Propanc Biopharma, Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 000-54878 PROPANC BIOPHARMA, INC. (Exact name of registrant as specified in its charter) Delaware 33-0662986 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 302 , 6 Butler Street Camberwell , VIC, 3124 Australia (Address of principal executive offices) (Zip Code) +61-03 - 9882-0780 (Registrant’s telephone number, including area code) n/a (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: Title of each class Trading Symbol(s) Name of each exchange on which registered None None None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of November 14, 2024, there were 789,899,183 shares of the registrant’s common stock, $ 0.001 par value per share, issued and outstanding. PROPANC BIOPHARMA INC. Table of Contents Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements F-1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3 Item 3. Quantitative and Qualitative Disclosures About Market Risk 6 Item 4. Controls and Procedures 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings 8 Item 1A. Risk Factors 8 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8 Item 3. Defaults Upon Senior Securities 8 Item 4. Mine Safety Disclosures 8 Item 5. Other Information 8 Item 6. Exhibits 8 Signatures 9 2 PART I — FINANCIAL INFORMATION Item 1. Financial Statements. The following unaudited interim condensed consolidated financial statements of Propanc Biopharma, Inc. are included in this Quarterly Report on Form 10-Q: INDEX TO FINANCIAL STATEMENTS Page Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and June 30, 2024 F-2 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2024 and 2023 (unaudited) F-3 Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three months in the periods ended September 30, 2024 and 2023 (unaudited) F-4 Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2024 and 2023 (unaudited) F-5 Notes to the Condensed Consolidated Financial Statements (unaudited) F-6 F- 1 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2024 June 30, 2024 (Unaudited) ASSETS CURRENT ASSETS: Cash $ 9,268 $ 21,085 GST tax receivable 3,309 2,950 Prepaid expenses and other current assets 8,957 1,406 TOTAL CURRENT ASSETS 21,534 25,441 Deferred offering costs 27,117 27,117 Security deposit - related party 2,081 2,008 Operating lease right-of-use assets, net - related party 12,912 17,799 TOTAL ASSETS $ 63,644 $ 72,365 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable $ 1,238,589 $ 1,213,335 Accrued expenses and other payables 875,199 792,190 Accrued interest 111,652 94,612 Loans payable 145,091 145,091 Loans payable - related parties 227,328 71,629 Notes payable, net of discount 213,109 204,694 Convertible notes, net of discounts and including put premiums 381,789 399,325 Operating lease liability - related party, current portion 14,185 19,362 Embedded conversion option liabilities 134,234 133,886 Due to former director - related party 30,840 29,759 Loan from former director - related party 51,326 49,528 Employee benefit liability 677,902 639,371 TOTAL CURRENT LIABILITIES 4,101,244 3,792,782 NON-CURRENT LIABILITIES: Loan payable - long-term - related party, net of discount 70,485 58,642 TOTAL NON-CURRENT LIABILITIES 70,485 58,642 TOTAL LIABILITIES $ 4,171,729 $ 3,851,424 Commitments and Contingencies (See Note 8) - - STOCKHOLDERS’ DEFICIT: Preferred stock, 1,500,005 shares authorized, $ 0.01 par value: Series B preferred stock, $ 0.01 par value; 5 shares authorized; 1 share issued and outstanding as of September 30, 2024 and June 30, 2024 - - Preferred stock, value - - Common stock, $ 0.001 par value; 10,000,000,000 shares authorized; 688,022,017 and 478,802,488 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively 688,022 478,802 Additional paid-in capital 61,132,262 61,217,255 Accumulated other comprehensive income 1,170,638 1,269,581 Accumulated deficit ( 67,052,530 ) ( 66,698,220 ) Treasury stock ($ 0.001 share) ( 46,477 ) ( 46,477 ) TOTAL STOCKHOLDERS’ DEFICIT ( 4,108,085 ) ( 3,779,059 ) TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 63,644 $ 72,365 The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements. F- 2 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) 2024 2023 For the three months ended September 30, 2024 2023 REVENUE Revenue $ - $ - OPERATING EXPENSES Administration expenses 220,759 393,828 Occupancy expenses - related party 8,317 7,149 Research and development 61,714 16,242 TOTAL OPERATING EXPENSES 290,790 417,219 LOSS FROM OPERATIONS ( 290,790 ) ( 417,219 ) OTHER INCOME (EXPENSE) Interest expense ( 86,230 ) ( 178,234 ) Interest income 1 17 Derivative expense ( 27,182 ) ( 77,721 ) Change in fair value of derivative liabilities 52,787 303,929 Gain (loss) on extinguishment of debt, net ( 11,319 ) 34,310 Foreign currency transaction gain (loss) 8,423 ( 15,948 ) TOTAL OTHER INCOME (EXPENSE), NET ( 63,520 ) 66,353 LOSS BEFORE TAXES ( 354,310 ) ( 350,866 ) Tax benefit - - NET LOSS $ ( 354,310 ) $ ( 350,866 ) Deemed Dividend - ( 142,575 ) NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ ( 354,310 ) $ ( 493,441 ) BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS $ ( 0.00 ) $ ( 0.04 ) BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 590,937,498 10,989,681 NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ ( 354,310 ) $ ( 493,441 ) OTHER COMPREHENSIVE INCOME (LOSS) Unrealized foreign currency translation gain (loss) ( 98,943 ) 73,674 TOTAL OTHER COMPREHENSIVE INCOME (LOSS) ( 98,943 ) 73,674 TOTAL COMPREHENSIVE LOSS $ ( 453,253 ) $ ( 419,767 ) The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements. F- 3 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023 (Unaudited) Preferred Stock Common Stock Accumulated Series A Series B Common Stock Issuable Additional Other Total No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value Paid-in Capital Accumulated Deficit Comprehensive Income Treasury Stock Stockholders’ Deficit Balance at June 30, 2023 - $ - 1 $ - 6,031,250 $ 6,031 1,621,653 $ 1,621 $ 60,311,502 $ ( 64,684,732 ) $ 1,294,876 $ ( 46,477 ) $ ( 3,117,179 ) Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest - - - - 4,898,307 4,899 626,229 626 223,665 - - - 229,190 Issuance of common stock for alternate cashless exercise of warrants - - - - 2,282,000 2,282 - - ( 2,282 ) - - - - Issuance of common stock for issuable shares - - - - 1,621,653 1,621 ( 1,621,653 ) ( 1,621 ) - - - - - Reclassification of put premium upon debt conversion - - - - - - - - 34,838 - - - 34,838 Relative fair value of warrant granted in connection with a loan payable - related party - - - - - - - - 141,084 - - - 141,084 Foreign currency translation gain - - - - - - - - - - 73,674 - 73,674 Deemed dividend upon alternate cashless exercise of warrants - - - - - - - - 142,575 ( 142,575 ) - - - Net loss for the three months ended September 30, 2023 - - - - - - - - - ( 350,866 ) - - ( 350,866 ) Balance at September 30, 2023 - $ - 1 $ - 14,833,210 $ 14,833 $ 626,229 $ 626 $ 60,851,382 $ ( 65,178,173 ) $ 1,368,550 $ ( 46,477 ) $ ( 2,989,259 ) Preferred Stock Common Stock Accumulated Series A Series B Common Stock Issuable Additional Other Total No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value Paid-in Capital Accumulated Deficit Comprehensive Income Treasury Stock Stockholders’ Deficit Balance at June 30, 2024 - $ - 1 $ - 478,802,488 $ 478,802 - $ - $ 61,217,255 $ ( 66,698,220 ) $ 1,269,581 $ ( 46,477 ) $ ( 3,779,059 ) Balance - $ - 1 $ - 478,802,488 $ 478,802 - $ - $ 61,217,255 $ ( 66,698,220 ) $ 1,269,581 $ ( 46,477 ) $ ( 3,779,059 ) Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest - - - - 194,219,529 194,220 - - ( 94,329 ) - - - 99,891 Issuance of common stock for services - - - - 15,000,000 15,000 - - - - - - 15,000 Reclassification of put premium upon debt conversion - - - - - - - - 9,336 - - - 9,336 Foreign currency translation loss - - - - - - - - - - ( 98,943 ) - ( 98,943 ) Foreign currency translation gain (loss) - - - - - - - - - - ( 98,943 ) - ( 98,943 ) Net loss for the three months ended September 30, 2024 - - - - - - - - - ( 354,310 ) - - ( 354,310 ) Net loss - - - - - - - - - ( 354,310 ) - - ( 354,310 ) Balance at September 30, 2024 - $ - 1 $ - 688,022,017 $ 688,022 - $ - $ 61,132,262 $ ( 67,052,530 ) $ 1,170,638 $ ( 46,477 ) $ ( 4,108,085 ) Balance - $ - 1 $ - 688,022,017 $ 688,022 - $ - $ 61,132,262 $ ( 67,052,530 ) $ 1,170,638 $ ( 46,477 ) $ ( 4,108,085 ) The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements. F- 4 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) 2024 2023 For the three months ended September 30, 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 354,310 ) $ ( 350,866 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Issuance of common stock for services 7,500 - Foreign currency transaction loss (gain) ( 8,423 ) 15,948 Depreciation expense - 134 Amortization of debt discounts 56,983 69,457 Amortization of right-of-use assets 5,534 5,128 Change in fair value of derivative liabilities ( 52,787 ) ( 303,929 ) Derivative expense 27,182 77,721 Loss (gain) on extinguishment of debt, net 11,319 ( 34,310 ) Non-cash interest expense 2,548 1,437 Accretion of put premium - 88,846 Changes in Assets and Liabilities: GST receivable ( 251 ) 132 Prepaid expenses and other assets - ( 14,468 ) Refundable advance deposit - ( 116,169 ) Accounts payable ( 18,797 ) 148,834 Employee benefit liability 15,317 12,275 Accrued expenses and other payables 54,457 55,693 Accrued interest 24,093 15,712 Operating lease liability ( 5,880 ) ( 5,032 ) NET CASH USED IN OPERATING ACTIVITIES ( 235,515 ) ( 333,457 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible promissory notes, net of original issue discounts and issue costs 60,000 220,000 Repayment of convertible note - ( 142,909 ) Proceeds from note payable - 120,000 Proceeds from loans payable - related parties 155,699 153,256 NET CASH PROVIDED BY FINANCING ACTIVITIES 215,699 350,347 Effect of exchange rate changes on cash 7,999 ( 20,312 ) NET DECREASE IN CASH ( 11,817 ) ( 3,422 ) CASH AT BEGINNING OF PERIOD 21,085 10,047 CASH AT END OF PERIOD $ 9,268 $ 6,625 Supplemental Disclosure of Cash Flow Information Cash paid during the year: Interest $ 2,606 $ 2,713 Income Tax $ - $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities Reduction of put premium related to conversions of convertible notes $ 9,336 $ 34,838 Conversion of convertible notes and accrued interest to common stock $ 51,978 $ 114,131 Debt discounts related to derivative liability $ 60,000 $ 70,000 Relative fair value of warrant granted in connection with a loan payable - related party $ - $ 141,084 Deemed dividend upon alternate cashless exercise of warrants $ - $ 142,575 Issuance of common stock for prepaid service $ 7,500 $ - The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements. F- 5 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Nature of Operations Propanc Biopharma, Inc. (the “Company,” “we,” “us” or “our”) is based in Camberwell, Victoria Australia. Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning and spreading. The Company anticipates establishing global markets for its technologies. Our lead product candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically. It is currently in the preclinical phase of development. The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary of the Company. On July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024, there has been no activity within this entity. Effective April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations and development better. In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. 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. On May 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand (1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. 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. The Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product candidate, PRP, through various stages of development. Basis of Presentation The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2024 and 2023 and cash flows for the three months ended September 30, 2024 and 2023 and our consolidated financial position at September 30, 2024 have been made. The Company’s results of operations for the three months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2025. Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2024. The June 30, 2024 balance sheet is derived from those statements. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive wholly-owned subsidiary through September 30, 2024 and still remains inactive. Use of Estimates The 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 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. F- 6 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Foreign Currency Translation and Other Comprehensive Income (Loss) The Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date. Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses). Assets 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). As of September 30, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $ 677,000 and $ 669,000 , respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of September 30, 2024, which is included as a component of accumulated other comprehensive income on the accompanying condensed consolidated balance sheets. As of September 30, 2024 and June 30, 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows: SCHEDULE OF TRANSACTION EXCHANGE RATES September 30, 2024 June 30, 2024 Exchange rate on balance sheet dates USD : AUD exchange rate 0.6936 0.6693 Average exchange rate for the period USD : AUD exchange rate 0.6668 0.6557 The change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Items: Balance, June 30, 2024 $ 1,269,581 Unrealized foreign currency translation loss ( 98,943 ) Ending balance, September 30, 2024 $ 1,170,638 Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. F- 7 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Also see Note 11 - Derivative Financial Instruments and Fair Value Measurements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of September 30, 2024 or June 30, 2024. Refundable Advance Deposit In 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 fiscal year 2024, the Company recorded an allowance for the recoverability of this refundable advance deposit of $ 120,958 . Deferred Offering Costs The 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 September 30, 2024 and June 30, 2024, the Company had recorded $ 27,117 in deferred offering costs for both periods. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method. The depreciable amount is the cost less its residual value. The estimated useful lives are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and equipment - 5 years Furniture - 7 years Patents Patents are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2024 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency. Impairment of Long-Lived Assets In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Employee Benefit/Liability Liabilities arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve months. F- 8 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Australian Goods and Services Tax (“GST”) Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office. Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. As of September 30, 2024 and June 30, 2024, the Company was owed $ 3,309 and $ 2,950 , respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates. Derivative Instruments ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment. Convertible Notes With Variable Conversion Options The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $ 0.001 per share (“common stock”) at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as interest expense. Income Taxes The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “ Accounting for Income Taxes ,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods. Research and Development Costs and Tax Credits In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. Total research and development costs for the three months ended September 30, 2024 and 2023 were $ 61,714 and $ 16,242 , respectively. The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt. Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation ”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model. The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs and the royalty term has begun. F- 9 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Legal Expenses All legal costs for litigation are charged to expense as incurred. Leases The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses. Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. 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 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 issuance. 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. SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS September 30, 2024 September 30, 2023 (Unaudited) (Unaudited) Stock Options 0.06 0.06 Stock Warrants with no designations 15,003,306 15,003,306 Series A Warrants as if converted at alternate cashless exercise price 1,990,353,990 1,994,343,990 Series B Warrants 16 16 Series C Warrants as if converted at alternate cashless exercise price * 9,175,999,954 9,175,999,954 Unvested restricted stock 0.06 0.06 Convertible Debt 1,823,504,274 210,849,945 Total 13,004,861,540.12 11,396,197,211.12 * Only convertible ratably upon exercise of Series B Warrants Recent Accounting Pronouncements We have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management. In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures. F- 10 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) NOTE 2 – GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. For the three months ended September 30, 2024, the Company had no revenues, had a net loss of $ 354,310 , and had net cash used in operations of $ 235,515 . Additionally, As of September 30, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $ 4,079,710 , $ 4,108,085 , and $ 67,052,530 , respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issue date of this Quarterly Report. The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications, obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s cost structure and business plan. The Company’s ability to continue as a going concern is also dependent on its ability to further develop and execute on its business plan. However, there can be no assurances that any or all of these endeavors will be successful. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following As of September 30, 2024 and June 30, 2024. SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2024 June 30, 2024 (Unaudited) Office equipment at cost $ 26,471 $ 25,543 Less: Accumulated depreciation ( 26,471 ) ( 25,543 ) Total property, plant, and equipment $ - $ - Depreciation expense for the three months ended September 30, 2024 and 2023 were $ 0 and $ 134 , respectively. NOTE 4 – DUE TO FORMER DIRECTOR - RELATED PARTY Due to former director – related party represents unsecured advances made primarily by a former director for operating expenses on behalf of the Company, such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and are due upon demand. The Company is currently not being charged interest under these advances. The total amount owed the former director at September 30, 2024 and June 30, 2024 were $ 30,840 and $ 29,759 , respectively. The Company plans to repay the advances as its cash resources allow (see Note 9). NOTE 5 – LOANS Loan from Former Director - Related Party Loan from the Company’s former director at September 30, 2024 and June 30, 2024 were $ 51,326 and $ 49,528 , respectively. The loan bears no interest and is payable on demand. The Company did not repay any amount on this loan during the three months ended September 30, 2024 and 2023, respectively (see Note 9). Loans payable - Related Parties Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 . Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($ 57,639 USD). These loans bear no interest and are payable on demand. Effective 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 ($ 98,060 USD). The Company used the net proceeds 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. As of the date of filing this report, such Loan is past due and currently in default. The loans payable – related parties amounted to $ 227,328 and $ 71,629 as of September 30, 2024 and June 30, 2024, respectively. F- 11 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Loan payable -long-term- Related Party On 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: 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 %. The debt discount shall be amortized over the term of this loan. A portion of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note held by a third-party investor and which had been in default. Accrued interest from this loan amounted to $ 15,158 as of June 30, 2024. Amortization of debt discount from this loan for fiscal year 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 condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $ 58,642 . Accrued interest from this loan amounted to $ 19,020 as of September 30, 2024. Amortization of debt discount for the three months ended September 30, 2024 was $ 11,843 . The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 82,771 as of September 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $ 70,485 . Loan Payable Crown Bridge Securities Purchase Agreement Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal balance of $ 65,280 as of June 30, 2024. 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. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge 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 which is the principal balance at September 30, 2024 and June 30, 2024. 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 $ 48,009 and $ 45,541 as of September 30, 2024 and June 30, 2024, respectively. Loans Payable - others In 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. As of September 30, 2024 and June 30, 2024, the total balance of these loans amounted to $ 79,811 for both periods and accrued interest of $ 3,079 and $ 665 , respectively. The aggregate principal outstanding on the above loans was $ 145,091 as of September 30, 2024 and June 30, 2024. Loan in default The Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 48,009 accrued interest, which includes interest accruing at the default interest rate at 15 %. NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES Promissory Note On 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. The Company 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. As of the date of filing this report, such Promissory Note is past due and currently in default. F- 12 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Accrued interest from this note amounted to $ 18,863 and $ 15,536 as of September 30, 2024 and June 30, 2024, respectively. Amortization of debt discount from the promissory note for fiscal year 2024 was $ 12,000 . The total principal outstanding under this note was $ 132,000 and remaining debt discount of $ 0 as of September 30, 2024 and June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 . 1800 Diagonal Lending Promissory Notes On 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. On 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. The 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. As of September 30, 2024 and June 30, 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 98,400 for both periods and accrued interest of $ 4,913 and $ 1,193 , respectively. The total balance of the above three promissory notes, net of unamortized discount of $ 17,291 was $ 213,109 at September 30, 2024. The total balance of the above three promissory notes, net of unamortized discount of $ 25,706 was $ 204,694 at June 30, 2024. Convertible Notes The Company’s convertible notes outstanding at September 30, 2024 and June 30, 2024 were as follows: SCHEDULE OF CONVERTIBLE NOTES September 30, 2024 (Unaudited) June 30, 2024 Convertible notes and debenture $ 334,625 $ 313,550 Unamortized discounts ( 68,129 ) ( 38,854 ) Premium, net 115,293 124,629 Convertible notes, net $ 381,789 $ 399,325 ONE44 Capital Securities Purchase Agreements August 15, 2022 Securities Purchase Agreement On 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 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 16, 2022. 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, 2023. 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. The August 15, 2022 ONE44 Note was fully converted in fiscal year 2024. February 14, 2023 Securities Purchase Agreement On 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 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 purposes. 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. The February 14, 2023 One44 Note was fully converted in fiscal year 2024. F- 13 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) December 8, 2023 Securities Purchase Agreement On December 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 150,000 , such principal and the interest thereon 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 8, 2023. 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 purposes. The maturity date of the December 8, 2023 One44 Note is December 8, 2024. The December 8, 2023 ONE44 Note bears interest at a rate of 10 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or by prepayment of such note. The following terms shall apply to all of the above ONE44 note: During 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 notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium ranging from 120 % to 135 % as defined in the relevant note. After this initial 180-day period, the Company does not have a right to prepay such note. The 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 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. 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 30, 2024. The above ONE44 notes contain certain events of default, upon which principal and accrued interest will 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. In the event that the Company fails to deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 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 increases to $ 500 per day beginning on the 10 th day. In the event that the Company loses the bid price of its common stock on OTC, such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20 %. The 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. Accordingly, $ 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. The total principal amount outstanding under the above ONE44 financing agreements was $ 105,800 and accrued interest was $ 8,645 as of September 30, 2024 following conversion of $ 13,500 of the principal balance and $ 841 accrued interest during the three months ended September 30, 2024. Accordingly, $ 9,000 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the three months ended September 30, 2024 following conversion of the principal balance. GS Capital Partners Securities Purchase Agreements August 23, 2023 Securities Purchase Agreement On 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 $ 2,500 . The Company used the net proceeds from the GS Capital Note for general working capital purposes. The 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, 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. F- 14 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) October 12, 2023 Securities Purchase Agreement On 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 $ 2,500 . The Company intends to use the net proceeds from the GS Capital Note for general working capital purposes. The 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, provided that the fixed price will be reduced to $0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. April 12, 2024 Securities Purchase Agreement On 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 purposes. The 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, 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 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. As of the date of filing this report, such GS Capital Note is past due and currently in default. August 2, 2024 Securities Purchase Agreement On 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 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 used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note is February 2, 2025 . 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, 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 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. September 20, 2024 Securities Purchase Agreement On September 20, 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 $ 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 used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note is March 20, 2025 . 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 $0.0003 per share, provided that the fixed price will be reduced to $0.0001 per share in the event that the market price of the Common Stock trades below $0.0003 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. F- 15 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) The following terms shall apply to all of the above GS Capital notes: Pursuant 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. 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. Additionally, 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. The above GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value. During 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. Upon 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. In the 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 %. The 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. During fiscal year 2024, an aggregate total of $ 110,500 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value as of June 30, 2024 (see Note 11). The total principal outstanding and accrued interest under the above GS Capital notes were $ 145,700 and $ 7,902 , respectively, as of September 30, 2024, following conversion of $ 30,800 of the principal balance and $ 2,212 accrued interest during the three months ended September 30, 2024. During the three months ended September 30, 2024, an aggregate total of $ 66,000 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value (see Note 11). One GS Capital note with principal amount of $ 52,200 is currently in default and accrues at a default interest rate of 24 % per annum. 