What changed in this filing

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Item 1. Financial Statements

2024-02-20 compared with 2023-11-14 · 525 added, 435 removed, 1244 unchanged (44% of the section changed)

4 unchanged sentences

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)

Condensed Consolidated Balance Sheets at December 31, 2023 (unaudited) and June 30, 2023

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and six months in the periods ended December 31, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

1 unchanged sentence

AND SUBSIDIARY

BIOPHARMA, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

3 unchanged sentences

current assets

Refundable advance deposit

advance deposit

TOTAL CURRENT ASSETS

2 unchanged sentences

assets, net - related party

Property and equipment,

and equipment, net

AND STOCKHOLDERS’ DEFICIT

3 unchanged sentences

Accrued interest

Loans payable - related

Loans payable

Note payable, net of discount

8 unchanged sentences

- related party

Employee benefit liability

benefit liability

TOTAL CURRENT LIABILITIES

2 unchanged sentences

- related party, net of discount

Operating lease liability

- long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Commitments and Contingencies

4 unchanged sentences

500,000 shares previously authorized;

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

0 shares issued and outstanding as of December 31, 2023 and June 30, 2023

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

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

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

Preferred stock, value

2 unchanged sentences

shares authorized;

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 September 30, 2023 and June 30, 2023, respectively)

36,169,023 and 6,031,250 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively

Common stock issuable ( 0 and 1,621,653 shares

as of December 31, 2023 and June 30, 2023, respectively)

Additional paid-in capital

Subscription receivable

Accumulated other comprehensive

2 unchanged sentences

( 64,684,732 )

Treasury stock ( 0.001 share)

TOTAL STOCKHOLDERS’

Treasury stock ($0.001

STOCKHOLDERS’ DEFICIT

( 3,563,599 )

( 3,117,179 )

TOTAL LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended September 30,

the three months ended December 31,

the six months ended December 31,

OPERATING EXPENSES

1 unchanged sentence

Occupancy expenses - related

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

and development

OPERATING EXPENSES

FROM OPERATIONS

( 1,180,834 )

OTHER INCOME (EXPENSE)

7 unchanged sentences

Gain (loss) on extinguishment

Foreign currency transaction

TOTAL OTHER INCOME (EXPENSE),

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

LOSS BEFORE TAXES

1 unchanged sentence

( 1,232,034 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON

$ ( 584,384 )

$ ( 485,418 )

BASIC AND DILUTED NET LOSS

PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES

$ ( 935,250 )

$ ( 1,102,713 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 618,969 )

$ ( 504,740 )

$ ( 1,112,410 )

$ ( 1,511,270 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON

1 unchanged sentence

$ ( 504,740 )

$ ( 1,112,410 )

$ ( 1,511,270 )

OTHER COMPREHENSIVE INCOME

Unrealized foreign currency

translation gain (loss)

TOTAL OTHER COMPREHENSIVE

INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

$ ( 753,449 )

$ ( 612,552 )

$ ( 1,173,216 )

$ ( 1,492,686 )

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

1 unchanged sentence

AND SUBSIDIARY

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

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

Comprehensive

Stockholders’

Stock Issuable

Comprehensive

3 unchanged sentences

$ ( 3,023,649 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

issuable shares

Issuance of common stock for

Issuance of common stock for cash

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

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

alternate cashless exercise of warrants

Reclassification of put premium

upon debt conversion

Stock based compensation in

connection with stock warrant grant

Warrant grant for settlement

of accounts payable

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Reclassification of put premium upon debt conversion

Stock based compensation in connection with

stock warrant grant

Warrant grant for settlement of accounts payable

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise

Net loss for the three months ended September

2 unchanged sentences

( 2,767,535 )

Stock Issuable

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

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 services

Issuance of common stock in connection with

a note payable

Reclassification of put premium upon debt conversion

Foreign currency translation loss

Deemed dividend upon alternate cashless exercise

Net loss for the three months ended December

Balance at December

$ ( 63,069,163 )

$ ( 2,915,417 )

Comprehensive

3 unchanged sentences

$ ( 3,117,179 )

$ ( 64,684,732 )

$ ( 3,117,179 )

Issuance of common stock for

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cashless exercise of warrants

Net loss for the three months ended September 30, 2023

Balance at September 30, 2023

Net loss for the three

months ended September 30, 2023

at September 30, 2023

$ ( 65,178,173 )

