What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-11-14 compared with 2023-05-15 · 1100 added, 1434 removed, 579 unchanged (81% of the section changed)

3 unchanged sentences

on Form 10-Q:

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

31, 2023 and 2022 (unaudited)

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

to the Condensed Consolidated Financial Statements (unaudited)

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets at September 30, 2023 (unaudited) and June 30, 2023

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three months in the periods ended September 30, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2023 and 2022 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

GST tax receivable

expenses and other current assets

Prepaid expenses and other

current assets

Refundable advance deposit

TOTAL CURRENT ASSETS

2 unchanged sentences

assets, net - related party

and equipment, net

Property and equipment,

AND STOCKHOLDERS’ DEFICIT

3 unchanged sentences

Accrued interest

Note payable, net of discount

Convertible notes, net

7 unchanged sentences

- related party

benefit liability

Employee benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Loan payable - long-term

- related party, net of discount

Operating lease liability

- long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies

2 unchanged sentences

$ 0.01 par value:

Series A preferred stock,

$ 0.01 par value;

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

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

30, 2022, respectively

0 shares issued and outstanding as of September 30, 2023 and June 30, 2023

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

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

1 share issued and outstanding as of September 30, 2023 and June 30, 2023

Preferred stock, value

2 unchanged sentences

shares authorized;

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

30, 2022, respectively

14,833,210 and 6,031,250 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively

Common stock issuable ( 626,229 and 1,621,653

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

shares as of September 30, 2023 and June 30, 2023, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive

2 unchanged sentences

( 64,684,732 )

Treasury stock ( 1

STOCKHOLDERS’ DEFICIT

Treasury stock ( 0.001 share)

TOTAL STOCKHOLDERS’

( 2,989,259 )

( 3,117,179 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

TOTAL LIABILITIES AND STOCKHOLDERS’

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

BIOPHARMA, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

Administration

expenses - related party

and development

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended September 30,

OPERATING EXPENSES

FROM OPERATIONS

( 1,567,043 )

( 1,391,678 )

INCOME (EXPENSE)

in fair value of derivative liabilities

from settlement of accounts payable

on extinguishment of debt, net

currency transaction gain (loss)

OTHER EXPENSE, NET

( 2,043,559 )

( 1,808,572 )

$ ( 809,809 )

$ ( 462,687 )

$ ( 1,912,522 )

$ ( 1,753,322 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 809,809 )

$ ( 700,076 )

$ ( 2,321,079 )

$ ( 2,198,953 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

1,924,073,522

1,115,848,071

LOSS AVAILABLE TO COMMON STOCKHOLDERS

Administration

Occupancy expenses - related

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Derivative expense

Change in fair value of

derivative liabilities

Gain from settlement of

accounts payable

Gain (loss) on extinguishment

Foreign currency transaction

TOTAL OTHER INCOME (EXPENSE),

LOSS BEFORE TAXES

$ ( 350,866 )

$ ( 617,295 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON

$ ( 493,441 )

$ ( 1,006,530 )

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

BASIC AND DILUTED NET LOSS

PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES

NET LOSS AVAILABLE TO COMMON

$ ( 493,441 )

$ ( 1,006,530 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency

translation gain (loss)

TOTAL OTHER COMPREHENSIVE

INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

$ ( 419,767 )

$ ( 880,134 )

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

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

BIOPHARMA, INC.

AND SUBSIDIARIES

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

MARCH 31, 2023 AND 2022

Comprehensive

Stockholders’

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

Comprehensive

Stockholders’

at June 30, 2021

$ ( 58,199,466 )

$ ( 3,067,573 )

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 three months ended September 30, 2021

at September 30, 2021

( 58,804,968 )

( 2,306,630 )

of common stock for conversion of convertible debt and accrued interest

of common stock for deferred offering cost

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

( 1,999,990 )

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2021

at December 31, 2021

( 59,698,343 )

( 2,930,193 )

of common stock for conversion of convertible debt and accrued interest

of common stock for services

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 loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended March 31, 2022

at March 31, 2022

$ ( 60,398,419 )

$ ( 2,947,420 )

Stock Issuable

Comprehensive

8 unchanged sentences

issuable shares

( 19,596,965 )

Issuance of common stock for

11 unchanged sentences

cashless exercise of warrants

Net loss for the three

months ended September 30, 2022

Net loss for the three months ended September 30, 2022

Balance at September 30, 2022

1 unchanged sentence

$ ( 2,767,535 )

Stock Issuable

Comprehensive

Stockholders’

Balance at June

$ ( 64,684,732 )

$ ( 3,117,179 )

$ ( 64,684,732 )

$ ( 3,117,179 )

Issuance of common stock for

1 unchanged sentence

Issuance of common stock for

issuable shares

Issuance of common stock for

exercise of warrants

Issuance of common stock for

alternate cashless exercise of warrants

Issuance of common stock for

Issuance of common stock in

connection with a note payable

issuable shares

( 1,621,653 )

Reclassification of put premium

upon debt conversion

Relative fair value of warrant

granted in connection with a loan payable - related party

Foreign currency translation

1 unchanged sentence

cashless exercise of warrants

Net loss for the three

months ended December 31, 2022

Balance at December 31, 2022

1,245,699,501

( 63,069,163 )

( 2,915,417 )

Issuance of common stock for

conversion of convertible debt and accrued interest

1,375,598,285

Issuance of common stock for

conversion of convertible debt and accrued interest

1,375,598,285

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Net loss for the three months ended September 30, 2023

Balance at September 30, 2023

$ ( 65,178,173 )

Issuance of common stock for

exercise of warrants

Reclassification of put premium

upon debt conversion

Retirement of Series A Preferred

Foreign currency translation

Net loss for the three

months ended March 31, 2023

at March 31, 2023

$ ( 2,989,259 )

1 unchanged sentence

$ ( 2,989,259 )

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

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

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

the nine months ended March 31,

the three months ended September 30,

CASH FLOWS FROM OPERATING

2 unchanged sentences

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

Issuance and amortization

of common stock for services

Stock option, stock warrants

and restricted stock expense

Foreign currency transaction

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derivative liabilities

Gain on extinguishment

Derivative expense

(Gain) loss on extinguishment

Gain from settlement of

accounts payable

Stock option, stock warrants

and restricted stock expense

Non-cash interest expense

3 unchanged sentences

Prepaid expenses and other

Refundable advance deposit

Accounts payable

2 unchanged sentences

Accrued interest

lease liability

CASH USED IN OPERATING ACTIVITIES

( 1,025,306 )

Operating lease liability

NET CASH USED IN OPERATING

CASH FLOWS FROM FINANCING

1 unchanged sentence

promissory notes, net of original issue discounts and issue costs

Repayment of convertible

Proceeds from the sale

of common stock

Proceeds from note payable

Proceeds from loan payable

- related party

Collection of subscription

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

Proceeds from the exercise

NET CASH PROVIDED BY FINANCING

Effect of exchange rate changes on cash

NET INCREASE IN CASH

CASH AT BEGINNING OF

NET INCREASE (DECREASE)

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Disclosure of Cash Flow Information

paid during the period:

Cash paid during the period:

Disclosure of Non-Cash Investing and Financing Activities

stock issued for offering cost applied against proceeds received

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

discounts related to derivative liability

discounts related to common stock issued with a note payable

grant for settlement of accounts payable

stock issued for accrued services

dividend upon alternate cashless exercise of warrants

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

Reduction of put premium

related to conversions of convertible notes

Conversion of convertible

notes and accrued interest to common stock

Debt discounts related

to derivative liability

Relative fair value of

warrant granted in connection with a loan payable - related party

Warrant grant for settlement

of accounts payable

Warrants issued for accrued

Deemed dividend upon alternate

cashless exercise of warrants

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

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Biopharma, Inc.

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

Victoria Australia.

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

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

therapy designed to prevent the cancer from returning and spreading.

The Company anticipates establishing global markets for its

technologies.

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

anti-cancer effects of multiple enzymes acting synergistically.

(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.

It is currently in the preclinical phase of development.

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

On November 23, 2010,

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

On November 23, 2010, Propanc

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

shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned

subsidiary of the Company.

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

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

As of March 31, 2023,

As of June 30, 2023,

there has been no activity within this entity.

5 unchanged sentences

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

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

Securities and Exchange Commission (the “SEC”).

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

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

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

2023 have been made.

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

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

Securities and Exchange Commission (“SEC”).

In the opinion

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

adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2023 and 2022

and cash flows for the three months ended September 30, 2023 and 2022 and our consolidated financial position at September 30, 2023 have

The Company’s results of operations for the three months ended September 30, 2023 are not necessarily indicative of

the operating results to be expected for the full fiscal year ending June 30, 2024.

information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have

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subsidiary, Propanc PTY LTD.

All intercompany balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited was

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

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

Propanc (UK) Limited

was an inactive wholly-owned subsidiary through September 30, 2023.

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, 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.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, 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.

Currency Translation and Other Comprehensive Income (Loss)

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

For financial reporting

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

($) and/or (USD).

For financial reporting purposes,

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

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

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

Equity transactions are translated

at each historical transaction date spot rate.

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

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

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

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

There have been no significant fluctuations in the

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

Revenues and expenses are translated

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

Equity transactions are translated at each historical transaction

date spot rate.

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

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

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

income (loss).

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

the balance sheet date.

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

8 unchanged sentences

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

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

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

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

of March 31, 2023 and June 30, 2022, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of

preparing the consolidated financial statements were as follows:

OF TRANSLATION EXCHANGE RATES

September 30, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ 669,000 and $ 1,226,000 , respectively,

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

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

of September 30, 2023 and June 30, 2023, 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 TRANSACTION EXCHANGE RATES

Exchange rate on balance sheet dates

2 unchanged sentences

AUD exchange rate

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

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2023 was as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

Currency Items:

Balance, June 30, 2023

Unrealized foreign currency

translation gain

Ending balance, March 31, 2023

Unrealized foreign currency translation gain

Ending balance, September 30, 2023

Value of Financial Instruments and Fair Value Measurements

13 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,

6 unchanged sentences

There were no cash equivalents

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

as of September 30, 2023 or June 30, 2023.

Refundable Advance Deposit

Refundable advance deposit of $ 116,169 and $ 0 at September 30, 2023 and June 30, 2023, respectively, consists primarily

of deposit paid to a potential lender to be used as payment for a loan insurance premium related to a future loan transaction with the

In the event, the future loan transaction does not close, the potential lender shall return the refundable advance deposit.

The Company and the potential lender are currently undergoing the loan process.

and Equipment

8 unchanged sentences

estimated useful lives are as follows:

OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

and equipment

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

by a regulatory agency.

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

Accordingly, as

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

expensed immediately.

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

government regulatory agency.

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

a regulatory agency.

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

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2023 were expensed immediately.

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

of Long-Lived Assets

20 unchanged sentences

which are disclosed as operating cash flows.

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

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

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2023, and June 30, 2023, the Company was owed $ 2,634 and $ 2,867 , respectively, from the Australian Taxation Office.

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

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

4 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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.

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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accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.

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

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

development costs include allocations of salary among certain officers.

Total research and development costs for the three months ended September 30, 2023 and 2022 were $ 16,242 and $ 101,325 , respectively.

Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis.

10 unchanged sentences

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

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

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

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

Based Compensation

17 unchanged sentences

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

legal costs for litigation are charged to expense as incurred.

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

legal costs for litigation are charged to expense as incurred.

Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under

9 unchanged sentences

and administrative expenses.

Reclassifications

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

The reclassified amounts have no impact on

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

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

premiums at June 30, 2022.

and Diluted Net Loss Per Share of Common Stock

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

during the period.

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

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

Potentially dilutive

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

warrants, restricted stock units and convertible debt instruments.

Potentially dilutive securities are excluded from the computation

if their effect is anti-dilutive.

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

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

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

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

date of issuance.

The Company’s CEO holds Series B

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

authorization of a reverse split the stock as considered necessary.

Such securities are considered dilutive securities, which

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

OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

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

Stock Options

Warrants with no designations

Stock Warrants with no designations

Series A Warrants as if converted at alternate

cashless exercise prices

cashless exercise price

1,994,343,990

1 unchanged sentence

Series C Warrants as if converted at alternate

cashless exercise prices *

cashless exercise price *

9,175,999,954

Unvested restricted stock units

Unvested restricted stock

Convertible Debt

11,396,197,211.12

10,418,785.12

* Only convertible ratably

6 unchanged sentences

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

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

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

beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts

in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and

modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS

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

interim periods within those reporting periods.

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

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

The Company is currently assessing the impact the new

guidance will have on its condensed consolidated financial statements.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED 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 our consolidated financial statements.

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

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

For the three months ended September 30, 2023, the Company had no revenues, had a net loss of $ 350,866 ,

and had net cash used in operations of $ 333,457 .

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

Additionally, As of September 30, 2023, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 2,987,309 , $ 2,989,259 , and $ 65,178,173 , respectively.

11 unchanged sentences

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).

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 – PROPERTY AND EQUIPMENT

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

OF PROPERTY PLANT AND EQUIPMENT

and equipment consist of the following As of September 30, 2023 and June 30, 2023.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

Accumulated depreciation

Total property, plant,

and equipment

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

Depreciation expense for the nine months

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

Total property, plant, and equipment

expense for the three months ended September 30, 2023 and 2022 were $ 134 and $ 473 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

4 unchanged sentences

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

The total amounts owed to the former

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

and $ 30,746 ,

respectively.

The Company plans to repay the advances as its cash resources allow (see Note 9).

The total amount owed the former director

at September 30, 2023 and June 30, 2023 were $ 28,581 and $ 29,630 , respectively.

The Company plans to repay the advances as its cash resources

allow (see Note 9).

from Former Director - Related Party

from the Company’s former director at March 31, 2023 and June 30, 2022 were $ 49,558 and $ 51,171 , respectively.

The loans bear no

interest and are payable on demand.

The Company did not repay any amount on this loan during the nine months ended March 31, 2023 and

2022, respectively (see Note 9).

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

from the Company’s former director at September 30, 2023 and June 30, 2023 were $ 47,567 and $ 49,314 , respectively.

The loan bears

no interest and is payable on demand.

The Company did not repay any amount on this loan during the three months ended September 30, 2023

and 2022, respectively (see Note 9).

payable -long-term- Related Party

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

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.

The Company accounted for the 15,000,000

warrants issued with this loan payable as debt discount by using the relative fair value method.

The total debt discount which is

equivalent to the relative fair value of the warrants of $ 141,084

was determined using a Black-Scholes model with the following assumptions:

stock price at valuation date of $ 0.119

based on the closing price of common stock at date of grant, exercise price of $ 0.01 ,

dividend yield of zero ,

expected term of 3.00 ,

a risk-free rate of 4.59 %,

and expected volatility of 268 %.

The debt discount shall be amortized over the term of this loan.

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).

interest from this loan amounted to $ 3,653

as of September 30, 2023.

Amortization of debt discount from this loan for the three months ended September 30, 2023 was $ 11,199 .

The total principal outstanding under this loan was $ 153,256

and remaining debt discount of $ 129,885

as of September 30, 2023 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term

– related party, net of discount of $ 23,371 .

Bridge Securities Purchase Agreement

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

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

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

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

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 September 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 %

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

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

Crown Bridge agreed to surrender all conversion rights in its

currently held convertible notes, including the Crown Bridge Note.

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

remaining principal balance of $ 65,280

from a convertible note into a loan payable.

Additionally, the Company recorded the remaining put premium of $ 43,520

into gain on extinguishment of debt during the nine months ended March 31, 2023.

The total accrued interest from this loan amounted

as of March 31, 2023.

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, during fiscal year 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 fiscal year 2023.

The total accrued interest from this loan amounted to $ 38,190 and $ 35,722 as of September 30, 2023 and

June 30, 2023, respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 38,190 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

6 – CONVERTIBLE NOTES

Notes Payable

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

OF NOTES PAYABLE CONVERTIBLE DEBT

6 – NOTE PAYABLE AND CONVERTIBLE NOTES

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.

interest from this note amounted to $ 1,664

as of September 30, 2023.

Amortization of debt discount from the promissory note for the three months ended September 30, 2023 was

The total principal outstanding under this note was $ 132,000

and remaining debt discount of $ 6,000

as of September 30, 2023 as reflected in the accompanying condensed consolidated balance sheet as note payable, net of discount of

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

SCHEDULE OF CONVERTIBLE NOTES

Convertible notes and debenture

1 unchanged sentence

Convertible notes,

Enterprises, LLC Securities Purchase Agreement

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

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

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

The Coventry Note contains a $ 25,000

original issue discount.

The Company used the net proceeds of $ 100,000

from the Coventry Note for general working capital purposes.

Coventry Note bears interest at a rate of 10 %

per annum, with $ 12,500

in guaranteed interest.

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

commencing on March 24, 2023 and continuing on the 24th day of each month thereafter until paid in full not later than October 24, 2023, or such earlier date as the Coventry Note is

required or permitted to be repaid and to pay such other interest to Coventry on the aggregate unconverted and then-outstanding

principal amount of the Coventry Note in accordance with the provisions thereof.

Any or all of the principal amount and guaranteed

interest may be pre-paid at any time and from time to time, in each case without penalty or premium.

Additionally,

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

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

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

any time following an event of default under the Coventry Note, it becomes convertible, in whole or in part, into shares of Common

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

forth therein).

The conversion price of the Coventry Note is ninety percent (90%) per share of the lowest per-share VWAP during the

twenty (20) trading-day period before the conversion (each, a “Calculated Conversion Price”).

In the event that, within

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

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

combination thereof) or for any other reason issues any shares of common stock or any common stock equivalents at a price less than

the most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or

instrument was originated, then, at the option of Coventry, (i) if the conversion has not yet occurred, then the Alternative

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

trading days following Coventry’s written request, the Company is required to issue to Coventry that number of shares of

Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated

Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price.

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

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

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

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

Subject to the beneficial ownership

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

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

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

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

If the Company fails to deliver to Coventry

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

principal amount and interest of the attempted conversion.

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

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

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

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

which is considered an event of default.

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

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

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note Issued with Consulting Agreement

10, 2017 Consulting Agreement

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

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

junior subordinated convertible note.

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

10, 2019 and was past due (see Note 8).

The note accrued interest at a rate of 10 %

per annum and was convertible into shares of common stock at the lesser of $ 750

per share or 65 %

of the three lowest trades in the ten

trading days prior to the conversion.

The August 10, 2017 convertible note was fully earned upon signing the consulting agreement

and matured on August

The Company accrued $ 155,000

related to this expense at June 30, 2017 and recorded the remaining $ 155,000 related

to this expense in fiscal year 2018.

Upon an event of default, principal and accrued interest immediately became due and payable

under the note.

Additionally, upon an event of default, at the election of the holder, the note would accrue interest at a default

interest rate of 18 %

per annum or the highest rate of interest permitted by law.

The consulting agreement had a three-month term and expired on August

An aggregate total of $ 578,212

of the August 10, 2017 convertible note was bifurcated with the embedded conversion option recorded as a derivative liability at

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

of principal and $ 10,764

During the year ended June 30, 2019, the consultant converted an additional $ 161,000

of principal and $ 19,418

of interest leaving a principal balance owed of $ 9,000

at June 30, 2019.

During the year ended June 30, 2020, the consultant converted an additional $ 500

of principal and $ 5,248

of interest, such that the remaining principal outstanding and accrued interest under the August 10, 2017 convertible note as of

June 30, 2020 was $ 8,500

and $ 22,168 ,

respectively.

March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the

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

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

All other terms of the August 10, 2017 convertible note remained in full force and effect.

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

shares of common stock upon conversion.

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

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

Prior to the Settlement Agreement, the Company recorded

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

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

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

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

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

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

Bridge Securities Purchase Agreements

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge, 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.

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

the Crown Bridge Note from the Company in the aggregate principal amount of $ 108,000 , such principal and the interest thereon convertible

into shares of common stock at the option of Crown Bridge any time after issuance of such note.

Pursuant to the terms of such securities

purchase agreement, Crown Bridge deducted $ 3,000 from the principal payment due under the Crown Bridge Note, at the time of closing,

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

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

maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

The Crown Bridge Note bore interest at a default interest rate

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,

1 unchanged sentence

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

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

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

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

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

upon which such notice was received.

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

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

due and payable.

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

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

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

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.

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

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

Accordingly, $ 28,480 of the

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

of the principal balance.

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

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

In November 2020, the Company was notified by Crown

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

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

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 .

1 unchanged sentence

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

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

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

from a convertible note into a loan payable (see Note 5).

Additionally, the Company recorded the remaining put premium of $ 43,520

into gain on extinguishment of debt during the nine months ended March 31, 2023.

Therefore, the total principal amount outstanding

under such agreement with Crown Bridge was $ 0

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

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

21, 2021 Securities Purchase Agreement

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

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

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

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

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

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

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

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

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

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

was not payable until the maturity date or upon acceleration

or by prepayment of such note.

26, 2021 Securities Purchase Agreement

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

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

principal amount of $ 53,750 ,

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

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

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

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

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

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

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

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

by prepayment of such note.

4, 2022 Securities Purchase Agreement

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

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

principal amount of $ 63,750 ,

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

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

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

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

The maturity date

of the January 4, 2022 Sixth Street Note was January

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

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

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

by prepayment of such note (see conversions below).

7, 2022 Securities Purchase Agreement

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

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

of $ 68,750 ,

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

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

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

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

The maturity date

of the March 7, 2022 Sixth Street Note was March

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

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

was not payable until the maturity date or upon acceleration or

by prepayment of such note (see conversions below).

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Consequently, during

fiscal year 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 fiscal year 2023.

Therefore, the

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

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

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

29, 2023 Securities Purchase Agreement

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

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

amount of $ 68,750 ,

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

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

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

The Company used the net proceeds from the April 12, 2022 Sixth Street Note for general working capital purposes.

The maturity date

of the April 12, 2022 Sixth Street Note was April

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

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

payable until the maturity date or upon acceleration or by

prepayment of such note.

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 .

19, 2023 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

The Company used the net proceeds from the May 12, 2022 1800 Diagonal Note for general working capital purposes.

The maturity date

of the May 12, 2022 1800 Diagonal Note is May

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

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

but is not payable until the maturity date or upon acceleration

or by prepayment of such note.

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,

16, 2023 Securities Purchase Agreement

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;

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 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 limitations.

All of the above 1800 Diagonal notes are treated as stock settled

debt under ASC 480 and accordingly the Company recorded a total of $ 262,500

put premium, of which $ 56,538

was recorded during the nine months ended March 31, 2023.

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

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

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

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

Such events of default include, among others, failure

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

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

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

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

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

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

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

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

per day, subject to certain exceptions.

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

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

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

interest due under the above note, 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 note.

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.

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

The Company treats these convertible notes as stock settled debt under ASC 480 and accordingly the Company recorded a total of

$ 88,846 was recorded during the three months ended September 30, 2023.

above notes contain 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

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.

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.

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.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

events of default (the “Default Amount”).

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

amount equal to twice the Default Amount.

total principal amount outstanding under the above 1800 Diagonal notes was $ 265,000

and accrued interest of $ 6,081

as of June 30, 2022 following conversion of $ 117,500

of the principal balance and $ 4,700

accrued interest during the year ended June 30, 2022.

Accordingly, $ 63,269

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

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

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

Accordingly, $ 199,230

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

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

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 165,000 and accrued interest of $ 2,488 as

of September 30, 2023.

Capital Securities Purchase Agreements

15, 2022 Securities Purchase Agreement

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 Note”) from the Company in the

aggregate principal amount of $ 170,000 ,

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

anniversary of the December 7, 2021 ONE44 Note.

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

for a total of $ 25,500 .

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

The maturity date of

the December 7, 2021 ONE44 Note was December

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

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

payable until the maturity date or upon acceleration or by

prepayment of such note.

29, 2022 Securities Purchase Agreement

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

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

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

anniversary of the March 29, 2022 ONE44 Note.

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

total of $ 18,000 .

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

The maturity date of the

March 29, 2022 ONE44 Note was March

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

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

payable until the maturity date or upon acceleration or by

prepayment of such note.

15, 2022 Securities Purchase Agreement

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

convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of

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

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

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

a convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $ 110,000 ,

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

any time after the six-month anniversary of the August 15, 2022 ONE44 Note.

The transaction contemplated by the ONE44 Purchase Agreement

closed on August 16, 2022.

The August 15, 2022 One44 Note contained an original issue discount amount of $ 10,000 .

Pursuant to the terms

of the August 15, 2022 ONE44 Purchase Agreement, the Company paid ONE44 Capital’s legal fees of $ 5,500 .

The Company use the net

proceeds from the August 15, 2022 ONE44 Note for general working capital purposes.

The maturity date of the August 15, 2022 One44

Note is August

The August 15, 2022 ONE44 Note

bears interest at a rate of 10 %

per annum, which 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 maturity date of the August 15, 2022 One44 Note

was August 15, 2023.

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

to ONE44 Capital in shares of common stock, but shall not be payable until the Maturity Date or upon acceleration or by prepayment

14, 2023 Securities Purchase Agreement

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

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

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

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

The transaction contemplated by such purchase agreement closed on

February 14, 2023.

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

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

The Company intends

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

The maturity date of the February

14, 2023 One44 Note is February

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

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

by prepayment of such note.

following terms apply to all of the above ONE44 notes:

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 shall apply to all of the above ONE44 note:

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

not have a right to prepay such note.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price for the above ONE44 notes ranges from 60 %

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

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

Notwithstanding

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

All of the above ONE44 notes are treated as stock settled

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

put premium of which $ 133,305

was recorded during the nine months ended March

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

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

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

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

In the event that the Company fails to

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

penalty of $ 250

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

penalty increases to $ 500

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 $ 133,305 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.

4 unchanged sentences

Accordingly, $ 182,376

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 $ 173,111

and accrued interest of $ 5,213

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

of the principal balance and $ 20,218

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

Accordingly, $ 152,761

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

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.

total principal amount outstanding under the above ONE44 financing agreements were $ 84,500 and accrued interest of $ 5,861 as of September

30, 2023 following conversion of $ 33,611 of the principal balance and $ 2,136 accrued interest during the three months ended September

Accordingly, $ 21,510 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements

during the three months ended September 30, 2023 following conversion of the principal balance.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Capital Partners Securities Purchase Agreements

2 unchanged sentences

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

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

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

The transaction contemplated

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

The GS Capital Note contains a $ 5,000

original issue discount.

Pursuant to the terms

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

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

from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note was April

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

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

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

by prepayment of such note.

GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested

by GS Capital by surrendering the same.

GS Capital is entitled, at its option, at any time after cash payment, to convert all or any

amount of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per share equal

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

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

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

In the event of default, such

conversion price equals 65 %

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

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

The GS Capital Note is subject to a 4.99 %

beneficial ownership limitation.

Note”) from the Company in the aggregate principal amount of $ 93,000 , such principal and the interest thereon was 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 contained 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 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.

The GS Capital Note was exchangeable for an equal aggregate principal amount of notes

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

GS Capital was 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 became $1.30 per share .

of default, such conversion price equaled 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 was received by the Company.

The GS Capital Note

was 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.

such conversion price were adjusted when the Company issued securities with more favorable conversion terms.

The effective conversion

price of this note was 60 % (representing a 40 % discount) of the market price, which was 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 purposes.

maturity date of such note is March

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

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

1 unchanged sentence

by prepayment of such note.

note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS

Capital surrendering the same.

GS Capital is entitled, at its option, at any time after cash payment, to convert all or any amount

of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per share equal to

$0.002 (the “September Fixed Price”).

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

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

In the event of default

under such note, such conversion price becomes 65 %

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

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

Such note is 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.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

2 unchanged sentences

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

23, 2023 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.

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 February 23, 2024 .

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.

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.

above GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1 unchanged sentence

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.

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

under the above GS Capital notes, the penalty becomes $ 250

per day for each day that the shares are not issued beginning on the 4 th day after the conversion notice was delivered to

This penalty increases to $ 500

per day beginning on the 10 th day.

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

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

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

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

An aggregate total of $ 121,500 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded

as derivative liabilities at fair value (see Note 11).

Road Holdings Securities Purchase Agreement

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

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

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

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

The transaction

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

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

from the Red Road Note for general working capital purposes.

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

The Red Road Note

bears interest at a rate of 8 %

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

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

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

accrues at a default interest rate of 22 %

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

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

Red Road has the option to convert all or

any amount of the principal face amount of the Red Road Note, beginning one hundred eighty (180) days following the date of the Red

Road Note and ending on the later of:

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

defined in the Red Road Note), each in respect of the remaining outstanding amount of the Red Road Note, to convert all or any part

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

Pursuant to the terms of

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

which was recorded as a debt discount.

conversion price for the Red Road Note is equal to the Variable Conversion Price (subject to equitable adjustments for stock splits,

stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of

the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events), which is defined as

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

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

conversion date.

The Red Road Note is subject to 4.99 %

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

accordingly the Company recorded a total of $ 28,942

put premium .

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

if prepaid within 60 days of the issuance

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

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

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

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

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

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

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

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

Upon the occurrence and during the continuation of certain events of default, the Red Road Note will become

immediately due and payable and the Company will pay Red Road in full satisfaction of its obligations in the Note an amount equal to 150%

of the outstanding principal amount of the Red Road Note plus any interest accrued upon such event of default or prior events of default.

total principal amount outstanding under the above Red Road Note was $ 53,750 and accrued interest of $ 2,073 as of March 31, 2023.

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.

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.

total principal outstanding and accrued interest under the above GS Capital notes were $ 82,000 and $ 887 , respectively, as of September

30, 2023, following conversion of $ 70,800 of the principal balance and $ 5,184 accrued interest during the three months ended September

At September 30, 2023, an aggregate total of $ 82,000 of the above GS Capital notes were bifurcated with the embedded conversion option which are

recorded as derivative liabilities at fair value (see Note 11).

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 contained 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 bore interest at a rate of 10 % per annum, with $ 12,500 in guaranteed interest.

The principal amount and the guaranteed

interest was 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 was 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 was still outstanding for four

months since its issuance, Coventry had 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 became 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 was 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 was based upon a Calculated Conversion Price, the Company consummates (in whole

or in part) any financing (whether such financing was 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 had not yet occurred, then the Alternative Conversion Price will be substituted for the Calculated Conversion Price

and (ii) if the conversion had occurred, then, within two trading days following Coventry’s written request, the Company was 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.

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 became immediately

due and payable at Coventry’s option, in cash or in shares of common stock at the mandatory default amount, which was equal to

120% of all such amounts due on the Coventry Note.

If the Company failed to deliver to Coventry such shares, the Company was 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

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 was considered an event of default.

The Company recorded

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

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

July 2023, the Company fully paid the remaining principal including accrued interest for a total of $ 142,979 .

The total principal

amount outstanding and accrued interest under the above Coventry note was $ 0 following conversion of $ 5,049 of the principal balance

of $ 2,043 and interest of $ 357 during the three months ended September 30, 2023.

Accordingly, $ 13,328 of the put

premium was released to additional paid in capital in respect of such purchase agreements with Coventry during the three months

ended September 30, 2023 following conversion of the principal balance.

notes in default

of the outstanding convertible notes above were in default as of September 30, 2023.

of debt discounts

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

Company recorded $ 92,500 and $ 127,418 of debt discounts related to the above note issuances during the three months ended September 30,

2023 and 2022, respectively.

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

months ended March 31, 2023 and 2022, respectively.

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

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

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

Amortization of all debt

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

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

ended March 31, 2023 and 2022, respectively.

The Company recorded $ 88,846 and $ 115,769 of put premiums related to the above note issuances during the

three months ended September 30, 2023 and 2022, respectively.

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

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

of debt discounts associated with convertible notes for the three months ended September 30, 2023 and 2022 was $ 52,258

and $ 31,275 ,

respectively.

Company reclassified $ 34,838 and $ 133,646 in put premiums to additional paid in capital following conversions during the three months

ended September 30, 2023 and 2022, respectively.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

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

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

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

authorized capital stock.

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

The number of authorized shares of

preferred stock remained at 1,500,005

shares , such that the total number of

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

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

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

as amended (the “Certificate of Incorporation”), which increased the Company’s authorized capital stock.

Such certificate

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

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.

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 condensed consolidated financial statements

to reflect the Reverse Stock Split.

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, 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 0.001 votes per share of Series A Preferred

Stock or a total of 500 votes.

North Horizon Pty Ltd.

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

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

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

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

There were none

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

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

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

Preferred Stock”).

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

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

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

submitted to a vote of the stockholders of the Company.

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

Nathanielsz directly

beneficially owns such one share of Series B Preferred Stock.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during the nine months ended March 31, 2023 and

fiscal year 2022.

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.

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

issued for Common Stock Purchase Agreement

Capital Growth Fund LP

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

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

(the “Dutchess Equity Line”).

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

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

of shares of common stock over the 36 -month

term of the Dutchess Purchase Agreement.

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

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

Dutchess’ resale of any common stock purchased by Dutchess under the Dutchess Equity Line.

From time to time over the 36-month

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

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

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

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

The actual amount of proceeds the Company will receive

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

Dutchess Draw Down Amount Requested by the applicable purchase price.

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

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

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

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

the lesser of (i) 300 %

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

or (ii) $ 250,000 .

July 13, 2022, the Company issued 14,336,712 shares of its common stock at an average price per share of approximately $ 0.002 , as a result

of delivering one Dutchess Draw Down Notice to Dutchess.

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

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

Enterprises, LLC

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

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

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

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

the 36 month term of the Purchase Agreement.

Under the terms of the Coventry Purchase Agreement, Coventry will not be

obligated to purchase shares of common stock unless and until certain conditions are met, including but not limited to a registration

statement on Form S-1 becoming effective which registers Coventry’s resale of any common stock purchased by Coventry under the Coventry

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

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

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

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

The actual amount of proceeds the Company will receive

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

Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share of common stock equals 80% of the lowest

volume weighted average price of the Common Stock during the 10 business days immediately preceding the Coventry Drawdown Notice date.

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

the lesser of (i) 200 %

of the average daily traded value of the common stock during the 10 business days immediately preceding the Coventry Draw Down

Notice, (ii) $ 250,000

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

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

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

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

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

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

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

stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of

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

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 the three months ended September 30, 2023

and fiscal year 2023.

issued for conversion of convertible debt

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

Such shares were

issued on July 12, 2022.

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

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

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

and accrued interest of $ 22,330

underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 456,939 .

October 17, 2022 through December 27, 2022, the Company issued an aggregate of 380,506,070

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

per share as a result of the conversion of principal of $ 158,500 ,

and accrued interest of $ 7,191

underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 165,691 .

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

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

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

and accrued interest of $ 17,985

underlying certain outstanding convertible notes converted during such period.

The total recorded to equity was $ 435,198 .

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

ended March 31, 2023.

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

and accrued interest of $ 12,488

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

Accordingly, the fair market value of

the shares issued upon conversion was $ 369,110,

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

and $ 223,288

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

July 1, 2023 through September 30, 2023, the Company issued an aggregate of 4,898,307 shares of its common stock and common stock issuable

of 626,229 at an average contractual conversion price of $ 0.02 as a result of the conversion of principal of $ 106,454 , interest of $ 7,677

and conversion fees $ 1,437 underlying certain outstanding convertible notes converted during such period.

The total recorded to equity

was $ 229,190 including the $ 113,622 discussed below.

The common stock issuable of 626,229 shares were issued on October 3, 2023.

in the above conversions during the three months ended September 30, 2023, convertible notes with principal aggregate amount of $ 70,800 ,

accrued interest of $ 5,184 and conversion fees of $ 1,437 containing bifurcated embedded conversion option derivatives were converted

into common stock.

Accordingly, the fair market value of the shares issued upon conversion was $ 191,043 , resulting in a loss on extinguishment

at the time of conversion of $ 113,622 and $ 147,932 of derivative liability fair value was recorded as a gain on extinguishment at the

time of conversion, resulting in a net gain of $ 34,310 which is included in gain (loss) on extinguishment of debt in the accompanying

condensed consolidated statements of operations.

Company reclassified $ 34,838 from put premium liabilities to additional paid in capital following conversions during the three months

ended September 30, 2023.

Company has 3,818,041,727 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at March 31, 2023.

issued for services and accrued expenses

of June 30, 2022, there was common stock issuable of 12,270,958 for services rendered during fiscal 2022.

financing agreements at September 30, 2023.

issued for issuable shares

of June 30, 2023, there was common stock issuable of 1,621,653 as of June 30, 2023.

The common stock issuable of 1,621,653

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

October 25, 2022, the Company issued 6,111,112 shares of common stock to a consultant for services rendered in October

The Company valued these shares based on quoted trading prices on the date of grant at $ 0.0009 per share or $ 5,500 which was recorded

as stock-based consulting expense.

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

July 2022 to November 2022.

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

on the date of grant to such consultant.

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

issued upon exercise of warrants

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

issued 5,000 shares of its common stock.

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

from the exercise of 4,375

Series B Warrants for 4,375

shares of common stock, which were issued in

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

shares of common stock from the alternate cashless exercise of 960

Series A Warrants with an original exercise price of $ 200

and an alternate cashless exercise price of $ 0.001 .

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

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

of the common stock market price.

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

were issued in July 2023.

issued for exercise of warrants

the three months ended September 30, 2023, the Company issued an aggregate of 2,282,000 shares of common stock from the alternate cashless

exercise of 0.0114 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 $ 200,000 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

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down round feature being triggered.

Accordingly, the Company recognized a deemed dividend of $ 0

and $ 408,557 during the

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

the alternate cashless exercise of these warrants.

issued in connection with a convertible note

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

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

As an additional inducement

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

an aggregate of 75,000,000 shares of the common stock, which were valued using the relative fair value method at $ 37,500

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

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

Accordingly, the Company recognized deemed dividend of $ 142,575 during the three months ended September

30, 2023 and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants.

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

Chief Executive Officer and Chief Scientific Officer, respectively.

The total 0.117 restricted stock units are subject to vesting terms

as defined in such officers’ respective employment agreements.

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

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

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

2023 and June 30, 2022.

There are 59 unvested restricted stock units which are subject to various performance conditions which have not

yet been met and such restricted stock units have not yet vested as of March 31, 2023 and June 30, 2022 to which the $ 248,620 relates.

as defined in the employment agreements.

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 September 30, 2023 and June 30, 2023.

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 September 30, 2023 to which the $ 248,620 relates

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

following table summarizes warrant activity for the three months ended September 30, 2023:

OF WARRANT ACTIVITY

Outstanding at June 30, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual

Aggregate intrinsic value

* The 3,399,085

total warrants

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

at June 30, 2023

at September 30, 2023

and Exercisable:

average remaining contractual term

intrinsic value

total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:

OF WARRANT OUTSTANDING AND EXERCISABLE

Series A warrants

Series B warrants

Series C warrants

Warrants with no class

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

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

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

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

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

The Company recorded $ 2,408 of stock-based

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

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

in exchange for 2,305,000

warrants to purchase common stock at $ 0.01

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

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

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

stock price at

valuation date of $ 0.0026

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

dividend yield of zero ,

years to maturity of 3.00 ,

a risk-free rate of 3.19 %,

and expected volatility of 236 %.

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

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

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

exercise up to $ 250,000

of Series B Warrants currently held as follows:

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

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

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

Authority, Inc.

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

of Series B Warrants for 2,500

shares of common stock.

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

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

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

of Existing Warrants.

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

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

before it is modified.

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

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

The modified warrants are determined to be equity

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

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

with no class designation

the three months ended September 30, 2023, the Company issued an aggregate of 2,282,000 shares of common stock from the alternate cashless

exercise of 0.0114 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.

Granted to Lender – Related Party

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.

The Company accounted for the 15,000,000 warrants issued with this loan payable by

using the relative fair value method.

The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084

using a Black-Scholes model with the following assumptions:

stock price at valuation date of $ 0.119 based on the closing price of common

stock at date of grant, exercise price of $ 0.01 , dividend yield of zero , expected term of 3.00 , a risk-free rate of 4.59 %, and expected

volatility of 268 % and was recorded to additional paid in capital (see Note 5).

summary of the Company’s option activity during the three months ended September 30, 2023 is presented below:

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

at June 30, 2023

at September 30, 2023

and Exercisable:

average remaining contractual term

average fair value of options granted during the period

intrinsic value

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Outstanding at June 30, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual

Weighted average fair value of options

granted during the period

Aggregate intrinsic value

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

Plan”), which reserves a total of 234

shares of common stock for

issuance under the 2019 Plan.

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

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

the nine months ended March 31, 2023 and 2022, the Company recognized stock-based compensation of $ 0 and $ 41,436 , respectively, related

to vested stock options.

