What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-09-28 compared with 2022-09-28 · 1442 added, 1439 removed, 1202 unchanged (71% of the section changed)

Financial Statements and Supplementary Data.

following audited consolidated financial statements of Propanc Biopharma, Inc.

are included in this Annual Report:

following consolidated financial statements of Propanc Biopharma, Inc.

are included in this Annual Report on Form 10-K:

BIOPHARMA, INC.

TO FINANCIAL STATEMENTS

Consolidated Financial Statements for the Fiscal Years Ended June 30, 2022 and 2021

of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Financial Statements for the Fiscal Years Ended June 30, 2023 and 2022

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Consolidated Balance Sheets as of June 30, 2023 and 2022

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noted in Footnote 1 “Derivative Instruments” and as described in Footnote 12 “Derivative Financial Instruments and

Fair Value Measurements” to the consolidated financial statements, the Company recorded derivative transactions that resulted

primarily in a net derivative expense in fiscal 2022 from change in fair value of derivative liabilities of $99,111, and

derivative liabilities of $151,262 at June 30, 2022.

Fair Value Measurements” to the consolidated financial statements, the Company recorded derivative transactions that resulted primarily

in a net derivative expense in fiscal 2023 from change in fair value of derivative liabilities of $530,330, and derivative liabilities

of $423,209 at June 30, 2023.

identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the

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model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s

Salberg & Company, P.A.

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Accrued expenses and other payables

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

Accrued interest

Convertible notes, net of discounts and including put premiums

Operating lease liability - related party, current portion

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Series A preferred stock, $ 0.01 par value;

500,000 shares authorized;

500,000 shares issued and outstanding as of June 30, 2022 and 2021

500,000 shares previously authorized;

0 and 500,000 shares issued and outstanding as of June 30, 2023 and 2022, respectively

Series B preferred stock, $ 0.01 par value;

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Change in fair value of derivative liabilities

Gain from settlement of debt, net

Gain from settlement of accounts payable

Gain (loss) on extinguishment of debt, net

1 unchanged sentence

TOTAL OTHER EXPENSE, NET

( 1,013,762 )

LOSS BEFORE TAXES

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Stockholders’

Stock Issuable

Comprehensive

Stockholders’

Balance at June 30, 2020

at June 30, 2021

$ ( 58,199,466 )

$ ( 3,067,573 )

Issuance of common stock for conversion of convertible debt and accrued

Reversal of common stock issuable due to cancellation of conversions of

convertible debt and accrued interest

Issuance of common stock for services

Issuance of common stock for exercise of warrants

Issuance of common stock for cashless exercise of warrants

Reclassification of put premium upon debt conversion

Reversal of put premium upon cancellation of conversions of convertible

Stock based compensation in connection with stock option grants

Vested restricted stock units

Fractional difference due to the reverse stock-split

Foreign currency translation loss

Deemed dividend upon alternate cashless exercise of warrants

Net loss for the fiscal year ended June 30, 2021

of common stock for cash

of common stock for offering cost

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

of common stock for services and accrued expenses

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the fiscal year ended June 30, 2022

( 2,658,087 )

Balance at June 30, 2021

at June 30, 2022

( 61,557,893 )

( 3,023,649 )

Issuance of common stock for cash

Issuance of common stock for offering cost

Issuance of common stock for conversion of convertible debt, conversion

fee and accrued interest

Issuance of common stock for services and accrued expenses

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 option grants

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Net loss for the fiscal year ended June 30, 2022

( 61,557,893 )

( 3,023,649 )

Balance at June 30, 2022

of common stock for cash

of Series A Preferred Stock

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

of common stock for services

of common stock for exercise of Series B warrants

of common stock for alternate cashless exercise of Series A warrants

of common stock in connection with a note payable

of common stock for issuable shares

Reclassification

of put premium upon debt conversion

grant for settlement of accounts payable

based compensation in connection with stock warrant grant

currency translation gain

dividend upon alternate cashless exercise of warrants

shares due to reverse split

loss for the fiscal year ended June 30, 2023

( 2,660,566 )

at June 30, 2023

$ ( 64,684,732 )

$ ( 3,117,179 )

$ ( 64,684,732 )

$ ( 3,117,179 )

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

8 unchanged sentences

Issuance and amortization of common stock for services

Stock option, stock warrants and restricted stock expense

Foreign currency transaction (gain) loss

1 unchanged sentence

Amortization of debt discounts

Amortization of right-of-use assets

Change in fair value of derivative liabilities

(Gain) loss on extinguishment of debt, net

Gain from settlement of debt, net

Stock option and restricted stock expense

Gain from settlement of accounts payable

Non-cash interest expense

Amortization of right-of-use assets

Accretion of put premium

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Accounts payable

Deferred rent

Employee benefit liability

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

Repayments of convertible promissory notes

Proceeds from the sale of common stock

Collection of subscription receivable

Proceeds from the exercise of warrants

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Effect of exchange rate changes on cash

NET INCREASE (DECREASE) IN CASH

NET INCREASE IN CASH

CASH AT BEGINNING OF YEAR

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Conversion of convertible notes and accrued interest to common stock

Discounts related to derivative liability

Operating lease right-of-use asset and operating lease liability recorded pursuant to ASC 842

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

Accounts payable reclass to convertible notes

Debt discounts related to derivative liability

Operating lease right-of-use asset and operating lease liability pursuant to ASC 842

Debt discounts related to common stock issued with a note payable

Warrant grant for settlement of accounts payable

Common stock issued for accrued services

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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,” “we,” “us” or “our”) is based in Camberwell, Victoria

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.

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.

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there has been no activity within this entity.

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

operations and development.

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

and development better.

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

Presently, there are 43 granted, allowed, or accepted patents and 22 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

the lead product candidate PRP.

Presently, there are 62

granted, allowed, or accepted patents and 14 patents filed, or under examination in key global jurisdictions relating to the use

of proenzymes against solid tumors, covering the lead product candidate PRP.

May 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand

(1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023.

Proportional adjustments for the

Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

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

1 unchanged sentence

candidate, PRP, through various stages of development.

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

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

Proportional adjustments for the Reverse Stock Split were made to the

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

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

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

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

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

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

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

The Certificate increased the number of authorized

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

The number of authorized

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

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

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

This increase is presented retroactively

on the consolidated balance sheet.

of Consolidation

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wholly-owned subsidiary through June 30, 2023.

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

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

of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses

during the reporting period.

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 of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from these estimates.

Significant estimates in the accompanying consolidated

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

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

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

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

Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation, valuation

of the operating lease liability and related right-of-use asset, valuation of derivatives, allowance for uncollectable receivables, valuation

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

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

BIOPHARMA, INC.

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

year ended June 30, 2022 and 2021, the Company recognized an exchange gain (loss) of approximately $ 1,289,000 and $ 1,005,000 , on intercompany

loans made by the parent to the subsidiary which have not been repaid as of June 30, 2022.

June 30, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ 648,000 and $ 1,289,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of June 30, 2023, which is included as component

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

of June 30, 2023 and 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

OF TRANSACTION EXCHANGE RATES

June 30, 2023

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Ending balance, June 30, 2023

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Value of Financial Instruments and Fair Value Measurements

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

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Bank overdrafts, as applicable, are reflected as a current liability on the balance sheets.

were no cash equivalents as of June 30, 2022 or June 30, 2021.

were no cash equivalents as of June 30, 2023 and 2022.

and Equipment

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estimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

Machinery and equipment

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

of Long-Lived Assets

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All employee liabilities are owed within the next twelve

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Goods and Services Tax (“GST”)

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

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

Features in Financial Instruments will no longer cause derivative treatment.

The Company applied the modified prospective method of adoption.

There were no cumulative effects on adoption.

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

the time of conversion.

The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities

from Equity ” and measures 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 records the put premium as interest expense.

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.

The Company treats these convertible

notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity ” and measures 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 records the put premium

as interest expense.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

legal costs for litigation are charged to expense as incurred.

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In addition, the Company

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

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

Operating lease right of use assets (“ROU”)

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and administrative expenses.

Reclassifications

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

The reclassified amounts have no impact on

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

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

premiums at June 30, 2022.

and Diluted Net Loss Per Common Share

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

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

Such securities are considered dilutive securities

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

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

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

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.

Each 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

June 30, 2023

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Stock Options

Stock Warrants

Unvested restricted stock

Warrants with no designations

Series A Warrants as if converted at alternate cashless exercise prices

1,996,625,990

Series B Warrants

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

9,473,999,953

Unvested restricted stock units

Convertible Debt

11,476,617,244.12

convertible ratably upon exercise of Series B Warrants

BIOPHARMA, INC.

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financial management.

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

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

This ASU reduces the number of accounting models

for convertible debt instruments and convertible preferred stock as well as amends the guidance for the derivatives scope exception for

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

In addition, this ASU improves

and amends the related EPS guidance.

This standard is effective for us on July 1, 2024, including interim periods within those fiscal

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

The Company is currently assessing

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

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

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

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

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

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

The standard is effective

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

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

reporting periods.

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

2 – GOING CONCERN

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The Company’s ability to continue as a going concern is also dependent on its ability to further

develop and execute on its business plan.

develop and execute its business plan.

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

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

Health Organization, and the outbreak has become increasingly widespread in the United States, Europe and Australia, including in each

of the areas in which the Company operates.

The COVID-19 (coronavirus) outbreak has had a notable impact on general economic conditions,

including but not limited to the temporary closures of many businesses, “shelter in place” and other governmental regulations,

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.

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 our operations,

ability to obtain financing or future financial results is uncertain.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following as of June 30:

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

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expense for the years ended June 30, 2023 and 2022 were $ 1,665 and $ 1,993 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

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

of the Company such as intellectual property and formation expenses.

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

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

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

The expenses were paid for on behalf of the Company and

are due upon demand.

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

The total amount owed to the former director at

June 30, 2022 and 2021 is $ 30,746 and $ 33,347 , respectively.

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

5 – LOANS AND NOTES PAYABLE

The total amounts owed to the former director

at June 30, 2023 and 2022 were $ 29,630 and $ 30,746 , respectively.

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

(see Note 10).

from Former Director - Related Party

from the Company’s former director at June 30, 2022 and 2021 were $ 51,171 and $ 55,500 , respectively.

from the Company’s former director at June 30, 2023 and 2022 was $ 49,314 and $ 51,171 , respectively.

The loan bears no interest

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(see Note 10).

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 June 30, 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 % per annum.

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 June 30, 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 year ended June 30, 2023.

The total accrued interest from this loan amounted to $ 35,722 as of June 30, 2023.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 35,722 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

6 – CONVERTIBLE NOTES

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Unamortized discounts

Accrued interest

Convertible notes, net

Equities Financing Agreements

29, 2018 Securities Purchase Agreement

August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “August 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 105,000 ,

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

time after the six-month anniversary of the August 2018 Eagle Note.

The transactions contemplated by the agreement closed on August 30,

The maturity date of the August 29, 2018 Eagle Note was August 29, 2019 .

