What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-11-14 compared with 2023-05-15 · 258 added, 202 removed, 138 unchanged (77% of the section changed)

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Note Regarding Forward-Looking Information

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its

wholly-owned Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of March

31, 2023 and for the nine months ended March 31, 2023 and 2022 should be read in conjunction with our unaudited financial statements

and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the

period ended March 31, 2023 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of

Financial Condition and Results of Operations section to “us”, “we”, “our” and similar terms

refer to Propanc.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate to

business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or

anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of

our operating results.

The words “aim”, “anticipate”, “believe”, “continue”,

“could”, “estimate”, “expect”, “feel”, “forecast”, “intend”,

“may,”, “outlook”, “plan”, “potential”, “predict”,

“project,”, “seek”, “should”, “will”, “would” and their opposites and similar expressions, are intended

to identify forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and

are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the

accuracy of the statements and the projections upon which the statements are based.

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2023 and

for the three months ended September 30, 2023 and 2022 should be read in conjunction with our unaudited financial statements and the

notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended

September 30, 2023 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial

Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate

to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated

benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating

The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”,

“expect”, “feel”, “forecast”, “intend”, “may,”, “outlook”, “plan”,

“potential”, “predict”, “project,”, “seek”, “should”, “will”,

“would” and their opposites and similar expressions, are intended to identify forward-looking statements.

We caution you

that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other

influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the

statements are based.

actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.

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

The Company was originally formed in Melbourne, Victoria, Australia on

October 15, 2007 as Propanc PTY LTD.

On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware and in January 2011, to reorganize our

Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc

PTY LTD became our wholly-owned subsidiary.

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

better reflect our current stage of operations and development.

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

On November 23, 2010, Propanc

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

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

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

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

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inactive precursors of enzymes.

On May 1, 2023, the Company filed a certificate of amendment (the “Certificate

of Amendment”) to its certificate of incorporation, as amended (the “Certificate of Incorporation”), to effect a one-for-one

thousand reverse stock split (the “Reverse Stock Split”) of its outstanding shares of common stock, par value $0.001 per share

(the “Common Stock”), effective as of May 1, 2023.

In connection with the Reverse Stock Split, the Company submitted an issuer

company-related action notification form to the Financial Industry Regulatory Authority, Inc.

(“FINRA”) notifying FINRA of

the Reverse Stock Split.

The processing of the effects of the Reverse Stock Split by FINRA on the reported price of the Common Stock on

the Pink® Open Market operated by the OTC Markets Group Inc.

will occur at the time that the Reverse Stock Split is announced by FINRA

on its over-the-counter daily list, which has not occurred as of the date of this Quarterly Report.

7, 2023, POP1 Joint Research and Drug Discovery Program

November 7, 2023, results reported by the Company’s joint researcher, Mrs.

Belén Toledo Cutillas, MSc, at the laboratory

of Professor Macarena Perán, PhD, University of Jaén, Granada, Spain, showed that PRP enhances the sensitivity of resistant

pancreatic tumor cells to standard chemotherapy treatment and alters the tumor microenvironment by decreasing the fibrotic tissue and

its malignancy (ability to spread into surrounding tissues).

Results from the experiments demonstrates the effects of PRP on reducing

chemoresistance in pancreatic tumor cells, which is a significant issue among pancreatic adenocarcinoma (PDAC) patients who have a poor

5-year survival rate of less than eight percent.

As a result, the Company plans to investigate the clinical effects of PRP where an opportunity

for a combinatorial therapeutic strategy may be uncovered to treat these resistant tumors

20, 2023 Purchase Agreement

October 20, 2023, Propanc Biopharma, Inc.

(the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase a convertible promissory

note from the Company in the aggregate principal amount of $40,000 (the “Note”), such principal and the interest thereon

convertible into shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), at the option of

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

The transaction closed on

October 29, 2023, and the Company intends to use the net proceeds therefrom for general working capital purposes.

conversion price for the Note is equal to 65% of the market price of the Common Stock, which is based on the average of the lowest three

trading prices of the Common Stock for the ten trading days immediately prior to the delivery of a notice of conversion of the Note.

