What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-09-30 compared with 2023-09-28 · 1127 added, 1294 removed, 1350 unchanged (64% of the section changed)

11 unchanged sentences

Notes to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

the Stockholders’ and the Board of Directors of:

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on the Financial Statements

have audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc.

and Subsidiary (the “Company”) as of

June 30, 2023 and 2022, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, and cash flows, for each of the two years in the period ended June 30, 2023, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the consolidated financial position of the Company as of June 30, 2023 and 2022, and the consolidated results of its

operations and its cash flows for each of the two years in the period ended June 30, 2023, in conformity with accounting principles generally

accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has a net loss of $2,660,566 and net cash used in operating activities

of $1,105,251 for the fiscal year ended June 30, 2023.

The Company has a working capital deficit, stockholder’s deficit, and accumulated

deficit of $3,139,190, $3,117,179, and $64,684,732 respectively, at June 30, 2023.

These matters raise substantial doubt about the Company’s

ability to continue as a going concern.

We have audited the accompanying consolidated balance

sheets of Propanc Biopharma, Inc.

and Subsidiary (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements

of operations and comprehensive income (loss), changes in stockholders’ deficit, and cash flows, for each of the two years in the

period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of June 30, 2024 and 2023 and the consolidated results of its operations and its cash flows for each of the two years in the

period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company has a net loss of $1,820,528 and net cash used in operating activities of $935,118 for the fiscal year ended June 30, 2024.

The Company has a working capital deficit, stockholder’s deficit, and accumulated deficit of $3,767,341, $3,779,059, and $66,698,220,

respectively, at June 30, 2024.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plan regarding these matters is also described in Note 2.

The consolidated

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.

our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

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CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

noted in Footnote 1 “Derivative Instruments” and as described in Footnote 12 “Derivative Financial Instruments and

Fair Value Measurements” to the consolidated financial statements, the Company recorded derivative transactions that resulted primarily

in a net derivative expense in fiscal 2023 from change in fair value of derivative liabilities of $530,330, and derivative liabilities

of $423,209 at June 30, 2023.

identified the evaluation of instruments and contracts to determine whether there are derivatives to be recorded, the analysis of the

accounting treatment and presentation for derivative transactions and the valuation of derivatives as critical audit matters.

management’s analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

primary procedures we performed to address these critical audit matters included (a) Reviewed and tested management’s conclusions

as to whether certain instruments or contracts qualified for derivative treatment by comparing management’s analysis and conclusions

to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative

and interpretive literature, (c) Tested management’s process for valuing derivatives by comparing it to generally accepted methodologies

for valuing derivatives, (d) Tested management’s valuation of the derivatives by testing assumptions and data used in the valuation

model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Derivative Liabilities

As noted in Footnote 1 “Derivative

Instruments” and as described in Footnote 12 “Derivative Financial Instruments and Fair Value Measurements” to the

consolidated financial statements, the Company bifurcated embedded conversion features included in convertible debt instruments

issued by the Company during the fiscal year that resulted primarily in an initial derivative expense and a gain from the change in

fair value of these new and previously recorded derivatives of $141,012 and $316,537, respectively, in fiscal 2024, and derivative

liabilities of $133,886 at June 30, 2024.

We identified the evaluation of instruments and

contracts to determine whether there are embedded derivatives requiring bifurcation from its debt host, the analysis of the accounting treatment and

presentation for derivative transactions and the valuation of derivatives as critical audit matters.

Auditing management’s

analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

The primary procedures we performed to address these

critical audit matters included (a) Reviewed and tested management’s conclusions as to whether certain instruments or contracts

qualified for derivative treatment by comparing management’s analysis and conclusions to authoritative and interpretive literature,

(b) Compared the accounting treatment and presentation to that described by the authoritative and interpretive literature, (c) Tested

management’s process for valuing derivatives by comparing it to generally accepted methodologies for valuing derivatives, (d) Tested

management’s valuation of the derivatives by testing assumptions and data used in the valuation model including the term, volatility

and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s conclusions.

Salberg & Company, P.A.

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TOTAL CURRENT ASSETS

Deferred offering costs

Security deposit - related party

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Accrued interest

Loans payable

Loans payable - related party

Note payable, net of discount

Convertible notes, net of discounts and including put premiums

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NON-CURRENT LIABILITIES:

Loan payable - long-term - related party, net of discount

Operating lease liability - long-term portion - related party

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Preferred stock, 1,500,005 shares authorized, $ 0.01 par value:

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

0 and 500,000 shares issued and outstanding as of June 30, 2023 and 2022, respectively

Series B preferred stock, $ 0.01 par value;

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Additional paid-in capital

Subscription receivable

Accumulated other comprehensive income

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Interest income

Derivative expense

Change in fair value of derivative liabilities

Gain from settlement of accounts payable

Gain (loss) on extinguishment of debt, net

Foreign currency transaction gain (loss)

Gain on extinguishment of debt, net

Foreign currency transaction gain

TOTAL OTHER EXPENSE, NET

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STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

Paid-in Capital

Accumulated Deficit

Comprehensive

Treasury Stock

Stockholders’

Stock Issuable

Preferred Stock

Paid-in Capital

Accumulated Deficit

Comprehensive

Treasury Stock

Stockholders’

at June 30, 2021

$ ( 58,199,466 )

Balance at June 30, 2022

$ ( 61,557,893 )

of common stock for cash

of common stock for offering cost

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for services and accrued expenses

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock option grants

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the fiscal year ended June 30, 2022

$ ( 3,023,649 )

Issuance of common stock for cash

Retirement of Series A Preferred Stock

Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for services

Issuance of common stock for exercise of Series B warrants

Issuance of common stock for alternate cashless exercise of Series A warrants

Issuance of common stock in connection with a note payable

Issuance of common stock for issuable shares

Reclassification of put premium upon debt conversion

Warrant grant for settlement of accounts payable

Stock based compensation in connection with stock warrant grant

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Fractional shares due to reverse split

Net loss for the fiscal year ended June 30, 2023

( 2,660,566 )

at June 30, 2022

( 2,660,566 )

Balance at June 30, 2023

( 64,684,732 )

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( 64,684,732 )

of common stock for cash

of Series A Preferred Stock

of common stock for conversion of convertible debt, conversion fee and accrued interest

of common stock for services

of common stock for exercise of Series B warrants

of common stock for alternate cashless exercise of Series A warrants

of common stock in connection with a note payable

of common stock for issuable shares

Reclassification

of put premium upon debt conversion

grant for settlement of accounts payable

based compensation in connection with stock warrant grant

currency translation gain

dividend upon alternate cashless exercise of warrants

shares due to reverse split

loss for the fiscal year ended June 30, 2023

( 3,117,179 )

Issuance of common stock for conversion of convertible debt and accrued interest

Issuance of common stock for cash

Issuance of common stock for alternate cashless exercise of warrants

Issuance of common stock for issuable shares

( 1,621,653 )

Reclassification of put premium upon debt conversion

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

Deemed dividend upon alternate cashless exercise of warrants

Foreign currency translation loss

Net loss for the fiscal year ended June 30, 2024

( 1,820,528 )

at June 30, 2023

Balance at June 30, 2024

$ ( 66,698,220 )

13 unchanged sentences

Stock option, stock warrants and restricted stock expense

Foreign currency transaction (gain) loss

Foreign currency transaction gain

Depreciation expense

Allowance on refundable advance deposit

Amortization of debt discounts

1 unchanged sentence

Change in fair value of derivative liabilities

(Gain) loss on extinguishment of debt, net

Derivative expense

Gain on extinguishment of debt, net

Gain from settlement of accounts payable

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Prepaid expenses and other assets

Refundable advance deposit

Deferred offering costs

Accounts payable

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( 1,105,251 )

( 1,436,304 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from convertible promissory notes, net of original issue discounts and issue costs

Repayment of convertible note

Proceeds from the sale of common stock

Proceeds from note payable

Proceeds from loans payable

Proceeds from loans payable - related party

Collection of subscription receivable

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Supplemental Disclosure of Non-Cash Investing and Financing Activities

Common stock issued for offering cost applied against proceeds received

Subscription receivable

Reduction of put premium related to conversions of convertible notes

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Debt discounts related to derivative liability

Operating lease right-of-use asset and operating lease liability pursuant to ASC 842

Debt discounts related to common stock issued with a note payable

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

Warrant grant for settlement of accounts payable

Common stock issued for accrued services

Warrants issued for accrued services

Deemed dividend upon alternate cashless exercise of warrants

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July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 62

granted, allowed, or accepted patents and 14 patents filed, or under examination in key global jurisdictions relating to the use

of proenzymes against solid tumors, covering the lead product candidate PRP.

Presently, there are 84 granted,

allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

May 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand

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Propanc (UK) Limited was an inactive

wholly-owned subsidiary through June 30, 2023.

wholly-owned subsidiary through June 30, 2024 and remains inactive.

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

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial

statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from these estimates.

Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives for depreciation, valuation

of the operating lease liability and related right-of-use asset, valuation of derivatives, allowance for uncollectable receivables, valuation

of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from

these estimates.

Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives

of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating

lease liability and related right-of-use asset, valuation of derivatives, valuation of

equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation

due to certain average exchange rates applied in lieu of spot rates on transaction dates.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Currency Translation and Other Comprehensive Income (Loss)

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

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

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

income (loss).

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the balance sheet date.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the

consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated

in a currency other than the functional currency included in the consolidated results of operations as incurred.

Effective fiscal year

2021, the parent company determined that the 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 accumulated

other comprehensive income (loss).

Prior to July 1, 2020, the Company recorded the foreign currency transaction gains and losses from

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

June 30, 2023 and 2022, the Company recognized a cumulative exchange gain (loss) of approximately $ 648,000 and $ 1,289,000 , respectively,

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

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

and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at

the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions

denominated in a currency other than the functional currency included in the consolidated results of operations as incurred.

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

and thus, per Accounting Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany

balances are recorded within cumulative translation adjustment, a component of accumulated other comprehensive income (loss).

June 30, 2024 and 2023, the Company recognized a cumulative exchange gain of approximately $ 90,000

and $ 648,000 ,

respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of June 30, 2024, which is

included as a component of accumulated other comprehensive income on the accompanying consolidated balance sheets.

of June 30, 2024 and 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:

OF TRANSACTION EXCHANGE RATES

SCHEDULE OF TRANSACTION EXCHANGE RATES

June 30, 2024

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in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2024 and 2023 were as follows:

OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

Currency Items:

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Balance, June 30, 2023

Foreign currency translation gain

Foreign currency translation loss

Ending balance, June 30, 2024

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Value of Financial Instruments and Fair Value Measurements

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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were no cash equivalents as of June 30, 2024 and 2023.

Advance Deposit

August 2023, the Company paid a refundable advance deposit of $ 120,958 which consisted 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.

During the year ended June 30, 2024, the

Company recorded an allowance for the recoverability of this refundable advance deposit of $ 120,958 .

Offering Costs

Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs.

Prior to the completion

of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through

the balance sheet date that are directly related to the Company’s proposed public offering.

The deferred offering costs are charged

to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering

is not completed.

As of June 30, 2024 and 2023 the Company had recorded $ 27,117 and $ 0 in deferred offering costs, respectively.

and Equipment

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estimated useful lives are as follows:

OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVE

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

of Long-Lived Assets

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determinable.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Benefit/Liability

27 unchanged sentences

as interest expense.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the

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

Total research and development costs for the fiscal years ended June 30, 2023 and 2022 were $ 247,919 and $ 256,052 , respectively.