$ ( 2,989,259 )

at September 30, 2023

$ ( 65,178,173 )

$ ( 2,989,259 )

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

alternate cashless exercise of warrants

Issuance of common stock for

issuable shares

Reclassification of put premium

upon debt conversion

Issuance of common stock for

Foreign currency translation

Deemed dividend upon alternate

cashless exercise of warrants

Net loss for the three

months ended December 31, 2023

at December 31, 2023

$ ( 65,797,142 )

$ ( 3,563,599 )

$ ( 65,797,142 )

$ ( 3,563,599 )

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

the three months ended September 30,

the six months ended December 31,

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

7 unchanged sentences

Derivative expense

(Gain) loss on extinguishment

Gain on extinguishment

Gain from settlement of

2 unchanged sentences

Accretion of put premium

in Assets and Liabilities:

Changes in Assets

and Liabilities:

GST receivable

5 unchanged sentences

Accrued interest

Operating lease liability

NET CASH USED IN OPERATING

lease liability

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING

8 unchanged sentences

Collection of subscription

Proceeds from the exercise

NET CASH PROVIDED BY FINANCING

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE (DECREASE)

CASH AT BEGINNING OF PERIOD

NET INCREASE IN CASH

CASH AT BEGINNING OF

CASH AT END OF PERIOD

Disclosure of Cash Flow Information

Cash paid during the period:

paid during the period:

Disclosure of Non-Cash Investing and Financing Activities

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

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

discounts related to derivative liability

fair value of warrant granted in connection with a loan payable - related party

grant for settlement of accounts payable

issued for accrued services

dividend upon alternate cashless exercise of warrants

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

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

As of June 30, 2023,

As of December 31,

2023, there has been no activity within this entity.

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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

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

and 2022 and cash flows for the six months ended December 31, 2023 and 2022 and our consolidated financial position at December 31, 2023

have been made.

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

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

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Propanc (UK) Limited

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

was an inactive wholly-owned subsidiary through December 31, 2023.

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the

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

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

December 31, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ ( 408,000 ) and $ 485,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of December 31, 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 December 31, 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:

4 unchanged sentences

AUD exchange rate

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

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

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

1 unchanged sentence

Balance, June 30, 2023

Unrealized foreign currency translation gain

Ending balance, September 30, 2023

Unrealized foreign currency

translation loss

Ending balance, December 31, 2023

Value of Financial Instruments and Fair Value Measurements

30 unchanged sentences

There were no cash equivalents

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.

as of December 31, 2023 or June 30, 2023.

Advance Deposit

advance deposit of $ 123,127 and $ 0 at December 31, 2023 and June 30, 2023, respectively, consists primarily of a deposit paid to a potential

lender to be used as payment for a loan insurance premium related to a future loan transaction with the Company.

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 going through the loan process.

and Equipment

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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.

products are not currently approved for market, all patent costs incurred from 2013 through December 31, 2023 were expensed immediately.

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

21 unchanged sentences

which are disclosed as operating cash flows.

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.

of December 31, 2023, and June 30, 2023, the Company was owed $ 3,908 and $ 2,867 , respectively, from the Australian Taxation Office.

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

23 unchanged sentences

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 September 30, 2023 and 2022 were $ 16,242 and $ 101,325 , respectively.

Total research and development costs for the six months ended December 31, 2023 and 2022 were $ 130,264 and $ 176,203 , respectively.

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

9 unchanged sentences

is applied to that gross amount.

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

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

the six months ended December 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 $ 128,620 and $ 129,321 , respectively, which is reflected as a tax benefit in the accompanying

consolidated statements of operations and comprehensive income (loss).

Based Compensation

78 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

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

For the six months ended December 31, 2023, the Company had no revenues, had a net loss of $ 935,250 ,

and had net cash used in operations of $ 572,342 .

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

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

deficit and accumulated deficit of $ 3,551,427 , $ 3,563,599 , and $ 65,797,142 , respectively.

11 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3 – PROPERTY AND EQUIPMENT

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

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

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

1 unchanged sentence

Accumulated depreciation

Total property, plant, and equipment

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

Total property, plant,

and equipment

expense for the three months ended December 31, 2023 and 2022 were $ 114 and $ 422 , respectively.

Depreciation expense for the six months

ended December 31, 2023 and 2022 were $ 248 and $ 895 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

5 unchanged sentences

The total amount owed the former director

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

at December 31, 2023 and June 30, 2023 were $ 30,293 and $ 29,630 , respectively.

The Company plans to repay the advances as its cash resources

1 unchanged sentence

from Former Director - Related Party

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

from the Company’s former director at December 31, 2023 and June 30, 2023 were $ 50,416 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

The Company did not repay any amount on this loan during the six months ended December 31, 2023

and 2022, respectively (see Note 9).

payable - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 16,429 .

The loans bear no interest and are payable on demand.

The loans payable amounted to $ 16,429 and $ 0 as of December 31, 2023 and June 30,

2023, respectively.

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:

July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,

pursuant to which such investor loaned the Company an aggregate of $ 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 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 %.

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.

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

interest from this loan amounted to $ 7,516 as of December 31, 2023.

Amortization of debt discount from this loan for the six months ended

December 31, 2023 was $ 23,042 .

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 118,042 as

of December 31, 2023 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term –

related party, net of discount of $ 35,214 .

2 unchanged sentences

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).

had a remaining principal balance of $ 65,280 as of December 31, 2023 (see Note 6).

The maturity date of the Crown Bridge Note was October

10 unchanged sentences

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

The total accrued interest from this loan amounted to $ 40,658 and $ 35,722 as of December 31, 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 $ 40,658 accrued interest, which includes

2 unchanged sentences

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

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

on November 15, 2023 and accrued interest at a rate of 10 % per annum, and was increased to 18 % due to the event of a default.

had 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

5 unchanged sentences

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:

interest from this note amounted to $ 6,322 as of December 31, 2023.

Amortization of debt discount from the promissory note for the six

months ended December 31, 2023 was $ 12,000 .

The total principal outstanding under this note was $ 132,000 and remaining debt discount

of $ 0 as of December 31, 2023 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 .

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

SCHEDULE OF CONVERTIBLE NOTES

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The Crown Bridge Note bore interest at a default interest rate of 15 % per annum.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

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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 SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

21 unchanged sentences

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 Company uses the net proceeds for general working capital

The maturity date is June 29, 2024 .

6 unchanged sentences

issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working capital purposes.

The Company used the net proceeds for general working capital purposes.

The maturity date is July 19, 2024 .

6 unchanged sentences

issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working capital purposes.

The Company used the net proceeds for general working capital purposes.

The maturity date is August 16, 2024 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 used the net proceeds for general working capital purposes.

The maturity date is October 20,

29, 2023 Securities Purchase Agreement

November 29, 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 “November 29, 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 November 29, 2023 1800 Diagonal Note.

The November 29, 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 September

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

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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.

$ 134,615 was recorded during the six months ended December 31, 2023.

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

10 unchanged sentences

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 SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 250,000 and accrued interest of $ 6,762 as

of September 30, 2023.

of December 31, 2023.

Capital Securities Purchase Agreements

24 unchanged sentences

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 Company 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.

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8, 2023 Securities Purchase Agreement

December 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible

redeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 150,000 , such

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

of the December 8, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on December 8, 2023.

8, 2023 One44 Note contains an original issue discount amount of $ 15,000 .

Pursuant to the terms of such purchase agreement, the Company

paid $ 7,500 for ONE44’s legal fees.

The Company intends to use the net proceeds from the December 8, 2023 ONE44 Note for general

working capital purposes.

The maturity date of the December 8, 2023 One44 Note is December 8, 2024.

The December 8, 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:

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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.

stock, which is based on the lowest closing bid prices of the common stock between ten and fifteen 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.

All of the 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 and recorded a total of $ 100,000 was recorded during the six months ended December 31, 2023.

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

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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

total principal amount outstanding under the above ONE44 financing agreements were $ 155,800 and accrued interest of $ 1,784 as of December

31, 2023 following conversion of $ 112,311 of the principal balance and $ 7,783 accrued interest during the six months ended December 31,

Accordingly, $ 73,977 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

during the six months ended December 31, 2023 following conversion of the principal balance.

Capital Partners Securities Purchase Agreements

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for the ten trading days immediately prior to the delivery of a Notice of Conversion.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

21, 2022 Securities Purchase Agreement

30 unchanged sentences

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.

purchased a convertible redeemable 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.