104 LLC Securities Purchase Agreement March 5, 2024 Securities Purchase Agreement Effective 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. June 20, 2024 Securities Purchase Agreement Effective 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. The 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. F- 16 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) During 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. The 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. The total principal amount outstanding under the above 104 financing agreements was $ 83,750 and accrued interest was $ 1,429 as of June 30, 2024. The total principal outstanding and accrued interest under the above 104 financing agreements were $ 83,125 and $ 0 , respectively, as of September 30, 2024, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during the three months ended September 30, 2024. Outstanding convertible notes in default Outstanding 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. Amortization of debt discounts The Company recorded $ 66,000 and $ 92,500 of debt discounts related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The Company recorded $ 0 and $ 88,846 of put premiums related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal. Amortization of all debt discounts for the three months ended September 30, 2024 and 2023 was $ 56,983 and $ 69,457 , respectively. The Company reclassified $ 9,336 and $ 34,838 in put premiums to additional paid in capital following conversions during the three months ended September 30, 2024 and 2023, respectively. NOTE 7 – STOCKHOLDERS’ DEFICIT Increase in Authorized Shares of Common Stock and Reverse Stock Split On May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its certificate of incorporation, as amended (the “Certificate of Incorporation”), which increased the Company’s authorized capital stock. Such certificate of amendment increased the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005 shares, such that the total number of authorized shares of capital stock increased to 3,001,500,005 shares. Such certificate of amendment was filed and became effective on July 6, 2022. On September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its Certificate of Incorporation, which increased the Company’s authorized capital stock. The Certificate increased the number of authorized shares of common stock from 3,000,000,000 to 10,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005 , such that the total number of shares of authorized capital stock increased to 10,001,500,005 shares. Such certificate of amendment was filed and became effective on November 4, 2022. On May 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand (1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the condensed consolidated financial statements to reflect the Reverse Stock Split. Preferred Stock The total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share. These preferred shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate of designation filed by the Company with the State of Delaware. F- 17 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Of the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014. James Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer and a director, beneficially owned all of the outstanding shares of Series A Preferred Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder of Series A Preferred Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of Series A Preferred Stock entitled him to a total of 1 vote. North Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. Nathanielsz had voting and investment power over these shares. On March 15, 2023, the Company filed a certificate with the Secretary of State of Delaware (the “Certificate of Retirement”), effecting the retirement and cancellation of the Series A Preferred Stock to eliminate such Series A Preferred Stock. No shares of Series A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023. There were no shares of Series A Preferred Stock issued and outstanding as of September 30, 2024 and June 30, 2024 for both periods. Pursuant to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred stock have been designated as Series B Preferred Stock, par value $ 0.01 per share, of the Company (“Series B Preferred Stock”). Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. One share of Series B Preferred Stock is issued and outstanding as of September 30, 2024 and June 30, 2024. Mr. Nathanielsz, the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock. No additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during three months ended September 30, 2024 and fiscal year 2024. Common Stock: Shares issued for conversion of convertible debt From July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual conversion price of $ 0.0002 as a result of the conversion of principal of $ 44,925 , interest of $ 7,053 and conversion fees $ 2,548 underlying certain outstanding convertible notes converted during such period. Included in the above conversion during the three months ended September 30, 2024, were principal aggregate amount of convertible notes of $ 30,800 , accrued interest of $ 2,212 and conversion fees of $ 798 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $ 79,176 , resulting in a loss on extinguishment at the time of conversion of $ 45,365 and $ 34,046 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $ 11,319 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations. The Company reclassified $ 9,336 from put premium liabilities to additional paid in capital following conversions during the three months ended September 30, 2024. The Company has 7,100,870,280 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying financing agreements at September 30, 2024. Shares issued for services On 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. During the three months ended September 30, 2024, the Company recorded stock-based compensation of $ 7,500 and prepaid stock-based expense of $ 7,500 as of September 30, 2024. Restricted Stock Units Pursuant to employment agreements dated in May 2019, the Company granted an aggregate of 0.078 and 0.039 restricted stock unit to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively. The total 0.117 restricted stock units are subject to vesting terms as defined in the employment agreements. The 0.117 restricted stock units were valued at the fair value of approximately $ 4,250,000 per unit or $ 497,240 based on the quoted trading price on the date of grant. There were $ 248,620 unrecognized restricted stock units expense as of September 30, 2024 and June 30, 2024. There are 0.06 