Total research and development costs for the years ended June 30, 2024 and 2023 were $ 248,102 and $ 247,919 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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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.

each of the fiscal years ended June 30, 2024 and 2023, the Company applied for, and received from the Australian Taxation Office, a research

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

legal costs for litigation are charged to expense as incurred.

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and administrative expenses.

Reclassifications

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

The reclassified amounts have no impact on

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

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

premiums at June 30, 2022.

and Diluted Net Loss Per Common Share

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

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

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

Potentially dilutive securities consist of the

incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants, restricted stock units

and convertible debt instruments.

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

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

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

Potentially dilutive securities

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

convertible debt instruments.

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

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

Each holder of the notes and warrants has

agreed to a 4.99 % beneficial ownership conversion limitation (subject to certain noteholders’ abilities to increase such limitation

to 9.99% upon 60 days’ notice to the Company), and certain notes may not be converted during the certain specified time period

from the date of issuance .

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

holder of the convertible notes has agreed to a 4.99 %

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

60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of

The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote,

including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary.

Such securities are considered dilutive securities, which were excluded from the computation since the effect is anti-dilutive.

OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered

Such securities are considered dilutive securities which were excluded from the computation since the effect is

anti-dilutive.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

June 30, 2024

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1,990,353,990

1,996,625,990

Series B Warrants

1 unchanged sentence

9,175,999,954

9,473,999,953

Unvested restricted stock units

1 unchanged sentence

11,575,085,167.12

convertible ratably upon exercise of Series B Warrants

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

11,476,617,244.12

* Only convertible

ratably upon exercise of Series B Warrants

Accounting Pronouncements

41 unchanged sentences

and equipment consist of the following as of June 30:

OF PROPERTY PLANT AND EQUIPMENT

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Office equipment at cost

1 unchanged sentence

Total property, plant, and equipment

expense for the years ended June 30, 2023 and 2022 were $ 1,665 and $ 1,993 , respectively.

expense for the years ended June 30, 2024 and 2023 was $ 297 and $ 1,665 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

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(see Note 10).

payable - Related Party

November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate

of $ 71,629 .

The loans bear no interest and are payable on demand.

The loans payable amounted to $ 71,629 and $ 0 as of June 30, 2024 and

2023, respectively.

payable -long-term- Related Party

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 based on a fair value determination using a Black-Scholes model with the following assumptions:

at valuation date of $ 0.119 based on the closing price of common stock at date of grant, exercise price of $ 0.01 , dividend yield of zero ,

expected term of 3.00 , a risk-free rate of 4.59 %, and expected volatility of 268 %.

The debt discount shall be amortized over the term

of this loan.

portion of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note (Coventry

Note) held by a third-party investor and which had been in default (see Note 6).

interest from this loan amounted to $ 15,158

as of June 30, 2024.

Amortization of debt discount from this loan for the year ended June 30, 2024 was $ 46,470 .

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

and remaining unamortized debt discount of $ 94,614

as of June 30, 2024 as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 58,642 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Bridge Securities Purchase Agreement

10 unchanged sentences

the Crown Bridge Note.

Consequently, as of June 30, 2023, the Company reclassified the remaining principal balance of $ 65,280 from a

convertible note into a loan payable.

Additionally, the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment

of debt during the year ended June 30, 2023.

The total accrued interest from this loan amounted to $ 35,722 as of June 30, 2023.

Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $ 65,280 from

a convertible note into a loan payable which is the principal balance at June 30, 2024 and 2023.

Additionally, the Company recorded the

remaining put premium of $ 43,520 into gain on extinguishment of debt during fiscal year 2023.

The total accrued interest from this loan

amounted to $ 45,541 and $ 35,722 as of June 30, 2024 and 2023, respectively.

Payable - others

June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000 AUD ($ 79,811 USD).

The maturity dates of these loans are both in June 2025 .

These loans bear interest at a rate of 12 % per annum.

The total balance of these

loans amounted to $ 79,811 and accrued interest of $ 665 as of June 30, 2024.

aggregate principal outstanding on the above loans was $ 145,091 and $ 65,280 as of June 30, 2024 and 2023, respectively.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 45,541 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

6 – NOTE PAYABLE AND CONVERTIBLE NOTES

August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10 % original issue discount

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

of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%

if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity

date), unless the Company and the Lender agree to otherwise effect repayment .

The Promissory Note contains certain customary events of

default set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy,

liquidation and failure by the Company to pay the principal and interest due under the Promissory Note.

On May 7, 2024, the August 2023

Lender notified the Company that the 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory

Note to September 30, 2024.

interest from this note amounted to $ 15,536 as of June 30, 2024.

Amortization of debt discount from the promissory note for the year

ended June 30, 2024 was $ 12,000 .

The total principal outstanding under this note was $ 132,000 and remaining debt discount of $ 0 as of

June 30, 2024 as reflected in the accompanying consolidated balance sheet as note payable of $ 132,000 .

Diagonal Lending Promissory Notes

May 24, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal

and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.

The principal and accrued interest is payable

on or before March 30, 2025.

Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate

of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid.

Accrued, unpaid interest and outstanding principal,

subject to adjustment, shall be paid on November 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a

total payback to the Holder of $ 56,580 ).

The first payment of $ 7,072.50 shall be due on December 30, 2024 with 3 subsequent payments

each month thereafter.

The Company shall have a five (5) day grace period with respect to each payment.

June 10, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal

and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.

The principal and accrued interest is payable

on or before April 15, 2025.

Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate

of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid.

Accrued, unpaid interest and outstanding principal,

subject to adjustment, shall be paid on December 15, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a

total payback to the Holder of $ 56,580 ).

The first payment of $ 7,072.50 shall be due on January 15, 2025 with 3 subsequent payments each

month thereafter.

The Company shall have a five (5) day grace period with respect to each payment.

BIOPHARMA, INC.

2 unchanged sentences

30, 2024 and 2023

6 – CONVERTIBLE NOTES

Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

At any time following an event of

default, the noteholder shall have the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares

of common stock.

The conversion price of the above notes shall mean 65 % multiplied by the lowest trading price for the common stock during

the 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.

Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 % default percentage

multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

total balance of these 1800 Diagonal Lending promissory notes amounted to $ 98,400 and accrued interest of $ 1,193 as of June 30, 2024.

total balance of the above three promissory notes, net of unamortized discount of $ 25,706 was $ 204,694 at June 30, 2024.

Company’s convertible notes outstanding at June 30, 2024 and 2023 were as follows:

OF CONVERTIBLE NOTES

SCHEDULE OF CONVERTIBLE NOTES

June 30, 2024

3 unchanged sentences

Convertible notes, net

Note Issued with Consulting Agreement

10, 2017 Consulting Agreement

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

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

convertible note.

The maturity date of the August 10, 2017 Convertible Note was August 2019 and is currently past due (see Note 9).

note accrues interest at a rate of 10 % per annum and is convertible into common stock at the lesser of $ 750 or 65 % of the three lowest

trades in the ten trading days prior to the conversion.

The note was fully earned upon signing the agreement and matures on August 10,

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

in fiscal year 2018.

Upon an event of default, principal and accrued interest will become immediately due and payable under the note.

Additionally, upon an event of default, at the election of the holder, the note would accrue interest at a default interest rate of 18 %

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

The consulting agreement had a three-month term and expired on August 16,

An aggregate total of $ 578,212 of this note was bifurcated with the embedded conversion option recorded as a derivative liability

at fair value.

During the year ended June 30, 2018, the consultant converted $ 140,000 of principal and $ 10,764 of interest.

year ended June 30, 2019, the consultant converted an additional $ 161,000 of principal and $ 19,418 of interest leaving a principal balance

owed of $ 9,000 at June 30, 2019.

During the year ended June 30, 2020, the consultant converted an additional $ 500 of principal and $ 5,248

of interest such that the remaining principal outstanding and accrued interest under this note as of June 30, 2020 was $ 8,500 and $ 22,168 ,

respectively.

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

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

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

All other terms of the August 10, 2017 Convertible Note shall remain in full force and effect.

Both parties agree that all future penalties under this note are waived unless the Company fails to authorize to distribute the requested

shares upon conversion.

The Company has the right to pay off the balance of any remaining amounts dues under this note in cash at any

time more than 60 days after March 15, 2021.

Prior to the Settlement Agreement, the Company recorded total liabilities $ 56,762 consisting

of remaining principal amount of $ 8,500 , accrued interest of $ 23,262 and accrued expenses of $ 25,000 .

Accordingly, the Company recognized

loss from settlement of debt of $ 43,238 during the year ended June 30, 2021 which is included in gain from settlement of debt, net in

the accompanying consolidated statements of operations.

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

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

total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 as of June 30, 2023 following conversion

of $ 79,000 of principal and $ 9,543 accrued interest during the year ended June 30, 2023 (see Note 8).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Fund Financing Agreements

30, 2019 Securities Purchase Agreement

August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant to which

Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the aggregate principal

amount of $ 550,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

The transaction closed on August 30, 2019 and the Company received payment on September 4, 2019 in the amount of $ 550,000 ,

of which $ 5,000 was paid directly toward legal fees and $ 40,000 to Auctus for due diligence fees resulting in net cash proceeds of $ 505,000 .

The maturity date of the August 30, 2019 Auctus Note was August 30, 2020 .

The August 30, 2019 Auctus Note bore interest at a rate of

10 % per annum, but not payable until the August 30, 2019 Auctus Note became payable, whether at the maturity date or upon acceleration

or by prepayment.

The note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a $ 366,667 put premium.

The August 30, 2019 Auctus Note may not be prepaid without the written consent of Auctus.

Any amount of principal or interest which was

not paid when due shall bear interest at the rate of 24 % per annum.

Additionally,

Auctus had the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus Note,

at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default Amount if an

event of default occurs, which was an amount equal to 125 % of an amount equal to the then outstanding principal amount of the August

30, 2019 Auctus Note (but not less than $ 15,000 ) plus any interest accrued from August 30, 2019 at the default interest rate of 24 % per

annum, for shares of the Company’s common stock at the then-applicable conversion price.

Upon the holder’s election to convert

accrued interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those amounts in cash.

may also be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135% multiplied by the sum of (a)

the then outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests, if any.

conversion price for the August 30, 2019 Auctus Note was a Variable Conversion Price, being 60 % of the Market Price on the date of conversion.

Notwithstanding the foregoing, Auctus was restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by Auctus and its affiliates, exceeds 4.99 % of the outstanding shares of the Company’s common stock.

connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase

450 shares of the Company’s common stock (the “First Warrant”) as a commitment fee upon the terms and subject to the

limitations and conditions set forth in such First Warrant at an “Exercise Price” of $ 2,250,000 .

In connection with the issuance

of the Note, the Company shall issue a common stock purchase warrant to Buyer to purchase 300 shares of the Company’s common stock

(the “Second Warrant”) as a commitment fee upon the terms and subject to the limitations and conditions set forth in such

Second Warrant at an “Exercise Price” of $ 3,330,000 .

In connection with the issuance of the Note, the Company shall issue

a common stock purchase warrant to Buyer to purchase 225 shares of the Company’s common stock (the “Third Warrant”)

as a commitment fee upon the terms and subject to the limitations and conditions set forth in such Third Warrant at an “Exercise

Price” of $ 4,500,000 .

The First Warrant, Second Warrant, and Third Warrant shall collectively be referred as the “Warrants”.

The Warrants have an “Exercise Period” of five years from the date of issuance being August 30, 2019.

Under the terms of

the Purchase Agreement and the Warrants, the Selling Security Holder may not either convert the Notes nor exercise the Warrants to the

extent (but only to the extent) that the Selling Security Holder or any of its affiliates would beneficially own a number of shares of

our Common Stock which would exceed 4.99 % of our outstanding shares.

The Company accounted for the warrants by using the relative fair

value method and recorded debt discount from the relative fair value of the warrants of $ 375,905 using a simple binomial lattice model.

connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration

Rights Agreement”).

Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock underlying

the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein).

The Registration Rights

Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

Note was subject to customary default provisions and also includes a cross-default provision which provides that a breach or default

by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after the passage

of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements.

Upon occurrence of any such event, the Holder was entitled (but in no event required) to apply all rights and remedies

of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreements or the Note.

August 30, 2019 Auctus Note contained certain events of default, upon which principal and accrued interest were to become immediately

due and payable.

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

of 24 % per annum.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 358,965

and accrued interest of $ 486 as of June 30, 2020 following conversion of $ 191,035 of the principal balance and $ 43,176 of accrued interest

during the year ended June 30, 2020.

Accordingly, $ 127,356 of the put premium was released in respect of the August 30, 2019 Auctus Note

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

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 32,848

and accrued interest of $ 0 as of June 30, 2021 following conversion of $ 326,117 of the principal balance and $ 39,536 of accrued interest

during the year ended June 30, 2021.

Accordingly, $ 217,411 of the put premium was released in respect of the August 30, 2019 Auctus Note

during the year ended June 30, 2021 following conversion of the principal balance.

total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 0 and

accrued interest of $ 0 as of June 30, 2022 following conversion of $ 32,848 of the principal balance and $ 716 of accrued interest during

the year ended June 30, 2022.

Accordingly, $ 21,899 of the put premium was released in respect of the August 30, 2019 Auctus Note during

the year ended June 30, 2022 following conversion of the principal balance.

Accordingly, there was no outstanding principal balance as

of June 30, 2022.

Bridge Securities Purchase Agreements

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

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

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

Pursuant to the terms of such securities

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

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

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

purchased the Crown Bridge Note from the Company in the aggregate principal amount of $ 108,000 ,

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

issuance of such note.

Pursuant to the terms of such securities purchase agreement, Crown Bridge deducted $ 3,000

from the principal payment due under the Crown Bridge Note, at the time of closing, to be applied to its legal expenses, and there

was a $ 5,000

original issuance discount resulting in $ 100,000

net proceeds to the Company.

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

The maturity date of the Crown Bridge

Note was October 3, 2020 and is currently past due.

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

maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

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

Additionally,

5 unchanged sentences

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

such notice was received.

subject to 4.99 % or 9.99 % beneficial ownership limitations.

such notice was received subject to 4.99 % or 9.99 % beneficial ownership limitations .

The Crown Bridge Note was treated as stock settled

5 unchanged sentences

of default may trigger penalty and liquidated damage provisions.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

total principal amount outstanding under the Crown Bridge Note was $ 65,280 and accrued interest of $ 7,232 as of as of June 30, 2020 following

total principal amount outstanding under the Crown Bridge Note was $ 65,280 and accrued interest was $ 7,232 as of June 30, 2020 following

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

7 unchanged sentences

of $ 16,000 .

total principal amount outstanding under the Crown Bridge Note was $ 65,280 and accrued interest of $ 25,930 as of June 30, 2022.

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

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

Consequently, as

of June 30, 2023, the Company reclassified the remaining principal balance of $ 65,280 from a convertible note into a loan payable.

Additionally,

the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment of debt during the year ended June 30, 2023.

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

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

Holdings Securities Purchase Agreements

1, 2019 Securities Purchase Agreement

October 1, 2019, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased a

convertible promissory note (the “October 1, 2019 GW Note”) from the Company in the aggregate principal amount of $ 131,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW Holdings any

time after the six-month anniversary of the October 1, 2019 GW Holdings Note.

The transactions contemplated by the GW Holdings Securities

Purchase Agreement closed on October 1, 2019.

Pursuant to the terms of the GW Holdings Securities Purchase Agreement, the lender deducted

$ 6,000 from the principal payment due under the October 1, 2019 GW Note, at the time of closing, to be applied to its legal expenses.

The Company used the net proceeds of $ 125,000 from the October 1, 2019 GW Note for general working capital purposes.

The maturity date

of the October 1, 2019 GW Holdings was October 1, 2020 .

The October 1, 2019 GW Holdings Note bore interest at a rate of 8 % per annum,

which interest was paid by the Company to GW Holdings in shares of the Company’s common stock;

but was not payable until the October

1, 2019 GW Holdings Note became payable, whether at the maturity date or upon acceleration or by prepayment.

10, 2020 Securities Purchase Agreement

December 10, 2020, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased

a convertible promissory note (the “December 10, 2020 GW Note”) from the Company in the aggregate principal amount of $ 131,000 ,

such principal and the interest thereon convertible into shares of the Company’s common stock at the option of GW Holdings anytime

from the issuance of the December 10, 2020 GW Holdings Note.

The transactions contemplated by the GW Holdings Securities Purchase Agreement

closed on December 10, 2020.

Pursuant to the terms of the GW Holdings Securities Purchase Agreement, the lender deducted $ 6,000 from

the principal payment due under the December 10, 2020 GW Note, at the time of closing, to be applied to its legal expenses.

used the net proceeds of $ 125,000 from the December 10, 2020 GW Note for general working capital purposes.

The maturity date of the December

10, 2020 GW Holdings was December 10, 2021 .

The December 10, 2020 GW Holdings Note bore interest at a rate of 8 % per annum, which interest

may be paid by the Company to GW Holdings in shares of the Company’s common stock;

but shall not be payable until the December

10, 2020 GW Holdings Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

above notes issued to GW Holdings contain certain events of default, upon which principal and accrued interest were to become immediately

due and payable.

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

of 24 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.

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

Additionally,

GW Holdings had the option to convert all or any amount of the principal face amount of the notes issued to GW Holdings at any time from

the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs,

which is an amount between 110 % and 150 % of an amount equal to the then outstanding principal amount of such notes plus any interest

accrued, for shares of the Company’s common stock at the then-applicable conversion price.

conversion price for the above GW Holdings notes was equal to a 40% discount of the lowest closing bid price (“Lowest Trading Price”)

of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which

a Notice of Conversion was received.

Notwithstanding the foregoing, GW Holdings shall be restricted from effecting a conversion if such

conversion, along with other shares of the Company’s common stock beneficially owned by GW Holdings and its affiliates, exceeds

4.99 % of the outstanding shares of the Company’s common stock which may be increased up to 9.99 % upon 60 days prior written notice

by the GW Holdings to the Company.

notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 put premium.

total principal amount outstanding under the above October 1, 2019 GW Holdings financing agreement was $ 30,000 and accrued interest of

$ 1,776 as of June 30, 2020 following conversion of $ 101,000 of the principal balance and $ 5,082 of accrued interest during the year ended

June 30, 2020.

The total principal amount and accrued interest outstanding under the above October 1, 2019 GW Holdings financing agreement

was $ 0 as of June 30, 2021 following conversion of $ 30,000 of the principal balance and $ 3,877 of accrued interest during the year ended

June 30, 2021.

Accordingly, $ 67,333 and $ 20,000 of the put premium was reclassed to additional paid in capital during the year ended

June 30, 2020 and 2021, respectively, following conversion of the principal balance.

This note was fully converted into common stock

in fiscal 2021.

total principal amount outstanding under the above December 10, 2020 GW Holdings financing agreement, was $ 90,000 and accrued interest

of $ 4,636 as of June 30, 2021 following conversion of $ 41,000 of the principal balance and $ 1,084 of accrued interest during the year

ended June 30, 2021.

Accordingly, $ 27,333 of the put premium was reclassed to additional paid in capital in respect of the October 1,

2019 GW Holdings Note during the year ended June 30, 2021 following conversion of the principal balance.

total principal amount outstanding and accrued interest under the above December 10, 2020 GW Holdings financing agreement, was $ 0 as

of June 30, 2022 following conversion of $ 90,000 of the principal balance, $ 7,885 of accrued interest and $ 4,000 default penalty during

the year ended June 30, 2022.

Accordingly, $ 60,000 of the put premium was reclassed to additional paid in capital in respect of the December

10, 2020 GW Holdings Note during the year ended June 30, 2022 following conversion of the principal balance.

Roth Remark Securities Purchase Agreements

2, 2020 Securities Purchase Agreement

December 2, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc.(“Geneva Roth”),

pursuant to which Geneva Roth purchased a convertible promissory note (the “December 2, 2020 Geneva Roth”) from the Company

in the aggregate principal amount of $ 78,000 , such principal and the interest thereon convertible into shares of the Company’s

common stock at the option of Geneva Roth any time after the six month anniversary of the December 2, 2020 Geneva Roth.

2, 2020 Geneva Roth contained an original discount of $ 3,000 .

The Company used the net proceeds from the December 2, 2020 Geneva Roth

for general working capital purposes.

The maturity date of the December 2, 2020 Geneva Roth Note was December 2, 2021 .

The December 2,

2020 Geneva Roth Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of

the Company’s common stock;

but shall not be payable until the December 2, 2020 Geneva Roth Note becomes payable, whether at the

maturity date or upon acceleration or by prepayment.

total principal amount outstanding under the Crown Bridge Note was $ 65,280 and accrued interest was $ 25,930 as of June 30, 2022.

BIOPHARMA, INC.

2 unchanged sentences

30, 2024 and 2023

5, 2021 Securities Purchase Agreement

January 5, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “January 5, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 68,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the January 5, 2021 Geneva Roth.

The January 5, 2021 Geneva Roth contained

an original issue discount of $ 3,500 .

The Company used the net proceeds from the January 5, 2021 Geneva Roth for general working capital

The maturity date of the January 5, 2021 Geneva Roth Note was January 5, 2022 .

The January 5, 2021 Geneva Roth Note bore interest

at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

shall not be payable until the January 5, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or

by prepayment.

16, 2021 Securities Purchase Agreement

March 16, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “March 16, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 63,500 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the March 16, 2021 Geneva Roth.

The March 16, 2021 Geneva Roth contained an

original discount of $ 3,500 .

The Company used the net proceeds from the March 16, 2021 Geneva Roth for general working capital purposes.

maturity date of the March 16, 2021 Geneva Roth Note was March 16, 2022 .

The March 16, 2021 Geneva Roth Note bore interest at a rate

of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

but shall not

be payable until the March 16, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

19, 2021 Securities Purchase Agreement

August 19, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva

Roth purchased a convertible promissory note (the “August 19, 2021 Geneva Roth”) from the Company in the aggregate principal

amount of $ 103,750 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of Geneva Roth any time after the six-month anniversary of the August 19, 2021 Geneva Roth.

The August 19, 2021 Geneva Roth contained

an original discount of $ 3,750 .

The Company used the net proceeds from the August 19, 2021 Geneva Roth for general working capital purposes.

The maturity date of the August 19, 2021 Geneva Roth Note was August 19, 2022 .

The August 19, 2021 Geneva Roth Note bore interest at

a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares of the Company’s common stock;

not be payable until the August 19, 2021 Geneva Roth Note becomes payable, whether at the maturity date or upon acceleration or by prepayment.

22, 2021 Securities Purchase Agreement

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

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

Consequently, during

fiscal year 2023, the Company reclassified the remaining principal balance of $ 65,280 from a convertible note into a loan payable.

Additionally,

effective September 22, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant

to which Geneva Roth purchased a convertible promissory note (the “September 22, 2021 Geneva Roth”) from the Company in the

aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of the Company’s common

stock at the option of Geneva Roth any time after the six-month anniversary of the September 22, 2021 Geneva Roth.

The September 22,

2021 Geneva Roth contains an original discount of $ 3,750 .

The Company intends to use the net proceeds from the September 22, 2021 Geneva

Roth for general working capital purposes.

The maturity date of the September 22, 2021 Geneva Roth Note is September 22, 2022 .

The September

22, 2021 Geneva Roth Note bears interest at a rate of 8 % per annum, which interest may be paid by the Company to Geneva Roth in shares

of the Company’s common stock;

but shall not be payable until the September 22, 2021 Geneva Roth Note becomes payable, whether

at the maturity date or upon acceleration or by prepayment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

the first 60 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid

interest due under the above notes issued to Geneva Roth, 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 notes.

conversion price for the above Geneva Roth notes was equal to a 35 % discount of the market price 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.

Notwithstanding

the foregoing, Geneva Roth shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by Geneva Roth and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

These notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 203,269 put premium

for the five notes.

above Geneva Roth notes contained certain events of default, upon which principal and accrued interest will become immediately due and

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

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

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

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 132,000 and accrued interest of $ 3,477 as

of June 30, 2021 following conversion of $ 78,000 of the principal balance and $ 3,120 accrued interest during the year ended June 30,

Accordingly, $ 42,000 of the put premium was released in respect of the Geneva Roth financing agreements during the year ended June

30, 2021 following conversion of the principal balance.

total principal amounts outstanding under the above Geneva Roth financing agreements were $ 0 as of June 30, 2022 following conversion

of $ 299,500 of the principal balance and $ 11,980 accrued interest during the year ended June 30, 2022.

Accordingly, $ 161,269 of the put

premium was released to additional paid in capital in respect of the Geneva Roth financing agreements during the year ended June 30,

2022 following conversion of the principal balance.

the Company recorded the remaining put premium of $ 43,520 into gain on extinguishment of debt during fiscal year 2023.

Therefore, the

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

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

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

30, 2022 Securities Purchase Agreement

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

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

Company in the aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of common stock

at the option of Sixth Street any time after the six-month anniversary of the October 21, 2021 Sixth Street Note.

The October 21, 2021

Sixth Street Note contained debt issue costs of $ 3,750 .

The Company used the net proceeds from the October 21, 2021 Sixth Street Note

for general working capital purposes.

The maturity date of the October 21, 2021 Sixth Street Note was October 21, 2022 .

The October 21,

2021 Sixth Street Note bore interest at a rate of 8 % per annum, which interest was payable in shares of common stock;

but was not payable

until the maturity date or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

26, 2021 Securities Purchase Agreement

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

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

of $ 53,750 , such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after

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

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

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

date of the November 26, 2021 Sixth Street Note was November 26, 2022 .

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

of 8 % per annum, which interest was payable in shares of common stock;

but was not payable until the maturity date or upon acceleration

or by prepayment of such note.

4, 2022 Securities Purchase Agreement

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

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

of $ 63,750 , such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after

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

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

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

date of the January 4, 2022 Sixth Street Note was January 4, 2023 .

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

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800

Diagonal”), which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the

“July 11, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon were convertible into shares of common stock at the option of 1800 Diagonal any time after

180 days of the July 11, 2022 1800 Diagonal Note.

The July 11, 2022 1800 Diagonal Note contained debt issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal Note for general working capital purposes.

The maturity date

of the July 11, 2022 1800 Diagonal Note was June

The 1800 Diagonal Note bore interest at a rate of 8 %

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

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

by prepayment of such note (see conversions below).

by prepayment of such note.

29, 2023 Securities Purchase Agreement

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

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

$ 68,750 , such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after

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

The March 7, 2022 Sixth Street Note contained debt issue costs of $ 3,750 .

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

The maturity date of

the March 7, 2022 Sixth Street Note was March 7, 2023 .

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

interest was payable in shares of common stock;

but was not payable until the maturity date or upon acceleration or by prepayment of

such note (see conversions below).

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 6, 2023, pursuant

to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal Note”) from the Company

in the aggregate principal amount of $ 65,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contained debt issue

costs of $ 5,000 .

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

The maturity date was June

19, 2023 Securities Purchase Agreement

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

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

of $ 68,750 , such principal and the interest thereon convertible into shares of common stock at the option of Sixth Street any time after

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

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

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

date of the April 12, 2022 Sixth Street Note was April 12, 2023 .

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

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

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

of such note.

July 19, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800

Diagonal purchased a convertible promissory note (the “July 19, 2023 1800 Diagonal Note”) from the Company in the

aggregate principal amount of $ 45,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note.

The July 19, 2023 1800 Diagonal Note contained debt issue

costs of $ 5,000 .

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

The maturity date was July

16, 2023 Securities Purchase Agreement

May 12, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

pursuant to which 1800 Diagonal purchased a convertible promissory note (the “May 12, 2022 1800 Diagonal Note”) from the

Company in the aggregate principal amount of $ 63,750 , such principal and the interest thereon convertible into shares of common stock

at the option of 1800 Diagonal any time after the six-month anniversary of the May 12, 2022 1800 Diagonal Note.

The May 12, 2022 1800

Diagonal Note contained debt issue costs of $ 3,750 .

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

working capital purposes.

The maturity date of the May 12, 2022 1800 Diagonal Note is May 12, 2023 .

The May 12, 2022 1800 Diagonal Note

bore interest at a rate of 8 % per annum, which interest is payable in shares of the common stock;

but is not payable until the maturity

date or upon acceleration or by prepayment of such note.

August 16, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800

Diagonal purchased a convertible promissory note (the “August 16, 2023 1800 Diagonal Note”) from the Company in the

aggregate principal amount of $ 55,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

Diagonal any time after 180 days of the August 16, 2023 1800 Diagonal Note.

The August 16, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

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

The maturity date was August

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 were 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 contained debt

issue costs of $ 5,000 .

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

The maturity date was October

BIOPHARMA, INC.

3 unchanged sentences

29, 2023 Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 11, 2022, pursuant to

which 1800 Diagonal purchased a convertible promissory note (the “July 11, 2022 1800 Diagonal Note”) from the Company in

the aggregate principal amount of $ 105,000 , such principal and the interest thereon convertible into shares of common stock at the option

of 1800 Diagonal any time after 180 days of the July 11, 2022 1800 Diagonal Note.

The July 11, 2022 1800 Diagonal Note contained debt

issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal Note for general working capital purposes.

The maturity date of the July 11, 2022 1800 Diagonal Note was June 30, 2023 .

The 1800 Diagonal Note bore interest at a rate of 8 % per

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

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

of such note.

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

the first 60 to 180 days following the date of the above listed notes, the Company has the right to prepay the principal and accrued

but unpaid interest due under the above notes issued, together with any other amounts that the Company may owe the holder under the terms

of the note, at a premium ranging from 110 % to 129 % as defined in the relevant note.

After this initial 180-day period, the Company does

not have a right to prepay such note.

conversion price for the above 1800 Diagonal notes is equal to 65 % (representing a 35% discount) of the market price of the common stock,

which is based on the average of the lowest three trading prices of the common stock for the ten trading days immediately prior to the

delivery of a notice of conversion of such note.

Notwithstanding the foregoing, such conversions are subject to 9.99 % beneficial ownership

All of the above 1800 Diagonal notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded

a total of $ 262,500 put premium, of which $ 56,538 was recorded during the year ended June 30, 2023.

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

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

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

Further, certain

events of default may trigger penalty and liquidated damage provisions.

events of default include, among others, failure to timely issue shares upon receipt of a notice of conversion, breach of covenants,

representations or warranties, insolvency, bankruptcy and liquidation (subject to cure periods), failure by the Company to pay the principal

and interest due under such note, failure to reserve at least five times the number of shares issuable upon full conversion of such note,

failure to maintain the listing of the common stock on at least one of the OTC markets or a national exchange, restatement of the Company’s

financial statements at any time after 180 days after the issuance date of such note if such restatement would reasonably constitute

a material adverse effect on 1800 Diagonal, the Company’s failure to comply with Exchange Act reporting requirements or the Company

ceases to be subject to such reporting requirements.

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

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 were 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 contained

debt issue costs of $ 5,000 .

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

The maturity date was September

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

1800 Diagonal Notes bore 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 was equal to a 35 % discount of the market price which means the average of the lowest three trading

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

Notwithstanding the

foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s

common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common

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

premium of $ 134,615 which was recorded during the year ended June 30, 2024.

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

addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 % per annum, or

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

Further, certain events

of default may trigger penalty and liquidated damage provisions.

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

will result in the Company paying a penalty of $ 1,000 per day, subject to certain exceptions.

4 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 CONSOLIDATED FINANCIAL STATEMENTS

30, 2023 and 2022

total principal amount outstanding under the above 1800 Diagonal notes was $ 265,000 and accrued interest of $ 6,081 as of June 30, 2022

following conversion of $ 117,500 of the principal balance and $ 4,700 accrued interest during the year ended June 30, 2022.

$ 63,269 of the put premium was released to additional paid in capital in respect to the purchase agreements with 1800 Diagonal during

the year ended June 30, 2022 following conversion of the principal balance.

total principal amount outstanding and accrued interest under the above 1800 Diagonal notes was $ 0 as of June 30, 2023 following conversion

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of June 30, 2024 following conversion

of $ 250,000 of the principal balance and $ 9,863 accrued interest during the year ended June 30, 2024.

Accordingly, $ 134,615 of the put

premium was released to additional paid in capital in respect of such purchase agreements with 1800 Diagonal during the year ended June

30, 2023 following conversion of the principal balance (see Note 8).

premium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements during the year ended June 30,

2024 following conversion of the principal balance.

Capital Securities Purchase Agreements

15, 2022 Securities Purchase Agreement

December 7, 2021, the Company entered into a securities purchase agreement with ONE44 Capital LLC (“ONE44”), pursuant to

which ONE44 purchased a convertible promissory note (the “December 7, 2021 ONE44 Note”) from the Company in the aggregate

principal amount of $ 170,000 , such principal and the interest thereon convertible into shares of common stock at the option of ONE44

any time after the six-month anniversary of the December 7, 2021 ONE44 Note.

The December 7, 2021 ONE44 Note contained an original discount

and debt issue cost for a total of $ 25,500 .

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

capital purposes.

The maturity date of the December 7, 2021 ONE44 Note was December 7, 2022 .

The December 7, 2021 ONE44 Note bore interest

at a rate of 10 % per annum, which interest was payable in shares of common stock;

but was not payable until the maturity date or upon

acceleration or by prepayment of such note.

29, 2022 Securities Purchase Agreement

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

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

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

March 29, 2022 ONE44 Note.

The March 29, 2022 ONE44 Note contained an original discount and debt issue cost for a total of $ 18,000 .

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

The maturity date of the March

29, 2022 ONE44 Note was March 29, 2023 .

The March 29, 2022 ONE44 Note bore interest at a rate of 10 % per annum, which interest was payable

in shares of common stock;

but was not payable until the maturity date or upon acceleration or by prepayment of such note.

15, 2022 Securities Purchase Agreement

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

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

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

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

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

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

The transaction contemplated by such purchase agreement closed on August

The August 15,

2022 One44 Note contains an original issue discount amount of $ 10,000 .

Pursuant to the terms of such purchase agreement, the Company

paid $ 5,500 for ONE44’s legal fees.

The Company used the net proceeds from the August 15, 2022 ONE44 Note for general working capital

The maturity date of the August 15, 2022 One44 Note is August 15, 2023 .

The August 15, 2022 ONE44 Note bears interest at a

rate of 10 % per annum, which is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

by prepayment of such note.

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

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500

for ONE44’s legal fees.

The Company used the net proceeds from the August

15, 2022 ONE44 Note for general working capital purposes.

The maturity date of the August 15, 2022 One44 Note was August 15,

The August 15, 2022 ONE44 Note bore interest at a rate of 10 %

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

prepayment of such note.

BIOPHARMA, INC.

3 unchanged sentences

14, 2023 Securities Purchase Agreement

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

redeemable note (the “February 14, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 111,111 , such

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

of the February 14, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on February 14, 2023.

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

Pursuant to the terms of such purchase agreement, the Company

paid $ 5,500 for ONE44’s legal fees.

The Company intends used the net proceeds from the February 14, 2023 ONE44 Note for general

working capital purposes.

The maturity date of the February 14, 2023 One44 Note is February 14, 2024 .

The February 14, 2023 ONE44 Note

bears interest at a rate of 10 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity

date or upon acceleration or by prepayment of such note.

following terms apply to all of the above ONE44 notes:

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

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

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

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

The transaction contemplated by such purchase agreement closed on

February 14, 2023.

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

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500

for ONE44’s legal fees.

The Company used the net proceeds from the February 14, 2023 ONE44 Note for general working capital

The maturity date of the February 14, 2023 One44 Note was February 14, 2024.

The February 14, 2023 ONE44 Note bore

interest at a rate of 10 %

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

by prepayment of such note.

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

such principal and the interest thereon are 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

The December 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 used the net proceeds from the December 8, 2023 ONE44 Note for general working capital

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:

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

4 unchanged sentences

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 $ 289,459 put premium

of which $ 133,305 was recorded 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 debt premium

of $ 133,305 during the year ended June 30, 2023 and recorded a total debt premium of $ 100,000 was recorded during the year ended June

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

10 unchanged sentences

ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20 %.

total principal amount outstanding under the above ONE44 notes was $ 235,700 and accrued interest of $ 9,519 as of June 30, 2022, following

conversion of $ 54,300 of the principal balance and $ 2,873 accrued interest during the year ended June 30, 2022.

Accordingly, $ 29,238

of the put premium was released to additional paid in capital in respect to the ONE44 notes during the year ended June 30, 2022 following

conversion of the principal balance.

total principal amount outstanding under the above ONE44 notes was $ 118,111 and accrued interest of $ 4,726 as of June 30, 2023, following

total principal amount outstanding under the above ONE44 notes was $ 118,111 and accrued interest was $ 4,726 as of June 30, 2023, following

conversion of $ 338,700 of the principal balance and $ 24,255 accrued interest during the year ended June 30, 2023.

1 unchanged sentence

of the put premium was released to additional paid in capital in respect to the purchase agreements with ONE44 during the year ended

June 30, 2023 following conversion of the principal balance (see Note 8).

June 30, 2023 following conversion of the principal balance.

total principal amount outstanding under the above ONE44 financing agreements was $ 119,300 and accrued interest was $ 6,726 as of June

30, 2024 following conversion of $ 148,811 of the principal balance and $ 9,909 accrued interest during the year ended June 30, 2024.

$ 98,311 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended

June 30, 2024 following conversion of the principal balance.

BIOPHARMA, INC.

4 unchanged sentences

12, 2022 Securities Purchase Agreement

August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS Capital

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

Note”) from the Company in the aggregate principal amount of $ 93,000 , such principal and the interest thereon convertible into

shares of common stock at the option of GS Capital.

The transaction contemplated by the GS Capital Purchase Agreement closed on August

The GS Capital Note contains a $ 5,000 original issue discount.

Pursuant to the terms of the GS Purchase Agreement, the Company

paid $ 3,000 for GS Capital’s legal fees.

The Company used the net proceeds ($ 85,000 ) from the GS Capital Note for general working

capital purposes.

maturity date of the GS Capital Note was April 12, 2023, but was extended to August 12, 2023 in April 2023.

The GS Capital Note bears

interest at a rate of 8 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or

upon acceleration or by prepayment of such note.

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

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

GS Capital is entitled, at its option, at

any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares

of common stock at a price per share equal to $2.80 per share (the “Fixed Price”).

However, in the event the common

stock trades below $2 per share for more than five consecutive trading days, then the Fixed Price becomes $1.30 per share.

of default, such conversion price equals 65 % of the lowest trading price of the common stock reported on the OTC Markets or other exchange

for the ten prior trading days, including the day upon which a notice of conversion is received by the Company.

The GS Capital Note is

subject to a 4.99 % beneficial ownership limitation.

Additionally,

such conversion price will be adjusted if the Company issues securities with more favorable conversion terms.

Currently, the effective

conversion price of this note is 60 % (representing a 40% discount) of the market price, which means the lowest closing bid prices of

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

August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS

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

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

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

The transaction

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

The GS Capital Note contained a $ 5,000

original issue discount.

Pursuant to the terms of the GS Purchase Agreement, the Company paid $ 3,000

for GS Capital’s legal fees.

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

from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note was April

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

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

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

by prepayment of such note.

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

requested by GS Capital by surrendering the same.

GS Capital was entitled, at its option, at any time after cash payment, to convert

all or any amount of the principal face amount of the GS Capital Note then outstanding into shares of common stock at a price per

share equal to $2.80 per share (the “Fixed Price”).

However, in the event the common stock trades below $2 per

share for more than five consecutive trading days, then the Fixed Price becomes $1.30 per share .

In the event of default,

such conversion price was equal to 65 %

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

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

The GS Capital Note was subject to a 4.99 %

beneficial ownership limitation.

Such note was fully converted during fiscal year 2024.

21, 2022 Securities Purchase Agreement

September 21, 2022, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased

a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 , such principal and the interest thereon

convertible into shares of common stock at the option of GS Capital.

The transaction contemplated by such purchase agreement closed on

September 26, 2022.

Such note contains a $ 4,000 original issue discount.

Pursuant to the terms of such purchase agreement, the Company

paid $ 2,500 for GS Capital’s legal fees.

The Company used the net proceeds ($ 65,000 ) from such note for general working capital

maturity date of such note is March 21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bears interest at a rate of

8 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or

a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 ,

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

The transaction

contemplated by such purchase agreement closed on September 26, 2022.

Such note contains a $ 4,000

original issue discount.

Pursuant to the terms of such purchase agreement, the Company paid $ 2,500

for GS Capital’s legal fees.

The Company used the net proceeds ($ 65,000 )

from such note for general working capital purposes.

maturity date of such note was March 21, 2023 but was extended to March 21, 2024 in April 2023.

Such note bore interest at a rate of

8 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or

by prepayment of such note.

Such note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,

Such note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations,

as requested by GS Capital surrendering the same.

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

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

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

3 unchanged sentences

In the event of default under such note, such

conversion price becomes 65 % of the lowest trading price of the common stock as reported on the OTC Markets or other exchange for the

conversion price was equal to 65 % of the lowest trading price of the common stock as reported on the OTC Markets or other exchange for the

ten prior trading days, including the day upon which a notice of conversion is received by the Company.

Such note is subject to 4.99 %

Such note was subject to 4.99 %

beneficial ownership limitations.

Such note was fully converted during fiscal year 2024.

23, 2023 Securities Purchase Agreement

August 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS

Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 77,500 ,

such principal and the interest thereon are 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

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

maturity date of the GS Capital Note was February 23, 2024 and is currently in default.

The GS Capital Note bore an interest at a rate

of 8 % per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares

of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration

or by prepayment.

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

as requested by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note is equal to $0.04 per share (the

“Fixed Price”), provided that the Fixed Price will be reduced to $0.02 per share in the event that the market price of the

Common Stock trades below $0.03 per share for five consecutive trading days.

In the event of a default under the Note and unless the

Fixed Price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately

preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains

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 are 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

The Company intends to use the net proceeds from the GS Capital Note for general working capital purposes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

maturity date of the GS Capital Note was April 12, 2024 and is currently in default.

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

per annum and was increased to 24% due to the event of a default, 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

12, 2024 Securities Purchase Agreement

April 12, 2024, 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 $ 27,500 ,

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

The GS Capital Note contains a $ 2,500

original issue discount.

The Company intends to use the net proceeds from the GS Capital Note for general working capital

maturity date of the GS Capital Note is October 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 $0.0017 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading

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.

following terms shall apply to all of the above GS Capital notes:

to the above GS Capital notes, 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.

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.

Additionally,

the conversion price will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.

Currently, the effective conversion price of this note is 60 % (representing a 40% discount) of the market price, which means the lowest

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

PROPANC BIOPHARMA, INC.

the conversion prices of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with

more favorable conversion terms.

The effective conversion price of the outstanding GS Capital notes are 60 % (representing a 40 % discount)

of the market price, which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the

delivery of a Notice of Conversion.

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

15 unchanged sentences

total of $ 75,300 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative

liabilities at fair value (see Note 12).

liabilities at fair value.

total principal outstanding and accrued interest under the above GS Capital notes were $ 110,500 and $ 8,364 , respectively, as of June

30, 2024, following conversion of $ 130,800 of the principal balance, $ 8,700 accrued interest (including $ 1,254 at default interest rate)

and $ 3,832 conversion fees during the year ended June 30, 2024.

The two GS Capital notes with total principal amount of $ 83,000 are currently

in default and accrue at a default interest rate of 24 % per annum.

At June 30, 2024, an aggregate total of $ 110,500 of the above GS Capital

notes were bifurcated with the embedded conversion option which are recorded as derivative liabilities at fair value as of June 30, 2024

(see Note 12).

Road Holdings Securities Purchase Agreement

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

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

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

thereon convertible into shares of common stock at the option of Red Road.

The transaction contemplated by the Red Road Purchase Agreement

closed on October 12, 2022.

The Company used the net proceeds ($ 50,000 ) from the Red Road Note for general working capital purposes.

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

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

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

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

The transaction

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

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

from the Red Road Note for general working capital purposes.

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

The Red Road Note bore interest at a rate of 8 % per annum, which interest was payable

in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of the Red Road Note, as

described below.

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

The Red Road Note

bore interest at a rate of 8 %

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

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

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

accrued at a default interest rate of 22 %

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

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

Red Road had the option to convert all or any amount

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

ending on the later of:

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

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

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

Pursuant to the terms of the Red Road Purchase Agreement,

the Company paid Red Road’s legal fees and due diligence expenses in the aggregate amount of $ 3,750 which was recorded as a debt

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

Red Road had the option to convert all or

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

Road Note and ending on the later of:

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

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

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

Pursuant to the terms of

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

which was recorded as a debt discount.

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

14 unchanged sentences

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

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

4 unchanged sentences

upon such event of default or prior events of default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

total principal amount outstanding and accrued interest under the above Red Road notes was $ 0 as of June 30, 2023 following conversion

4 unchanged sentences

Enterprises, LLC Securities Purchase Agreement

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

to which the Company issued Coventry a promissory note from the Company in the aggregate principal amount of $ 125,000 , such principal

and the interest thereon convertible into shares of the Company’s common stock following an event of default (the “Coventry

The Coventry Note contains a $ 25,000 original issue discount.

The Company used the net proceeds of $ 100,000 from the Coventry

Note for general working capital purposes.

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

pursuant to which the Company issued Coventry a promissory note from the Company in the aggregate principal amount of $ 125,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock following an event of

default (the “Coventry Note”).

The Coventry Note contains a $ 25,000

original issue discount.

The Company used the net proceeds of $ 100,000

from the Coventry Note for general working capital purposes.

Coventry Note bears interest at a rate of 10 % per annum, with $ 12,500 in guaranteed interest.

26 unchanged sentences

a total of $ 13,889 put premium during the year ended June 30, 2023.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

13 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

total principal amount outstanding and accrued interest under the above Coventry note was $ 144,951 including the default penalty as of

1 unchanged sentence

Accordingly, $ 561 of the put premium was released to additional paid in capital in respect of such purchase agreements with Coventry

during the year ended June 30, 2023 following conversion of the principal balance (see Note 8).

In July 2023, the Company fully paid

the remaining principal and accrued interest for a total of $ 142,908 (see Note 13).

Convertible note in default

The Coventry Note is currently past due and in default, consisting of $ 144,951

principal including default penalty and $ 22,749 accrued interest, which includes interest accruing at the default interest rate at 18 %.

during the year ended June 30, 2023 following conversion of the principal balance.

July 2023, the Company fully paid the remaining principal of $ 142,909 and accrued interest of $ 70 for a total of $ 142,979 .

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

of $ 2,043 and interest of $ 357 during the year ended June 30, 2024.

Accordingly, $ 13,328 of the put premium was released to additional

paid in capital in respect of such purchase agreements with Coventry during the year ended June 30, 2024 following conversion of the

principal balance.

LLC Securities Purchase Agreement

5, 2024 Securities Purchase Agreement

March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC

(“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal

amount of $ 50,000 , for a purchase price of $ 46,875 , after an original issue discount of $ 3,125 .

The Company paid legal and financing

costs of $ 7,500 .

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

The maturity date of the note is March

1, 2025 and the note bears interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the

event of a default.

20, 2024 Securities Purchase Agreement

June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase

a convertible promissory note from the Company in the aggregate principal amount of $ 33,750 , for a purchase price of $ 30,375 , after an

original issue discount of $ 3,375 .

The Company paid legal and financing costs of $ 5,200 .

The Company used the net proceeds therefrom

for general working capital purposes.

The maturity date of the note is June 20, 2025 and the note bears interest at a rate of eight percent

( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.

principal and interest on the notes are convertible into shares of common stock of the Company at the option of 104 at any time following

the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65 % of the lowest closing trade price

of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35 %).

Notwithstanding the foregoing,

such conversions are subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations

and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets.

Pursuant to the

notes, the Company is required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase

of such reserved amount to reflect the Company’s obligations under the notes.

The above 104 notes treated as stock settled debt

under ASC 480 and accordingly the Company recorded a total of $ 45,096 was recorded as a put premium during the year ended June 30, 2024.

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

due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases

to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty

percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (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 notes .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

104 notes contain certain events of default, including failure to pay principal and interest when due, failure to timely issue the conversion

shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation

platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements

with the U.S.

Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under

any other note issued to the Investor, as well as certain customary events of default set forth in the notes, including, among others,

breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation.

Upon an event of default, the notes will

become immediately due and payable by the Company.

total principal amount outstanding under the above 104 financing agreements was $ 83,750 and accrued interest was $ 1,429 as of June 30,

convertible notes in default

convertible notes for total principal amount of $ 83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently

in default as of the date of this filing.

of debt discounts

6 unchanged sentences

of all debt discounts for the years ended June 30, 2024 and 2023 was $ 294,005 and $ 202,952 , respectively.

Company reclassified $ 411,111 and $ 335,677 in put premiums to additional paid in capital following conversions during the year ended

Company reclassified $ 246,254 and $ 411,111 in put premiums to additional paid in capital following conversions during the years ended

June 30, 2024 and 2023, respectively.

13 unchanged sentences

30, 2013 through June 30, 2024.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

reconciliation of income tax expense computed at the U.S.

1 unchanged sentence

June 30, 2024 and 2023 is as follows:

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

SCHEDULE OF INCOME TAX PROVISION

before Income taxes

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Loss before Income taxes

$ ( 1,874,914 )

$ ( 2,790,407 )

Taxes under statutory US tax

Taxes under statutory US tax rates

$ ( 393,732 )

$ ( 585,986 )

Increase (decrease) in valuation

Prior period adjustment

Increase (decrease) in valuation allowance

Foreign tax rate differential

Income tax rate change

tax (expense) benefit

Prior period adjustment

Income tax (expense) benefit

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2024 and 2023 of $ 129,132

3 unchanged sentences

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

before 2021 .

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

5 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Deferred tax assets

Warrant Derivative

Warrant Derivative Liability

Accrued Expenses

1 unchanged sentence

Non-cash interest

Intangibles (Intellectual

Property and Patent Cost)

Intangibles (Intellectual Property and Patent Cost)

Deferred Rent

1 unchanged sentence

Net Operating Loss carryforward

Foreign Exchange Loss (OCI)

Revalue of derivative liability

Based Compensation

Gain on extinguishment of debt

Stock Based Compensation

Total Deferred tax assets

tax liabilities

Deferred tax liabilities

Research and Development

1 unchanged sentence

$ ( 202,568 )

Gain on extinguishment of

Raising Costs

Foreign Exchange Loss (OCI)

Capital Raising Costs

Total deferred tax liabilities

2 unchanged sentences

Net deferred tax assets

Valuation allowance

( 11,462,292 )

( 11,155,610 )

deferred tax assets

PROPANC BIOPHARMA, INC.

Net deferred tax assets

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

June 30, 2024, the Company had U.S.

4 unchanged sentences

The Australian tax

rate changed from 26 % in 2021 to 25 % in 2022 and remained at 25 % during 2023.

At June 30, 2023, the Company had Australia net operating

loss carry forwards of $ 26,933,305 which can be carried forward without expiration.

No tax benefit has been reported in the June 30,

2023 and 2022 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more

likely than not criteria and in consideration of available positive and negative evidence.

rate remained at 25 % during 2023 and 2024.

At June 30, 2024, the Company had Australia net operating loss carry forwards of $ 27,394,654

which can be carried forward without expiration.

No tax benefit has been reported in the June 30, 2024 and 2023 consolidated financial

statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration

of available positive and negative evidence.

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

40 unchanged sentences

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

PROPANC BIOPHARMA, INC.

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements

to reflect the Reverse Stock Split.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Preferred Stock

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.

16 unchanged sentences

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

There were none and 500,000 shares of

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

There were no shares of Series A Preferred

Stock issued and outstanding as of June 30, 2024 and 2023 for both periods.

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

29 unchanged sentences

Selling Shareholder holds the Draw Down Amount in its brokerage account and is eligible to trade the shares.

PROPANC BIOPHARMA, INC.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of

1 unchanged sentence

or (ii) an aggregate value of $ 250,000 .

Company agreed to pay to Dutchess a commitment fee for entering into the Purchase Agreement of 1,000 restricted shares of the Company’s

common stock.

The 1,000 shares of common stock were valued at approximately $ 20 per share or $ 20,000 , being the closing price of the

stock on November 30, 2021, the date of grant.

The shares were issued on December 10, 2021.

The Company initially recorded deferred offering

cost of $ 20,000 .

The Company deferred these costs until such time that the associated financings were completed.

Upon completion and

recognition of the proceeds, any deferred offering costs will be reported as a direct deduction from the amount of the proceeds received

as a charge to additional paid in capital.

During the year ended June 30, 2022, the $ 20,000 deferred offering cost was directly deducted

from the proceeds received below.

April 5, 2022 and June 30, 2022, the Company issued an aggregate of 25,663 shares of its common stock at an average price per share of

approximately $ 10 , as a result of delivering four draw down notices to the Investor.

Consequently, the Company received gross aggregate

proceeds of $ 99,285 and subscription receivable of $ 23,758 from such draw down notice.

The Company collected the $ 23,758 subscription

receivable in August 2022.

July 13, 2022, the Company issued 14,337 shares of its common stock at an average price per share of approximately $ 2 , as a result of

3 unchanged sentences

The Company received $ 23,758 of a previously recorded subscription receivable during the year ended June 30,

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

Growth Fund LP (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 collected the subscription

receivable of $ 8,822 in January 2024.

February 20, 2024, the Company issued 1,755,240 shares of its common stock at an average price per share of approximately $ 0.0013 , as

a result of delivering one draw down notice to the Investor for $ 2,260 .

June 11, 2024, the Company issued 15,768,400 shares of its common stock at an average price per share of approximately $ 0.0008 as a result

of delivering one draw down notice to the Investor for $ 11,975 .

Enterprises, LLC

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Stock during the 10 business days immediately preceding the Coventry Drawdown Notice date.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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

During the year ended

June 30, 2023, the Company has not received a Coventry Draw Down Notice.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

During the years ended

June 30, 2024 and 2023, the Company has not received a Coventry Draw Down Notice.

issued for conversion of convertible debt

the year ended June 30, 2023, the Company issued an aggregate of 5,061,180 shares of its common stock and common stock issuable of 807,230

at average contractual conversion prices ranging from $ 10 to $ 40 , as a result of the conversion of principal of $ 599,148 , interest of

$ 36,154 and conversion fees $ 2,250 underlying certain outstanding convertible notes converted during the year.

The total recorded to

equity was $ 657,125 including the $ 19,572 discussed below.

The common stock issuable of 7,326 shares were issued on July 12, 2022.

the year ended June 30, 2022, converted notes - principal of $ 1,000 and accrued interest of $ 8,000 contained bifurcated embedded conversion

option derivatives.

Accordingly, the fair market value of the shares issued upon conversion was $ 28,572 resulting in a loss on extinguishment

at the time of conversion of $ 19,572 and $ 2,069 of derivative liability fair value was recorded as a gain on extinguishment at the time

of conversion.

The Company reclassified $ 335,677 to additional paid in capital following conversions of notes accounted for as stock

settled debt during the year ended June 30, 2022.

the year ended June 30, 2023, the Company issued an aggregate of 5,061,180 shares of its common stock and common stock issuable of 807,230

at average contractual conversion price of $ 0.17 , as a result of the conversion of principal of $ 935,699 , interest of $ 80,586 and conversion

fees $ 1,838 underlying certain outstanding convertible notes converted during the year.

The total recorded to equity was $ 1,387,723 including

the $ 19,572 discussed above.

The common stock issuable of 807,230 shares were issued in July 2023.

The common stock issuable of 807,230 shares were

issued in July 2023.

in the above conversion during the year ended June 30, 2023 were principal aggregate amount of convertible notes of $ 168,200 , accrued

2 unchanged sentences

the time of conversion of $ 369,602 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 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements of operations.

of conversion, resulting in a net loss of $ 17,551 which is included in gain on extinguishment of debt in the accompanying consolidated

statements of operations.

the year ended June 30, 2024, the Company issued an aggregate of 445,963,937 shares of its common stock at average contractual conversion

price of $ 0.0013 , as a result of the conversion of principal of $ 531,654 , interest of $ 28,829 and conversion fees $ 3,832 underlying certain

outstanding convertible notes converted during the year.

in the above conversion during the year ended June 30, 2024 were aggregate principal amounts of convertible notes of $ 130,800 ,

accrued interest of $ 8,700

and conversion fees of $ 3,832

containing bifurcated embedded conversion option derivatives.

Accordingly, 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

which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

Company has 6,973,534,490 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

1 unchanged sentence

issued for services and accrued expenses

August 12, 2021, the Board approved the issuance of 2,800 shares of the Company’s common stock for bonus payable of $ 84,000 as

of June 30, 2021 to an employee who is the wife of the CEO of the Company.

The 2,800 shares of common stock were valued at approximately

$ 30 per share or $ 87,920 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified bonus payable of $ 84,000 to additional

paid in capital upon issuance.

August 12, 2021, the Board approved the issuance of 167 shares of the Company’s common stock for legal services rendered for the

month of August 2021.

The 167 shares of common stock were valued at approximately $ 50 per share or $ 7,883 , being the closing price of

the stock on August 31, 2021, the date of grant.

The shares were issued on September 3, 2021.

The Company recorded stock-based compensation

of $ 7,883 during the year ended June 30, 2022.

September 2021, the Company issued 2,820 shares of the Company’s common stock to a consultant for services rendered from July 2021

to September 2021 valued at approximately $ 40 per share or $ 104,611 , being the closing price of the stock on the date of grant to such

The Company recorded stock-based compensation of $ 104,611 during the year ended June 30, 2022.

January 20, 2022, the Board approved the issuance of 667 shares of the Company’s common stock for legal services rendered in January

The 667 shares of common stock were valued at approximately $ 30 per share or $ 20,000 , being the average closing prices of the stock

for the month of January 2022, the date of grant.

The Company recorded stock-based compensation of $ 20,000 during the year ended June

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

January 24, 2022, the Company issued 2,274 shares of the Company’s common stock to a consultant for services rendered from October

2021 to December 2021.

The Company issued 2,274 shares of the Company’s common stock valued at approximately $ 20 per share or $ 45,030 ,

being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation of $ 45,030

during the year ended June 30, 2022.

February 17, 2022, the Board approved the issuance of 1,148 shares of the Company’s common stock to a consultant for services rendered

upon the termination of the consulting agreement (see Note 9).

The Company valued the shares at approximately $ 20 per share or $ 24,000

being the closing price of the stock on the date of grant to such consultant.

The shares were issued on April 7, 2022.

The Company recorded

stock-based compensation of $ 24,000 during the year ended June 30, 2022.

April 13, 2022, the Company issued 3,834 shares of the Company’s common stock to a consultant for services rendered from January

2022 to March 2022.

The Company issued 3,834 shares of the Company’s common stock valued at approximately $ 12.2 per share or $ 46,771 ,

being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation of $ 46,771

during the year ended June 30, 2022.

June 30, 2022, the Board approved the issuance of 12,271 shares of the Company’s common stock to a consultant for services rendered

from April 2022 to June 2022.

The 12,271 shares was reflected as common stock issuable and was valued at approximately $ 3.70 per share

or $ 45,403 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 45,403 during the year ended June 30, 2022.

The common stock issuable of 12,271 shares were issued on July 1, 2022.

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

12 unchanged sentences

The common stock issuable of 608,423 shares were issued on July 10, 2023.

Cancellation Agreement

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

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

June 30, 2021, in exchange for common stock of the Company.

The Company and Nathanielsz entered into an Amended and Restated Employment

Agreement dated May 14, 2019 (the “Agreement”).

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

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

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

On July 20, 2021,

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

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

Pursuant to the Cancellation Agreement, Nathanielsz agreed

to cancel this Debt in exchange for 5,928 shares of the common stock of the Company (the “Shares”), valued at approximately

$ 30 per share or $ 186,139 , being the closing price of the stock on the date of grant.

The shares were issued on August 17, 2021.

Company recorded stock-based compensation of $ 8,299 during the year ended June 30, 2022 and reclassified bonus payable of $ 177,840 to

additional paid in capital upon issuance.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Cancellation Agreement

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

Julian Kenyon (“Kenyon”), Chief Scientific Officer

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

to that certain Amended and Restated Services Agreement by and between Kenyon and the Company, dated May 14, 2019, in exchange for 3,420

shares of common stock of the Company (the “Shares”), valued at approximately $ 30 per share or $ 107,388 , being the closing

price of the stock on the date of grant.

The shares were issued on August 17, 2021.

The Company recorded stock-based compensation of

$ 4,788 during the year ended June 30, 2022 and reclassified accrued expenses of $ 102,600 to additional paid in capital upon issuance.

Amended and Restated Director Agreement

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

Zelinger (“Zelinger”).

Pursuant to the terms of the Director Agreement, the Company shall pay Zelinger a base salary of $ 250.00

AUD ($ 184 USD) per month, payable on the first day of each month.

In addition, the Company may compensate Zelinger additional consideration

for advisory services performed by the Director, either in the form of cash or common stock, at the discretion of the Board.

issued 2,800 shares of common stock of the Company for accrued director services of $ 84,000 as of June 30, 2021.

The 2,800 shares of

common stock were valued at approximately $ 30 per share or $ 87,920 , being the closing price of the stock on the date of grant.

were issued on August 17, 2021.

The Company recorded stock-based compensation of $ 3,920 during the year ended June 30, 2022 and reclassified

accrued expenses of $ 84,000 to additional paid in capital upon issuance.

issued for exercise of warrants

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,000 from the exercise of 16 Series B Warrants with

an exercise price of $ 40,000 per share and issued 16 shares of common stock.

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

B Warrants with an exercise price of $ 40,000 per share and issued 12 shares of common stock.

the year ended June 30, 2022, the Company issued 56,800 shares of common stock from the alternate cashless exercise of 0.284 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.

the year ended June 30, 2023, the Company issued an aggregate of 559,999 shares of common stock and common stock issuable of 206,000

1 unchanged sentence

price of $ 0.001 or the par value of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

the year ended June 30, 2024, the Company issued an aggregate of 6,272,000 shares of common stock from the alternate cashless exercise

of 0.0314 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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exercise of these warrants.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

issued in connection with a convertible note

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summary of the Company’s stock option activity during the years ended June 30, 2024 and 2023 is presented below:

OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Price Per Share

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Outstanding at June 30, 2022

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Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Weighted average fair value of options granted

during the period

Aggregate intrinsic value

4 unchanged sentences

awards and restricted stock units.

the years ended June 30, 2023 and 2022, the Company recognized stock-based compensation of $ 0 and $ 72,513 related to vested stock options.

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

stock options were granted during the years ended June 30, 2023 and 2022.

PROPANC BIOPHARMA, INC.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

No stock options were granted during the years ended June 30, 2024

following table summarizes common stock warrant activity for the years ended June 30, 2024 and 2023:

OF WARRANT ACTIVITY

Price Per Share

SCHEDULE OF WARRANT ACTIVITY

Outstanding at June 30, 2022

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OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

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Series C warrants

Warrants with no class designation

Common stock warrants with no class

connection with the issuance of shares on April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement

10 unchanged sentences

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series A Warrants to purchase

12 unchanged sentences

alternate cashless exercise .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series B Warrants to purchase

16 unchanged sentences

of deemed dividend related to alternate cashless exercise.

Letter Agreement to Extend Termination

Agreement to Extend Termination Dates.

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

17 unchanged sentences

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

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Warrants Issued to Vendors

Issued to Vendors

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

14 unchanged sentences

of $ 17,499 during the year ended June 30, 2023 as reflected in the accompanying consolidated statements of operations.

the year ended June 30, 2022, the Company received aggregate gross proceeds of $ 625,001 from the exercise of 16 Series B Warrants and

issued 16 shares of common stock.

the year ended June 30, 2022, the Company issued 56,800 shares of common stock from the alternate cashless exercise of 0.284 Series A

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Granted to Lender – Related Party

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

pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).

Pursuant to such agreement, the term

of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears.

In connection with

such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise

price of $ 0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata

distribution) with an expiry date of July 5, 2026.

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

using the relative fair value method.

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

using a Black-Scholes model with the following assumptions:

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

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

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

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

3 unchanged sentences

price of $ 0.001 or the par value of common stock.

the year ended June 30, 2024, the Company issued an aggregate of 6,272,000 shares of common stock from the alternate cashless exercise

of 0.0314 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.

9 – COMMITMENTS AND CONTINGENCIES

13 unchanged sentences

is current on all subsequent filings.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

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are owed under the agreement.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Collaboration

2 unchanged sentences

In consideration of such services, the Company agreed to pay the University approximately

Euros ($ 59,508

USD) in year one and a maximum of 40,000

Euros ($ 45,775

USD) in year two.

Additionally, in exchange for

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

of net revenues to the University.

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

In consideration of such services, the Company agreed to pay the University approximately 30,000

Euros ($ 35,145

USD), which were paid in four installment payment

Euros in November 2020, 5,000

Euros ($ 5,858 )

in March 2021, 10,000

Euros ($ 11,715 )

in December 2021 and 10,000

Euros ($ 11,715 )

in September 2022.

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

pay the University 25,837

Euros ($ 30,268

52,000 Euros ($ 59,508 USD) in year one and a maximum of 40,000 Euros ($ 45,775 USD) in year two.

Additionally, in exchange for full ownership

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

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

to the Company.

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

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

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

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

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

In exchange for full ownership of the intellectual

property, the Company agreed to pay royalties of 2 %

of net revenues to the University.

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

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

1 unchanged sentence

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

In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 1 %

of net revenues each to two members of the Scientific

Advisory Board.

In consideration of such services, the Company agreed to pay the University approximately 53,200

Euros ($ 53,806

for full ownership of the intellectual property, the Company agreed to pay royalties of 1 % of net revenues each to two members of the

Scientific Advisory Board.

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

USD) payable as follows:

3 unchanged sentences

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

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

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

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

3 unchanged sentences

2023, there are no royalty fees owed to the University.

October 1, 2021, the Company entered into a consulting agreement (the “Consulting Agreement”) with a consultant who will

assist in the development of the Company’s business and financing activities.

The consultant will serve initially as an independent

contractor, and upon certain mutually agreed upon conditions being met, will be appointed Vice Chairman, President and Interim CFO.

term of the Consulting Agreement was for three years commencing on October 1, 2021 and can be terminated by either party upon 30 day

written notice.

The monthly payment per the Consulting Agreement was $ 7,000 .

The Company was to issue shares of common stock equal to

1% of the total issued and outstanding shares at the end of each year of service and to be expensed upon date of grant.

On February 17,

2022, the Board approved the issuance of 1,148,326 shares of the Company’s common stock to such consultant for services rendered

upon the termination of the Consulting Agreement (see Note 8).

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

10 unchanged sentences

30, 2023, the Board approved the issuance of 608,423 shares of the Company’s common stock to this consultant for services rendered

from April 2023 to June 2023 (see Note 8).

Accordingly, the Company has $ 0 balance owed to such consultant as of June 30, 2023.

May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, (see Note 10) for a monthly

rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use

assets $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

from April 2023 to June 2023.

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

Accordingly, the Company

has $ 0 balance owed to such consultant as of June 30, 2024.

May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”)

which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the

Consultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments

(“Offering”).

The engagement period shall end on the earlier of i) 12 months from the date of this agreement or ii) the final

closing if any of the Offering.

The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering

the sale of up to $ 15 million of equity, equity derivatives, and equity linked instruments of the Company.

The Company shall pay compensation

Financing Fees:

For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent ( 8.0 %) of the amount of capital raised,

invested or committed, payable in cash at the closing or closings of the financing to which it relates;

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

For debt placements, pay the Consultant a cash fee of six percent ( 6.0 %) of the amount of capital raised, invested or committed, payable

in cash at the closing or closings of the financing to which it relates.

As additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing

warrants (the “Warrants”) to purchase that number of shares of Common Stock equal to three percent ( 3.0 %) of the aggregate

proceeds sold in an offering.

The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from

the effective date of the Offering at a price per share equal to the Offering price.

The Warrants will provide for piggyback registration

rights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of

such warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations,

mergers, etc.

and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below

the offering price as permitted under FINRA Rule 5110(f)(2)(G).

Additionally,

the Consultant shall be entitled to a cash fee equal to eight percent ( 8.0 %) of the gross proceeds received by the Company from the sale

of any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement

period, in connection with any public or private financing or capital raise.

Merger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees:

The M&A Transaction fees shall be payable

to the Consultant in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent

( 5.0 %) of M&A Transaction consideration.

Company will be responsible for and will pay all expenses relating to the Offering as defined in the Agreement.

Additionally, the Company

will provide an expense advance (the “Advance”) to the Consultant of $ 50,000 , of which $ 25,000 was payable upon the execution

of the Agreement and $ 25,000 of which is payable upon the initial filing of a registration statement.

The Company paid $ 25,000 in May

2024 and has been recorded as deferred offering cost as of June 30, 2024.

Leases – Related Party

May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of

$ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded right-of-use assets

$ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

is summarized below:

OF RIGHT OF USE ASSET

June 30, 2023

June 30, 2022

SCHEDULE OF RIGHT OF USE ASSET

accumulated amortization

Right-of-use asset, net

Right-of-use asset,

Lease liabilities are summarized below:

OF OPERATING LEASE LIABILITY

June 30, 2023

June 30, 2022

SCHEDULE OF OPERATING LEASE LIABILITY

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

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

OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2024

office lease,

current portion

Long term portion

of lease liability

future minimum lease payments under non-cancelable operating lease at June 30, 2024 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2025

Imputed interest

Total operating lease liability

Total operating lease

weighted average remaining lease term for the operating lease is 0.76 years as of June 30, 2024.

PROPANC BIOPHARMA, INC.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

10 – RELATED PARTY TRANSACTIONS AND BALANCES

21 unchanged sentences

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

payable - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 .

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

payable -long-term- Related Party

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

pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).

Pursuant to such agreement, the term

of such loan is three (3) years, ending on July 5, 2026 , with an interest rate of 10 % to be paid monthly in arrears.

In connection with

such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise

price of $ 0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata

distribution) with an expiry date of July 5, 2026 (see Note 5).

and Services Agreements with Management

28 unchanged sentences

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

to a February 25, 2016 board resolution, James Nathanielsz is paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose of acquiring

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

to a February 25, 2016 board resolution, James Nathanielsz was paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose of acquiring

and maintaining an automobile.

1 unchanged sentence

Nathanielsz’s car allowance which expired in August 2022.

No payments were made during the year ended June 30, 2023.

For the fiscal years ended June 30, 2024 and 2023, $ 17,714 USD

and $ 3,344 USD, respectively, was paid to Mr.

Nathanielsz for use of a vehicle.

August 12, 2021, the Board approved a bonus of $ 177,840 USD.

12 unchanged sentences

balance sheet.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024.

In January 2024,

the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 145,599 USD) bonus payable

as of June 30, 2024 which was included in accrued expenses in the accompanying consolidated balance sheet.

and Restated Employment Agreement

45 unchanged sentences

are considered issuable as of June 30, 2024 and 2023.

August 12, 2021, pursuant to a Cancellation Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420

shares of common stock of the Company.

As of June 30, 2023 and 2022, total accrued salaries of $ 96,000 AUD ($ 64,627 USD) and $ 82,500

AUD ($ 56,050 USD), respectively, were included in accrued expenses in the accompanying consolidated balance sheets.

of June 30, 2024 and 2023, total accrued salaries of $ 148,000 AUD ($ 97,044 USD) and $$ 96,000 AUD ($ 64,627 USD), respectively, were included

in accrued expenses in the accompanying consolidated balance sheets.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

2 unchanged sentences

on the consolidated balance sheet as accumulated other comprehensive income.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

11 – CONCENTRATIONS AND RISKS

4 unchanged sentences

has not experienced any losses in such accounts through June 30, 2024.

fiscal year 2022, the Company primarily relied on funding from three convertible debt lenders and received net proceeds after deductions

of $ 73,500 for original issue discounts and debt issue costs from the lenders of $ 766,500 (from each of the three lenders of $ 160,000 ,

$ 360,000 and $ 246,500 , respectively) which represents approximately 21 %, 47 % and 32 %, respectively of total proceeds received by the

Company during fiscal year 2022.

fiscal 2023, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of

2 unchanged sentences

during fiscal 2023.

fiscal 2024, the Company primarily relied on funding from five convertible and non-convertible debt lenders and received net proceeds

after deductions of $ 103,900 for original issue discounts and debt issue costs from each of the five lenders of $ 295,000 , $ 150,000 , $ 127,500 ,

$ 120,000 and $ 224,885 , respectively which represents approximately 28 %, 14 %, 12 %, 11 % and 21 %, respectively of total net proceeds received

by the Company during fiscal 2024.

Concentration

6 unchanged sentences

Malaysia, South Africa, Republic of Korea, India and Brazil.

In Canada and Mexico, the patent applications have been accepted as of this

fiscal year 2023.

In Canada and Mexico, the patent applications have been accepted as of fiscal

2016 and early 2017, the Company filed other patent applications.

8 unchanged sentences

July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 62

granted, allowed, or accepted patents and 14 patents filed, or under examination in key global jurisdictions relating to the use

of proenzymes against solid tumors, covering the lead product candidate PRP.

Presently, there are 84 granted,

allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

7 unchanged sentences

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

PROPANC BIOPHARMA, INC.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

7 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 75,300 (2 notes) and $ 79,000 (1 note) of convertible debt,

The Company had $ 110,500 (3 notes) and $ 75,300 (2 notes) of convertible debt,

which were treated as derivative instruments outstanding at June 30, 2024 and 2023, respectively.

6 unchanged sentences

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

Initial Valuations

(on new derivative

instruments entered

the year ended

June 30, 2023)

228.29 – 256.02 %

during the year ended June 30, 2024)

Expected Remaining Term (in years)

Risk Free Interest Rate

3.13 – 4.42 %

Expected dividend yield

June 30, 2023

June 30, 2022

Expected remaining term

9 unchanged sentences

June 30, 2024

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

Embedded conversion

option liabilities

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June

June 30, 2023

Identical Assets

Observable Inputs

Unobservable Inputs

Embedded conversion option liabilities

Embedded conversion

option liabilities

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

following is a roll forward for the years ended June 30, 2024 and 2023 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2022

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

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Gain on debt extinguishment

Change in fair value included in statements of operations

Change in fair value included

in statements of operations

Balance at June 30, 2023

Beginning balance

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

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

Gain on debt extinguishment

Change in fair value included in statements of operations

Change in fair value included

in statements of operations

Balance at June 30,

Ending balance

13 – SUBSEQUENT EVENTS

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.

portion of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note (Coventry

Note) held by a third-party investor and which had been in default (see Note 6).

August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10% original issue discount

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

on November 15, 2023 and accrues interest at a rate of 10 % per annum, which may be increased to 18 % in the event of a default.

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

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

of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%

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

the Lender agree to otherwise effect repayment.

The Promissory Note contains certain customary events of default set forth in the Promissory

Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by

the Company to pay the principal and interest due under the Promissory Note.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

of convertible notes

Diagonal Lending, LLC Securities Purchase Agreements

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

which closed on July 6, 2023, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal

Note”) from the Company in the aggregate principal amount of $ 65,000 , such principal and the interest thereon convertible into

shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contains debt issue costs of $ 5,000 .

The Company intends to use the net proceeds for general working

capital purposes.

The maturity date is June 29, 2024 .

July 19, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “July 19, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 45,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note.

The July 19, 2023 1800 Diagonal Note contains debt

issue costs of $ 5,000 .

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

The maturity date is July 19,

August 16, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “August 16, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 55,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the August 16, 2023 1800 Diagonal Note.

The August 16, 2023 1800 Diagonal Note contains debt

issue costs of $ 5,000 .

Payable – Related Party

August 1, 2024, the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated

with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 150,000

AUD ($ 97,649 USD).

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

The maturity date of the

Loan is November 1, 2024 , or sooner at the discretion of the Company, and the Loan bears an interest rate of 12 % per annum and default

interest rate of 18 % per annum.

The Company has the right to prepay in full at any time with no prepayment penalty.

By mutual consent

the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at

a 35 % discount to lowest daily balance of the five preceding trading days.

August 26, 2024, the Company entered into and closed a loan agreement with one of the members of the Board of Directors of the Company

(the “Board Member”), pursuant to which the Board Member loaned the Company an aggregate principal amount of $ 85,000 AUD

($ 57,638 USD).

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

The maturity date is August

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 this convertible notes as stock settled debt under ASC 480.

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

addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 % per annum, or

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

Further, certain events

of default may trigger penalty and liquidated damage provisions.

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

will result in the Company paying a penalty of $ 1,000 per day, subject to certain exceptions.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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

There is no maturity date

or interest rate on this loan and it is intended to be repaid as soon as practicable at the discretion of the Company.

of convertible notes

Capital Partners, LLC Securities Purchase Agreement

August 2, 2024, 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 $ 33,000 ,

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

The GS Capital Note contains a $ 3,000

original issue discount.

The Company intends to use the net proceeds from the GS Capital Note for general working capital

maturity date of the GS Capital Note is February 2, 2025 .

5 unchanged sentences

The initial conversion price

for the GS Capital Note is equal to $0.04 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to

$0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive trading days.

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

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

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

Pursuant to the Note, in the event that such conversion price

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

of its Common Stock, as applicable.

for the GS Capital Note is equal to $0.0017 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading

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

1 unchanged sentence

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

PROPANC BIOPHARMA, INC.

the holder of the Note).

The GS Capital note shall be bifurcated from the embedded conversion option which was recorded as derivative

liabilities at fair value.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023 and 2022

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).

Additionally,

in connection with the Equity Line Agreement, the Company and the Investor entered into a registration rights agreement, dated July 20,

2023 (the “Registration Rights Agreement”), pursuant to which the Company agreed to register the maximum number of Shares

within 45 days of the date of the Registration Rights Agreement, subject to any comments from the SEC and applicable laws, rules and

Company issued an aggregate of 2,282,000

shares of common stock from the alternate

cashless exercise of 0.011

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 event that resulted

in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference between the fair value

of the warrants without the down round feature or before the strike price reduction and the fair value of the warrants with a strike

price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed

dividend of $ 142,575

and a corresponding reduction of income available

to common stockholders upon the alternate cashless exercise of these warrants.

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital

under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

After this initial

180-day period, the Company does not have a right to prepay such notes.

the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 % per annum

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

In the event that

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

Capital notes, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th day after

the conversion notice was delivered to the Company.

This penalty increases to $ 500 per day beginning on the 10 th day.

event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding

principal amount increases by 20 %.

above GS Capital note will be bifurcated from the embedded conversion option which shall be recorded as derivative liabilities at fair

issued for conversion of convertible debt

July 1, 2024 through September 19, 2024, the Company issued an aggregate of 209,219,529 shares of its common stock at an average contractual

conversion price of $ 0.02 as a result of the conversion of principal of $ 98,954 , accrued interest of $ 7,071 and conversion fees of $ 1,277

conversion price of $ 0.0003 as a result of the conversion of principal of $ 44,925 , accrued interest $ 7,053 and conversion fees of $ 2,548

underlying certain outstanding convertible notes converted during such period.

1 unchanged sentence

paid in capital following these conversions.

August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August

12, 2024 to October 12, 2024 for a total fee of $ 7,500 for each consultant.

In August 2024, the Company issued an aggregate of 15,000,000

shares of common stock to the consultants related to this consulting agreement.

Those shares were valued at approximately $ 0.001 per

share or $ 15,000 , being the closing price of the stock on the date of grant to such consultants.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Reverse Stock Split (Unaudited)

On August 7, 2024, the Company received written consent

in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of August 7,

2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to, and the Company

accordingly intends to, effectuate and execute a reverse stock split of the Company’s 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 the Company’s outstanding stock options, warrants and equity incentive plans.

The Company is awaiting the approval of

Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split.

unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split.

assumption to the loss per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of

shares from the ratio.

SCHEDULE OF LOSS PER SHARE BASIS OF REVERSE

Historical per share data – (Pre- Split basis)

June 30, 2024

June 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

The assumption inherent in the table below is a reverse

split of 1:100,000.

Historical per share data – (Post- Split basis)

June 30, 2024

June 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

The table below shows the

loss per share effect of reverse stock splits at 1:10,000, 1:50,000 and 1:100,000:

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net losses available to common stockholders

Weighted Average Shares Outstanding

Loss per share

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data