What changed in this filing

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Item 9A. Controls and Procedures

2024-09-30 compared with 2023-09-28 · 70 added, 67 removed, 744 unchanged (16% of the section changed)

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is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a director

of Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a director of

Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting

services as a sole trader.

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Kutz is also acting as Chief Medical Officer for Propanc in a non-executive capacity.

His compensation continues to be based on an

hourly rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a

full-time executive officer capacity at a time that is mutually agreed upon between both parties.

His compensation continues to be based on an hourly

rate as per his Advisory Board Agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a full-time

executive officer capacity at a time that is mutually agreed upon between both parties.

following is a biographical summary of the experience of each member of our Scientific Advisory Board:

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He has spent time at the University of Sassari in Italy and as visiting professor.

He is inventor of 14 patents, 4 of them licensed.

He is the inventor of 14 patents, 4 of them licensed.

He is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee

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the United States Securities and Exchange Commission.

the fiscal year ended June 30, 2023, we believe the following reports listed in the table below were required to be filed by such persons

pursuant to Section 16(a) and were not filed on a timely basis:

(1) transaction was not reported on a timely basis (upon the acquisition of a common stock purchase warrant issued to an entity that

Joseph Zelinger wholly owns and controls but disclaims beneficial ownership of such warrant and shares issuable pursuant to its exercise

except to the extent of Josef Zelinger’s pecuniary interest therein).

the fiscal year ended June 30, 2024, we do not believe any reports were required to be filed by such persons pursuant to Section 16(a).

Executive Compensation.

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James Nathanielsz (1)

$ 319,939 (2)

Chief Executive Officer

$ 102,195 (3)

purposes of the information included in this “Executive Compensation” section, including the table above, the conversion

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USD) per year effective February 1, 2018 as approved by the board of directors.

Nathanielsz has also accrued unused annual

and long service leave in the amounts of $267,155 AUD ($178,032 USD) and $41,113 AUD ($29,819 USD) for the fiscal years

ended June 30, 2023 and 2022, respectively, which are included in the total above.

On August 1, 2022, the board of directors approved

an increase of Mr.

Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD),

effective July 1, 2022.

August 1, 2022, the board of directors approved a bonus to Mr.

Nathanielsz of $140,000 AUD ($96,810 USD).

Nathanielsz has also accrued unused annual and

long service leave in the amounts of $627,337 AUD ($419,877 USD) and $584,815 AUD ($389,721 USD) for the fiscal years ended June

30, 2024 and 2023, respectively, which are included in the total above.

On August 1, 2022, the board of directors approved an increase

Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1,

No bonus was approved in fiscal year 2023.

In January 2024, the Board

approved a bonus of $150,000 AUD or $102,195 USD.

the Nathanielsz Employment Agreement, Mr.

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In connection with the execution of the Services Agreement, Dr.

Kenyon was designated

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

Pursuant to the Services Agreement,

Kenyon was granted options to purchase 0.02 shares of Common Stock (the “Kenyon Options”), with an exercise price per

share of $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board

of directors), (ii) 0.02 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.02

restricted stock units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock units were granted

pursuant to the 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services

Kenyon was designated as

an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 0.02 shares of Common Stock (the “Kenyon Options”), with an exercise price per share

of $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board of

directors), (ii) 0.02 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.02 restricted

stock units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock units were granted pursuant

to the 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services Agreement.

The Kenyon Options have a term of 10 years from the date of grant.

One third of the Kenyon Options vest every successive one-year

anniversary following such effective date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject

One third of the Kenyon Options vest every successive one-year anniversary

following such effective date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject to the other

provisions of the Services Agreement.

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject to Dr.

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon RSUs vest as follows, subject

The Additional Kenyon RSUs vest as follows, subject to

Kenyon’s continued employment with the Company through the applicable vesting date:

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Julian Kenyon (1)

For purposes of the information included in the table,

the conversion rate as of June 30, 2023, $0.6664 was used to convert amounts from AUD to USD.

Effective May 2019, Dr.

Kenyon receives gross monthly

compensation of $4,500 AUD or $3,264 USD per month for his services as a director of our Company.

purposes of the information included in the table, the conversion rate as of June 30, 2024, $0.6693 was used to convert amounts from

May 2019, Dr.

