest expense of

$16,500, accretion of put premium of $200,410, change in fair value of derivatives of $8,186 addback foreign currency transaction gain

of $30,497, gain from settlement of debt of $49,319 and $50,607 gain on extinguishment of debt.

Net changes in operating assets and liabilities

totaled $92,277, which is primarily attributable to increase in accounts payable of $178,311, increase in accrued expenses and other

payables of $152,861, employee benefit liability of $33,134, and accrued interest of $80,582.

by non-cash charges of amortization of debt discount of $47,971, total stock-based compensation of $387,139, non-cash interest expense

of $2,250, accretion of put premium of $452,308, change in fair value of derivatives of $99,111, foreign currency transaction loss of

$42,395, and $17,503 loss on extinguishment of debt.

Net changes in operating assets and liabilities totaled $171,113, which is primarily

attributable to increase in accounts payable of $18,870, increase in accrued expenses and other payables of $65,017, employee benefit

liability of $29,907, and accrued interest of $63,878.

Cash Flow from Financing Activities

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During the year ended June 30, 2023 we received proceeds from the exercise of warrants of $475,000, proceeds from sale

of common stock of $99,285, and proceeds from issuance of convertible notes of $766,500.

During the year ended June 30, 2021 we received

proceeds from the exercise of warrants of $776,044 and proceeds from issuance of convertible notes of $325,000 offset by repayments of

convertible notes of $43,000.

of common stock of $24,711, collections of subscription receivables of $23,758 and proceeds from issuance of convertible notes of $590,250.

During the year ended June 30, 2022 we received proceeds from the exercise of warrants of $625,001, proceeds from sale of common stock

of $99,285, and proceeds from issuance of convertible notes of $766,500.

of Exchange Rate

effect of the exchange rate on cash resulted in a $2,488 negative adjustment to cash flows in the year ended June 30, 2023 as compared

to a positive adjustment of $22,468 to cash flows in the year ended June 30, 2021.

to a negative adjustment of $52,670 to cash flows in the year ended June 30, 2022.

The reason for the fluctuation is due to the application

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resulting from foreign currency transactions are included in the statement of operations and comprehensive loss as other income (expense).

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,

a component of other comprehensive income.

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

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

of other comprehensive income.

for Income Taxes:

We are governed by Australian and United States income tax laws, which are administered by the Australian Taxation

Office and the United States Internal Revenue Service, respectively.

We follow ASC 740, “ Accounting for Income Taxes,”

which requires an asset and liability approach to financial accounting and reporting for income taxes.

Deferred income tax assets

and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities

that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which

the differences are expected to affect taxable income.

Valuation allowances are established when necessary, to reduce deferred tax assets

to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or minus the change during

the period in deferred tax assets and liabilities.

We are governed by Australian income tax laws and United States income tax laws, which are administered by the

Australian Taxation Office and the United States Internal Revenue Service, respectively.

We follow ASC 740, “ Accounting for

Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets

and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary, to reduce

deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or

minus the change during the period in deferred tax assets and liabilities.

Company adopted provisions of ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These

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We have 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 or around a fixed discount

to the price of the common stock at the time of conversion.

We treat these convertible notes as stock settled debt under ASC 480 and

measure the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion,

whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of Common Stock at or around a fixed

discount to the price of the Common Stock at the time of conversion.

We treat these convertible notes as stock settled debt under ASC

480 and measure the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion

and record the put premium as accretion to interest expense.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis