What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-09-30 compared with 2023-09-28 · 162 added, 288 removed, 135 unchanged (77% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set

forth in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and

Supplementary Data” of this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current

expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and

the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of

See “Forward-Looking Statements” on page 3 of this Annual Report on Form 10-K.

As used herein, references to

the “Company,” “Propanc,” “we,” “our,” and “us” refer to Propanc

Biopharma, Inc.

and its consolidated subsidiary, unless otherwise indicated.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set forth

in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events

could differ materially from those anticipated in these forward-looking statements as a result of a number of factors.

See “Forward-Looking

Statements” on page 3 of this Annual Report on Form 10-K.

As used herein, references to the “Company,” “Propanc,”

“we,” “our,” and “us” refer to Propanc Biopharma, Inc.

and its consolidated subsidiary, unless otherwise

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

following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information

included under “Business,” “Selected Consolidated Financial Data” and our consolidated financial statements and

the accompanying notes included elsewhere in this prospectus.

The discussion and analysis below are based on comparisons between our

historical financial data for different periods and include certain forward-looking statements about our business, operations, and financial

These forward-looking statements are subject to risks, uncertainties, assumptions, and other factors described in “Risk

Factors.” Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements.

“Special Note Regarding Forward-Looking Statements.”

caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur,

that could impact our business.

We undertake no obligation to publicly update or revise these statements, whether as a result of new

information, future events or otherwise, except to the extent required by the federal securities laws.

information contained in this discussion and elsewhere in this prospectus may include “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act.

The safe harbor

created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we

issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934, as amended, and Rule 3(a)(51-1)

under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made,

except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission (the “SEC”).

We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from

any forward-looking statements which may be deemed to have been made in this prospectus or which are otherwise made by or on our behalf.

For this purpose, any statements contained in this prospectus that are not statements of historical fact may be deemed to be forward-looking

Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,”

“believe,” “explore,” “consider,” “anticipate,” “intend,” “could,”

“estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology

are intended to identify forward-looking statements.

Factors that may affect our results include, but are not limited to, the risks and

uncertainties associated with:

ability to raise capital necessary to sustain our anticipated operations and implement our business plan;

ability to implement our business plan;

ability to generate sufficient cash to survive;

degree and nature of our competition;

lack of diversification of our business plan;

general volatility of the capital markets and the establishment of a market for our shares;

in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future

attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental

weather conditions.

are also subject to other risks detailed from time to time in our other filings with the SEC and elsewhere in this prospectus.

or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking

statements made by us ultimately prove to be accurate.

Our actual results, performance and achievements could differ materially from

those expressed or implied in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking

statements, whether from new information, future events or otherwise.

are also subject to other risks detailed from time to time in our other filings with SEC and elsewhere in this prospectus.

more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking

statements made by us ultimately prove to be accurate.

Our actual results, performance and achievements could differ materially from

those expressed or implied in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking

statements, whether from new information, future events or otherwise.

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

10 unchanged sentences

inactive precursors of enzymes.

Purchase Agreement

June 29, 2023, the Company entered into a securities purchase agreement with an investor (the “June Investor”), which closed

on July 6, 2023, pursuant to which the June Investor purchased a convertible promissory note (the “June Note”) from the Company

in the aggregate principal amount of $65,000, such principal and the interest thereon convertible into shares of Common Stock at the

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

conversion price for the June 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

Pursuant to the June Note, the Company is required to maintain an initial reserve of at least 500% of the number of June Conversion

Shares, subject to any increase of such reserved amount by the June Investor.

maturity date of the June Note is June 29, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

Between the period beginning 60 days following the date of the June Note and 180 days thereafter, the Company has the right

to prepay the principal and accrued but unpaid interest due under the June Note at a 110% premium

plus accrued and unpaid interest , together with any other amounts that the Company may owe the June Investor under the terms of

the June Note, in accordance with its terms, which premium increases during such period, up to a maximum of 129%.

For further information

on such purchase agreement and June Note, see the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2023 and the

exhibits filed therewith.

Loan Agreement

July 5, 2023, the Company and the July Investor entered into a letter agreement, pursuant to which the July Investor loaned the Company

an aggregate of AU$230,000.

Pursuant to the agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest

rate of 10% to be paid monthly in arrears.

A portion of the proceeds of such loan were used to repay an outstanding balance of approximately

$143,000 due on a convertible promissory note held by a third-party investor and which had been in default.

In connection with such loan,

the Company issued a common stock purchase warrant to the July Investor immediately exercisable for up to an aggregate of 15,000,000

shares of Common Stock, at an initial exercise price of $0.01 per share.

For further information on such letter agreement and warrant,

see the Current Report on Form 8-K filed by the Company with the SEC on July 12, 2023 and the exhibits filed therewith.

Purchase Agreement

July 19, 2023, the Company entered into an additional securities purchase agreement with the June Investor, which closed on July 28,

2023, pursuant to which the June Investor purchased the July Note from the Company in the aggregate principal amount of $45,000, such

principal and the interest thereon convertible into shares of Common Stock at the option of June Investor at any time after 180 days

of the July Note.

conversion price for the July 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

Pursuant to the July Note, the Company is required to maintain an initial reserve of at least 500% of the number of July Conversion

Shares, subject to any increase of such reserved amount by the June Investor.

maturity date of the July Note is July 19, 2024 and bears interest at a rate of 8% per annum, which may be increased to 22% in the event

of a default.

Between the period beginning 60 days following the date of the July Note and 180 days thereafter, the Company has the right

to prepay the principal and accrued but unpaid interest due under the July Note at a 110% premium plus accrued and unpaid interest, together

with any other amounts that the Company may owe the June Investor under the terms of the July Note, in accordance with its terms, which

premium increases during such period, up to a maximum of 129%.

For further information on such purchase agreement and July Note, see

the Current Report on Form 8-K filed by the Company with the SEC on August 8, 2023 and the exhibits filed therewith.

Equity Line Agreement

July 20, 2023, we entered into the Stock Purchase Agreement with the Selling Stockholder providing for an equity financing facility,

pursuant to which Company has the option to request that the Selling Stockholder commit to purchase up to $5,000,000 of the Shares over

a 24-month term commencing on the date on which the registration statement of which this prospectus forms a part is declared effective

For a more detailed description of the Stock Purchase Agreement and the issuance of the Shares to the Selling Stockholder,

see the section here entitled “Private Placement”.

of November 2022 Equity Line Agreement

previously disclosed in our Quarterly Report on Form 10-Q filed on November 14, 2022, we entered into the Coventry Purchase Agreement

with Coventry Enterprises, LLC, a Delaware limited company.

On July 25, 2023, we terminated the Coventry Purchase Agreement in accordance

with its terms, effective immediately.

For further information on such purchase agreement, see the Quarterly Report on Form 10-Q filed

by the Company with the SEC on November 14, 2022 and the exhibits filed therewith.

16, 2023 Purchase Agreement

August 16, 2023, the Company entered into a securities purchase agreement with the August Investor, which closed on August 16, 2023,

pursuant to which the August Investor purchased a convertible promissory from the Company in the aggregate principal amount of $55,000,

such principal and the interest thereon convertible into shares Common Stock at the option of August Investor at any time after 180 days

of the issuance date of the August Note (the “Conversion Shares”).

conversion price for the August 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

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 August

Pursuant to the August 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 August Note.

maturity date of the August Note is August 16, 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 August Note, the Company has the right to prepay the principal

and accrued but unpaid interest due under the August Note, together with any other amounts that the Company may owe the August Investor

under the terms of the August Note, at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed

to the August 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 August Note.

For further information on such purchase agreement and July Note,

see the Current Report on Form 8-K filed by the Company with the SEC on August 21, 2023 and the exhibits filed therewith.

Promissory Note

August 15, 2023, the Company issued to an institutional investor (the “August 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.

The Company has the

right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the

Company may owe the August Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face

amount plus accrued and unpaid interest and any other amounts owed to the August Lender, which increases to (i) 120% if prepaid after

such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023, unless the Company and the Lender agree

to otherwise effect repayment.

For further information

on such purchase agreement and July Note, see the Current Report on Form 8-K filed by the Company with the SEC on August 21, 2023 and

the exhibits filed therewith.

23, 2023 Purchase Agreement

August 23, 2023, the Company entered into a securities purchase agreement with an investor (the “Investor”), which closed

on August 23, 2023, pursuant to which the Investor purchased a convertible redeemable promissory note in the aggregate principal amount

of $77,500 (the “Note”) from the Company for $72,500.

The principal and the interest thereon is convertible into shares Common

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

initial conversion price for the Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will

be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive

trading days.

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

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

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

Pursuant to the Note, in the event that such conversion

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

split of its Common Stock, as applicable.

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

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

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

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

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

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

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

obligations under the Note.

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 February 23, 2024 and 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.

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 date.

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

For further information on such purchase agreement

and July Note, see the Current Report on Form 8-K filed by the Company with the SEC on August 29, 2023 and the exhibits filed therewith.

August 7, 2024, we received written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding

capital stock as of August 7, 2024 and our Board of Directors approving such actions as are necessary for us to proceed to, and accordingly

intends to, effectuate and execute a reverse stock split of our issued and outstanding shares of common stock at a ratio somewhere between

one post-split share per ten thousand pre-split shares (1:10,000) and one post-split share per one hundred thousand pre-split shares

(1:100,000) (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split will be made to our outstanding

stock options, warrants and equity incentive plans.

We are awaiting the approval of Financial Industry Regulatory Authority (“FINRA”)

for the market effectiveness of the Reverse Stock Split.

of Operations

3 unchanged sentences

Year Ended June 30, 2024, as compared to the Fiscal Year Ended June 30, 2023

the fiscal years 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.

the years ended June 30, 2024 and 2023, we generated no revenue because we are currently undertaking research and development activities

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

Administration

expenses decreased to $1,499,885 for the year ended June 30, 2023, as compared to $1,706,452 for the year ended June 30, 2022.

expense decreased to $1,253,797 for the year ended June 30, 2024 as compared to $1,499,885 for the year ended June 30, 2023.

This decrease

of approximately $207,000 is primarily attributable to a decrease of approximately $231,000 in stock-based expenses, a decrease in general

consulting, legal and investor relation fees of approximately $91,000 offset by increases in accounting fees of approximately $15,000,

employee remuneration expense of approximately $89,000, marketing expense of $7,000 and other general and administrative expenses of

approximately $4,000.

expense increased to $28,841 as compared to $28,366 for the year ended June 30, 2023.

This increase of $475 is primarily attributable

to exchange rate movements over the period when compared to the same year in 2022.

of approximately $246,000 is primarily attributable to a decrease of approximately $156,000 in general consulting, legal and investor

relation fees and decrease in stock-based expenses of approximately $136,000, decrease of approximately $40,000 in employee remuneration

expense and decrease in accounting fees of approximately $11,000 offset by increase in marketing expenses of approximately $91,000 and

increase in other general and administrative expenses of approximately $5,000.

expenses increased to $34,150 for the year ended June 30, 2024 as compared to $28,841 for the year ended June 30, 2023.

This increase

of approximately $5,000 is primarily attributable to exchange rate movements over the period when compared to the same period in 2023.

and Development Expenses

and development expenses decreased to $247,919 for the year ended June 30, 2023, as compared to $256,052 for the year ended June 30,

The decrease in research and development expenses of $8,133 is primarily due to foreign currency fluctuations during the year.

Such 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 decreased to $532,821 for the year ended June 30, 2023, as compared to $568,798 for the year ended June 30, 2022.

and development expenses were increased to $248,102 for the year ended June 30, 2024 as compared to $247,919 for the year ended June

30, 2023, an increase in research and development expenses of approximately $180.

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 $665,841 for the year ended June 30, 2024, as compared to $532,821 for the year ended June 30, 2023.

Interest expense

primarily comprised approximately $203,000 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 $330,000 for the year ended June 30, 2023.

This decrease in

interest expense of $36,554 is primarily attributable to the decrease of approximately $220,000 in accretion of put premium offset by

increase in amortization of debt discount of approximately $155,000 and increase in accrual of interest expense of $30,000.

is primarily comprised of approximately $574,000 of debt discount amortization and accretion of put premium and $79,000 of interest expense

from accrual of interest expense and other financing fees for the year ended June 30, 2024.

This increase in interest expense of approximately

$133,000 is primarily attributable to the increase in amortization of debt discount of approximately $91,000 and increase of approximately

$47,000 in accretion of put.

expense were increased to $141,012 for the year ended June 30, 2024 as compared to $0 for the year ended June 30, 2023.

increase is primarily attributable to the issuance of convertible notes in August 2023, October 2023 and April 2024 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 increased to a loss of $(530,330) for the year ended June 30, 2023, as compared to a loss

of $(99,111) for the year ended June 30, 2022.

This increase in loss during the year ended June 30, 2023 of approximately $431,000 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 year ended June 30, 2023.

in fair value of derivative liabilities were increased to a gain of $316,537 for the year ended June 30, 2024 as compared to a loss of

$(530,330) for the year ended June 30, 2023.

This increase in gain of approximately $847,000 is primarily attributable to the 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 year ended June 30, 2024.

from Settlement of accounts payable

1 unchanged sentence

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

Accordingly, the Company recognized gain from settlement of accounts payable of $17,499 during the year ended June 30, 2023.

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 year

ended June 30, 2023.

on Extinguishment of Debt, net

the year ended June 30, 2024, convertible notes with principal aggregate amount of convertible notes of $130,800, accrued interest of

$8,700 and conversion fees of $3,832 containing bifurcated embedded conversion option derivatives were converted into common stock.

the fair market value of the shares issued upon conversion was $352,565, resulting in a loss on extinguishment at the time of conversion

of $209,233 and $263,798 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting

in a net gain of $54,565 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

the year ended June 30, 2023, the principal aggregate amount of convertible notes of $168,200, accrued interest of $16,632 and conversion

3 unchanged sentences

and $352,051 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

loss of $17,551.

loss of $17,551 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

Additionally,

during the year ended June 30, 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 $25,969 (when considering the above loss) for the year ended June 30, 2023 compared to a loss on extinguishment of debt for the year ended June 30, 2022 of ($17,503).

Currency Transaction Gain (Loss)

currency transaction decreased to a gain of $5,885 for the year ended June 30, 2023, as compared to a loss of $42,395 for the year ended

June 30, 2022.

The decrease of approximately $48,000 for the year ended June 30, 2023 is partially attributable to the decrease in exchange

rates during the year ended June 30, 2023.

(provision) for taxes

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

tax credit in the amount of $129,841 and $54,977, respectively.

loss increased to $2,660,566 for the year ended June 30, 2023 as compared to a net loss of $2,658,087 for the year ended June 30, 2022.

during the year ended June 30, 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 $25,969 for

the year ended June 30, 2023.

Currency Transaction Gain

currency transaction gain increased to a gain of $22,080 for the year ended June 30, 2024 as compared to a gain of $5,885 for the year

ended June 30, 2023.

This increase of approximately $16,000 is partially attributable to the increase in exchange rates during the year

ended June 30, 2024.

loss decreased to $1,820,528 for the year ended June 30, 2024 as compared to a net loss of $2,660,566 for the year ended June 30, 2023.

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 dividend of $466,273 and $700,340 and a corresponding reduction of income available to common

stockholders upon the alternate cashless exercise of these warrants during the years ended June 30, 2023 and 2022, respectively.

Accordingly, the Company recognized deemed dividend of $192,960 and $466,273 during the year ended June 30, 2024 and 2023, respectively,

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

the years ended June 30, 2024 and 2023, respectively.

loss available to common stockholders

loss available to common stockholders increased to $3,126,839 for the year ended June 30, 2023 as compared to a net loss of $3,358,427

for the year ended June 30, 2022.

The change relates to the factors discussed above.

loss available to common stockholders decreased to $2,013,488 for the year ended June 30, 2024 as compared to a net loss available to

common stockholders of $3,126,839 for the year ended June 30, 2023.

This decrease of approximately $1,067,000 is primarily attributable

to the change relates to the factors discussed above.

and Capital Resources

1 unchanged sentence

of June 30, 2024, we had total assets of $72,365, comprised primarily of cash of $21,085, GST tax receivable of $2,950, 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

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 $3,158,229, 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 as

of June 30, 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.

and other current assets of $1,406, deferred offering cost of $27,117, security deposit of $2,008, and operating lease ROU asset, net

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 $3,792,782, primarily comprised of net convertible debt of $399,325, accounts payable and accrued expenses

of $2,100,137, employee benefit liability of $639,371, loans payable of $145,091, loans payable – related party of $71,629, note

payable, net of $204,694 and embedded conversion option liabilities of $133,886 as of June 30, 2024.

As compared to June 30, 2023, we

had current liabilities of $3,158,229, primarily comprised of net convertible debt of $390,539, loans 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, consulting fees and travel.

the year ended June 30, 2023, we received proceeds from exercise of warrants of $475,000, proceeds from issuance of convertible notes

of $590,250, proceeds from sale of our stocks of $24,711 and proceeds from the collection of subscription receivables of $23,758.

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

the year ended June 30, 2024 we received proceeds from issuance of note of $190,000, proceeds from issuance of convertible notes of $567,050,

proceeds from sale of common stock of $23,057, and total proceeds from issuance of loans payable including from a related party of $304,696.

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

12 unchanged sentences

and Uses of Cash

For the years ended June 30,

For the years ended

Net cash used in operating activities

$ (1,105,251 )

$ (1,436,304 )

Net cash provided by financing activities

2 unchanged sentences

cash used in operating activities was $935,118, for the year ended June 30, 2024, due to our net loss of $1,820,528 offset primarily

by non-cash charges of amortization of debt discount of $202,952, total stock-based compensation of $141,356, non-cash interest expense

of $1,838, accretion of put premium of $232,674, change in fair value of derivatives of $530,330, foreign currency transaction gain of

$5,885, and $25,969 gain on extinguishment of debt.

by non-cash charges of amortization of debt discount of $294,005, non-cash interest expense of $3,832, accretion of put premium of $279,711,

derivative expense of $141,012, addback change in fair value of derivatives of $316,537, foreign currency transaction gain of $22,080,

and gain from extinguishment of debt of $54,565.

Net changes in operating assets and liabilities totaled $538,376, which is primarily

attributable to increase in accounts payable of $80,975, increase in accrued expenses and other payables of $130,511, employee benefit

liability of $186,912, and accrued interest of $92,474.

attributable to increase accrued interest of $78,733, increase in accounts payable of $242,408, and increase in accrued expenses and

other payables of $209,962.

cash used in operating activities was $1,105,251 for the year ended June 30, 2023, due to our net loss of $2,660,566 offset primarily

by non-cash charges of amortization of debt discount of $202,952, total stock-based compensation of $141,356, non-cash interest expense

of $2,250, accretion of put premium of $452,308, change in fair value of derivatives of $99,111, foreign currency transaction loss of

$42,395, and $17,503 loss on extinguishment of debt.

of $1,838, accretion of put premium of $232,674, change in fair value of derivatives of $530,330, foreign currency transaction gain of

$5,885, and $25,969 gain on extinguishment of debt.

Net changes in operating assets and liabilities totaled $472,587, which is primarily

2 unchanged sentences

Cash Flow from Financing Activities

flows provided by financing activities for the year ended June 30, 2023 were $1,113,719 as compared to $1,490,786 for the year ended

June 30, 2022.

During the year ended June 30, 2023 we received proceeds from the exercise of warrants of $475,000, proceeds from sale

of common stock of $24,711, collections of subscription receivables of $23,758 and proceeds from issuance of convertible notes of $590,250.

During the year ended June 30, 2022 we received proceeds from the exercise of warrants of $625,001, proceeds from sale of common stock

cash provided by financing activities for the year ended June 30, 2024 were $941,894 as compared to $1,113,719 for the year ended June

During the year ended June 30, 2024 we received net proceeds from issuance of convertible notes of $567,050, proceeds from

issuance of note of $190,000, total proceeds from issuance of loans including from a related party of $304,696, proceeds from the sale

of shares of our common stock of $23,057 offset by repayment of convertible note of $142,909.

cash provided by financing activities for the year ended June 30, 2023 was $1,113,719.

During the year ended June 30, 2023 we received

proceeds from the exercise of warrants of $475,000, proceeds from sale of common stock of $24,711, collections of subscription receivables

of $23,758 and proceeds from issuance of convertible notes of $590,250.

of Exchange Rate

effect of the exchange rate on cash resulted in a $2,488 negative adjustment to cash flows in the year ended June 30, 2023 as compared

to a negative adjustment of $52,670 to cash flows in the year ended June 30, 2022.

effect of the exchange rate on cash resulted in a $4,262 positive adjustment to cash flows in the year ended June 30, 2024 as compared

to a $2,488 negative adjustment to cash flows in the year ended June 30, 2023.

The reason for the fluctuation is due to the application

13 unchanged sentences

topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph.

Currency Translation and Comprehensive Income (Loss) :

The Company’s wholly-owned subsidiary’s functional currency is

For financial reporting purposes, the Australian Dollar (“AUD”) has been translated into USD as the Company’s

reporting currency.

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

Revenues and expenses

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

Equity transactions are translated at each historical

transaction date spot rate.

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

as a component of stockholders’ equity (deficit) as “accumulated other comprehensive income (loss).” Gains and losses

resulting from foreign currency transactions are included in the 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.

for Income Taxes:

We are governed by Australian income tax laws and United States income tax laws, which are administered by the

Australian Taxation Office and the United States Internal Revenue Service, respectively.

We follow ASC 740, “ Accounting for

Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets

and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the

periods in which the differences are expected to affect taxable income.

Valuation allowances are established when necessary, to reduce

deferred tax assets to the amount expected to be realized.

Income tax expense is the tax payable or refundable for the period plus or

minus the change during the period in deferred tax assets and liabilities.

Company adopted provisions of ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These

sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized

in the financial statements.

Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date

to be recognized upon the adoption of ASC 740 and in subsequent periods.

for Stock Based Compensation :

We record stock-based compensation in accordance with ASC 718, “ Stock Compensation ”

and Staff Accounting Bulletin No.

107 issued by the SEC in March 2005 regarding its interpretation of ASC 718.

ASC 718 requires the fair

value of all stock-based employee compensation awarded to employees to be recorded as an expense over the related requisite service period.

The statement also requires the recognition of compensation expense for the fair value of any unvested stock option awards outstanding

at the date of adoption.

We value any employee or non-employee stock-based compensation at fair value using the Black-Scholes Option

Pricing Model.

account for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718.

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

4 unchanged sentences

and record a net gain or loss on debt extinguishment.

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.

and Development Tax Credits :

We may apply for research and development tax concessions with the Australian Taxation Office on an

annual basis.

Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter

the claim amount.

Accordingly, we do not recognize the benefit of the claim amount until cash receipt since collectability is not certain

until such time.

The tax concession is a refundable credit.

If we have net income then we can receive the credit which reduces its income

tax liability.

If we have net losses, then we may still receive a cash payment for the credit, however, our net operating loss carry

forwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross

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

Accounting Pronouncements

37 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-K

Item 7. Management’s Discussion and Analysis