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

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

Pursuant to the

Note, the Company is required to maintain an initial reserve of at least 500% of the number of Conversion Shares, subject to any increase

or decrease of such reserved amount to reflect the Company’s obligations under the Note.

maturity date of the Note is October 20, 2024, and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

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

but unpaid interest due under the Note, together with any other amounts that the Company may owe the Investor under the terms of the

Note, at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the Investor, which increases

to (i) 115% if prepaid after 60 days, but less than 91 days from the issuance date, (ii) 120% if prepaid after 90 days, but less than

121 days from the issuance date, (iii) 125% if prepaid after 120 days, but less than 151 days from the issuance date, and (iv) 129% if

prepaid after 150 days, but less than 181 days from the issuance date.

After this initial 180-day period, the Company does not have a

right to prepay the Note.

Additionally, pursuant to the Note, so long as the Note is outstanding, the Company agreed not to sell, lease

or otherwise dispose of all or substantially all of its assets outside the ordinary course of business which would render the Company

a “shell company” as defined in Rule 144 of the Securities Act, without the Investor’s consent.

Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of

the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets

Group) or an equivalent replacement exchange, failure to comply with its reporting requirements under the Securities Exchange Act of

1934, as amended (the “Exchange Act”), a default by the Company under any other agreements entered into with the Investor,

as well as certain customary events of default set forth in the 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 Note.

an event of default, the Note will become immediately due and payable by the Company in an amount equal to 150% of an amount equal to

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

12, 2023 Purchase Agreement

October 12, 2023, Propanc Biopharma, Inc.

(the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an investor (the “Investor”), pursuant to which the Investor agreed to purchase a convertible redeemable

promissory note from the Company in the aggregate principal amount of $61,000 (the “Note”), for a purchase price of $57,500.

The transaction closed on October 16, 2023, and the Company intends to use the net proceeds therefrom for general working capital purposes.

principal and interest on the Note is convertible into shares of common stock of the Company, par value $0.001 per share (the “Common

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

The initial conversion price for the Conversion

Shares issuable under the Note is equal to $0.015 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

to $0.0075 per share in the event that the market price of the Common Stock trades below $0.01 per share for more than five consecutive

trading days.

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

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

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

Pursuant to the Note, in the event that such conversion

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

split of its Common Stock, as applicable.

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

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

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

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

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

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

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

obligations under the Note.

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

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

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

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

conversion price then in effect.

maturity date of the Note is April 12, 2024 and the Note bears interest at a rate of 8% per annum, which may be increased to 24% in the

event of a default.

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

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

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

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

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

Note contains certain events of default, including failure to timely issue the Conversion Shares, failure to maintain the listing of

the Common Stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets

Group) or an equivalent replacement exchange or lose the “bid” price of its Common Stock on such exchange (if the latter

occurs, the outstanding principal amount under the Note will increase by 20%), failure to comply with its reporting requirements with

Securities and Exchange Commission, a breach of certain covenants in the Purchase Agreement, default by the Company under any

other note issued to the Investor, as well as certain customary events of default set forth in the 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 Note.

Upon an event of default, the Note will become immediately due and payable by the Company.

of Operations

following discussion should be read in conjunction with the Company’s unaudited condensed consolidated financial statements

and notes thereto included elsewhere in this Quarterly Report.

The results discussed below are of the Company and its wholly-owned

Australian subsidiary, Propanc PTY LTD.

the Three and Nine months ended March 31, 2023, as compared to the Three and Nine months ended March 31, 2022.

the three and nine months ended March 31, 2023 and 2022, we generated no revenue because we are currently undertaking research and development

following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto

included elsewhere in this Report.

