What changed in this filing

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Item 9A. Controls and Procedures

2023-09-28 compared with 2022-09-28 · 373 added, 354 removed, 438 unchanged (62% of the section changed)

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judgment in evaluating the cost-benefit relationship of possible controls and procedures.

the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of

our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2022, the

disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange

Act reports was recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting as discussed below.

the end of the period covered by this Annual Report on Form 10-K, we conducted an evaluation, under the supervision and with the participation

of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls

and procedures.

Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2023,

the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our

Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting

as discussed below.

Report on Internal Control over Financial Reporting

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Report of the Independent Registered Public Accounting Firm

Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal

control over financial reporting.

Our management’s report was not subject to attestation by our independent registered public accounting

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Other Information.

Disclosure Regarding Foreign Jurisdiction That Prevent Inspections.

Directors, Executive Officers and Corporate Governance

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Julian Kenyon

Nathanielsz has served as Chief Executive Officer and director of our Company since inception, and has served as our Chief Financial

Scientific Officer and Director

following is a biographical summary of the experience of each of our executive officers and directors:

Nathanielsz has served as Chief Executive Officer and director of our Company since its inception and has served as our Chief Financial

Officer since December 2020.

He also has served as a director and Chief Executive Officer of our Australian subsidiary since October

He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our Australian subsidiary,

since October 2007.

From July 2006 until October 2007, Mr.

Nathanielsz served as the New Products Manager of Biota Holdings Limited, an anti- infective

drug development company in Australia.

Nathanielsz graduated with a Bachelor of Applied Science, majoring in Biochemistry/Applied Chemistry and with a Master of Entrepreneurship

& Innovation from Swinburne University of Technology in Melbourne, Australia.

Nathanielsz served as the New Products Manager of Biota Holdings Limited,

an anti-infective drug development company in Australia.

He holds no other public directorships and has not held any others during the

previous five years.

Nathanielsz graduated with a Bachelor of Applied Science from Swinburne University of Technology in Melbourne, Australia, majoring in

Biochemistry/Applied Chemistry and with a Master of Entrepreneurship & Innovation.

board of directors has concluded that Mr.

Nathanielsz is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based on, among other factors, him being a Co-Founder of our Australian company and for his experience in research

and development and manufacturing and distribution, as well as him being our controlling stockholder, and his significant business, investment,

finance and public company experience, particularly with biotech companies.

Julian Kenyon has served as a director of our Company since inception.

Kenyon co-founded our Australian subsidiary and was appointed

as a director of our Australian subsidiary on February 12, 2008.

skills and perspectives based on, among other factors, his position with Propanc PTY LTD, his experience in R&D and manufacturing

and distribution, and due to being our controlling stockholder, as well as his significant business, investment, financial and public

company experience, particularly with biotech companies.

Julian Kenyon has served a director of our Company and as Scientific Director since inception and has served as our Chief Scientific

Officer since May 2019.

Kenyon co-founded Propanc PTY LTD, our Australian subsidiary, and was appointed as a director of Propanc

PTY LTD on February 12, 2008.

Since 2000, Dr.

Kenyon has served as an integrated medical physician

and Medical Director of the Dove Clinic for Integrated Medicine in Winchester and London.

Kenyon has served as an integrated medical physician and Medical Director of the Dove Clinic

for Integrated Medicine in Winchester and London.

He holds no other public directorships and has not held any others during the previous

Kenyon graduated from the University of Liverpool with a Bachelor of Medicine and Surgery and with a research degree, Doctor of Medicine.

Since 1972, he was appointed a Primary Fellow of the Royal College of Surgeons, Edinburgh.

Since 1972, he has served as a Primary Fellow of the Royal College of Surgeons, Edinburgh.

board of directors has concluded that Dr.

Kenyon is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based on, among other factors, him being a Co-Founder of our Australian subsidiary and because our business is

based on his initial work at the Dove Clinic.

Zelinger has served as a director of the Company since December, 2020.

He is a Certified Practicing Accountant with 45 years of experience

in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and

import/export businesses.

skills and perspectives based on, among other factors, his position with Propanc PTY LTD.

Zelinger has served as a director of our Company since December 2020.

He holds no other public directorships and has not held any

others during the previous five years.

is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a director

of Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting

services as a sole trader.

Zelinger commenced his career as an accountant at L.M.

Stanton & Partners - Chartered Accountants,

subsequently joining Caston Pty Ltd in 1980, a steel manufacturer as Chief Financial Officer, and company director, until 1983.

the mid-1980’s until current date, Mr.

Zelinger serves as director in several private investment companies in a range of businesses

including property portfolio manager of commercial real estate, import/export businesses and a range of commercial and financial investment

Since 1980, Mr.

Zelinger also operates as a sole practitioner in accountancy and tax consulting.

Zelinger graduated in Accounting and was admitted as a Fellow of RMIT University in Business.

subsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a director, where he served in

such roles until 1983.

the mid-1980s, Mr.

Zelinger has served as director in several private investment companies in a range of businesses, including property

portfolio manager of commercial real estate, import/export businesses and a range of commercial and financial investment companies.

Zelinger has also operated as a sole practitioner in accountancy and tax consulting.

Zelinger graduated with a degree in Accounting from RMIT University and was also admitted as a Fellow in Business.

board of directors has concluded that Mr.

Zelinger is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based upon his professional experience.

Zelinger is well-qualified to serve on our board of directors due to his experience as a director,

his corporate governance, tax and auditing expertise, his investment and involvement with the Company since 2010 and his other relevant

qualifications, skills and perspectives based upon his professional experience.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed

from office in accordance with our Bylaws and the provisions of the Delaware General Corporation Law.

Our directors hold office after

the expiration of his or her term until his or her successor is elected and qualified, or until his or her resignation, death or removal

in accordance with our Bylaws or the Delaware General Corporation Law.

from office in accordance with our Bylaws and the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

Our directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until his or

her resignation, death or removal in accordance with our Bylaws or the DGCL.

officers are appointed by our board of directors and hold office until removed by our board of directors at any time for any reason.

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board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations.

In making this determination, our board of directors

considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed

relevant in determining their independence.

director pursuant to Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“Nasdaq”) and applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships that each of our directors has with us and all other

facts and circumstances our board of directors deemed relevant in determining their independence.

board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and

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Kutz is also acting as Chief Medical Officer for Propanc in a non-executive capacity.

His compensation continues to be based on an hourly

rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a full-time

executive officer capacity at a time that is mutually agreed upon between both parties.

His compensation continues to be based on an

hourly rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a

full-time executive officer capacity at a time that is mutually agreed upon between both parties.

following is a biographical summary of the experience of each member of our Scientific Advisory Board:

Klaus Kutz has over 20 years of experience as an independent consultant in Clinical Pharmacology and Safety for pharmaceutical companies

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He has prepared, organized and reported clinical Phase I studies in oncology and

Phase II studies in different cancer indications (prostate, gastric, ovarian, small cell lung cancer) and Non-Hodgkin Lymphomas.

Kutz has more than 13 years of experience as Head of Clinical Pharmacology with world-wide responsibilities for Phase I and Clinical

Pharmacokinetics in two internationally operating pharmaceutical companies, setting up and restructuring international Clinical Pharmacology

His achievements include the successful world-wide registration of multiple important Sandoz’ compounds by preparation

of multiple NDAs (New Drug Applications) and Expert reports (including Written Summary), as well as the preparation of multiple INDs

(Investigational New Drug Applications) for Sandoz Pharma Ltd and Sanofi Research.

He is a specialist for Internal Medicine, Gastroenterology,

and Clinical Pharmacology and he is also Professor of Medicine at the University of Bonn, Germany.

Phase II studies in different cancer indications (prostate, gastric, ovarian, small cell lung cancer) and Non-Hodgkin’s lymphoma.

Professor Kutz has more than 13 years of experience as Head of Clinical Pharmacology with world-wide responsibilities for Phase I and

Clinical Pharmacokinetics in two internationally operating pharmaceutical companies, setting up and restructuring international clinical

pharmacology departments.

His achievements include the successful world-wide registration of multiple important compounds for Sandoz

Pharma Ltd, a pharmaceutical company, by preparing multiple NDAs and expert reports (including written summaries), as well as preparing

multiple IND applications for Sandoz Pharma Ltd and Sanofi Research.

He is a specialist for Internal Medicine, Gastroenterology, and

Clinical Pharmacology and he is also Professor of Medicine at the University of Bonn, Germany.

Macarena Perán holds a B.S.

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in Biochemistry and Molecular Biology from the University of Málaga,

Perán moved to the Neuroscience Department at Durham University, UK, where she studied the Cellular Distribution and

Immobilization of GABAA Receptors on the cell membrane and graduated in 2000 with a Ph.D.

Perán moved to the Neuroscience Department at Durham University in the UK, where she studied the Cellular Distribution

and Immobilization of GABAA Receptors on the cell membrane and graduated in 2000 with a Ph.D.

She moved back to Spain and completed another

program in the Faculty of Medicine focused on Changes in the Behavior of Central Nervous Proteins.

she completed a second Ph.D.

She also completed a second

from Granada University.

In 2005/2006, she attended Bath University, UK, Prof.

David Tosh lab, and changed her research interest to the

development of new anti-cancer drugs and cell therapy for regenerative medicine.

In 2011, she spent a year as a visiting scientist in

the Salk Institute for Biological Studies, California, Prof.

Juan Carlos Izpisua-Belmonte lab.

In 2005 and 2006, she attended the University of Bath, UK, working in Professor David Tosh’s lab,

and changed her research interest to the development of new anti-cancer drugs and cell therapy for regenerative medicine.

spent a year as a visiting scientist in the Salk Institute for Biological Studies in California, working in Professor Juan Carlos Izpisua-Belmonte’s

Currently, Dr.

Perán is Reader

in Anatomy at University of Jaén in Spain and is working with the Institute for Regenerative Medicine and Pathobiology (IBIMER).

Perán is Reader in Anatomy at the University of Jaén in Spain and is working with the Institute of

Pathobiology and Regenerative Medicine (IBIMER).

Juan Antonio Marchal Corrales is Professor of Anatomy and Embryology at the Faculty of Medicine of University of Granada.

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He has a total of 145 publications in journals, of which 125 are listed in the Journal Citation Reports.

He has spent time at the University of Sassari (Italy) and as visiting professor.

He has spent time at the University of Sassari in Italy and as visiting professor.

He is inventor of 14 patents, 4 of them licensed.

is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee

He is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee

of the Scientific Council and coordinator of Area Research in the Biosanitary Institute of Granada (ibs.GRANADA) and member of the Governing

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and Requena of Cancer Stem Cell Research at the University of Granada.

Maria Garcia graduated in Biology from University of Granada (Spain) in 1997, became a Molecular Biologist working in the National

Maria Garcia graduated in Biology from University of Granada in Spain in 1997, became a molecular biologist working in the National

Centre of Biotechnology, characterizing the mechanism of action of “Protein kinase induced by interferon:

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gave rise to a PhD title awarded with an Extraordinary Thesis Award by the Autonomous University of Madrid in 2004.

completed a 3-months stay at the University of Wyoming with Dr.

During the postdoctoral period, she got major public and private

funding to characterize new activity of the main tumor suppressor genes that are mutated in more than 50% of human cancers such as p53,

García currently has a competitive research contract from the National Health System to lead translational cancer

research, aiming at the integration of basic, clinical and epidemiological cancer research in the University Hospital Complex of Granada.

completed a three-month stay at the University of Wyoming with Dr.

During the postdoctoral period, she obtained major public and

private funding to characterize new activity of the main tumor suppressor genes that are mutated in more than 50% of human cancers, such

as p53, ARF and Rb.

García currently has a competitive research contract from the National Health System to lead translational

cancer research, aiming at the integration of basic, clinical and epidemiological cancer research in the University Hospital Complex

She leads a line of research involving new antitumor drugs, biological therapies, biomarkers and cancer stem cell studies.

García has more than 30 peer-reviewed publications in international journals with an average impact factor of 5 and a H-Index

Ralf Brandt is the co-founder of vivoPharm, a global oncology and immuno-oncology discovery services company providing a range of

preclinical services, which merged and became a part of Cancer Genetics, Inc., a Nasdaq listed company enabling precision medicine in

oncology from bench to bedside.

Ralf Brandt is the co-founder of vivoPharm PTY, Ltd., a global oncology and immuno-oncology discovery services company providing

a range of preclinical services, which merged and became a part of Cancer Genetics, Inc., a Nasdaq-listed company enabling precision

medicine in oncology from bench to bedside.

Brandt currently serves as President of Discovery and Early Development of Cancer Genetics.

is a biochemist and cell biologist with over 15 years of experience in research programs of experimental oncology.

He has immense experience

in in vivo pharmacology and anti-cancer drug profiling.

Brandt received his Licence (BSc in Biochemistry and Animal Physiology) in

1986, and his PhD (in Biochemistry) in 1991 from the Martin-Luther University of Halle-Wittenberg, Germany.

Brandt was employed at

research positions at the National Cancer Institute in Bethesda, MD, USA and at Schering AG, Germany.

Since 1990, Dr.

Brandt has been

active in the field of preclinical oncology.

He led the Tumor Biology program at Novartis Pharma AG, Switzerland and established several

transgenic mouse lines developing tumors under the control of oncogenes.

Brandt’s long career in the pharmaceutical

industry he has acquired significant knowledge and expertise in leading business units and representation of services to the pre-clinical

research market.

Brandt is also a member of the Scientific Advisory Board at Receptor Inc.

in Toronto Canada.

board of directors will oversee a company-wide approach to risk management.

Our board of directors will determine the appropriate risk

level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks.

board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain

specified areas.

we have established our compensation committee of our board of directors, our board of directors will be responsible for overseeing the

management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards

it administers.

Until we have established our audit committee, our board of directors will oversee management of enterprise risks and

financial risks, as well as potential conflicts of interests.

Our board of directors will be responsible for overseeing the management

of risks associated with the independence of our board of directors.

Board has adopted a Code of Ethics (the “Code”) to apply to all of our directors, officers and employees.

The Code is intended

to promote ethical conduct and compliance with laws and regulations, to provide guidance with respect to the handling of ethical issues,

to implement mechanisms to report unethical conduct, to foster a culture of honesty and accountability, to deter wrongdoing and to ensure

fair and accurate financial reporting.

A copy of the Code is available at our website www.propanc.com.

Committee Interlocks and Insider Participation

of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation

committee of another entity that has one or more executive officers serving on our board of directors or the compensation committee.

No member of our compensation committee has any other business relationship or affiliation with us other than his or her service as a

Brandt is a biochemist and cell biologist with over 15 years of experience in research programs of experimental oncology.

immense experience in in vivo pharmacology and anti-cancer drug profiling.

Brandt received his License (BSc in Biochemistry and Animal

Physiology) in 1986, and his PhD in Biochemistry in 1991 from the Martin-Luther University of Halle-Wittenberg in Germany.

was employed at research positions at the National Cancer Institute in Bethesda, Maryland and at Schering AG in Germany.

Brandt has been active in the field of preclinical oncology.

He led the Tumor Biology program at Novartis Pharma AG in Switzerland

and established several transgenic mouse lines developing tumors under the control of oncogenes.

Brandt’s long career

in the pharmaceutical industry, he has acquired significant knowledge and expertise in leading business units and representation of services

to the pre-clinical research market.

board of directors takes a company-wide approach to risk management.

Our board of directors determines the appropriate risk level for

us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks.

While our board

of directors has ultimate oversight responsibility for the risk management process given that no board committees have yet been formed.

Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.

our board of directors has established a compensation committee, it remains responsible for, among other things, overseeing the management

of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards is administered.

Until our board of directors has established an audit committee, it will oversee, among other things, our corporate accounting and financial

reporting process and oversees the audit of our financial statements and the effectiveness of our internal control over financial reporting.

Until our board of directors has established a nominating committee, it will be responsible for among other things, making recommendations

regarding candidates for directorships, reviewing developments in corporate governance practices and developing a set of corporate governance

board of directors has adopted a Code of Ethics (the “Code of Ethics”) to apply to all of our directors, officers and employees.

The Code of Ethics is intended to promote ethical conduct and compliance with laws and regulations, to provide guidance with respect

to the handling of ethical issues, to implement mechanisms to report unethical conduct, to foster a culture of honesty and accountability,

to deter wrongdoing and to ensure fair and accurate financial reporting.

A copy of the Code of Ethics is available at our website www.propanc.com.

to the Board of Directors

- Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.

of directors’ candidates are considered based upon various criteria, such as their broad-based business and professional skills

and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal

integrity and judgment.

In addition, directors must have time available to devote to our board of directors’ activities and to

enhance their knowledge of our business.

Accordingly, we seek to attract and retain highly qualified directors who have sufficient time

to attend to their substantial duties and responsibilities to our Company.

Our board of directors’

candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a

global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and

In addition, directors must have time available to devote to our board of directors’ activities and to enhance their

knowledge of our business.

Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to

their substantial duties and responsibilities to our Company.

16(a) Beneficial Ownership Reporting Compliance

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the United States Securities and Exchange Commission.

solely upon a review of copies of such forms filed on Forms 3, 4, and 5 furnished to us, we believe that that during the year ended June

30, 2022, our executive officers and directors complied on a timely basis with all Section 16(a) filing requirements.

the fiscal year ended June 30, 2023, we believe the following reports listed in the table below were required to be filed by such persons

pursuant to Section 16(a) and were not filed on a timely basis:

(1) transaction was not reported on a timely basis (upon the acquisition of a common stock purchase warrant issued to an entity that

Joseph Zelinger wholly owns and controls but disclaims beneficial ownership of such warrant and shares issuable pursuant to its exercise

except to the extent of Josef Zelinger’s pecuniary interest therein).

Executive Compensation.

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$ 319,939 (2)

$ 177,840 (5)

Chief Executive Officer

$ 319,939 (2)

Carlo Campiciano(6)

Chief Financial Officer

Julian Kenyon(7)

Chief Scientific Officer

purposes of the information included in the table, the conversion rates as of June 30, 2022 and 2021, $0.7253 and $0.7473, respectively,

were used to convert amounts from AUD to USD.

purposes of the information included in this “Executive Compensation” section, including the table above, the conversion

rates as of June 30, 2023 and 2022, $0.6664 and $0.7473, respectively, were used to convert dollar amounts from AUD to USD.

the Nathanielsz Employment Agreement (as defined below), Mr.

Nathanielsz received a gross annual salary of $400,000 AUD per year

effective February 1, 2018 as approved by the board of directors.

Nathanielsz has also accrued unused annual and long service

leave in the amounts of $41,113 (AUD) ($29,819 USD) and $41,110 (AUD) ($30,722 USD) for fiscal years 2022 and 2021, respectively,

which are included in the total above.

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.

1, 2022, the Board approved a bonus of $140,000 AUD or $96,810 USD.

Nathanielsz received a gross annual salary of $400,000 AUD ($309,313

USD) per year effective February 1, 2018 as approved by the board of directors.

Nathanielsz has also accrued unused annual

and long service leave in the amounts of $267,155 AUD ($178,032 USD) and $41,113 AUD ($29,819 USD) for the fiscal years

ended June 30, 2023 and 2022, respectively, which are included in the total above.

On August 1, 2022, the 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.

August 1, 2022, the board of directors approved a bonus to Mr.

Nathanielsz of $140,000 AUD ($96,810 USD).

the Nathanielsz Employment Agreement, Mr.

Nathanielsz receives a 9.5% contribution to a pension of which he is the beneficiary and amounted to $29,012 and $30,056 for the years ended June 30, 2022 and 2021, respectively.

addition, pursuant to the Nathanielsz Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

use of a vehicle.

For the fiscal years ended June 30, 2022 and 2021, $5,916 and $34,476, respectively, was paid to Mr.

Nathanielsz receives a 9.5% contribution to a pension of which he is the beneficiary and

amounted to $27,100 USD and $29,012 USD for the years ended June 30, 2023 and 2022, respectively.