The August 2018 Eagle Note bore interest at a rate of

8 % per annum, which interest was paid by the Company to Eagle Equities in shares of the Company’s common stock upon receipt of

a notice of conversion by the Company from Eagle Equities at any time after the six-month anniversary of the August 2018 Eagle Note.

In April 2020, Eagle Equities agreed to waive the 24 % default interest on this note.

The note was fully converted to common stock in

24, 2018 Securities Purchase Agreement

December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased

a convertible promissory note (the “December 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 126,000 ,

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

time after the six-month anniversary of the December 2018 Eagle Note.

The transactions contemplated by the purchase agreement closed

on December 24, 2018.

Pursuant to the terms of the purchase agreement, Eagle Equities deducted $ 6,000 from the principal payment due

under the December 2018 Eagle Note, at the time of closing, to be applied to its legal expenses.

The Company used the net proceeds from

the December 2018 Eagle Note to repay an outstanding convertible promissory note before such note became convertible.

The maturity date

of the December 2018 Eagle Note was December 24, 2019 .

The December 2018 Eagle Note bore interest at a rate of 8 % per annum, which interest

was paid by the Company to Eagle Equities in shares of common stock upon receipt of a notice of conversion by the Company from Eagle

Equities at any time after the six-month anniversary of the December 2018 Eagle Note.

Upon an event of default, principal and accrued

interest would become immediately due and payable under the notes.

Additionally, upon an event of default, both notes would accrue interest

at a default interest rate of 24 % per annum or the highest rate of interest permitted by law.

In April 2020, Eagle Equities agreed to

waive the 24 % default interest on this note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Equities had the option to convert all or any amount of the principal amount of the notes issued to Eagle Equities above, at any time,

for shares of the Company’s common stock at a price ranging from 60 % to 61 % of the lowest closing bid price (the “Closing

Bid Price”) of the Company’s common stock as reported on the OTC Markets Group, Inc.

quotation system for the ten prior trading

days, including the day upon which the Company receives a notice of conversion from Eagle Equities (the “Conversion Price”).

However, in the event that the Company’s common stock was restricted by the Depository Trust Company for any reason, the Conversion

Price was to be lowered to from 50 % to 51 % of the lowest Closing Bid Price for the duration of such restriction.

If the Company failed

to maintain a reserve of shares of its common stock at least two and a half times the number of shares issuable upon conversion of all

the Eagle Notes for at least 60 days after the issuance of the notes issued to Eagle Equities, the conversion discount was to be increased

Notwithstanding the foregoing, Eagle Equities was restricted from effecting a conversion if such conversion, along with other

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

shares of the Company’s common stock.

above notes issued to Eagle Equities were treated as stock settled debt under ASC 480 and accordingly, the Company recorded a total of

$ 357,688 put premium, of which $ 133,557 were released to additional paid in capital following conversion of principal during the fiscal

year to June 30, 2021.

were $ 0 outstanding principal and accrued interest under the above Eagle Equities financing agreements as of June 30, 2021 as a result

of the fiscal 2021 conversions.

Note Issued with Consulting Agreement

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the accompanying consolidated statements of operations.

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

under the August 10, 2017 Convertible Note was $ 80,000

and $ 3,738 ,

respectively, as of June 30, 2021 following conversion of $ 20,000

of principal during the year ended June 30, 2021.

The total principal and accrued interest outstanding under the August 10, 2017

Convertible Note was $ 79,000

and $ 10,185 ,

respectively, as of June 30, 2022 following conversion of $ 1,000

of principal and $ 8,000

accrued interest during the year ended June 30, 2022.

Capital Financing Agreements

22, 2020 GS Capital Securities Purchase Agreements

January 22, 2020, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased a

convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount of $ 58,000 ,

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

after the six-month anniversary of the January 22, 2020 GS Capital Note.

The January 22, 2020 GS Note contained an original discount

The transactions contemplated by the GS Capital Securities Purchase Agreement closed on January 22, 2020.

Pursuant to the

terms of the GS Capital Securities Purchase Agreement, GS Capital deducted $ 2,500 from the principal payment due under the January 22,

2020 GW Note, at the time of closing, to be applied to its legal expenses and received net cash proceeds of $ 52,000 on January 28, 2020.

The Company used the net proceeds from the January 22, 2020 GW Note for general working capital purposes.

The maturity date of the January

22, 2020 GS Capital was January 22, 2021 .

The January 22, 2020 GS Capital Note bore interest at a rate of 10 % per annum, which interest

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

but was not payable until the January 22, 2020

GS Capital Note became payable, whether at the maturity date or upon acceleration or by prepayment.

The conversion price for the January

22, 2020 GS Capital Note was equal to a 40 % discount of the lowest closing bid price (“Lowest Trading Price”) of the Common

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

Conversion is received.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Additionally,

GS Capital had the option to convert all or any amount of the principal face amount of the January 22, 2020 GS Capital 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 is an amount between 112 % and 130 % of an amount equal to the then outstanding principal amount of the January 22, 2020

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

January 22, 2020 GS Note contained certain events of default, upon which principal and accrued interest would become immediately due

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

24 % per annum.

note issued to GS capital above was treated as stock settled debt under ASC 480 and accordingly the Company recorded $ 38,667 put premium

which was expensed in fiscal 2020 of which $ 38,667 was released to additional paid in capital following conversion of principal during

the year ended June 30, 2021.

total remaining principal outstanding and accrued interest under the above GS Capital financing agreements was $ 0 as of June 30, 2021

following conversion of $ 58,000 of principal and $ 8,508 of accrued interest during the year ended June 30, 2021.

Up Lending Group Financing Agreements

7, 2020 Power Up Lending Group Securities Purchase Agreement

January 7, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”),

pursuant to which Power Up purchased a convertible promissory note (the “January 7, 2020 Power Up Note”) from the Company

in the aggregate principal amount of $ 75,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Power Up.

The transaction closed on January 7, 2020 and the Company received payment on January 13, 2020

in the amount of $ 72,000 , net of $ 2,500 paid directly toward legal fees and $ 500 to Power Up for due diligence fees.

The maturity date

of the January 7, 2020 Power Up Note was January 7, 2021 .

The January 7, 2020, Power Up Note bore interest at a rate of 8 % per annum,

which interest was paid by the Company to Power Up in shares of the Company’s common stock, but not payable until the January 7,

2020 Power Up Note became payable, whether at the maturity date or upon acceleration or by prepayment.

12, 2020 Power Up Lending Group Securities Purchase Agreement

March 12, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd.

(“Power Up”), pursuant

to which Power Up purchased a convertible promissory note (the “March 12, 2020 Power Up Note”) from the Company in the aggregate

principal amount of $ 43,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the

option of Power Up.

The transaction closed on March 12, 2020 and the Company received payment on March 5, 2020 in the amount of $ 40,000 ,

net of $ 2,500 paid directly toward legal fees and $ 500 to Power Up for due diligence fees.

The maturity date of the March 12, 2020 Power

Up Note was March 12, 2021 .

The March 12, 2020, Power Up Note bore interest at a rate of 8 % per annum, which interest may be paid by

the Company to Power Up in shares of the Company’s common stock but was not payable until the March 12, 2020 Power Up Note became

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

the notes issued above to Power Up contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

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

of 22 % per annum.

Additionally,

Power Up had the option to convert all or any amount of the principal face amount of the notes issued to Power Up, starting on certain

dates as defined in the note agreements and ending on the later of the maturity date or the date the Default Amount is paid if an event

of default occurs, which was an amount equal to 150 % of an amount equal to the then outstanding principal amount of the notes plus any

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

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

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

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 as of June 30, 2023 following conversion

of $ 79,000 of principal and $ 9,543 accrued interest during the year ended June 30, 2023 (see Note 8).

BIOPHARMA, INC.

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conversion price for the above Power Up notes was $3,050, subject to certain Market Price (as defined below) adjustment.

If the Market

Price was greater than or equal to $5,000, the conversion price was to be the greater of 65 % of the Market Price (“Variable Conversion

Price”) and $3,050.

In the event Market Price was less than $5,000, the conversion price was to be the Variable Conversion Price.

As defined in the note agreements, the “Market Price” was the average of the lowest three closing bid prices during the ten

day trading period prior to and including the day the Company receives a notice of conversion from Power Up on the electronic quotation

system or applicable principal securities exchange or trading market or, if no closing bid price of such security is available in any

of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink

sheets” during the ten prior trading days, including the day upon which the Company receives a notice of conversion from Power

Notwithstanding the foregoing, Power Up was restricted from effecting a conversion if such conversion, along with other shares of

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

common stock.

An aggregate initial total of $ 422,557 of these notes were bifurcated with the embedded conversion option recorded as derivative

liabilities at fair value.

total principal amount outstanding under the above Power Up financing agreement, specifically the January 7, 2020 and March 12, 2020

Power Up Notes, was $ 0 and accrued interest of $ 0 as of June 30, 2021 following repayment in cash of $ 43,000 of the principal balance

and $ 1,816 of accrued interest and conversions into common stock during the year ended June 30, 2021.

Accordingly, there was no outstanding

principal balance as of June 30, 2021.

Fund Financing Agreements

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Second Warrant at an “Exercise Price” of $ 3,330,000 .

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

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

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

In connection with the issuance of the Note, the Company shall issue

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

as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise

Price” of $ 4,500,000 .

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

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

Under the terms of the Purchase

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

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

Stock which would exceed 4.99 % of our outstanding shares.

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

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

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

Under the terms of

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

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

our Common Stock which would exceed 4.99 % of our outstanding shares.

The Company accounted for the warrants by using the relative fair

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

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

36 unchanged sentences

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, which interest may be paid by the Company to Crown Bridge in shares of the Company’s

common stock.

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.

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 % per annum.

Additionally,

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

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

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

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

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

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

the day upon which a Notice of Conversion is received.

Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting

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

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

prior written notice by the Crown Bridge to the Company.

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

Company recorded a $ 72,000 put premium.

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

due and payable.

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

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

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

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

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

Accordingly, $ 28,480

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

of the principal balance.

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 %

and 150 % 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 put premium.

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

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

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

Further, certain events

of default may trigger penalty and liquidated damage provisions.

BIOPHARMA, INC.

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30, 2023 and 2022

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

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

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

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

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

total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 and accrued interest of $ 16,138 as of

June 30, 2021.

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

of $ 25,930 as of June 30, 2022.

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.

Accordingly, $ 28,480 of the put premium was released

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

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

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

In November 2020, the Company was notified by Crown Bridge

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

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

of $ 16,000 .

total principal amount outstanding under the Crown Bridge Note was $ 65,280 and accrued interest of $ 25,930 as of June 30, 2022.

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

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

Consequently, as

of June 30, 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 year ended June 30, 2023.

the total principal amount outstanding under such agreement with Crown Bridge was $ 0 after the reclassification of principal to loan

payable as of June 30, 2023 (see Note 5).

Holdings Securities Purchase Agreements

31 unchanged sentences

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

BIOPHARMA, INC.

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30, 2023 and 2022

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

16 unchanged sentences

notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 put premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

total principal amount outstanding under the above October 1, 2019 GW Holdings financing agreement was $ 30,000 and accrued interest of

18 unchanged sentences

10, 2020 GW Holdings Note during the year ended June 30, 2022 following conversion of the principal balance.