The GS Capital Note contains a $ 5,000

original issue discount.

Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 .

The Company used the net proceeds from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note is February 23, 2024 .

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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.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12, 2023 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 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.

The 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.

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

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

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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).

total principal outstanding and accrued interest under the above GS Capital notes were $ 138,500 and $ 3,278 , respectively, as of December

31, 2023, following conversion of $ 75,300 of the principal balance and $ 5,570 accrued interest during the six months ended December 31,

At December 31, 2023, an aggregate total of $ 138,500 of the above GS Capital notes were bifurcated with the embedded conversion

option which are recorded as derivative liabilities at fair value as of December 31, 2023 (see Note 11).

Enterprises, LLC Securities Purchase Agreement

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at any time and from time to time, in each case without penalty or premium.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

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

BIOPHARMA, INC.

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

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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.

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 six months ended December 31, 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 six months ended December 31, 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 the outstanding convertible notes above were in default as of December 31, 2023.

of debt discounts

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

Company recorded $ 186,000 and $ 131,168 of debt discounts related to the above note issuances during the six months ended December 31,

2023 and 2022, respectively.

The Company recorded $ 234,615 and $ 144,711 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.

six months ended December 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 debt discounts associated with convertible notes for the three months ended December 31, 2023 and 2022 was $ 77,604 and $ 52,629 , respectively.

of debt discounts associated with convertible notes for the six months ended December 31, 2023 and 2022 was $ 129,862 and $ 83,903 , respectively.

Company reclassified $ 87,305 and $ 218,992 in put premiums to additional paid in capital following conversions during the six months ended

December 31, 2023 and 2022, respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

7 – STOCKHOLDERS’ DEFICIT

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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.

One share of Series B Preferred Stock is issued and outstanding as of December 31, 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.

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

fiscal year 2023.

Line Agreement

July 20, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Agreement”) with an institutional

investor (the “Investor”) providing for an equity financing facility, pursuant to which Company has the option to request

that the Investor commit to purchase up to $ 5,000,000 of the Company’s shares (the “Shares”) of common stock, par value

$ 0.001 per share (the “Common Stock”), over a 24 -month term commencing on the date on which a registration statement filed

by the Company to register the offer and resale of the Shares by the Investor (the “Registration Statement”) is declared

effective by the U.S.

Securities and Exchange Commission (the “SEC”).

Pursuant to the Equity Line Agreement, the Company

has the option to exercise this right by providing a notice (a “Drawdown Notice”) from the Company to the Investor setting

forth the number of Shares that the Investor will purchase.

The Company has agreed to use the proceeds from such issuances for the purpose

of financing its research and product development activities, finished product manufacture for clinical studies, working capital requirements

and general corporate purposes.

to the Equity Line Agreement, purchases of Shares cannot occur unless and until certain conditions are met, including but not limited

to, the SEC declaring the Registration Statement effective, and the maximum number of Shares that may be purchased pursuant to a Drawdown

Notice cannot exceed the lesser of (i) 200% of the average daily traded value of the Common Stock during the five (5) business days immediately

preceding a Drawdown Notice or (ii) $200,000;

provided that in no event may a Drawdown Notice be for less than $5,000, exceed 52,500,000

Shares or cause the Investor’s ownership to exceed 4.99% of the outstanding number of shares of Common Stock immediately prior

to the issuance of such Shares.

The actual amount of proceeds that the Company will receive in connection with each Drawdown Notice is

determined under the Equity Line Agreement by multiplying the number of Shares to be sold by the applicable purchase price per share,

which is equal to 85% of the lowest traded price of the Common Stock during the 7 business days immediately following the Clearing Date,

less Clearing Costs (as each such term is defined in the Equity Line Agreement).

December 13, 2023, the Company issued 1,390,008 shares of its common stock at an average price per share of approximately $ 0.006 , as

a result of delivering one draw down notice to the Investor for a subscription receivable of $ 8,822 .

The Company received the subscription

receivable of $ 8,822 in January 2024.

issued for conversion of convertible debt

2 unchanged sentences

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 ,

The common stock issuable of

626,229 shares were issued on October 3, 2023.