The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc

the Three months ended September 30, 2023, as compared to the Three months ended September 30, 2022.

the three months ended September 30, 2023 and 2022, we generated no revenue because we are currently undertaking research and development

activities for market approval and no sales were generated in this period.

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Administration

expense decreased to $311,824 for the three months ended March 31, 2023, as compared to $443,629 for the three months ended March

This decrease of approximately $132,000 is primarily attributable to a decrease of approximately $90,000 in stock-based

expenses, a decrease in accounting fees of approximately $11,000, a decrease in general consulting, legal and investor relation fees

of approximately $56,000, offset by increases in employee remuneration expense of approximately $22,000, and general consulting,

legal and investor relation fees of approximately $3,000.

Administration

expense increased to $1,302,576 for the nine months ended March 31, 2023, as compared to $1,221,533 for the nine months ended March

This increase of approximately $81,000 is primarily attributable to an increase of approximately $95,000 in general

consulting, legal and investor relation fees, an increase in other general and administrative expenses of approximately $7,000, an

increase of approximately $185,000 in employee remuneration expense, an increase in marketing expenses of $7,000, offset by

decrease in stock-based expenses of approximately $211,000 and a decrease in accounting fees of approximately $2,000.

expenses increased to $8,365 for the three months ended March 31, 2023, as compared to $8,157 for the three months ended March 31, 2022.

This increase of $208 is primarily attributable to exchange rate movements over the period when compared to the same period in 2022.

expenses decreased to $22,244 for the nine months ended March 31, 2023, as compared to $22,443 for the nine months ended March 31, 2022.

This decrease of $199 is primarily attributable to exchange rate movements over the period when compared to the same period in 2022.

expense decreased to $393,828 for the three months ended September 30, 2023 as compared to $465,132 for the three months ended September

This decrease of approximately $71,000 is primarily attributable to a decrease of approximately $103,000 in general consulting,

legal and investor relation fees and decrease in stock-based expenses of approximately $2,000, offset by increase in accounting fees

of approximately $9,000, increase of approximately $24,000 in employee remuneration expense and increase in other general and administrative

expenses of approximately $1,000.

expenses increased to $7,149 for the three months ended September 30, 2023 as compared to $6,373 for the three months ended September

This increase of approximately $800 is primarily attributable to exchange rate movements over the period when compared to the

same period in 2022.

and Development Expenses

and development expenses increased to $66,020 for the three months ended March 31, 2023, as compared to $50,395 for the three months ended

March 31, 2022.

Research and development expenses increased to $242,223 for the nine months ended March 31, 2023, as compared to $147,702

for the nine months ended March 31, 2022.

The increase in research and development expenses is primarily attributable to the two-year

collaboration agreement with University of Jaén, which was executed in October 2020 to provide certain research services to the

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

to provide certain research and experiment services to the Company.

expense decreased to $157,208 for the three months ended March 31, 2023, as compared to $167,375 for the three months ended March 31,

Interest expense primarily comprised approximately $142,000 of debt discount amortization and accretion of put premium and

interest expense from accrual of interest expense and other financing fees for a total of approximately $15,000 for the three months

ended March 31, 2023.

This decrease in interest expense of $10,167 is primarily attributable to the decrease of approximately $50,000

in accretion of put premium offset by increase in amortization of debt discount of approximately $40,000.

expense decreased to $418,579 for the nine months ended March 31, 2023, as compared to $455,133 for the nine months ended March 31, 2022.

Interest expense primarily comprised approximately $371,000 of debt discount amortization and accretion of put premium and interest

expense from accrual of interest expense and other financing fees for a total of approximately $47,000 for the nine months ended March

This decrease in interest expense of $36,554 is primarily attributable to the decrease of approximately $149,000 in accretion

of put premium offset by increase in amortization of debt discount of approximately $113,000.

and development expenses were decreased to $16,242 for the three months ended September 30, 2023 as compared to $101,325 for the three

months ended September 30, 2022.