Alef Securities Purchase Agreements

January 13, 2020, the Company entered into a securities purchase agreement with Ader Alef, pursuant to which Ader Alef purchased a convertible

promissory note (the “January 13, 2020 Ader Alef Note”) from the Company in the aggregate principal amount of $ 110,250 , such

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

the six-month anniversary of the January 13, 2020 Ader Alef Note.

The January 13, 2020 Ader Alef Note contained an original discount

The transactions contemplated by the Ader Alef Securities Purchase Agreement closed on January 13, 2020.

Pursuant to the terms

of the Ader Alef Securities Purchase Agreement, Ader Alef deducted $ 5,000 from the principal payment due under the January 13, 2020 Ader

Alef Note at the time of closing, to be applied to its legal expenses and the Company received net cash proceeds of $ 100,000 on January

The Company used the net proceeds from the January 13, 2020 Ader Alef Note for general working capital purposes.

date of the January 13, 2020 Ader Alef was January 13, 2021.

The January 13, 2020 Ader Alef Note bore interest at a rate of 8 % per annum,

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

but was not payable until the January

13, 2020 Ader Alef Note became payable, whether at the maturity date or upon acceleration or by prepayment.

Additionally,

Ader Alef had the option to convert all or any amount of the principal face amount of the January 13, 2020 Ader Alef 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 120 % and 150 % of an amount equal to the then outstanding principal amount of the January 13, 2020

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

conversion price for the January 13, 2020 Ader Alef Note during the first 6 months the January 13, 2020 Ader Alef Note was fixed at $2.50

and thereafter would be equal to a 35 % 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, Ader Alef was restricted from effecting a conversion if such conversion, along with other

shares of the Company’s common stock beneficially owned by Ader Alef 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 Ader Alef to the Company.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 59,365 put premium.

January 13, 2020 Ader Alef Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

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

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

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

total principal amount outstanding under the above Ader Alef financing agreement was $ 110,250 and accrued interest of $ 4,073 as of June

The total principal amount outstanding and accrued interest under the above Ader Alef financing agreement was $ 0 as of as of

June 30, 2021 following conversion of $ 110,250 of the principal balance and $ 7,493 accrued interest during the year ended June 30, 2021.

Accordingly, $ 59,365 of the put premium was released in respect of the Ader Alef Note during the year ended June 30, 2021 following conversion

of the principal balance.

This note was fully converted into common stock in fiscal 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Capital Securities Purchase Agreements

February 19, 2020, the Company entered into a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”),

pursuant to which LG Capital purchased a convertible promissory note (the “February 19, 2020 LG Capital Note”) from the Company

in the aggregate principal amount of $ 75,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of LG Capital any time after the six month anniversary of the February 19, 2020 LG Capital Note.

19, 2020 LG Capital Note contained an original discount of $ 3,750 .

The transactions contemplated by the LG Capital Securities Purchase

Agreement closed on March 4, 2020.

Pursuant to the terms of the LG Capital Securities Purchase Agreement, LG Capital deducted $ 2,500

from the principal payment due under the February 19, 2020 LG Capital Note at the time of closing, to be applied to its legal expenses

and the Company received net cash proceeds of $ 71,250 on March 25, 2020.

The Company used the net proceeds from the February 19, 2020

LG Capital Note for general working capital purposes.

The maturity date of the February 19, 2020 LG Capital Note was February 19, 2021 .

The February 19, 2020 LG Capital Note bore interest at a rate of 8 % per annum, which interest was paid by the Company to LG Capital in

shares of the Company’s common stock;

but was not payable until the February 19, 2020 LG Capital Note became payable, whether at

the maturity date or upon acceleration or by prepayment.

the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest

due under the February 19, 2020 LG Capital Note, together with any other amounts that the Company may owe the holder under the terms

of the note, at a premium ranging from 112 % to 135 % as defined in the note agreement.

After this initial 180-day period, the Company

did not have a right to prepay the February 19, 2020 LG Capital Note.

conversion price for the February 19, 2020 LG Capital Note during the first 6 months the February 19, 2020 LG Capital Note was fixed

at $500 and thereafter was equal to a 35% 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, LG Capital was restricted from effecting a conversion if such conversion, along

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

shares of the Company’s common stock.

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

a $ 40,385 put premium.

February 19, 2020 LG Capital Note contained certain events of default, upon which principal and accrued interest would become immediately

due and payable.

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

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

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

total principal amount outstanding under the above LG Capital financing agreement was $ 75,000 and accrued interest of $ 2,164 as of June

The total principal amount outstanding and accrued interest under the above LG Capital financing agreement was $ 0 as of June

30 2021 following conversion of $ 75,000 of the principal balance and $ 5,421 accrued interest during the year ended June 30, 2021.

$ 40,385 of the put premium was released in respect of the February 19, 2020 LG Capital Note during the year ended June 30, 2021 following

conversion of the principal balance.

This note was fully converted into common stock in fiscal 2021.

were 9,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to

a conversion notice dated and received on September 9, 2020.

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

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

increasing the principal balance by $ 10,000 , accrued interest of $ 416 and put premium by $ 5,385 and a corresponding decrease in equity

of $ 15,801 .

Roth Remark Securities Purchase Agreements

13 unchanged sentences

maturity date or upon acceleration or by prepayment.

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30, 2023 and 2022

5, 2021 Securities Purchase Agreement

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by prepayment.

BIOPHARMA, INC.

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30, 2022 and 2021

16, 2021 Securities Purchase Agreement

39 unchanged sentences

at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

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30, 2023 and 2022

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

18 unchanged sentences

30, 2021 following conversion of the principal balance.

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30, 2022 and 2021

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 0 as of June 30, 2022 following conversion

6 unchanged sentences

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

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 of $ 3,750 .

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

for general working capital purposes.

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

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

The October 21,

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.

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

26, 2021 Securities Purchase Agreement

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

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

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

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

The November 26, 2021 Sixth Street contained

debt issue costs of $ 3,750 .

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

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

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

or by prepayment.

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 26, 2022 .

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

Additionally,

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

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

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

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

The January 4, 2022 Sixth Street contains

debt issue costs of $ 3,750 .

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

capital purposes.

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

The January 4, 2022 Sixth Street Note

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

common stock;

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

acceleration or by prepayment.

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

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

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

The January 4, 2022 Sixth Street Note bore interest at a rate of 8 %

per annum, which interest 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

Additionally,

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

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

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

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

The March 7, 2022 Sixth Street contains debt issue costs of $ 3,750 .

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

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

The March 7, 2022 Sixth Street Note bears interest

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

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

by prepayment.

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 $ 3,750 .

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 7, 2023 .

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;

but was not payable until the maturity date or upon acceleration or by prepayment of

such note (see conversions below).

12, 2022 Securities Purchase Agreement

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

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

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

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

The April 12, 2022 Sixth Street contains debt issue costs of $ 3,750 .

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

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

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

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

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

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 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.

date of the April 12, 2022 Sixth Street Note was April 12, 2023 .

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;

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

of such note.

12, 2022 Securities Purchase Agreement

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

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

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

BIOPHARMA, INC.

3 unchanged sentences

30, 2022 Securities Purchase Agreement

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

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

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

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

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

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

1800 Diagonal Note for general working capital purposes.

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

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

in shares of the Company’s common stock;

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

at the maturity date or upon acceleration or by prepayment.

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

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

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

but 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:

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

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

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

After this initial 180-day period,

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

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

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a

total of $ 205,962 put premium.

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

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

After this initial 180-day period, the Company does

not have a right to prepay such note.

conversion price for the above 1800 Diagonal notes 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

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 year ended June 30, 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 %

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.

Additional events

of default shall include, among others:

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

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

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

of the Company;

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

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

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

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

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

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

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

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

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

Exchange Act.

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

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

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

the transfer agent.

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

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

of an amount equal to the then outstanding principal amount of the above 1800 Diagonal notes plus any interest accrued upon such

event of default or prior events of default (the “Default Amount”).

Further upon the occurrence and during the continuation of any event of default specified in section 3.2 as defined

in the 1800 Diagonal note agreements and relates to the failure to issue shares of the Company’s common stock upon the conversion

of 1800 Diagonal notes, such above 1800 Diagonal notes shall become immediately due and payable in an amount equal to the Default Amount

multiplied by two.

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.

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.

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 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

BIOPHARMA, INC.

2 unchanged sentences

30, 2023 and 2022

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

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

Accordingly, $ 63,269 of the put premium was released to additional paid in capital in respect to the Sixth Street 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 $ 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 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 June 30, 2023 following conversion

of $ 370,000 of the principal balance and $ 14,800 accrued interest during the year ended June 30, 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 year ended June

30, 2023 following conversion of the principal balance (see Note 8).

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 contains an original discount and debt

issue cost for a total of $ 25,500 .

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

The maturity date

of the December 7, 2021 ONE44 is December

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

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

but shall not be

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

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 7, 2022 .

The December 7, 2021 ONE44 Note bore interest

at a rate of 10 % 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.

29, 2022 Securities Purchase Agreement

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

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

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

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

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

cost for a total of $ 18,000 .

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

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

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 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 .

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 29, 2023 .

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

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 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 such purchase agreement closed on August 16, 2022.

The August 15,

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

Pursuant to the terms of 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

The maturity date of the August 15, 2022 One44 Note is August 15, 2023 .

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

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 $ 111,111 , 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.

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 14, 2024 .

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:

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

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

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

After this initial 180-day period, the Company

does not have a right to prepay such notes.

conversion price for the above ONE44 notes shall be equal to a 65 % discount of the market price which means the average of the lowest

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

Notwithstanding

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

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

These notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 156,154 put premium.

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 the ONE44 note, the penalty shall be

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

penalty shall increase to $ 500

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

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

After this initial 180-day period, the Company does

not have a right to prepay such note.

conversion price for the above ONE44 notes ranges from 60 % to 65 % (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.

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 year ended June 30, 2023.

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 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.

This penalty increases to

$ 500 per day beginning on the 10 th day.

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

and will increase the outstanding principal amounts by 20 %.

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

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

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

Accordingly, $ 29,238

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

conversion of the principal balance.

total principal amount outstanding under the above ONE44 notes was $ 118,111 and accrued interest of $ 4,726 as of June 30, 2023, following

conversion of $ 338,700 of the principal balance and $ 24,255 accrued interest during the year ended June 30, 2023.

Accordingly, $ 182,376

of the put premium was released to additional paid in capital in respect to the purchase agreements with ONE44 during the year ended

June 30, 2023 following conversion of the principal balance (see Note 8).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Capital Partners Securities Purchase Agreements

12, 2022 Securities Purchase Agreement

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

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

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

shares of common stock at the option of GS Capital.

The transaction contemplated by the GS Capital Purchase Agreement closed on August

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.

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 common stock at a price per share equal to $2.80 per share (the “Fixed Price”).

However, in the event the common

stock trades below $2 per share for more than five consecutive trading days, then the Fixed Price becomes $1.30 per share.

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 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 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

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.