October 1, 2023 through December 31, 2023, the Company issued an aggregate of 16,679,576 shares of its common stock at an average contractual

conversion price of $ 0.005 as a result of the conversion of principal of $ 83,200 , interest of $ 6,034 and conversion fees $ 160 underlying

certain outstanding convertible notes converted during such period.

total recorded to equity related to the issuance of common stock for conversion of convertible debt for the three and six months

ended December 31, 2023 was $ 92,057 and $ 321,247 , respectively,

including the $ 116,285

discussed below.

in the above conversions during the six months ended December 31, 2023, convertible notes with principal aggregate amount of $ 75,300 ,

accrued interest of $ 5,570 and conversion fees of $ 1,597 containing bifurcated embedded conversion option derivatives were converted

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time of conversion, resulting in a net gain of $ 34,099 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.

condensed consolidated statements of operations during the six months ended December 31, 2023.

Company reclassified $ 87,305 from put premium liabilities to additional paid in capital following conversions during the six months ended

December 31, 2023.

Company has 3,988,859,144 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at September 30, 2023.

financing agreements at December 31, 2023.

issued for issuable shares

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

of June 30, 2023, there was common stock issuable of 608,423 for services rendered during fiscal 2023.

The common stock issuable of 608,423

were issued in July 2023.

were issued on July 10, 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2023, there was common stock issuable of 626,229 shares which were issued on October 3, 2023.

issued for exercise of warrants

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par value of common stock.

the three months ended December 31, 2023, the Company issued an aggregate of 2,640,000 shares of common stock from the alternate cashless

exercise of 0.0132 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

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down round feature being triggered.

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.

Accordingly, the Company recognized deemed dividend of $ 34,585 and $ 177,160 during the three and

six months ended December 31, 2023, respectively, 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

5 unchanged sentences

There were $ 248,620 unrecognized restricted stock units expense

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

as of December 31, 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

which have not yet been met and such restricted stock units have not yet vested as of December 31, 2023 to which the $ 248,620 relates

following table summarizes warrant activity for the six months ended December 31, 2023:

SCHEDULE OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2023

Exercised (de minimis)

Outstanding at December 31, 2023

Exercisable at December 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual term

Aggregate intrinsic value

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

SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

Series B warrants

Series C warrants

Warrants with no class designation

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

OF WARRANT ACTIVITY

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

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

1 unchanged sentence

par value of common stock.

the three months ended December 31, 2023, the Company issued an aggregate of 2,640,000 shares of common stock from the alternate cashless

exercise of 0.0132 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

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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 SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Price Per Share

Outstanding at June 30, 2023

Outstanding at December 31, 2023

Exercisable at December 31, 2023

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Aggregate intrinsic value

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

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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.

the six months ended December 31, 2023 and 2022, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

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

No stock options were granted during the six months

ended December 31, 2023.

8 – COMMITMENTS AND CONTINGENCIES

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

in the September 30, 2023 and June 30, 2023 consolidated balance sheets.

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

The Company recorded the penalties for all three years during

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The Company is current on all subsequent filings.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”),

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

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

of December 31, 2023 and June 30, 2023, the Company has $ 33,420 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 September 30, 2023 and June 30, 2023, there are no royalty fees owed to the University.

of December 31, 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

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Accordingly, the Company

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

Lease – Related Party

has $ 0 balance owed to such consultant as of December 31, 2023.

Leases – 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

3 unchanged sentences

is summarized below:

OF RIGHT OF USE ASSET

SCHEDULE OF RIGHT OF USE ASSET

December 31, 2023

June 30, 2023

accumulated amortization

Right-of-use asset, net

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Lease liabilities are summarized below:

OF OPERATING LEASE LIABILITY

of lease liability

SCHEDULE OF OPERATING LEASE LIABILITY

December 31, 2023

June 30, 2023

Reduction of lease liability

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

operating lease liability

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

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at December 31, 2023 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2024

Fiscal Year 2025

Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 1.26 years as of December 31, 2023.

9 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

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

of December 31, 2023 and June 30, 2023, the Company owed its former director a total of $ 30,293 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

of December 31, 2023 and June 30, 2023, the Company owed its former director a total of $ 50,416 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

The total loans balance owed at December 31, 2023 and June 30, 2023 is not interest bearing

(see Note 5).

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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,

As of December 31,

2023 and June 30, 2023, total rent payable of $ 176,129 AUD ($ 119,997 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

Rent expense under the lease was $ 13,006 and $ 13,879 the

six months ended December 31, 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 - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 16,429 .