The decrease in research and development expenses of $85,083 is primarily due to budgetary constraints

as the Company prepares to advance PRP to a First-In-Human study in advanced cancer patients in 2024.

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

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

synthetic recombinant version of PRP.

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

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

effects of pancreatic proenzymes against the tumor microenvironment.

expense increased to $178,234 for the three months ended September 30, 2023, as compared to $162,752 for the three months ended September

Interest expense is primarily comprised of approximately $175,000 of debt discount amortization and accretion of put premium

and interest expense from accrual of interest expense and other financing fees for a total of approximately $3,000 for the three

months ended September 30, 2023.

increase in interest expense of $15,482 is primarily attributable to the increase in amortization of debt discount of approximately $38,000,

offset by decrease of approximately $27,000 in accretion of put premium.

expense were increased to $77,721 for the three months ended September 30, 2023 as compared to a loss of $0 for the three months ended

September 30, 2022.

This increase is primarily attributable to the issuance of a convertible note in August 2023 to GS Capital which

initial value was bifurcated from the embedded conversion option and was recorded as derivative expense.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities were decreased to a loss of $(238,367) for the three months ended March 31, 2023, as compared to

a gain of $165,365, for the three months ended March 31, 2022.

Change in fair value of derivative liabilities were increased to a loss

of $(110,859) for the nine months ended March 31, 2023, as compared to a loss of $(2,392) for the nine months ended March 31, 2022.

This increase

in loss during the three and nine months ended March 31, 2023 of approximately $404,000 and $108,000, respectively, is primarily attributable

to an increase in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a

result of the decrease in the conversion prices of such notes during the nine months ended March 31, 2023.

in fair value of derivative liabilities were increased to a gain of $ 303,929 for the three months ended September 30, 2023 as compared

to a gain of $65,173 for the three months ended September 30, 2022.

This increase in gain of approximately $239,000 is primarily attributable

to a decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a

result of the decrease in stock prices during the three months ended September 30, 2023.

from Settlement of accounts payable

from settlement of accounts payable was $17,499 for the nine months ended March 31, 2023, as compared to $0 for the nine months ended

March 31, 2022.

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

of $23,050 in exchange for 2,305,000 warrants to purchase Common Stock at $0.01 per share with an expiry date of

August 16, 2025 and fair market value of $5,551.

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

during the nine months ended March 31, 2023.

from settlement of accounts payable was $0 for the three months ended September 30, 2023 as compared to $17,499 for the three months

ended September 30, 2022.

On August 16, 2022, the Company and a third-party investor relations consultant agreed to settle an outstanding

payable of $23,050 in exchange for 2,305,000 warrants to purchase the Company’s common stock at $0.01 per share with an expiry

date of August 16, 2025 and fair market value of $5,551.

Accordingly, the Company recognized gain from settlement of accounts payable

of $17,499 during the three months ended September 30, 2022.

on Extinguishment of Debt, net

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

$12,488 which contained 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

fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,334.

Additionally,

during the nine months ended March 31, 2023, the Company recognized the remaining put premium of $43,520 related to a convertible

note into gain on extinguishment of debt.

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

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

extinguishment of debt of $32,186 for the nine months ended March 31, 2023.

the three months ended September 30, 2023 notes with principal amounts totaling $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.

the three months ended September 30, 2022, notes with principal amounts totaling $79,000 and accrued interest of $9,543 contained bifurcated

embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued was $195,952, resulting in a loss on

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

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

Currency Transaction Gain (Loss)

currency transaction decreased to a loss of $19,025 for the three months ended March 31, 2023, as compared to a gain of $41,717 for

the three months ended March 31, 2022.

Foreign currency transaction decreased to a gain of $3,210 for the nine months ended March

31, 2023, as compared to a gain of $40,631 for the nine months ended March 31, 2022.

The decrease of approximately $60,000 and

$37,000 for such three and nine month periods, respectively, is partially attributable to the decrease in exchange rates during the

three and nine months ended March 31, 2023.

loss increased to $809,809 for the three months ended March 31, 2023, as compared to a net loss of $462,687 for the three months ended

March 31, 2022.

Net loss increased to $1,912,522 for the nine months ended March 31, 2023, as compared to a net loss of $1,753,322 for

the nine months ended March 31, 2022.

currency transaction gain (loss) decreased to a loss of ($15,948) for the three months ended September 30, 2023 as compared to a gain

of $36,223 for the three months ended September 30, 2022.

This decrease of approximately $52,000 is partially attributable to the decrease

in exchange rates during the three months ended September 30, 2023.

loss decreased to $350,866 for the three months ended September 30, 2023 as compared to a net loss of $617,295 for the three months ended

September 30, 2022.

The change relates to the factors discussed above.

4 unchanged sentences

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 dividends of $0 and $237,389 during the three months ended March 31, 2023 and 2022, respectively,

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

the three months ended March 31, 2023 and 2022, respectively.

The Company recognized deemed dividend of $408,557 and $445,631 during

the nine months ended March 31, 2023 and 2022, respectively, and a corresponding reduction of income available to common stockholders

upon the alternate cashless exercise of these warrants during the nine months ended March 31, 2023 and 2022, respectively.

Accordingly, the Company recognized deemed dividend of $142,575 and $389,235 during the three months ended September 30, 2023 and 2022,

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

warrants during the three months ended September 30, 2023 and 2022, respectively.

loss available to common stockholders

loss available to common stockholders increased to $809,809 for the three months ended March 31, 2023, as compared to a net loss available

to common stockholders of $700,076 for the three months ended March 31, 2022.

Net loss available to common stockholders increased to

$2,321,079 for the nine months ended March 31, 2023, as compared to a net loss available to common stockholders of $2,198,953 for the

nine months ended March 31, 2022.

increase during the three and nine months periods are primarily attributable to the change relates to the factors discussed above.

loss available to common stockholders decreased to $493,441 for the three months ended September 30, 2023 as compared to a net loss available

to common stockholders of $1,006,530 for the three months ended September 30, 2022.

This decrease of approximately $513,000 is primarily

attributable to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of March 31, 2023, we had total assets of $143,742, comprised primarily of cash of $93,241, GST tax receivable of $3,334, security deposits

of $2,009, operating lease ROU asset, net of $44,524, and property and equipment, net of $634.

As compared to June 30, 2022, we had total

assets of $81,651, comprised primarily of cash of $4,067, GST tax receivable of $2,342, prepaid expenses and other current assets of

$8,621, property and equipment, net, of $2,023, operating lease ROU asset, net of $62,523, and security deposit of $2,075.

had current liabilities of $3,060,217, primarily comprising net convertible debt of $519,718, loan payable of $65,280, accrued interest

of $56,661, accounts payable and accrued expenses of $1,605,649, employee benefit liability of $579,888, and embedded conversion option

liabilities of $132,501 as of March 31, 2023.

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

net convertible debt of $926,438, accrued interest of $57,822, accounts payable and accrued expenses of $1,409,138, employee benefit

liability of $415,799, and embedded conversion option liabilities of $151,262.

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

of September 30, 2023, we had total assets of $180,371, comprised primarily of cash of $6,625, GST tax receivable of $2,634, prepaid

expenses and other current assets of $20,376, refundable advance deposit of $116,169, security deposit of $1,928, operating lease ROU

asset, net of $32,479, and property and equipment, net of $160.

As compared to June 30, 2023, we had total assets of $60,328, comprised

primarily of cash of $10,047, GST tax receivable of $2,867, prepaid expenses and other current assets of $6,125, property and equipment,

net, of $302, operating lease ROU asset, net of $38,988, and security deposit of $1,999.

had current liabilities of $3,133,113, primarily comprised of net convertible debt of $397,443, accounts payable and accrued expenses

of $1,081,316, employee benefit liability of $579,083, loan payable of $65,280, note payable, net of $126,000 and embedded conversion

option liabilities of $119,069 as of September 30, 2022.