In addition, pursuant to the Nathanielsz

Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

Nathanielsz use of a vehicle and certain fringe

For the fiscal years ended June 30, 2023 and 2022, $3,344 USD and $5,916 USD, respectively, was paid to Mr.

for use of a vehicle.

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

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

in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment Agreement

dated May 14, 2019 (the “Agreement”).

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

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

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

On July 20, 2021,

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

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

Pursuant to the Cancellation Agreement, Nathanielsz

agreed to cancel this Debt in exchange for 5,928,000 shares of the common stock of the Company, valued at approximately $0.03 per

share, being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

December 23, 2020, Carlo Campiciano resigned as the Chief Financial Officer and Secretary of Propanc Biopharma, Inc.

(the “Company”),

and effective on that date.

James Nathanielsz, the Company’s Chief Executive Officer, assumed the duties and additional position

of Chief Financial Officer.

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

Julian Kenyon (“Kenyon”), Chief Scientific

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

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

for 3,420,000 shares of common stock of the Company, valued at approximately $0.03 per share, being the closing price of the stock

on the date of grant.

The shares were issued on August 17, 2021.

See director compensation for Dr.

Julian Kenyon below.

to Summary Compensation Table

Agreement with James Nathanielsz

Company and James Nathanielsz entered into a new employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)

Company and Mr.

Nathanielsz entered into a new employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)

setting forth the terms and conditions of Mr.

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Nathanielsz Employment Agreement also contemplates that Mr.

Nathanielsz serves as a member of the Board.

Nathanielsz Employment Agreement provides Mr.

Nathanielsz with a base salary of $33,333 AUD per month ($400,000 AUD annually) and a monthly

contribution to Mr.

Nathanielsz serves as a member of the board of directors.

Nathanielsz Employment Agreement provides that Mr.

Nathanielsz will receive a base salary of $33,333 AUD ($23,050 USD) per month ($400,000

AUD ($309,313 USD) annually) 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.

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.

The Company has

also agreed to pay Mr.

Nathanielsz an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall

be determined by the Board and based upon the performance of the Company.

Nathanielsz is entitled to 20 days of annual leave and 10 days of paid sick leave.

Nathanielsz is also entitled to participate in

employee benefits plans, fringe benefits and perquisites maintained by the Company to the extent the Company provides similar benefits

may convert any accrued but unpaid salary into Common Stock at the end of each fiscal year at a conversion price to be determined by

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.

The Company has also agreed to pay Mr.

Nathanielsz an annual discretionary bonus in an amount up to 200% of his annual base salary, which

bonus shall be determined by the Board and based upon the performance of the Company.

Nathanielsz is entitled to twenty days of annual leave and ten days of paid sick leave.

Nathanielsz is also entitled to participate

in employee benefits plans, fringe benefits and perquisites maintained by the Company to the extent the Company provides similar benefits

or perquisites (or both) to similarly situated executives of the Company.

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Nathanielsz is also subject to certain restrictive covenants, including a one-year

Agreement with Carlo Campiciano

connection with Mr.

Campiciano’s appointment as the Company’s Chief Financial Officer and Secretary, effective as of June

24, 2019, Propanc PTY entered into an Employment Agreement with Mr.

Pursuant to the Employment Agreement, Mr.

will be compensated at an hourly rate based on a pro-rated annual salary for the number of hours of services to be provided to the Company.

Campiciano’s employment is terminated by either party, he will be entitled to certain termination benefits, including payment

of accrued but untaken annual leave, salary payments pro-rated based on applicable notice period required under the Employment Agreement,

reimbursement of incurred business related expenses and such other payments as may be required by the Australian National Employment

The Employment Agreement contains covenants for the benefit of Propanc PTY relating to non-interference with Propanc PTY’s

business after termination of employment and protection of Propanc PTY’s confidential information, certain customary representations

and warranties and standard Propanc PTY indemnification obligations.

December 23, 2020, Carlo Campiciano resigned as the Chief Financial Officer and Secretary of Propanc Biopharma, Inc.

(the “Company”),

effective on that date.

and Restated Services Agreement – Julian Kenyon

and Restated Services Agreement with Julian Kenyon

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.

annual salary of $54,000 AUD ($41,580 USD).

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

Kenyon was designated as an executive officer

of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was granted

options to purchase 20 shares of the Company’s common stock (the “Kenyon Options”), with an exercise price per share

of $4,250 (100% of the closing market price of the Company’s common stock on May 14, 2019, the date of approval of such grant by

the 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”).

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 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.

continued employment with the Company through such vesting date.

The Additional Kenyon RSUs will vest as follows, subject to Dr.

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

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 by Dr.

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.

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,

Kenyon was granted options to purchase 0.02 shares of Common Stock (the “Kenyon Options”), with an exercise price per

share of $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board

of directors), (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 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services

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

One third of the Kenyon Options vest every successive one-year

anniversary following such 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 vest on the one-year anniversary of such effective date, subject

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

The Additional Kenyon RSUs vest as follows, subject

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

(i) 0.005 of the Additional Kenyon RSUs

vest upon the Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction to

be selected by the Company, (ii) 0.005 of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the amount

of at least $4,000,000 in gross proceeds, (iii) 0.005 of the Additional Kenyon RSUs vest upon the shares of Common Stock being listed

on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining 0.005 of the

Additional Kenyon RSUs vest upon the Company enrolling its first patient in the Study.

Each vested Kenyon RSU will be settled by delivery

Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the sole discretion

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

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

Kenyon’s employment being terminated either by the Company

without Cause or by Dr.

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

In the event of a Change of Control,

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

Equity Incentive Plan

May 14, 2019, our board of directors adopted our 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of

234,000 shares of our common stock for issuance under the 2019 Plan (adjusted for the planned Reverse Stock Split).

As described below,

incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options within the meaning of Section

422 of the Internal Revenue Code of 1986, as amended (the “Code”).

If an incentive award granted under the 2019 Plan expires,

terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the exercise of an incentive award,

the shares subject to such award and the surrendered shares will become available for further awards under the 2019 Plan.

234 shares of our Common Stock for issuance under the 2019 Plan.

As described below, incentive awards authorized under the 2019 Plan

include, but are not limited to, incentive stock options within the meaning of Section 422 of the Code.

If an incentive award granted

under the 2019 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the

exercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards

under the 2019 Plan.

Administration

- Our board of directors will administer the 2019 Plan.

Subject to the terms of the 2019 Plan, our board of directors has complete

authority and discretion to determine the terms upon which awards may be granted under the 2019 Plan.

- The 2019 Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards,

restricted stock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights, as described

board of directors will administer the 2019 Plan.

Subject to the terms of the 2019 Plan, our board of directors has complete authority

and discretion to determine the terms upon which awards may be granted under the 2019 Plan.

2019 Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted

stock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights, as described below:

granted under the 2019 Plan entitle the grantee, upon exercise, to purchase up to a specified number of shares from us at a specified

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share of Common Stock on the date of exercise of the SAR and the market price of a share of our Common Stock on the date of grant

Amendment, and Termination - Our board of directors has the power to amend, suspend or terminate the 2019 Plan without stockholder

approval or ratification at any time or from time to time.

No change may be made that increases the total number of shares of Common

Stock reserved for issuance pursuant to incentive awards or reduces the minimum exercise price for options or exchange of options for

other incentive awards, unless such change is authorized by our stockholders within one year of such change.

Unless sooner terminated,

the 2019 Plan would terminate ten years after it is adopted.

Amendment, and Termination

board of directors has the power to amend, suspend or terminate the 2019 Plan without stockholder approval or ratification at any time

or from time to time.

No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant

to incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such

change is authorized by our stockholders within one year of such change.

Unless sooner terminated, the 2019 Plan would terminate ten

years after it is adopted.

awards or any shares of our Common Stock were issued during the fiscal year 2023 under the 2019 Plan.

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Option awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Number of Shares, Units or Other Rights That Have Not Vested (#)

Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Unexercisable

James Nathanielsz (1)

Julian Kenyon (2)

May 14, 2019, the Board granted Mr.

Nathanielsz 39 tenure based stock options at an exercise price of $4,675 per share and 78 performance

based restricted stock units.

The fair value of the 39 options and 78 restricted stock units at the grant date was $165,747 and $331,493,

respectively.

With 39 of such restricted stock vested on May 14, 2020 and the balance subject to performance conditions.

May 14, 2019, the Board granted Mr.

Kenyon 20 tenure based stock options at an exercise price of $4,250 per share and 40 performance

based restricted stock units.

The fair value of the 20 options and 40 restricted stock units at the grant date was $82,873 and $165,747,

respectively.

With 20 of such restricted stock vested on May 14, 2020 and the balance subject to performance conditions.

May 14, 2019, the board of directors granted Mr.

Nathanielsz an option to purchase 0.04 shares of Common Stock at an exercise price

of $4,675,000 per share and 0.08 performance-based restricted stock units.

The fair value of such options and restricted stock units

at the grant date was $165,747 and $331,493, respectively.

0.04 of such restricted stock units vested on May 14, 2020 and the balance

is subject to performance conditions.

May 14, 2019, the board of directors granted Mr.

Kenyon an option to purchase 0.02 shares of Common Stock at an exercise price of

$4,250,000 per share and 0.04 performance-based restricted stock units.

The fair value of such options and restricted stock units

at the grant date was $82,873 and $165,747, respectively.

0.02 of such restricted stock units vested on May 14, 2020 and the balance

is subject to performance conditions.

Compensation for the Fiscal Year Ended June 30, 2023

Fees earned or paid in

Fees earned or

Option Awards

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Julian Kenyon (1)

purposes of the information included in the table, the conversion rate as of June 30, 2022, $0.7253 was used to convert amounts from

October 2016, Dr.

Kenyon receives gross monthly compensation of $4,500 AUD or $3,264 USD per month for his services as a director

of our Company.

For purposes of the information included in the table,

the conversion rate as of June 30, 2023, $0.6664 was used to convert amounts from AUD to USD.

Effective May 2019, Dr.

Kenyon receives gross monthly

compensation of $4,500 AUD or $3,264 USD per month for his services as a director of our Company.

and Restated Director Agreement with Joseph Zelinger

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

Zelinger, pursuant to which the Company agreed to compensate Mr.