These loans bear no interest and are payable on demand (see Note 5).

payable -long-term- Related Party

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USD), effective July 1, 2022.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

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Nathanielsz’s car allowance which expired in August 2022.

No payments were made during the three months ended September

No payments were made during the six months ended December 31,

2023 and during fiscal 2023.

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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.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the six months ended December 31, 2023.

January 2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 232,937 AUD ($ 158,700 USD)

bonus payable as of December 31, 2023 which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

and Restated Employment Agreement

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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.

units that are considered issuable as of December 31, 2023 and June 30, 2023.

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

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renewal periods unless either party elects not to renew.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

15 unchanged sentences

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.

are considered issuable as of December 31, 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 September 30, 2023 and June 30, 2023, total accrued salaries of $ 107,500 AUD ($ 69,101 USD)

As of December 31, 2023 and June 30, 2023, total accrued salaries of $ 121,000 AUD ($ 79,025 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

intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of December

Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future

1 unchanged sentence

on the condensed consolidated balance sheet as accumulated other comprehensive income.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

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.

has not experienced any losses in such accounts through December 31, 2023.

Company primarily relied on funding from five convertible and non-convertible debt lenders and received net proceeds after deductions

of $ 73,000 for original issue discounts and debt issue costs during the six months ended December 31, 2023 from each of the five lenders

of $ 225,000 , $ 125,000 , $ 127,500 , $ 120,000 and $ 153,256 , respectively which represents approximately 30 %, 17 %, 17 %, 16 % and 20 %, respectively

of total proceeds received by the Company during the six months ended December 31, 2023.

Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 62,500 for original

issue discounts and debt issue costs during the six months ended December 31, 2022 from each of the five lenders of $ 101,250 , $ 94,500 ,

$ 150,000 , $ 50,000 and $ 100,000 respectively, which represents approximately 20 %, 19 %, 30 %, 10 % and 21 % respectively of total proceeds

received by the Company during the six months ended December 31, 2022.

Concentration

of September 30, 2023 and June 30, 2023, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

of December 31, 2023 and June 30, 2023, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

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field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

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.

of December 31, 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 September 30,

As of December 31,

2023 and June 30, 2023, there has been no activity within this entity.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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The Company had $ 138,500 (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.

which were treated as derivative instruments outstanding at December 31, 2023 and June 30, 2023, respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

price of the Company’s common stock at 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

price of the Company’s common stock at December 31, 2023, the last trading day of the period ended December 31, 2023, was $ 0.012 .

The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at December

31, 2023 are indicated in the table that follows.

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SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

during the three

September 30, 2023)

Remaining Term (in years)

Free Interest Rate

dividend yield

into during the six

December 31, 2023)

December 31, 2023

327.58 – 333.45 %

Expected Remaining Term (in years)

Risk Free Interest Rate

5.43 - 5.55 %

Expected dividend yield

Value Measurements:

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The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2023 and June 30,

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 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

December 31, 2023

Quoted Prices

Unobservable Inputs

conversion option liabilities

at June 30, 2023

Prices in Active Markets for Identical Assets

Other Observable Inputs

Embedded conversion option liabilities

June 30, 2023

Quoted Prices

Unobservable Inputs

conversion option liabilities

following is a roll forward for the three months ended September 30, 2023 of the fair value liability of price adjustable derivative

Embedded conversion option liabilities

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following is a roll forward for the six months ended December 31, 2023 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

at June 30, 2023

Fair Value of

Liability for

Balance 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

Initial fair value of embedded conversion option derivative liability recorded as debt discount

Initial fair value of embedded conversion option derivative liability recorded as derivative expense

Reduction of derivative liability upon debt conversion

Change in fair value included in statements of operations

Balance at December 31, 2023

Ending balance

1 unchanged sentence

issued for conversion of convertible debt

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.

January 2024 and February 2024, the Company issued an aggregate of 14,625,925 shares of its common stock at a contractual conversion

price of $ 0.004 , as a result of the conversion of principal of $ 68,500 and interest of $ 534 underlying certain outstanding convertible

notes converted during such period.

The Company reclassified $ 37,628 from put premium liabilities to additional paid in capital following

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.

January 2024, the Company issued 1,350,000 shares of common stock from the alternate cashless exercise of 0.00675 Series A warrants.

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

Upon the occurrence of the triggering

5 unchanged sentences

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 SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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