Such 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 $2 (the “September Fixed Price”).

However, in the event the common stock trades below $1.40 per share for more than

five consecutive trading days, then the September Fixed Price becomes $0.90 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.

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.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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 % 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.

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.

In 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 the Company.

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

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 $ 75,300 and $ 4,263 , respectively, as of June 30,

2023, following conversion of $ 89,200 of the principal balance and $ 2,945 accrued interest during the year ended June 30, 2023.

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

June 30, 2022 following conversion of the principal balance.

Convertible notes in default

There are two convertible notes that are currently

past due and are in default, consisting of $ 144,280 principal and $ 33,930 accrued interest which includes interest accruing at the default

interest rates ranging from 15 % to 18 % .

total of $ 75,300 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative

liabilities at fair value (see Note 12).

Road Holdings Securities Purchase Agreement

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 was October 6, 2023.

The Red Road 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 the Red Road Note, as

described below.

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

per annum, or if such rate was 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.

Red Road had 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 $ 3,750 which was recorded as a debt

conversion price for the Red Road Note was 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 was defined as

65% of the Market Price (representing a discount rate of 35%) which was 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 was 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.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

the event that the Company failed 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 would incur a penalty of $ 1,000 per day.

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% 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 and accrued interest under the above Red Road notes was $ 0 as of June 30, 2023 following conversion

of $ 53,750 of the principal balance and $ 2,150 accrued interest during the year ended June 30, 2023.

Accordingly, $ 28,942 of the put

premium was released to additional paid in capital in respect of such purchase agreements with Red Road during the year ended June 30,

2023 following conversion of the principal balance (see Note 8).

Enterprises, LLC Securities Purchase Agreement

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 $ 125,000 , such principal

and the interest thereon convertible into shares of the Company’s common stock following an event of default (the “Coventry

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 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 year ended June 30, 2023.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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 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.

Company failed to make the first installment payment due in March 2023 which is considered an event of default.

The Company recorded

a default penalty of $ 25,000 as additional principal as of June 30, 2023.

total principal amount outstanding and accrued interest under the above Coventry note was $ 144,951 including the default penalty as of

June 30, 2023 following conversion of $ 5,049 of the principal balance and $ 22,749 accrued interest during the year ended June 30, 2023.

Accordingly, $ 561 of the put premium was released to additional paid in capital in respect of such purchase agreements with Coventry

during the year ended June 30, 2023 following conversion of the principal balance (see Note 8).

In July 2023, the Company fully paid

the remaining principal and accrued interest for a total of $ 142,908 (see Note 13).

Convertible note in default

The Coventry Note is currently past due and in default, consisting of $ 144,951

principal including default penalty and $ 22,749 accrued interest, which includes interest accruing at the default interest rate at 18 %.

of debt discounts

5 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

of all debt discounts for the years ended June 30, 2023 and 2022 was $ 202,952 and $ 47,971 , respectively.

Company reclassified $ 335,677

and $ 590,504

in put premiums to additional paid in capital

following conversions during the year ended June 30, 2022 and 2021, respectively.

Company reclassified $ 411,111 and $ 335,677 in put premiums to additional paid in capital following conversions during the year ended

June 30, 2023 and 2022, respectively.

7 – INCOME TAXES

12 unchanged sentences

30, 2013 through June 30, 2023.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

reconciliation of income tax expense computed at the U.S.

2 unchanged sentences

SCHEDULE OF INCOME TAX PROVISION

June 30, 2022

June 30, 2021

Loss before Income taxes

before Income taxes

$ ( 2,790,407 )

$ ( 2,658,087 )

Taxes under statutory US tax rates

Taxes under statutory US tax

$ ( 585,986 )

$ ( 558,198 )

Increase (decrease) in valuation allowance

Increase (decrease) in valuation

Prior period adjustment

( 1,063,710 )

Foreign tax rate differential

Income tax rate change

Income tax (expense) benefit

tax (expense) benefit

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2023 and 2022 of $ 129,841

5 unchanged sentences

taxable years to generate a refund of previously paid income taxes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial

3 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2022

June 30, 2021

Deferred tax assets

Warrant Derivative Liability

Warrant Derivative

Accrued Expenses

1 unchanged sentence

Non-cash interest

Intangibles (Intellectual Property and Patent Cost)

Intangibles (Intellectual

Property and Patent Cost)

Deferred Rent

3 unchanged sentences

Revalue of derivative liability

Stock Based Compensation

Based Compensation

Total Deferred tax assets

Deferred tax liabilities

tax liabilities

Research and Development

$ ( 202,568 )

$ ( 170,435 )

Gain on extinguishment of debt

Capital Raising Costs

Gain on extinguishment of

Raising Costs

Total deferred tax liabilities

2 unchanged sentences

Net deferred tax assets

Valuation allowance

( 11,155,610 )

( 10,294,432 )

Net deferred tax assets

deferred tax assets

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

June 30, 2023, the Company had U.S.

net operating loss carry forwards of approximately $ 10,183,947

that may be offset against future taxable income, subject to limitation under IRC Section 382.

Of the approximately $ 10.2

million of net operating loss carryforwards, $ 7.2

million will begin to expire in 2024 and the remaining $ 3.0

million will not expire but is subject to annual usage limitations.

The Australian tax rate changed from 26 %

in 2021 to 25 %

At June 30, 2022, the Company had Australia net operating loss carry forwards of approximately $ 26,482,912 which can be carried forward without expiration.

tax benefit has been reported in the June 30, 2022 and 2021 consolidated financial statements due to the uncertainty surrounding the

realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative

net operating loss carry forwards of $ 10,369,271 that may be offset against future taxable income,

subject to limitation under IRC Section 382.

Of the approximately $ 10.4 million of net operating loss carryforwards, $ 7.3 million will

begin to expire in 2024 and the remaining $ 3.1 million will not expire but is subject to annual usage limitations.

The Australian tax

rate changed from 26 % in 2021 to 25 % in 2022 and remained at 25 % during 2023.

At June 30, 2023, the Company had Australia net operating

loss carry forwards of $ 26,933,305 which can be carried forward without expiration.

No tax benefit has been reported in the June 30,

2023 and 2022 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more

likely than not criteria and in consideration of available positive and negative evidence.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

18 unchanged sentences

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

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

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

the Company’s authorized capital stock.

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

stock, par value $ 0.001 per

share, from 1,000,000,000 to

3,000,000,000 .

The number of authorized shares of preferred stock remains at 1,500,005 ,

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

The Certificate was filed and became

effective on July 6, 2022.

BIOPHARMA, INC.

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 shares.

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 shares.

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.

May 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand

(1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023.

Proportional adjustments for the

Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

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

Proportional adjustments for the Reverse Stock Split were made to the

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

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

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Preferred Stock

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.

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.

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 June 30, 2022 and 2021.

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

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 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 a total of 1 vote.

North Horizon

is a Nathanielsz Family Trust.

Nathanielsz had voting and investment power over these shares.

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 Stock.

No shares of Series

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

There were none and 500,000 shares of

Series A Preferred Stock issued and outstanding as of June 30, 2023 and 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

1 unchanged sentence

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

Nathanielsz directly beneficially

owns such one share of Series B Preferred Stock.

Nathanielsz, the Company’s

Chief Executive Officer, 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 fiscal year 2023 and 2022.

issued under the Equity Line

issued under the Equity Lines

Capital Growth Fund LP

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

18 unchanged sentences

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

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

common stock.

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

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

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

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

The shares were issued on December 10, 2021.

The Company initially recorded deferred

offering cost of $ 20,000 .

The Company initially recorded deferred offering

cost of $ 20,000 .

The Company deferred these costs until such time that the associated financings were completed.

Upon completion

and recognition of the proceeds, any deferred offering costs will be reported as a direct deduction from the amount of the proceeds received

Upon completion and

recognition of the proceeds, any deferred offering costs will be reported as a direct deduction from the amount of the proceeds received

as a charge to additional paid in capital.

1 unchanged sentence

from the proceeds received below.

April 5, 2022 and June 30, 2022, the Company issued an aggregate of 25,663,288 shares of its common stock at an average price per share

of approximately $ 0.01 , as a result of delivering four draw down notices to the Investor.

April 5, 2022 and June 30, 2022, the Company issued an aggregate of 25,663 shares of its common stock at an average price per share of

approximately $ 10 , as a result of delivering four draw down notices to the Investor.

Consequently, the Company received gross aggregate

2 unchanged sentences

receivable in August 2022.

July 13, 2022, the Company issued 14,337 shares of its common stock at an average price per share of approximately $ 2 , as a result of

delivering one Dutchess Draw Down Notice to Dutchess.

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

Dutchess Draw Down Notice.

The Company received $ 23,758 of a previously recorded subscription receivable during the year ended June 30,

Enterprises, LLC

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 common stock over the 36 month term of the Purchase Agreement.

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 Equity Line.

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 Notice.

During the year ended

June 30, 2023, the Company has not received a Coventry Draw Down Notice.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

issued for conversion of convertible debt

the year ended June 30, 2021, the Company issued an aggregate of 8,786,113 shares of its common stock at an average contractual conversion

price of $ 0.13 , ranging from $ 0.03 to $ 2.00 , as a result of the conversion of principal of $ 1,018,867 , interest of $ 103,321 and conversion

fees $ 16,500 underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 1,239,075

prior to the reversal of unissued shares.

were 24,427 unissued shares which were considered issuable for accounting purposes during the first quarter of fiscal 2021 related to

conversion notices dated and received in September 2020.

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

of these conversion notices and as such the Company reversed the effects of these transactions thereby increasing the principal balance

by $ 19,600 , accrued interest of $ 416 and put premium by $ 11,785 and a corresponding decrease in equity of $ 31,801 .

the year ended June 30, 2021, converted notes totaling principal amount of $ 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.

Company reclassified $ 590,504 to additional paid in capital following conversions of notes accounted for as stock settled debt during

the year ended June 30, 2021.

the year ended June 30, 2022, the Company issued an aggregate of 96,959,620

shares of its common stock and common stock issuable

at average contractual conversion prices ranging

as a result of the conversion of principal of $ 599,148 ,

interest of $ 36,154

and conversion fees $ 2,250

underlying certain outstanding convertible notes

converted during the year.

The total recorded to equity was $ 657,125

including the $ 19,572

discussed below.

The common stock issuable of

shares were issued on July 12, 2022.

the year ended June 30, 2022, converted notes - principal of $ 1,000

and accrued interest of $ 8,000

contained bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued upon conversion

resulting in a loss on extinguishment at the time of conversion of $ 19,572

of derivative fair value was recorded as a gain on extinguishment at the time of conversion.

The Company reclassified $ 335,677

to additional paid in capital following conversions of notes accounted for as stock settled debt during the year ended June 30,

the year ended June 30, 2022, the Company issued an aggregate of 96,960 shares of its common stock and common stock issuable of 7,326

at average contractual conversion prices ranging from $ 10 to $ 40 , as a result of the conversion of principal of $ 599,148 , interest of

$ 36,154 and conversion fees $ 2,250 underlying certain outstanding convertible notes converted during the year.