Kenyon receives gross monthly compensation of $4,500 AUD or $3,264 USD per month for his services as a director of

and Restated Director Agreement with Joseph Zelinger

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Agreements”).

The SAB Agreements contain substantially similar terms and primarily related to the protection of the Company’s

The SAB Agreements contain substantially similar terms and primarily relate to the protection of the Company’s

intellectual property and include provisions for the members’ compensation for the services performed as a member of the Scientific

Advisory Board.

If and when bi-annual SAB meetings are held, Mr.

Brandt each are paid a monetary fee for their service provided

in preparing for, and attending the SAB meetings.

Brandt each are paid a monetary fee for each year of service provided.

following sets forth information as of October 5, 2023, regarding the number of shares of our Common Stock beneficially owned by (i)

each person that we know beneficially owns more than 5% of our outstanding voting securities, (ii) each of our directors and named executive

officer and (iii) all of our directors and named executive officers as a group.

amounts and percentages beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership

of securities.

Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares

“voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,”

which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner

of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise or conversion

of any equity or debt securities, as applicable.

Under these rules, more than one person may be deemed a beneficial owner of the same

securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

otherwise indicated, each of the stockholders named in the table below, or his or her family members, has sole voting and investment

power with respect to such shares listed below.

Except as otherwise indicated, the address of each of the stockholders listed below is

c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124, Australia.

disclosure relating to the shares of Common Stock under this “Security Ownership of Certain Beneficial Owners and Management”

section reflects the Reverse Stock Split effected by the Company on May 1, 2023.

Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following sets forth information as of September 27, 2023 regarding the number of shares of our Common Stock beneficially owned by

(i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive

following sets forth information as of September 25, 2024 regarding the number of shares of our Common Stock beneficially owned by (i)

each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive

officer and (iii) all of our directors and named executive officers as a group.

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c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

disclosure relating to the shares of Common Stock under this “Security Ownership of Certain Beneficial Owners and Management”

section reflects the reverse stock split effected by the Company on May 1, 2023.

Common Stock Beneficially Owned

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Represents less than 1%

Applicable percentages are based on 14,833,210 shares of our Common Stock outstanding as

of September 27, 2023.

Applicable percentages are based on 688,022,017 shares of our Common Stock outstanding as of September 25, 2024.

Includes (i) 5,932 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust.

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following includes a summary of transactions since July 1, 2020 to which we have been a party, in which the amount involved in the transaction

the lesser of (i) $120,000 or (ii) one percent (1%) of the average of the Company’s total

assets at year-end for the last two fiscal years , and in which any of our directors, executive officers or, to our knowledge,

beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will

have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements,

which are described above under “Item 11.

the lesser of (i) $120,000 or (ii) one percent (1%) of the average of the Company’s total assets at year-end for the last two fiscal

years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock

or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other

than equity and other compensation, termination, change in control and other arrangements, which are described above under “Item

Executive Compensation.”

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Nathanielsz’s annual

base salary increase from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022 and is entitled to benefits

base salary increased from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022 and is entitled to benefits

customarily expected to be provided to employees of the Company.

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board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to Rule 5605(a)(2) of Nasdaq and applicable SEC rules and regulations.

In making this determination, our board of directors

considered the relationships that each of our directors has with us and all other facts and circumstances our board of directors deemed

relevant in determining their independence.

director pursuant to applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships

that such director has with us and all other facts and circumstances that our board of directors deemed relevant in determining his independence.

Principal Accounting Fees and Services.

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related fees - these fees relate primarily to the auditors’ review of our registration statements and audit related consulting.

fees - no fees of this sort were billed by Salberg & Company P.A., our principal accountant during 2023 and 2022 fiscal

fees - no fees of this sort were billed by Salberg & Company P.A., our principal accountant during 2024 and 2023 fiscal years.

did not incur any other fees related to services rendered by our independent registered public accounting firm for the fiscal years ended

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Securities Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

List of subsidiaries of the Company.

Consent of Salberg & Company, P.A.

Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed September 28, 2023.

List of Subsidiaries (incorporated by reference to our Annual Report on Form 10-K filed September 28, 2023.

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Filed herewith.

Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to the requirements of Item 15(a)(3)

of Form 10-K.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

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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 9A. Controls and Procedures