unvested restricted stock units which are subject to various performance conditions which have not yet been met and such restricted stock units have not yet vested as of September 30, 2024 to which the $ 248,620 relates to. F- 18 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Stock Warrants: The following table summarizes warrant activity for the three months ended September 30, 2024: SUMMARY OF WARRANT ACTIVITY Weighted Number of Average Shares Price Per Share Outstanding at June 30, 2024 15,003,396 $ 1.24 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at September 30, 2024 15,003,396 * $ 1.24 Exercisable at September 30, 2024 15,003,378 $ 1.24 Outstanding and Exercisable: Weighted average remaining contractual term 1.76 Aggregate intrinsic value $ - * The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following: SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE Number of Warrants Exercisable Series A warrants 10 10 Series B warrants 16 16 Series C warrants 64 46 Warrants with no class designation 15,003,306 15,003,306 Total 15,003,396 15,003,378 Stock Options: A summary of the Company’s option activity during the three months ended September 30, 2024 is presented below: SUMMARY OF STOCK OPTION ACTIVITY Weighted Number of Average Exercise Shares Price Per Share Outstanding at June 30, 2024 0.059 $ 4,533,000 Granted - - Exercised - - Forfeited - - Expired - - Outstanding at September 30, 2024 0.059 $ 4,533,000 Exercisable at September 30, 2024 0.059 $ 4,533,000 Outstanding and Exercisable: Weighted average remaining contractual term 4.62 Weighted average fair value of options granted during the period $ - Aggregate intrinsic value $ - On the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan. Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units. During the three months ended September 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 September 30, 2024. No stock options were granted during the three months ended September 30, 2024. F- 19 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Proposed 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 of one post-split share per sixty thousand pre-split shares (1:60,000) (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. The unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split. A key 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 STOCK SPLIT Historical per share data – (Pre- Split basis) Three months Ended September 30, 2024 Three months Ended September 30, 2023 Net loss available to Common Stockholders $ 354,310 $ 493,441 Basic and diluted weighted average shares outstanding 590,937,498 10,989,681 Basic and diluted net loss per share $ 0.00 $ 0.04 The table below reflects the reverse split of 1:60,000. Historical per share data – (Post- Split basis) Three months Ended September 30, 2024 Three months Ended September 30, 2023 Net loss available to Common Stockholders $ 354,310 $ 493,441 Basic and diluted weighted average shares outstanding 9,849 183 Basic and diluted net loss per share $ 35.97 $ 2,696.40 NOTE 8 – COMMITMENTS AND CONTINGENCIES Legal Matters From time to time, the Company may be subject to litigation and claims arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition. IRS Liability As part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary and the parent company. From 2012 through the 2014, the Company did not file this form in a timely manner. As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the September 30, 2024 and June 30, 2024 consolidated balance sheets. The Company recorded the penalties for all three years during the year ended June 30, 2018. The Company is current on all subsequent filings. F- 20 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Operating Agreements In November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”), whereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations. In June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2 % of net revenues to the UK University. Additionally, the Company agreed to pay 5 % of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts are owed under the agreement. Collaboration Agreement On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 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. On 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. On July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment services to the Company. 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 USD) payable as follows: - 18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022), - 8,000 Euros ($ 8,091 USD) in September 2022 (unpaid), - 7,000 Euros ($ 7,080 USD) in December 2022 (unpaid), - 10,000 Euros ($ 10,114 USD) in March 2023 (unpaid), and - 10,000 Euros ($ 10,114 USD) in July 2023 (unpaid). The commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion was 24 months. As of September 30, 2024 and June 30, 2024, the Company has $ 54,327 and $ 47,531 , respectively, balance due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. As of September 30, 2024 and June 30, 2024, there are no royalty fees owed to the University. Consulting Agreement On 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 for: (a) Financing Fees: (i) 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; and (ii) 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. (iii) 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). F- 21 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) 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. (b) 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. The 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 September 30, 2024 and June 30, 2024. No payment was made during the three months ended September 30, 2024. Operating Leases On May 4, 2022, the Company entered in a three -year lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly 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 %. ROU is summarized below: SCHEDULE OF RIGHT OF USE ASSET September 30, 2024 (Unaudited) June 30, 2024 Office lease $ 66,201 $ 66,201 Less: accumulated amortization ( 53,289 ) ( 48,402 ) Right-of-use asset, net $ 12,912 $ 17,799 Operating Lease liabilities are summarized below: SCHEDULE OF OPERATING LEASE