The total recorded to

equity was $ 657,125 including the $ 19,572 discussed below.

The common stock issuable of 7,326 shares were issued on July 12, 2022.

the year ended June 30, 2022, converted notes - principal of $ 1,000 and accrued interest of $ 8,000 contained bifurcated embedded conversion

option derivatives.

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

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

of conversion.

The Company reclassified $ 335,677 to additional paid in capital following conversions of notes accounted for as stock

settled debt during the year ended June 30, 2022.

the year ended June 30, 2023, the Company issued an aggregate of 5,061,180 shares of its common stock and common stock issuable of 807,230

at average contractual conversion price of $ 0.17 , as a result of the conversion of principal of $ 935,699 , interest of $ 80,586 and conversion

fees $ 1,838 underlying certain outstanding convertible notes converted during the year.

The total recorded to equity was $ 1,387,723 including

the $ 19,572 discussed above.

The common stock issuable of 807,230 shares were issued in July 2023.

in the above conversion during the year ended June 30, 2023 were 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

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 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements of operations.

Company has 3,764,903,510 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

1 unchanged sentence

issued for services and accrued expenses

March 22, 2021, the Company issued an aggregate of 225,037 shares of the Company’s common stock to a consultant for services rendered

from January 1, 2021 to March 22, 2021.

The Company issued 225,037 shares of the Company’s common stock valued at $ 0.30 per share,

being the closing price of the stock on the date of grant to such consultant, or $ 67,511 .

The Company recorded $ 67,511 of consulting

expense with respect to such shares of its common stock during the year ended June 30, 2021.

March 2021 and June 2021, the Company issued an aggregate of 580,609 shares of the Company’s common stock to a consultant for services

rendered from April 1, 2021 to June 30, 2021.

The Company issued 580,609 shares of the Company’s common stock valued at $ 0.10 per

share, being the closing price of the stock on the date of grant to such consultant, or $ 58,061 .

The Company recorded $ 58,061 of consulting

expense with respect to such shares of its common stock during the year ended June 30, 2021.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

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

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

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

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

1 unchanged sentence

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified bonus payable of $ 84,000 to

additional paid in capital upon issuance.

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

the month of August 2021.

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

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

recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified bonus payable of $ 84,000 to additional

paid in capital upon issuance.

August 12, 2021, the Board approved the issuance of 167 shares of the Company’s common stock for legal services rendered for the

month of August 2021.

The 167 shares of common stock were valued at approximately $ 50 per share or $ 7,883 , being the closing price of

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

The shares were issued on September 3, 2021.

The Company recorded stock-based

compensation of $ 7,883 during the year ended June 30, 2022.

September 2021, the Company issued 2,819,712

shares of the Company’s common stock to

a consultant for services rendered from July 2021 to September 2021 valued at approximately $ 0.04

per share or $ 104,611 ,

The Company recorded stock-based compensation

of $ 7,883 during the year ended June 30, 2022.

September 2021, the Company issued 2,820 shares of the Company’s common stock to a consultant for services rendered from July 2021

to September 2021 valued at approximately $ 40 per share or $ 104,611 , being the closing price of the stock on the date of grant to such

The Company recorded stock-based compensation of $ 104,611 during the year ended June 30, 2022.

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

The 667 shares of common stock were valued at approximately $ 30 per share or $ 20,000 , being the average closing prices of the stock

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

The Company recorded stock-based compensation of $ 20,000 during the year ended June

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

2021 to December 2021.

The Company issued 2,274 shares of the Company’s common stock valued at approximately $ 20 per share or $ 45,030 ,

being the closing price of the stock on the date of grant to such consultant.

1 unchanged sentence

during the year ended June 30, 2022.

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

January 2022.

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

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

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

ended June 30, 2022.

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

October 2021 to December 2021.

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

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

The Company recorded stock-based

compensation of $ 45,030 during the year ended June 30, 2022.

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

rendered upon the termination of the consulting agreement (see Note 9).

The Company valued the shares at approximately $ 0.02 per share

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

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

upon the termination of the consulting agreement (see Note 9).

The Company valued the shares at approximately $ 20 per share or $ 24,000

being the closing price of the stock on the date of grant to such consultant.

The shares were issued on April 7, 2022.

Company recorded stock-based compensation of $ 24,000 during the year ended June 30, 2022.

The Company recorded

stock-based compensation of $ 24,000 during the year ended June 30, 2022.

April 13, 2022, the Company issued 3,834 shares of the Company’s common stock to a consultant for services rendered from January

2022 to March 2022.

The Company issued 3,833,683 shares of the Company’s common stock valued at approximately $ 0.0122 per share

The Company issued 3,834 shares of the Company’s common stock valued at approximately $ 12.2 per share or $ 46,771 ,

being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation of $ 46,771

during the year ended June 30, 2022.

June 30, 2022, the Board approved the issuance of 12,271 shares of the Company’s common stock to a consultant for services rendered

from April 2022 to June 2022.

The 12,271 shares was reflected as common stock issuable and was valued at approximately $ 3.70 per share

or $ 45,403 , being the closing price of the stock on the date of grant to such consultant.

1 unchanged sentence

of $ 45,403 during the year ended June 30, 2022.

The common stock issuable of 12,271 shares were issued on July 1, 2022.

October 25, 2022, the Company issued 6,111 shares of common stock to a consultant for services rendered in October 2022.

valued these shares based on quoted trading prices on the date of grant at $ 0.90 per share or $ 5,500 which was recorded as stock-based

consulting expense during the year ended June 30, 2023.

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

Those shares were valued at approximately $ 0.07 per share or $ 51,311 , being the closing price of the stock on the date of grant

to such consultant.

The Company recorded stock-based compensation of $ 51,311 during the year ended June 30, 2023.

June 30, 2023, the Board approved the issuance of 608,423 shares of the Company’s common stock to a consultant for services rendered

from April 2023 to June 2023.

The 12,270,958 shares was reflected as common stock issuable and was valued at approximately $ 0.0037 per

share or $ 45,403 , being the closing price of the stock on the date of grant to such consultant.

The 608,423 shares was reflected as common stock issuable and was valued at approximately $ 0.135 per share

or $ 82,137 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

19 unchanged sentences

additional paid in capital upon issuance.

BIOPHARMA, INC.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Cancellation Agreement

16 unchanged sentences

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

The 2,800,000 shares

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

shares were issued on August 17, 2021.

The Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and

reclassified accrued expenses of $ 84,000 to additional paid in capital upon issuance.

The 2,800 shares of

common stock were valued at approximately $ 30 per share or $ 87,920 , being the closing price of the stock on the date of grant.

were issued on August 17, 2021.

The Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified

accrued expenses of $ 84,000 to additional paid in capital upon issuance.

issued for exercise of warrants

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044 from the exercise of 10,445 prefunded warrants

and 19,375 Series B Warrants resulting in the issuance of 29,820 shares of common stock.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,000

from the exercise of 15,625

Series B Warrants with an exercise price of $ 40 per share and issued 15,625

shares of common stock.

Additionally,

during the year ended June 30, 2021, the Company issued 4,199,979 shares of common stock from the alternate cashless exercise of 20 Series

A and 1 Series C warrants.

During the year ended June 30, 2022, the Company issued 56,799,716 shares of common stock from the alternate

cashless exercise of 284 Series A warrants with an original exercise price of $ 200 and alternate cashless exercise price of $ 0.001 .

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,000 from the exercise of 16 Series B Warrants with

an exercise price of $ 40,000 per share and issued 16 shares of common stock.

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

B Warrants with an exercise price of $ 40,000 per share and issued 12 shares of common stock.

the year ended June 30, 2022, the Company issued 56,800 shares of common stock from the alternate cashless exercise of 0.284 Series A

warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the par value of common stock.

the year ended June 30, 2023, the Company issued an aggregate of 559,999 shares of common stock and common stock issuable of 206,000

from the alternate cashless exercise of 0.97 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise

price of $ 0.001 or the par value of common stock.

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.

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

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

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

Accordingly, the Company recognized deemed dividend of $ 700,340 and $ 391,749 , during the years ended June 30, 2022 and 2021, respectively,

and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants.

of the Company’s common stock fall below $ 200,000 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.

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

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

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

down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 466,273 and $ 700,340 , during the years ended

June 30, 2023 and 2022, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless

exercise of these warrants.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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 6).

As an additional inducement to the Coventry purchasing

the note, the Company, as of the original issue date and for no additional consideration, issued to Coventry an aggregate of 75,000 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 0.078 and 0.039 restricted stock unit to the Company’s

2 unchanged sentences

as defined in the employment agreements.

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

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

There were $ 248,620 unrecognized restricted stock units expense as of June 30,

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 June 30, 2022 and 2021 to which the $ 248,620 relates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

The 0.117 restricted stock units were valued at the fair value of approximately $ 4,250,000 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 June 30, 2023 and 2022.

There are 0.06 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 June 30, 2023 and 2022 to which the $ 248,620 relates.

summary of the Company’s stock option activity during the years ended June 30, 2023 and 2022 is presented below:

14 unchanged sentences

awards and restricted stock units.

the years ended June 30, 2022 and 2021, the Company recognized stock-based compensation of $ 72,513 and $ 82,872 related to vested stock

the years ended June 30, 2023 and 2022, the Company recognized stock-based compensation of $ 0 and $ 72,513 related to vested stock options.

There was $ 0 of unvested stock options expense as of June 30, 2023.

stock options were granted during the years ended June 30, 2023 and 2022.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

following table summarizes common stock warrant activity for the years ended June 30, 2023 and 2022:

8 unchanged sentences

Aggregate intrinsic value

* The total warrants of

105,420 above consisted of the following:

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

total warrants of 3,396 above which are exercisable into common stock consisted of the following:

OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

8 unchanged sentences

with the Common Stock the “Units”).

In addition to the Units, the Investor was issued 63,750 warrants to purchase one share

of Common Stock (the “Series B Warrants”) and an additional 63,750 warrants to purchase one share of Common Stock, subject

to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants, and the

Series B Warrants, the “Warrants”).

BIOPHARMA, INC.

In addition to the Units, the Investor was issued 64 warrants to purchase one share of

Common Stock (the “Series B Warrants”) and an additional 64 warrants to purchase one share of Common Stock, subject to a

vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants, and the Series

B Warrants, the “Warrants”).

Due to the Beneficial Ownership Limitation, the Company granted 10 Prefunded Warrants with exercise

price of $ 100 (but can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

to the Beneficial Ownership Limitation, the Company granted 10,445 Prefunded Warrants with exercise price of $ 0.10 (but can be less than

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised in full.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series A Warrants to purchase

1 unchanged sentence

The Series A Warrants have a cash exercise price of $ 200,000

per share and are immediately exercisable and expire in 3 years.

The Series A Warrants contain a provision for cashless exercise in the

event there is no effective registration statement registering the shares underlying the Series A Warrants calculated based on the difference

between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless Exercise”).Additionally,

the Series A Warrants contain a provision for a cashless conversion at the Holder’s option 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

Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate Cashless Exercise price is $0.001.

above “Shares issued for exercise of warrants” for discussion of deemed dividend related to alternate cashless exercise.

per share and are immediately exercisable and expire in 3 years (see extension noted below).