Zelinger with a monthly salary of $250 AUD ($188 USD) per month

for his services as a member of the board of directors and which can be terminated by the Company for Cause (as defined in the Director

Agreement) and at such time as Mr.

Zelinger no longer serves as a Company director.

Pursuant to the Agreement, any and all accrued unpaid

salary may be converted by Mr.

Zelinger into Common Stock at the end of each fiscal year at a conversion rate to be determined by the

parties to such agreement, at a rate no lower than the par value of the Common Stock and no higher than the closing bid price of the

Common Stock on date of such conversion.

Director Compensation

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Agreements”).

The SAB Agreements contain substantially similar terms and primarily relate to the protection of the Company’s

intellectual property.

The SAB Agreements also include provisions for the members’ compensation for the services performed as a

member of the Scientific Advisory Board.

Kutz, Brandt and Smyth each are paid a monetary fee at an hourly rate for service provided.

The SAB Agreements contain substantially similar terms and primarily related to the protection of the Company’s

intellectual property and include provisions for the members’ compensation for the services performed as a member of the Scientific

Advisory Board.

If and when bi-annual SAB meetings are held, Mr.

Brandt each are paid a monetary fee for their service provided

in preparing for, and attending the SAB meetings.

Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

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following sets forth information as of September 27, 2023 regarding the number of shares of our Common Stock beneficially owned by

(i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named

executive officer and (iii) all of our directors and named executive officers as a group.

(i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive

officer and (iii) all of our directors and named executive officers as a group.

amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of

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c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

disclosure relating to the shares of Common Stock under this “Security Ownership of Certain Beneficial Owners and Management”

section reflects the reverse stock split effected by the Company on May 1, 2023.

Common Stock Beneficially Owned

Series A Preferred Stock Beneficially Owned

Series B Preferred Stock Beneficially Owned

Name and Address of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of

Number of Shares Beneficially Owned

Percentage of

Number of Shares Beneficially Owned

Percentage of

North Horizon Pty Ltd.

Directors and Executive Officers:

James Nathanielsz (2)

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All directors and executive officers, as a group (3 persons)

5% Shareholders

Sylvia Nathanielsz (7)

Applicable percentages are based on 677,177,717 shares of our common stock outstanding as of September 26, 2022.

Applicable percentages are based on 500,000 shares of our Series A Preferred Stock and 1 share of our Series B Preferred Stock outstanding

as of September 26, 2022.

North Horizon Pty Ltd.

is a Nathanielsz Family Trust.

James Nathanielsz, the Chief Executive Officer and a director of our Company,

has investing and dispositive power of shares beneficially owned by North Horizon Pty Ltd.

Excludes 26 vested stock options, 13 unvested stock options, 39 restricted stock units that vested in May 2020 and 39 restricted stock

units that are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation - New

Employment Agreement with James Nathanielsz,”.

Excludes 13 vested stock options, 6 unvested stock options, and 20 restricted stock units that vested in May 2020, and 20 restricted

stock units that are subject to certain vesting conditions, as discussed above in the section captioned “Executive Compensation

- New Services Agreement with Julian Kenyon”.

Sylvia Nathanielsz is the wife of James Nathanielsz.

Non-Director or Officer 5% Stockholder:

Sylva International LLC

Represents less than 1%

Applicable percentages are based on 14,833,210 shares of our Common Stock outstanding as

of September 27, 2023.

Includes (i) 5,932 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust.

Nathanielsz has investing and dispositive power and a pecuniary interest in such shares held by such trust.

In addition, such ownership

includes (ii) 0.04 vested stock options for the purchase of up to 0.04 shares of our Common Stock, (iii) 0.04 vested restricted stock

units and 2,800 shares of Common Stock held by Mrs.

Nathanielsz, the spouse of Mr.

Nathanielsz, as to which shares Mr.

Nathanielsz disclaims

beneficial ownership.

Such ownership excludes 0.04 restricted stock units subject to certain vesting conditions, as discussed above in

the section captioned “Executive Compensation - Employment Agreement with James Nathanielsz”.

Includes 3,425 shares of Common Stock and 0.02 vested stock options for the purchase of up to 0.02 shares of Common Stock and 0.02 vested

restricted stock units;

excludes 0.02 restricted stock units that are subject to certain vesting conditions, as discussed above in the

section captioned “Executive Compensation - Amended and Restated Services Agreement with Julian Kenyon”.

Beneficial ownership includes (i) 2,806 shares of Common Stock, (ii) up to 776,098 shares of Common Stock issuable upon exercise of a

Common Stock purchase warrant held by Aggro Investments Pty Ltd, which Mr.

Zelinger wholly owns and controls, which is subject to a 4.99%

beneficial ownership limitation providing that a holder of such warrant will not have the right to exercise any portion thereof if the

holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the Common Stock outstanding,

provided that upon at least 61 days’ prior notice to us, the holder may increase or decrease such limitation up to a maximum of

9.99% of the shares of Common Stock outstanding.

Beneficial ownership excludes an aggregate of 14,223,902 shares of Common Stock issuable

upon exercise of such warrant as a result of the triggering of the 4.99% beneficial ownership limitations in such warrant.