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

No stock options were granted during the

nine months ended March 31, 2023.

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

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

Incentive awards

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

awards and restricted stock units.

the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation of $ 0 for both periods from vested

stock options.

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

No stock options were granted during the three

months ended September 30, 2023.

8 – COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

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

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

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

3 unchanged sentences

plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure

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

The Company recorded the penalties for all three years during the

year ended June 30, 2018.

in the September 30, 2023 and June 30, 2023 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 “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.

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.

To date, no amounts

are owed under the agreement.

Collaboration

3 unchanged sentences

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

Additionally, in exchange for full ownership

of the intellectual property, the Company agreed to pay royalties of 2 % of net revenues to the University.

October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services

to the Company.

In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD),

which were paid in four installment payment of 5,000 Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 )

in December 2021 and 10,000 Euros ($ 11,715 ) in September 2022.

Additionally, the University agreed to hire and train a doctoral student

for this project and the Company agreed to pay the University 25,837 Euros ($ 30,268 USD).

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 to provide certain research services to the Company.

In consideration of such services,

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

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

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

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

In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of

net revenues to the University.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

services to the Company.

In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of net

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

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

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),

2 unchanged sentences

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

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

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

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

of March 31, 2023 and June 30, 2022, the Company has $ 40,465 and $ 14,364 , respectively, balance due to the University for unreimbursed

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2023 and June 30, 2023, the Company has $ 24,446 and $ 18,056 , respectively, balance due to the University for unreimbursed

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

of March 31, 2023 and June 30, 2022, there are no royalty fees owed to the University.

of September 30, 2023 and June 30, 2023, there are no royalty fees owed to the University.

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

provide media-related services for a monthly fee of $ 50,000 .

In addition, the Company 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.

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.

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

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

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

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

ownership multiplied by the March 31, 2023 stock price, which are included in accrued expenses and other liabilities in the

accompanying condensed unaudited consolidated balance sheets along with $ 100,000

related to the monthly fees for a total balance owed of $ 183,277

as of March 31, 2023.

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.

The Company did not renew this agreement after the end of the term on June 30, 2023.

Accordingly, the Company

has $ 0 balance owed to such consultant as of September 30, 2023.

Lease – Related Party

May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly

4 unchanged sentences

OF RIGHT OF USE ASSET

Right-of-use asset,

accumulated amortization

Lease liabilities are summarized below:

OF OPERATING LEASE LIABILITY

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 March 31, 2023 are as follows:

office lease, current portion

term portion of lease liability

future minimum lease payments under non-cancelable operating lease at September 30, 2023 are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2023 (remaining)

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease

weighted average remaining lease term for the operating lease is 2.02

years as of March 31, 2023.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

operating lease liability

weighted average remaining lease term for the operating lease is 1.52 years as of September 30, 2023.

9 – RELATED PARTY TRANSACTIONS

its inception, the Company has conducted transactions with its directors and entities related to such directors.

These transactions have

included the following:

of March 31, 2023 and June 30, 2022, the Company owed its former director a total of $ 29,777 and $ 30,746 , respectively, related to expenses

paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

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

to the Company throughout the years.

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

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

our CEO, CFO and a director, and his wife are owners and directors, for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange

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

As of March 31, 2023 and June 30, 2022, total rent payable of $ 149,129 AUD ($ 99,872 USD) and

$ 122,129 AUD ($ 84,452 USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheet.

Rent expense under this lease was $ 22,244 and $ 19,680 for the nine months ended March 31, 2023 and 2022, respectively and reflected as

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

transactions have included the following:

of September 30, 2023 and June 30, 2023, the Company owed its former director a total of $ 28,581 and $ 29,630 , respectively, related to

expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

of September 30, 2023 and June 30, 2023, the Company owed its former director a total of $ 47,567 and $ 49,314 , respectively, for money

loaned to the Company, throughout the years.

The total loans balance owed at September 30, 2023 and June 30, 2023 is not interest bearing

(see Note 5).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices 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.

The lease had a five -year term and

provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service tax for

total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.

Such 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 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 September 30,

2023 and June 30, 2023, total rent payable of $ 167,129 AUD ($ 107,430 USD) and $ 158,129 AUD ($ 105,377 USD), respectively, was included

in accrued expenses in the accompanying condensed consolidated balance sheet.

Rent expense under those lease was $ 7,149 and $ 6,373 the

three months ended September 30, 2023 and 2022, respectively and reflected as occupancy expenses – related party in the accompanying

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

payable -long-term- Related Party

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 (see Note 5).

and Services Agreements with Management

7 unchanged sentences

not to renew.

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

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.

18 unchanged sentences

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

to a February 25, 2016 board resolution, James Nathanielsz 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 to Mr.

to a February 25, 2016 board resolution, James Nathanielsz was 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.

No payments were made during the nine months

ended March 31, 2023.

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

Nathanielsz was granted a $ 460,000

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

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

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

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

A total of $ 90,000 AUD ($ 64,377

USD) in payments were made in the year ended June 30, 2019.

On July 13, 2020, the Board approved a bonus of $ 240,000 AUD being equal

to 60 % of Mr.

Nathanielsz’s base salary which was accrued as of June 30, 2020.

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

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 Company’s Common Stock.

No payments were made during the three months ended September

30, 2023 and during fiscal 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 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 $ 181,324 AUD ($ 125,386 USD) bonus payable as of June 30, 2022, which was included in accrued expenses in the accompanying

condensed consolidated balance sheet.

A total of $ 48,387 AUD ($ 33,048 USD) in payments were made in respect of the bonuses during the

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

balance of $ 107,937 AUD ($ 71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying condensed

consolidated balance sheet.

A total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the three months

ended September 30, 2023, resulting in a remaining balance of $ 82,937 AUD ($ 53,312 USD) bonus payable as of September 30, 2023 which

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

and Restated Employment Agreement

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

Restated Employment Agreement (the “Employment Agreement”) with Mr.

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

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

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

closing market price of the common stock on May 14, 2019 (or $ 4,250 ), the date of approval of such grant by the Board),

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

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.

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.

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

39 vested options and 39 restricted stock units that are considered issuable as of March 31, 2023 and June 30, 2022.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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 September 30, 2023 and June 30, 2023.

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.

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

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

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

“Services Agreement”) with Dr.

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

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

In connection with the execution of the Services

Agreement, Dr.

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

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.

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 common stock (the “Kenyon

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

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

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

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

The Kenyon Options have

a term of 10 years from the date of grant.

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

to the Services Agreement.

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

2023 and June 30, 2022.

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.

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 September 30, 2023 and June 30, 2023.

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

1 unchanged sentence

shares of common stock of the Company.

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

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

balance sheets.

Collaboration

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 (see Note 8).

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 Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of

March 31, 2023.

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

foreseeable future and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within

cumulative translation adjustment on the condensed consolidated balance sheet as accumulated other comprehensive income.