The Series A Warrants contain a provision

for cashless exercise in the event there is no effective registration statement registering the shares underlying the Series A Warrants

calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless

Additionally, the Series A Warrants contain a provision for a cashless conversion at the Holder’s option should

the trading price of the Common Stock fall below $200,000, per share calculated based on the difference between the exercise price of

the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate Cashless

Exercise price is $0.001.

See above “Shares issued for exercise of warrants” for discussion of deemed dividend related to

alternate cashless exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series B Warrants to purchase

up to 64 shares of Common Stock, subject to adjustment as provided therein;

provided, however, commencing on the 90th day following

the effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 37,500 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 3,750 shares of Common Stock (or, at the election of

the Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 3,750 shares of Common Stock, which

shares shall be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants have a cash exercise

price of $ 40 per share and expire in 3 years.

provided, however, commencing on the 90th day following the

effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 38 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 4 shares of Common Stock (or, at the election of the

Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 4 shares of Common Stock, which shares shall

be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants have a cash exercise price of $ 40,000

per share and expire in 3 years (see extension noted below).

The Series B Warrants contain a provision for Cashless Exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series C Warrants to purchase

up to 63,750 shares of Common Stock, subject to adjustment as provided therein and expire in 3 years.

The Series C Warrants have a cash

exercise price of $ 200 per share, subject to a vesting schedule, which is based on such Holder’s exercise of the Series B Warrants

(warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contain provisions for Cashless Exercise

and Alternate Cashless Exercise.

See above “Shares issued for exercise of warrants” for discussion of deemed dividend related

to alternate cashless exercise.

the year ended June 30, 2021, the Company received aggregate gross proceeds of $ 776,044 from the exercise of 10,445 prefunded warrants

and 19,375 Series B Warrants resulting in the issuance of 29,820 shares of common stock.

Additionally, the Company issued 4,199,979 shares

of common stock from the alternate cashless exercise of 20 Series A and 1 Series C warrants.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,001 from the exercise of 15,625 Series B Warrants

and issued 15,625 shares of common stock.

During the year ended June 30, 2022, the Company issued 56,799,716 shares of common stock from

the alternate cashless exercise of 284 Series A warrants.

9 – COMMITMENTS AND CONTINGENCIES

September 26, 2019, a complaint was filed against the Company with Supreme Court of the State of New York, County of New York, by Foley

Shechter Ablovatskiy LLP (“Foley Shechter”), our former counsel, seeking $ 151,031 in professional fees allegedly owed, in

addition to interest and costs of suit.

The Company filed an answer, together with affirmative defenses and counterclaims.

Certain amounts

related to this claim were included in accounts payable and accrued expenses in the accompanying consolidated financial statements at

June 30, 2020.

On March 22, 2021, the Company entered into a settlement agreement with Foley Shechter whereby both parties agreed to

settle all claims for professional fees owed for a total of $ 51,032 .

The Company paid the settlement amount of $ 51,032 on March 22, 2021.

Prior to the settlement agreement, the Company recorded total accounts payable and accrued expenses $ 142,660 .

Accordingly, the Company

recognized gain from settlement of debt of $ 92,556 during the year ended June 30, 2021.

BIOPHARMA, INC.

up to 64 shares of Common Stock, subject to adjustment as provided therein and expire in 3 years (see extension noted below).

C Warrants have a cash exercise price of $ 200,000 per share, subject to a vesting schedule, which is based on such Holder’s exercise

of the Series B Warrants (warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contain provisions

for Cashless Exercise and Alternate Cashless Exercise.

See above “Shares issued for exercise of warrants” for discussion

of deemed dividend related to alternate cashless exercise.

Letter Agreement to Extend Termination

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 of Series B Warrants currently held as follows:

upon the execution of such letter agreement, the Holder will exercise 4 Series B Warrants for an aggregate exercise price of $ 150,000 ,

or 4 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 3 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.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Consulting, LLC (“Regal”) initiated litigation against the Company in Clark County District Court, Nevada on November

Regal was demanding approximately $ 400,000

shares of the Company’s common stock as

payment for services that Regal purports to have performed.

Regal additionally claimed that $ 106,500

remained due on a Convertible Note executed by

the Company in May of 2017 and asserted that it was owed in excess of $ 100,000

in penalties in connection with the Company’s

refusal to honor certain Conversion Notices.

The Company filed an Answer and Counterclaim, denying liability and alleging that Regal

procured by fraud the Company’s execution of various consulting agreements and additionally failed to provide the consulting services

contemplated by said agreements.

On December 23, 2020, the parties mediated their dispute and negotiated a settlement agreement.

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 (see Note 6) 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 convertible note are waived unless the Company fails to authorize the issuance of the requested shares upon conversion.

Company has the right to pay off the balance of any remaining amounts dues under this convertible note in cash at any time 61 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.

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

entity 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

the foreign subsidiary and the parent company.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Warrants Issued to Vendors

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 warrants to purchase common stock at $ 10 per share with an expiry date of August 16, 2025 .

The fair 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 assumptions:

at valuation date of $ 2.60 based on quoted trading price on date of grant, exercise price of $ 10 , dividend yield of zero , years to maturity

of 3.00 , a risk-free rate of 3.19 % , and expected volatility 236% .

The Company recorded $ 2,408 of stock-based compensation expenses with

respect to the grant of such warrants during the year ended June 30, 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 warrants to purchase common stock at $ 10 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:

at valuation date of $ 2.60 based on quoted trading price on date of grant, exercise price of $ 10 , 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 year ended June 30, 2023 as reflected in the accompanying consolidated statements of operations.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,001 from the exercise of 16 Series B Warrants and

issued 16 shares of common stock.

the year ended June 30, 2022, the Company issued 56,800 shares of common stock from the alternate cashless exercise of 0.284 Series A

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

B Warrants with an exercise price of $ 40,000 per share and issued 12 shares of common stock.

the year ended June 30, 2023, the Company issued an aggregate of 559,999 shares of common stock and common stock issuable of 206,000

from the alternate cashless exercise of 0.97 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise

price of $ 0.001 or the par value of common stock.

9 – COMMITMENTS AND CONTINGENCIES

time to time, the Company may be subject to litigation and claims arising in the ordinary course of business.

The Company is not currently

a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company

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 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 the foreign subsidiary

and the parent company.

From 2012 through the 2014, the Company did not file this form in a timely manner.

a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total,

plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure

in the June 30, 2022 and 2021 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.

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.

Additionally, the Company agreed to pay

5 % of each and every license agreement subscribed for.

The contract is cancellable at any time by either party.

To date, no amounts are

owed under the agreement.

May 5, 2016, the Company entered into a new five -year

operating lease agreement with North Horizon Pty Ltd., a related party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and

his wife are owners and directors, with monthly rent at $ 3,606 AUD

or $ 2,469 USD

(depending on exchange rate), inclusive of GST (see Note 10).

initial rental amount was $3,000 AUD and subject to 3% yearly escalation.

lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022.

On May 4, 2022, the Company entered

in a three-year lease agreement with North Horizon Pty Ltd.

for a monthly rent of $ 3,000 AUD

or $ 2,176 USD

(depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use assets $ 66,201 and

total lease liabilities of $ 66,201 based

on an incremental borrowing rate of 8 %.

is summarized below:

SCHEDULE OF RIGHT USE OF ASSET

June 30, 2022

June 30, 2021

accumulated amortization

Right-of-use asset, net

BIOPHARMA, INC.

As a result of the non-timely

filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such

penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the June 30, 2023 and 2022

consolidated balance sheets.

The Company recorded the penalties for all three years during the year ended June 30, 2018.

is current on all subsequent filings.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

June 30, 2022

June 30, 2021

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at June 30, 2022 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2023

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 2.77 years.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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 % of each and every license agreement subscribed for.

The contract is cancellable at any time by either party.

To date, no amounts

are owed under the agreement.

Collaboration

2 unchanged sentences

In consideration of such services, the Company agreed to pay the University approximately

52,000 Euros ($ 59,508 USD) in year one and a maximum of 40,000 Euros ($ 45,775 USD) in year two.

The Company paid 31,754 Euros ($ 36,117

USD) in 2019 and has accrued 28,493 Euros ($ 24,043 USD) as of June 30, 2021.

Additionally, in exchange for full ownership of the intellectual

property the Company agreed to pay royalties of 2% of net revenues to the University.

On October 1, 2020, the Company entered into another

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

In consideration

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

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

Euros ($ 59,508

USD) in year one and a maximum of 40,000

Euros ($ 45,775

USD) in year two.

Additionally, in exchange for

full ownership of the intellectual property, the Company agreed to pay royalties of 2 %

of net revenues to the University.

1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services to

In consideration of such services, the Company agreed to pay the University approximately 30,000

Euros ($ 35,145

USD), which were paid in four installment payment

Euros in November 2020, 5,000

Euros ($ 5,858 )

in March 2021, 10,000

Euros ($ 11,715 )

in December 2021 and 10,000

Euros ($ 11,715 )

in September 2022.

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

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

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

pay royalties of 2 % of net revenues to the University.

As of June 30, 2022, the Company has $0 balance due to 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

In exchange for full ownership of the intellectual

property, the Company agreed to pay royalties of 2 %

of net revenues to the University.

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

services to the Company.

One of the Company’s Scientific Advisory Board is the lead joint researcher of the University.

In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 1 %

of net revenues each to two members of the Scientific

Advisory Board.

In consideration of such services, the Company agreed to pay the University approximately 53,200

Euros ($ 53,806

USD) payable as follows:

18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022),

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

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

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 June 30, 2023 and 2022, the Company has $ 18,056 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 consolidated balance sheets.

As of June 30, 2023 and

2022, there are no royalty fees owed to the University.

October 1, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with a consultant who will

10 unchanged sentences

upon the termination of the Consulting Agreement (see Note 8).

The Company valued the shares at approximately $ 0.02 per share or $ 24,000

being the closing price of the stock on the date of grant to such consultant and recorded stock-based compensation of $ 24,000 during

the year ended June 30, 2022 (see Note 8).

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 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 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.

All service fees are non-refundable.

In November 2022, the Company and the consultant agreed to discontinue the monthly cash portion fee.

On November 16, 2022, the Company

issued 73,301 shares of common stock to this consultant for services rendered from July 2022 to November 2022.

Additionally, on June

30, 2023, the Board approved the issuance of 608,423 shares of the Company’s common stock to this consultant for services rendered

from April 2023 to June 2023 (see Note 8).

Accordingly, the Company has $ 0 balance owed to such consultant as of June 30, 2023.

May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, (see Note 10) for a monthly

rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use

assets $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

is summarized below:

OF RIGHT OF USE ASSET

June 30, 2023

June 30, 2022

accumulated amortization

Right-of-use asset, net

lease liabilities are summarized below:

OF OPERATING LEASE LIABILITY

June 30, 2023

June 30, 2022

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under the non-cancelable operating lease at June 30, 2023 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 1.77 years as of June 30, 2023.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

10 – RELATED PARTY TRANSACTIONS AND BALANCES

its inception, the Company has conducted transactions with its directors and entities related to such directors.