As compared to June 30, 2022, we had current liabilities of $3,158,229, primarily

comprised of net convertible debt of $390,539, loan payable of $65,280, accounts payable and accrued expenses of $1,546,425, employee

benefit liability of $587,618, and embedded conversion option liabilities of $423,209.

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

The cash was used primarily

for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants and travel.

During the nine months ended March 31, 2023, we received proceeds from

the exercise of warrants of $375,000, proceeds from the issuance of convertible notes and notes payable of $590,250, proceeds from the

sale of shares of our Common Stock of $24,711 and proceeds from the collection of subscription receivables of $23,758.

the three months ended September 30, 2023 we received proceeds from issuance of note of $120,000, proceeds from issuance of convertible

notes of $220,000, and proceeds from issuance of loan payable from a related party of $153,256.

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

As of March 31, 2023, we had $93,241

As of September 30, 2023, we had

$6,625 in cash.

We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business plan.

requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we presently do

not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources are unavailable

at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing from financial

institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain such financing

would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability

to complete ongoing activities in connection with our research and development programs.

Such capital requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we

presently do not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources

are unavailable at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing

from financial institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain

such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting

our ability to complete ongoing activities in connection with our research and development programs.

and Uses of Cash

the Nine Months Ended

Net cash used in operating activities

$ (1,025,306 )

Net cash provided by financing activities

Effect of exchange rate changes on cash

the Three months ended September 30,

cash used in operating activities

cash provided by financing activities

of exchange rate changes on cash

Cash Flow from Operating Activities

Net cash used in operating activities was $927,278 for the nine months

ended March 31, 2023, due to our net loss of $1,912,522, offset primarily by non-cash charges of amortization of debt discount of $138,014,

stock-based compensation of $59,219, accretion of put premium of $232,674, change in fair value of derivatives of $110,859, gain on extinguishment

of debt of $32,186 and gain from settlement of accounts payable of $17,499.

Net changes in operating assets and liabilities totaled $479,999,

which are primarily attributable to a decrease in prepaid expenses and other assets $8,348, an increase in employee benefit liabilities

of $177,198, an increase in accrued interest of $46,347, an increase in accrued expenses and other payables of $236,034, and an increase

in accounts payable of $27,953.

Net cash used in operating activities was $1,025,306 for the nine months

ended March 31, 2022, due to our net loss of $1,753,322, offset primarily by non-cash charges of amortization of debt discount of $24,942,

stock-based compensation of $62,154, accretion of put premium of $380,962, change in fair value of derivatives of $2,392 and issuance

and amortization of common stock for services of $222,452.

Net changes in operating assets and liabilities totaled $71,992, which is primarily

attributable to an increase in employee benefit liability of $23,816, an increase accrued interest of $45,495, and an increase in accrued

expenses and other payables of $43,285, offset by a decrease in accounts payable of $34,319.

cash used in operating activities was $333,457 for the three months ended September 30, 2023, due to our net loss of $350,866 offset

primarily by non-cash charges of amortization of debt discount of $69,457, non-cash interest expense of $1,437, accretion of put premium

of $88,846, derivative expense of $77,721, foreign currency transaction loss of $15,948, addback change in fair value of derivatives

of $303,929 and gain from extinguishment of debt of $34,310.

Net changes in operating assets and liabilities totaled $96,977, which is

primarily attributable to increase in prepaid expense of $14,468, increase in refundable advance deposit of $116,169, increase accrued

interest of $15,712, increase in accounts payable of $148,834, and increase in accrued expenses and other payables of $55,693.

cash used in operating activities was $509,315 for the three months ended September 30, 2022, due to our net loss of $617,295 offset

primarily by non-cash charges of amortization of debt discount of $31,275, stock-based compensation of $2,408, accretion of put premium

of $115,769, change in fair value of derivatives of $65,173 and issuance and gain from settlement of debt of $17,499.