As of September 30, 2023 and June 30, 2023, total accrued salaries of $ 107,500 AUD ($ 69,101 USD)

and $ 96,000 AUD ($ 64,627 USD), respectively, were included in accrued expenses in the accompanying condensed 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 September

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

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

on the condensed consolidated balance sheet as accumulated other comprehensive income.

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

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

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

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

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

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

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

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

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

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

has not experienced any losses in such accounts through September 30, 2023.

Company primarily relied on funding from four convertible and non-convertible debt lenders and received net proceeds after deductions

of $ 34,500 for original issue discounts and debt issue costs during the three months ended September 30, 2023 from each of the four lenders

of $ 150,000 , $ 70,000 , $ 120,000 and $ 153,256 , respectively which represents approximately 30 %, 14 %, 24 % and 32 %, respectively of total

proceeds received by the Company during the three months ended September 30, 2023.

Company primarily relied on funding from three convertible debt lenders and received net proceeds after deductions of $ 33,750 for original

issue discounts and debt issue costs during the three months ended September 30, 2022 from each of the three lenders of $ 101,250 , $ 94,500

and $ 150,000 , respectively, which represents approximately 29 %, 27 % and 44 %, respectively of total proceeds received by the Company during

the three months ended September 30, 2022.

Concentration

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

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

and Patent Concentration

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

The Company’s lead patent application has

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

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

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

In Canada and Mexico, the patent

applications have been accepted as of this March 31 quarter.

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s lead patent application has been

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

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

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

In Canada and Mexico, the patent applications have been accepted as of fiscal

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

6 unchanged sentences

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

A third PCT application entered the national phase in October 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.

4 unchanged sentences

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

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

however, the majority of research

and development is being conducted in the European Union.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

however, the majority of

research and development is being conducted in the European Union.

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

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

As of March 31, 2023

As of September 30,

2023 and June 30, 2023, there has been no activity within this entity.

8 unchanged sentences

as change in fair value in operations on the issuance date.

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

which were treated as derivative instruments outstanding at March 31, 2023 and June 30, 2022, respectively.

The Company had $ 82,000 (2 notes) and $ 75,300 (2 notes) of convertible debt,

which were treated as derivative instruments outstanding at September 30, 2023 and June 30, 2023, respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

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

$ 0.0005 per share.

The volatility, expected

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

indicated in the table that follows.

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

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

OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

price of the Company’s common stock at September 30, 2023, the last trading day of the period ended September 30, 2023, was $ 0.024 .

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

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

(on new derivative

instruments entered

during the nine

March 31, 2023)

228.29 – 256.02 %

Expected Remaining Term (in years)

Risk Free Interest Rate

3.13 – 4.42 %

Expected dividend yield

BIOPHARMA, INC.

AND SUBSIDIARIES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

during the three

September 30, 2023)

Remaining Term (in years)

Free Interest Rate

dividend yield

Value Measurements:

3 unchanged sentences

The following tables summarize

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

OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

March 31, 2023

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

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

at September 30, 2023

Prices in Active Markets for Identical Assets

Other Observable Inputs

Unobservable Inputs

conversion option liabilities

June 30, 2022

at June 30, 2023

Prices in Active Markets for Identical Assets

Other Observable Inputs

Unobservable Inputs

conversion option liabilities

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

OF DERIVATIVE LIABILITIES AT FAIR VALUE

Balance at June 30, 2022

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Reduction of derivative liability upon debt

Change in fair value

included in statements of operations

Balance at March 31,

following is a roll forward for the three months ended September 30, 2023 of the fair value liability of price adjustable derivative

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

at June 30, 2023

Beginning balance

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

fair value of embedded conversion option derivative liability recorded as derivative expense

of derivative liability upon debt conversion

in fair value included in statements of operations

at September 30, 2023

Ending balance

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

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

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

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

and accrued interest of $ 6,433

underlying certain outstanding convertible notes converted during such period.

The Company reclassified $ 48,865

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

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

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

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

No fractional

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

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

warrants and equity incentive plans.

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

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

OF REVERSE STOCK SPLIT

per share data – (Pre- Split basis)

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Net loss available to Common Stockholders

Basic and diluted weighted average shares

1,924,073,522

1,115,848,071

and diluted net loss per share

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

March 31, 2023

March 31, 2022

March 31, 2023

March 31, 2022

Net loss available to Common Stockholders

Basic and diluted weighted average shares

and diluted net loss per share

October 2023 and November 2023, the Company issued an aggregate of 6,059,502 shares of its common stock at a contractual conversion price

of $ 0.001 , as a result of the conversion of principal of $ 37,800 , interest of $ 2,354 and conversion fees of $ 160 underlying certain outstanding

convertible notes converted during such period.

The Company reclassified $ 22,200 from put premium liabilities to additional paid in capital

following conversions.

issued for exercise of warrants

October 2023, the Company issued 740,000 shares of common stock from the alternate cashless exercise of 0.0037 Series A warrants.

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 $ 12,160 and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants.

of convertible notes

20, 2023 Securities Purchase Agreement

October 20, 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 “October 20, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 40,000 , 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 October 20, 2023 1800 Diagonal Note.

The October 20, 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 October

following terms shall apply to the above 1800 Diagonal note:

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

interest due under the above note, 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 note.

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.

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

The Company treats these convertible notes as stock settled debt under ASC 480.

above notes contain 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

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.

Failure 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.

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

and the Company must pay 1800 Diagonal 150 % of the then-outstanding principal amount of the above 1800 Diagonal notes, plus any interest

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

Further, upon any event of default

relating to the failure to issue shares of common stock upon the conversion of such notes, such notes become immediately due and payable

in an amount equal to twice the Default Amount.

BIOPHARMA, INC.

AND SUBSIDIARIES

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

OF PRO FORMA EFFECT OF REVERSE STOCK SPLIT

March 31, 2023

Total Liabilities

Stockholders’ Deficit:

( 2,618,677 )

Common Stock Issuable

Additional Paid In Capital

Subscription Receivable

Accumulated Other Comprehensive

Accumulated Deficit

( 63,878,972 )

Total Stockholders’

( 2,941,414 )

Total Liabilities and

Basic and Stockholders’ deficit

Effect June 30, 2022

Total Liabilities

Stockholders’ Deficit:

Series A Preferred Stock

Common Stock Issuable

Additional Paid In Capital

Subscription Receivable

Accumulated Other Comprehensive

Accumulated Deficit

( 61,557,893 )

Total Stockholders’

( 3,023,649 )

Total Liabilities and

Basic and Stockholders’ deficit

Capital Partners, LLC Securities Purchase Agreement

October 12, 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 $ 61,000 ,

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

GS Capital Note contains a $ 3,500 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 April 12, 2024 .

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.

The initial conversion price

for the GS Capital Note is equal to $0.015 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to

$0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten 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

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 125 % 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.

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 %.

above GS Capital note will be bifurcated from the embedded conversion option which shall be recorded as derivative liabilities at fair

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

What changed 10-Q

Item 1. Financial Statements