These transactions have

included the following:

transactions have included the following:

of June 30, 2023 and 2022, the Company owed its former director a total of $ 29,630 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 June 30, 2023 and 2022, the Company owed its former director a total of $ 49,314 and $ 51,171 , respectively, for money loaned to the

1 unchanged sentence

The total loans balance owed at June 30, 2023 and 2022 is not interest bearing (see Note 5).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

of June 30, 2022 and 2021, the Company owed its former director a total of $ 30,746 and $ 33,347 , respectively, related to expenses paid

on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

6 unchanged sentences

one-year term from May 2021 to May 2022.

On May 4, 2022, the Company entered into a three -year lease agreement with North Horizon

On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon Pty

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes (See Note 9).

As of June 30, 2023

2022 and 2021, total rent payable of $ 122,129 AUD ($ 84,452 USD) and $ 86,129 AUD ($ 64,597 USD), respectively, was included in accrued

expenses in the accompanying consolidated balance sheet.

Rent expense under those lease was $ 28,366 and $ 28,112 in fiscal 2022 and 2021, respectively and reflected as occupancy

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

and 2022, total rent payable of $ 158,129 AUD ($ 105,377 USD) and $ 122,129 AUD ($ 84,452 USD), respectively, was included in accrued expenses

in the accompanying consolidated balance sheet.

Rent expense under those lease was $ 28,841 and $ 28,366 in fiscal 2023 and 2022, respectively

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

and Services Agreements with Management

2 unchanged sentences

setting forth the terms and conditions of Mr.

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

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

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

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

however, the term of the Nathanielsz Employment Agreement

automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of its intent not

The Nathanielsz Employment Agreement continues in effect as of June 30, 2021 as amended May 14, 2019 (see below).

The Nathanielsz

Employment Agreement provides Mr.

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

a monthly contribution to Mr.

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

not to renew.

The Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement provides Mr.

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

USD) and a monthly contribution to Mr.

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

Nathanielsz has the ability to convert

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

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

to the Nathanielsz Employment Agreement, Mr.

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

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

Nathanielsz has the ability

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

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

Pursuant to the Nathanielsz Employment Agreement, Mr.

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

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

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

Nathanielsz’s annual base salary from $ 300,000

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

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

approved an increase of Mr.

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

July 1, 2022.

Nathanielsz’s annual base salary

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

On August 1, 2022, the Company’s board

of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900

USD), effective July 1, 2022.

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

February 1, 2018, Mrs.

Effective February 1, 2018, Mrs.

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

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

of acquiring and maintaining an automobile.

For the year ended June 30, 2021, a total of $ 46,135 AUD ($ 34,476 USD) in payments have been

made with respect to Mr.

Nathanielsz’s car allowance.

For the year ended June 30, 2022, a total of $ 7,689 AUD ($ 5,577 USD) in payments

have been made with respect to Mr.

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.

For the year ended June 30, 2022, a total of $ 7,689 AUD ($ 5,577 USD) in payments have been made with respect

Nathanielsz’s car allowance which expired in August 2022.

to the approval of the Company’s board of directors, on May 14, 2019, Mr.

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

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

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

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

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

A total of $ 90,000

AUD ($ 64,377 USD) in payments were made in the year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000 AUD

being equal to 60 % of Mr.

Nathanielsz base salary which was accrued as of June 30, 2020.

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

were made against the bonuses during the year ended June 30, 2020 which resulted to a remaining balance of $ 407,380 AUD ($ 280,726 USD)

bonus payable as of June 30, 2020.

On August 12, 2021, the Board approved a bonus of $ 177,840 USD.

A total of $ 221,890 AUD ($ 166,418

USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957

USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet.

12, 2021, pursuant to the Cancellation Agreement, Mr.

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

shares of the common stock of the Company (see Note 8).

No payments were made during the year ended June 30, 2023.

August 12, 2021, the Board approved a bonus of $ 177,840 USD.

A total of $ 221,890 AUD ($ 166,418 USD) in payments were made against the

bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957 USD) bonus payable as of June

30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet.

On August 12, 2021, pursuant to the Cancellation

Agreement, Mr.

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000 shares of the Company’s Common

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

A total of $ 144,166 AUD ($ 99,691 USD) in payments were made against the bonuses during the year ended June 30, 2022 resulting in a remaining

A total of $ 144,166 AUD ($ 99,691 USD) in payments

were made in respect of the bonuses during the year ended June 30, 2022 resulting in a remaining balance of $ 181,324 AUD ($ 125,386 USD)

bonus payable as of June 30, 2022, which was included in accrued expenses in the accompanying consolidated balance sheet.

$ 73,387 AUD ($ 48,905 USD) in payments were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining

balance of $ 107,937 AUD ($ 71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated

balance sheet.

BIOPHARMA, INC.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

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

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

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

of $ 400,000 AUD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

and Restated Employment Agreement

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).

Pursuant to the Employment Agreement, Mr.

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

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

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

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

units of the Company (the “Additional Nathanielsz RSUs”).

Such options and restricted stock units were granted pursuant to

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

The Nathanielsz Options have a term of 10 years

from the date of grant.

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

provided, that on each such vesting date Mr.

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

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

Nathanielsz’s

continued employment with the Company through such vesting date.

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

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

(i) 7.80 of the Additional Nathanielsz

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

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

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

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

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

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

Company enrolling its first patient in the Study.

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

Nathanielsz of

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

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

(i) the date of a Change of Control

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

(iii) the date of Mr.

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

Nathanielsz’s

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

Nathanielsz for Good Reason (each as defined in the Employment

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

vest immediately prior to such event.

The 39 vested restricted stock unit are considered issuable as of June 30, 2022 and 2021.

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

Agreement”) with Dr.

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

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

Nathanielsz was granted options to purchase 0.04 shares of common stock

(the “Nathanielsz Options”), with an exercise price per share of $ 4,675,000 ( 110 % of the closing market price of the common

stock on May 14, 2019 (or $ 4,250,000 ), the date of approval of such grant by the Board), (ii) 0.04 restricted stock units of the Company

(the “Initial Nathanielsz RSUs”), and (iii) an additional 0.04 restricted stock units of the Company (the “Additional

Nathanielsz RSUs”).

Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the

Effective Date.

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

The Nathanielsz Options and Additional Nathanielsz

RSU’s are subject to vesting periods pursuant to the Employment Agreement.

There are 0.04 vested options and 0.04 restricted stock

units that are considered issuable as of June 30, 2023 and 2022.

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

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

The Amended Agreement provides Mr.

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 2022 Effective Date, with automatic one-year

renewal periods unless either party elects not to renew.

and Restated Employment Agreement

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

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

annual salary of $ 54,000 AUD ($ 41,580 USD).

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

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

Pursuant to the Services

Agreement, Dr.

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

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

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

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

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

Kenyon was designated as

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

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 0.02 shares of common stock (the “Kenyon Options”), with an exercise price per share

of $ 4,250,000 ( 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) 0.02 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.02 restricted stock

units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock units were granted pursuant to the

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

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

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

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

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

subject to Dr.

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

The Additional Kenyon RSUs will vest as

follows, subject to Dr.

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

(i) 5 of the Additional

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

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

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

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

enrolling its first patient in the Study.

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

Kenyon of one share of the Company’s

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

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

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

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

Kenyon’s death or Disability

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

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

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

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

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

vested restricted stock unit are considered issuable as of June 30, 2022 and 2021.

On August 12, 2021, p ursuant

to the Cancellation Agreement, Mr.

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

common stock of the Company (see Note 8).

The Kenyon Options and Additional Kenyon RSU’s are

subject to vesting periods pursuant to the Services Agreement.

There are 0.02 vested options and 0.02 vested restricted stock unit that

are considered issuable as of June 30, 2023 and 2022.

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

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

shares of common stock of the Company.

As of June 30, 2023 and 2022, total accrued salaries of $ 96,000 AUD ($ 64,627 USD) and $ 82,500

AUD ($ 101,250 USD) was included in accrued expenses in the accompanying consolidated balance sheet, respectively.

Collaboration Agreement

On October 1, 2020, the Company entered into a two-year

collaboration agreement with the University of Jaén to provide certain research services to the Company (see Note 9).

Company’s Scientific Advisory Board is the lead joint researcher of University of Jaén.

Additionally, on July 27, 2022, the

Company entered into a two-year research agreement with the University of Jaén to provide certain research and experiment services

to the Company (see Note 13).

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

Advisory Board.

Intercompany loans were made by the parent to the subsidiary, Propanc PTY LTD, which have not been repaid as of June 30, 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.

BIOPHARMA, INC.

AUD ($ 56,050 USD), respectively, were included in accrued expenses in the accompanying consolidated balance sheets.

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

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.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

11 – CONCENTRATIONS AND RISKS

4 unchanged sentences

has not experienced any losses in such accounts through June 30, 2023.

fiscal year 2021, the Company primarily relied on funding from two convertible debt lenders and received net proceeds after deductions

of $ 16,000 for original issue discounts and debt issue costs during the year ended June 30, 2021 from each of the two lenders of $ 125,000

and $ 200,000 , respectively, which represents approximately 39 %, and 61 %, respectively of total proceeds received by the Company during

fiscal year 2021.

fiscal year 2022, the Company primarily relied on funding from three convertible debt lenders and received net proceeds after deductions

2 unchanged sentences

Company during fiscal year 2022.

fiscal 2023, the 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 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 fiscal 2023.

Concentration

5 unchanged sentences

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.

2016 and early 2017, we filed other patent applications.

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

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

simultaneously seek protection for an invention in over 150 countries.

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

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

One of the PCT applications filed in November

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

application entered the national phase in October 2018.

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

In Canada and Mexico, the patent applications have been accepted as of this

fiscal year 2023.

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

Three applications were filed under the Patent Cooperation Treaty (the

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

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

Once filed, the application is placed under

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

One of the PCT applications

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

PCT application entered the national phase in October 2018.

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

Presently, there are 43 granted, allowed, or accepted patents and 22 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering

the lead product candidate PRP.

Presently, there are 62

granted, allowed, or accepted patents and 14 patents filed, or under examination in key global jurisdictions relating to the use

of proenzymes against solid tumors, covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

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

of June 30, 2022 and 2021, the Company’s operations are based in Camberwell, Australia, however the majority of research and development

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

however, the majority of research and development

is being conducted in the European Union.

3 unchanged sentences

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

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

7 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 79,000 (1 note) and $ 80,000 (1 note) of convertible debt,

which is treated as derivative instruments outstanding at June 30, 2022 and 2021 respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

The Company had $ 75,300 (2 notes) and $ 79,000 (1 note) of convertible debt,

which were treated as derivative instruments outstanding at June 30, 2023 and 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 June 30, 2022, the last trading day of the fiscal year ended June 30, 2022, was $ 0.0037 .

Volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at June 30,

2022 and 2021 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.

price of the Company’s common stock at June 30, 2023, the last trading day of the period ended June 30, 2023, was $ 0.135 per share.