The principal

business address of Aggro Investments Pty Ltd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185.

Includes all shares of Common Stock beneficially owned by our executive officers and directors, subject to any disclaimers set forth

in footnotes 2 and 3 of the table above.

Applicable percentage is based on one share of our Series B Preferred Stock outstanding as of September 27, 2023.

The holder of such

share has voting power equivalent of the number of votes equal to the total number of shares of Common Stock outstanding as of the time

of determination of stockholders entitled to vote.

Certain Relationships and Related Transactions, and Director Independence

following includes a summary of transactions since July 1, 2020 to which we have been a party, in which the amount involved in the transaction

exceeded $120,000, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our

capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest,

other than equity and other compensation, termination, change in control and other arrangements, which are described above under “Item

the lesser of (i) $120,000 or (ii) one percent (1%) of the average of the Company’s total

assets at year-end for the last two fiscal years , and in which any of our directors, executive officers or, to our knowledge,

beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements,

which are described above under “Item 11.

Executive Compensation.”

July 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 AU$230,000.

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.

A portion of the proceeds of such loan

were used to repay an outstanding balance of approximately $143,000 due on a convertible promissory note held by a third-party investor

and which had been in default.

In connection with such loan, the Company issued 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.

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

5 unchanged sentences

a related party, of which Mr.

Nathanielsz, our Chief Executive Officer, Chief Financial Officer and a director, and his wife are owners

and directors.

On May 4, 2022, the Company entered into 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.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been an employee of our Company since October 2015.

Nathanielsz receives

an annual salary of $120,000 AUD, or $80,904 USD, and is entitled to benefits customarily expected to be provided to employees of the

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.

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.

Further, the Company agreed to pay royalties of 1% of net revenues each to two members of the Scientific

Advisory Board.

Nathanielsz and his wife, Sylvia Nathanielsz, are owners and directors.

On May 4, 2022, the Company entered

into a three-year lease agreement with North Horizon Pty Ltd.

for a monthly rent of $3,000 AUD ($2,176 USD), depending on exchange rate)

per month plus taxes.

Nathanielsz has been an employee of the Company since October 2015.

On August 1, 2022, the Company’s Mr.

Nathanielsz’s annual

base salary increase from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022 and is entitled to benefits

customarily expected to be provided to employees of the Company.

October 1, 2020, the Company entered into a two-year collaboration agreement with the University of Jaén to provide certain research

services to the Company.

One of the Company’s Scientific Advisory Board is the lead joint researcher of University of Jaén.

Additionally, on July 27, 2022, the Company entered into a two-year research agreement with the University of Jaén to provide

certain research and experiment services to the Company.

Further, the Company agreed to pay royalties of 1% of net revenues each to two

members of the Scientific Advisory Board.

and Director Compensation Arrangements

relationships and related party transactions described herein are in addition to any employment and director compensation arrangements

with our executive officers and directors, which are described above under “Executive Compensation — Narrative to Summary

Compensation Table and Director Compensation.”

with our executive officers and directors, which are described above under “Executive Compensation - Narrative to Summary Compensation

Table and Director Compensation.”

Indemnification

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Principal Accounting Fees and Services.

Company’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent

registered public accounting firm, as well as the fees charged for such services.

In its review of non-audit service and its

appointment of Salberg & Company, P.A.

as our independent registered public accounting firm, the Board considered whether the

provision of such services is compatible with maintaining independence.

Company’s Board of Directors reviews and approves audit and permissible non-audit services performed by its independent registered

public accounting firm, as well as the fees charged for such services.

In its review of non-audit service and its appointment of Salberg

& Company, P.A.

as our independent registered public accounting firm, the Board considered whether the provision of such services

is compatible with maintaining independence.

All of the services provided, and fees charged by Salberg & Company, P.A.

in fiscal years ended June 30, 2022 and 2021 were approved by the Board of Directors.

The following table shows

the fees for the fiscal years ended June 30, 2022 and 2021:

years ended June 30, 2023 and 2022 were approved by the Board of Directors.

The following table shows the fees for the fiscal years ended

June 30, 2023 and 2022:

Audit Fees (1)

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All Other Fees

fees – these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly

consolidated financial statements.

fees - these fees relate to the audit of our annual consolidated financial statements and the review of our interim quarterly consolidated

financial statements.

related fees - these fees relate primarily to the auditors’ review of our registration statements and audit related consulting.

28 unchanged sentences

Certificate of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company Current Report on Form 8-K filed on March 17, 2023).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).

Common Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

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8% Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

10% Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit 4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023)

8% Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Form of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

8% Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 8, 2023).

10% Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Debt Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

27 unchanged sentences

Securities Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

Amended and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)

Securities Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Securities Purchase Agreement dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).

Common Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Registration Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Warrant Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Securities Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

July Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Equity Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Registration Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Securities Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023)

Securities Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 80K dated August 21, 2023)

Securities Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

List of subsidiaries of the Company.

Consent of Salberg & Company, P.A.

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

23 unchanged sentences

Julian Kenyon

Technology Officer , Director

Scientific Officer and Director

Josef Zelinger

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 9A. Controls and Procedures