Net changes in

operating assets and liabilities totaled $71,209, which is primarily attributable to increase in employee benefit liability of $10,415,

increase accrued interest of $13,430, increase in accrued expenses and other payables of $15,162, and increase in accounts payable of

Cash Flow from Financing Activities

cash provided by financing activities for the nine months ended March 31, 2023 was $1,013,719, as compared to $1,116,500 for the

nine months ended March 31, 2022.

During the nine months ended March 31, 2023, we received proceeds from the exercise of warrants of

$375,000, proceeds from the sale of shares of our Common Stock of $24,711, collections of subscription receivables of $23,758, and

net proceeds from the issuance of convertible notes and a note payable of $590,250.

cash provided by financing activities for the nine months ended March 31, 2022 was $1,116,500.

During the nine months ended March

31, 2022, we received proceeds from the exercise of warrants of $475,000 and net proceeds from the issuance of convertible notes of

cash provided by financing activities for the three months ended September 30, 2023 were $350,347 as compared to $494,219 for the three

months ended September 30, 2022.

During the three months ended September 30, 2023 we received net proceeds from issuance of convertible

notes of $220,000, proceeds from issuance of note of $120,000, proceeds from issuance of loan from a related party of $153,256 offset

by repayment of convertible note of $142,909.

the three months ended September 30, 2022 we received proceeds from the exercise of warrants of $100,000, proceeds from sale of common

stock of $24,711, collections of subscription receivable of $23,758, and net proceeds from issuance of convertible notes of $345,750.

of Exchange Rate

effect of the exchange rate on cash resulted in a $2,733 positive adjustment to our cash flows in the nine months ended March 31,

2023, as compared to a $40,436 positive adjustment to our cash flows in the nine months ended March 31, 2022.

The reason for the

fluctuation is due to the application of currency translation rates throughout our cash flow statement, the volume of transactions

within each period and the daily fluctuation in exchange rates.

effect of the exchange rate on cash resulted in a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023

as compared to a $30,425 positive adjustment to cash flows in the three months ended September 30, 2022.

The reason for the fluctuation

is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period

and the daily fluctuation in exchange rates.

Accounting Estimates

22 unchanged sentences

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

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

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

a component of other comprehensive income.

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

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

of other comprehensive income.

for Income Taxes:

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Notes with Variable Conversion Options :

We have entered into convertible notes, some of which contain variable conversion

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

around a fixed discount to the price of the Common Stock at the time of conversion.

We treat these convertible notes as stock

settled debt under ASC 480 and measure the fair value of the notes at the time of issuance, which is the result of the share price

discount at the time of conversion, and record the put premium as accretion to interest expense.

We have entered into convertible notes, some of which contain variable conversion options,

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

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

We treat these convertible notes as stock settled debt under ASC

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

and record the put premium as accretion to interest expense.

and Development Tax Credits :

15 unchanged sentences

Concern Qualification

did not generate any revenue for the nine months ended March 31, 2023 and 2022 and have incurred significant losses and cash used in

operations, and such losses and use of cash are expected to continue.

did not generate any revenue for the three months ended September 30, 2023 and 2022 and have incurred significant losses and cash used

in operations, and such losses and use of cash are expected to continue.

Our independent registered public accounting firm has included

a “Going Concern Qualification” in its audit report for each of the fiscal years ended June 30, 2022 and 2021.

a “Going Concern Qualification” in their audit report for each of the fiscal years ended June 30, 2023 and 2022.

we have negative working capital and convertible debt that is past maturity that we are currently negotiating with lenders in order to

21 unchanged sentences

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 2. Management’s Discussion and Analysis