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

30, 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.

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

remaining term

interest rate

dividend yield

Initial Valuations

(on new derivative

instruments entered

the year ended

June 30, 2023)

228.29 – 256.02 %

Expected Remaining Term (in years)

Risk Free Interest Rate

3.13 – 4.42 %

Expected dividend yield

June 30, 2023

June 30, 2022

Expected remaining term

Risk-free interest rate

Expected dividend yield

Value Measurements:

4 unchanged sentences

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

OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

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

June 30, 2023

3 unchanged sentences

Embedded conversion option liabilities

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

4 unchanged sentences

Embedded conversion option liabilities

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

following is a roll forward for the years ended June 30, 2023 and 2022 of the fair value liability of price adjustable derivative instruments:

OF DERIVATIVE LIABILITIES AT FAIR VALUE

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

1 unchanged sentence

Balance at June 30, 2021

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

Gain on debt extinguishment

1 unchanged sentence

Balance at June 30, 2022

Beginning balance

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

Gain on debt extinguishment

1 unchanged sentence

Balance at June 30, 2023

Ending balance

13 – SUBSEQUENT EVENTS

August 2, 2022, the Company received gross proceeds of $ 50,000

from the exercise of 1,250

Series B Warrants and issued 1,250 shares of common stock.

Additionally,

the Company issued an aggregate of 158,399,208 shares of common stock from the alternate cashless exercise of 792 Series A warrants.

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

Upon the occurrence of the triggering

event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference

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

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

Accordingly, the

Company recognized deemed dividend of $ 389,235 and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants

issued for conversion of convertible debt

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

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

outstanding convertible notes converted during such period.

The Company reclassified $ 133,646 in put premiums to additional paid in capital

following these conversions.

issued under the Equity Line

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

of delivering one draw down notice to the Investor (see Note 8).

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

from such draw down notice.

5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,

pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).

Pursuant to such 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.

In connection with

such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise

price of $ 0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata

distribution) with an expiry date of July 5, 2026.

portion of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note (Coventry

Note) held by a third-party investor and which had been in default (see Note 6).

August 15, 2023, the Company issued to an institutional investor (the “August 2023 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.

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 2023 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 2023 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.

The Promissory Note contains certain customary events of default set forth in the Promissory

Note, 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 Promissory Note.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

of convertible notes

Diagonal Lending, LLC Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800

Diagonal”), which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the

“July 11, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of 1800 Diagonal

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

The July 11, 2022 1800 Diagonal Note contains debt issue cost of

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

maturity date of the July 11, 2022 1800 Diagonal Note is June

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

Diagonal Lending, LLC Securities Purchase Agreements

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

which closed on July 6, 2023, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal

Note”) from the Company in the aggregate principal amount of $ 65,000 , such principal and the interest thereon convertible into

shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contains debt issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working

capital purposes.

The maturity date is June 29, 2024 .

July 19, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “July 19, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 45,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note.

The July 19, 2023 1800 Diagonal Note contains debt

issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working capital purposes.

The maturity date is July 19,

August 16, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “August 16, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 55,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the August 16, 2023 1800 Diagonal Note.

The August 16, 2023 1800 Diagonal Note contains debt

issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working capital purposes.

The maturity date is August

1800 Diagonal Notes bear 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 1800 Diagonal Note becomes payable, whether at the maturity date

or upon acceleration or by prepayment.

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

3 unchanged sentences

right to prepay such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

conversion price for the above note shall be equal to a 35 % discount of the market price which means the average of the lowest three

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

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

2 unchanged sentences

common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

The Company treats this convertible note as stock settled debt under ASC 480.

above note contains certain events of default, upon which principal and accrued interest will become immediately due and payable.

The Company treats this convertible notes as stock settled debt under ASC 480.

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

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

2 unchanged sentences

of default may trigger penalty and liquidated damage provisions.

Capital Partners, LLC Securities Purchase Agreement dated August 12, 2022

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

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

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

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

The transaction contemplated by the GS Capital Purchase Agreement

closed on August 16, 2022.

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

Pursuant to the terms of the GS Purchase Agreement,

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

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

working capital purposes.

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

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

GS Capital is entitled, at its

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

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

per share (the “Fixed Price”).

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

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

In the event of default, the

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

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

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

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

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

of the Company’s common stock.

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to GS Capital, together with any other amounts that the Company may owe the holder under the terms of

the note, at a premium ranging from 110 % to 130 % as defined in the note agreement.

After this initial 180-day period, the Company does

not have a right to prepay such note.

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.

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

the GS Capital 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 GS Capital note agreement, such GS Capital note shall

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

Capital Partners, LLC Securities Purchase Agreement dated September 21, 2022

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

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

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

will result in the Company paying a penalty of $ 1,000 per day, subject to certain exceptions.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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 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

Capital Partners, LLC Securities Purchase Agreement

August 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note (the “GS Capital Note”) from the Company in the aggregate principal amount of $ 77,500 ,

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

transaction contemplated by the GS Capital Purchase Agreement closed on September 26, 2022.

The GS Capital Note contains a $ 4,000

original issue discount.

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

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 $ 2,500 .

The Company intends to use the net proceeds from the GS Capital Note for general working capital purposes.

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

maturity date of the GS Capital Note is February 23, 2024 .

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

3 unchanged sentences

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

GS Capital is entitled, at its

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

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

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

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

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

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

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

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

GS Capital is restricted

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

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

The initial conversion price

for the GS Capital 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.

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

12 unchanged sentences

principal amounts by 20 %.

Capital LLC Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement (the “ONE44 Purchase Agreement”) with ONE44 Capital

LLC, (“ONE44 Capital”), pursuant to which ONE44 Capital purchased a convertible redeemable note (the “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.

The transaction contemplated by the ONE44 Purchase Agreement closed on August

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

Pursuant to the terms of the 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 ONE44 Note for

general working capital purposes.

BIOPHARMA, INC.

above GS Capital note will be bifurcated from the embedded conversion option which shall be recorded as derivative liabilities at fair

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2022 and 2021

maturity date of the One44 Note is August

The ONE44 Note shall bear interest

at a rate of 10% per annum, which interest may be paid by the Company to ONE44 Capital in shares of common stock, but shall not be payable

until the ONE44 Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described below.

Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by ONE44 surrendering

ONE44 Capital has the option to convert all or any amount of the principal face amount of the ONE44 Note at any time after

the 6 th monthly anniversary of the ONE44 Note.

The “Conversion Price” shall mean 65 %

multiplied by the lowest closing bid price of the Company’s common stock as reported on the OTC Markets on which the Company’s

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

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

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.

The Company treats this convertible note as stock settled debt under ASC

the first 60 to 180 days following the date of this note, the Company has the right to prepay the principal and accrued but unpaid interest

due under the above note issued to GS Capital, together with any other amounts that the Company may owe the holder under the terms of

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

After this initial 180-day period, the Company does

not have a right to prepay such note.

the occurrence and during the continuation of certain events of default, the ONE44 Note will accrue an interest rate of 24 %.

In the event that the Company fails to deliver to ONE44 Capital shares of common stock issuable upon conversion of principal or interest

under the ONE44 Capital 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 da y.

In an event of breach of section 8m as defined in the ONE44 note agreement, such ONE44 note shall incur penalty and will increase the

outstanding principal amounts by 20 %.

July 27, 2022, the Company entered into a two-year research agreement with the University of Jaén (the “University”)

to provide certain research and experiment services to the Company.

In exchange for full ownership of the intellectual property the Company

agreed to pay royalties of 2 % of net revenues.

In consideration of such services, the Company agreed to pay the University

approximately 53,200

Euros ($ 53,806

USD) payable as follows:

18,200 Euros ($ 18,407 USD) upon execution,

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

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

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

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

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

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

provide media related services for a monthly fee of $ 50,000 .

In addition, the Company shall pay a stock fee equal to 9.9 % of the outstanding

common stock of the Company during the term of the agreement.

The Company shall bring up

the consultant’s diluted holdings back up to 9.9 % and accrue the value of the common stock at each reporting period until June 30,

All service fees are non-refundable.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Line Agreement

July 20, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with an institutional

investor (the “Investor”) providing for an equity financing facility, pursuant to which Company has the option to request

that the Investor commit to purchase up to $ 5,000,000 of the Company’s shares (the “Shares”) of common stock, par value

$ 0.001 per share (the “Common Stock”), over a 24 -month term commencing on the date on which a registration statement filed

by the Company to register the offer and resale of the Shares by the Investor (the “Registration Statement”) is declared

effective by the U.S.

Securities and Exchange Commission (the “SEC”).

Pursuant to the Equity Line Agreement, the Company

has the option to exercise this right by providing a notice (a “Drawdown Notice”) from the Company to the Investor setting

forth the number of Shares that the Investor will purchase.

The Company has agreed to use the proceeds from such issuances for the purpose

of financing its research and product development activities, finished product manufacture for clinical studies, working capital requirements

and general corporate purposes.

to the Equity Line Agreement, purchases of Shares cannot occur unless and until certain conditions are met, including but not limited

to, the SEC declaring the Registration Statement effective, and the maximum number of Shares that may be purchased pursuant to a Drawdown

Notice cannot exceed the lesser of (i) 200% of the average daily traded value of the Common Stock during the five (5) business days immediately

preceding a Drawdown Notice or (ii) $200,000;

provided that in no event may a Drawdown Notice be for less than $5,000, exceed 52,500,000

Shares or cause the Investor’s ownership to exceed 4.99% of the outstanding number of shares of Common Stock immediately prior

to the issuance of such Shares.

The actual amount of proceeds that the Company will receive in connection with each Drawdown Notice is

determined under the Equity Line Agreement by multiplying the number of Shares to be sold by the applicable purchase price per share,

which is equal to 85% of the lowest traded price of the Common Stock during the 7 business days immediately following the Clearing Date,

less Clearing Costs (as each such term is defined in the Equity Line Agreement).

Additionally,

in connection with the Equity Line Agreement, the Company and the Investor entered into a registration rights agreement, dated July 20,

2023 (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the maximum number of Shares

within 45 days of the date of the Registration Rights Agreement, subject to any comments from the SEC and applicable laws, rules and

Company issued an aggregate of 2,282,000

shares of common stock from the alternate

cashless exercise of 0.011

Series A warrants.

The Company recognized

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

Upon the occurrence of the triggering event that resulted

in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference between the fair value

of the warrants without the down round feature or before the strike price reduction and the fair value of the warrants with a strike

price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed

dividend of $ 142,575

and a corresponding reduction of income available

to common stockholders upon the alternate cashless exercise of these warrants.

issued for conversion of convertible debt

July 1, 2023 through September 18, 2023, the Company issued an aggregate of 4,898,307 shares of its common stock at an average contractual

conversion price of $ 0.02 as a result of the conversion of principal of $ 98,954 , accrued interest of $ 7,071 and conversion fees of $ 1,277

underlying certain outstanding convertible notes converted during such period.

The Company reclassified $ 21,737 in put premiums to additional

paid in capital following these conversions.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data