LIABILITY September 30, 2024 June 30, 2024 Office lease $ 66,201 $ 66,201 Reduction of lease liability ( 52,016 ) ( 46,839 ) Less: office lease, current portion ( 14,185 ) ( 19,362 ) Long term portion of lease liability $ - $ - Remaining future minimum lease payments under non-cancelable operating lease at September 30, 2024 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year 2025 $ 14,566 Imputed interest ( 381 ) Total operating lease liability $ 14,185 The weighted average remaining lease term for the operating lease is 0.51 years as of September 30, 2024. NOTE 9 – RELATED PARTY TRANSACTIONS Since its inception, the Company has conducted transactions with its directors and entities related to such directors. These transactions have included the following: As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $ 30,840 and $ 29,759 , respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4). As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $ 51,326 and $ 49,528 , respectively, for money loaned to the Company, throughout the years. The total loans balance owed at September 30, 2024 and June 30, 2024 is not interest bearing (see Note 5). Effective May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease had a five-year term and provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service tax for total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease. Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022. On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon Pty Ltd. for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes. As of September 30, 2024 and June 30, 2024, total rent payable of $ 203,129 AUD ($ 140,890 USD) and $ 194,129 AUD ($ 129,930 USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheet. Rent expense under those lease was $ 8,317 and $ 7,149 for the three months ended September 30, 2024 and 2023, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). F- 22 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Loans payable - Related Parties Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 . Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($ 57,639 USD). These loans bear no interest and are payable on demand (see Note 5). Effective 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 ($ 98,060 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 (see Note 5). Loan 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 (see Note 5). Employment and Services Agreements with Management The Company and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of Mr. Nathanielsz’s employment as the Company’s President and Chief Executive Officer. The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ; however, the term of the Nathanielsz Employment Agreement automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent not to renew. The Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below). The Nathanielsz Employment Agreement provides Mr. Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5 % of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion. Pursuant to the Nathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On March 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $ 300,000 AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018. On August 1, 2022, the Company’s 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. Mr. Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015. Effective February 1, 2018, Mrs. Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits. Pursuant 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 which car allowance expired in August 2022. 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. For the three months ended September 30, 2024, 3,557 AUD ($ 2,372 USD) was paid to Mr. Nathanielsz for use of a vehicle. On August 12, 2021, the Board approved a bonus of $ 177,840 USD. A total of $ 221,890 AUD ($ 166,418 USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957 USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet. On August 12, 2021, pursuant to the Cancellation Agreement, Mr. Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000 shares of the Company’s Common Stock. On August 1, 2022, the Board approved a bonus of $ 140,000 AUD or $ 96,810 USD. A total of $ 73,387 AUD ($ 48,905 USD) in payments were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $ 107,937 AUD ($ 71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated balance sheet. A 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 September 30, 2024 and June 30, 2024 for both periods which was included in accrued expenses in the accompanying condensed consolidated balance sheet. Amended and Restated Employment Agreement On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000 AUD ($ 309,313 USD). Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase 0.04 shares of common stock (the “Nathanielsz Options”), with an exercise price per share of $ 4,675,000 ( 110 % of the closing market price of the common stock on May 14, 2019 (or $ 4,250,000 ), the date of approval of such grant by the Board), (ii) 0.04 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 0.04 restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date. The Nathanielsz Options have a term of 10 years from the date of grant. The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods pursuant to the Employment Agreement. There are 0.04 vested options and 0.04 restricted stock units that are considered issuable as of September 30, 2024 and June 30, 2024. F- 23 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) On October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr. Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”). The Amended Agreement provides Mr. Nathanielsz with a base salary of $ 600,000 AUD ($ 414,900 USD) per annum. The Company has also agreed to pay Mr. Nathanielsz an annual discretionary bonus in an amount up to 100 % of his annual base salary, reduced from 200 %, which bonus shall be determined by the Board and based upon the performance of the Company. The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either party elects not to renew. Amended and Restated Employment Agreement On May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 54,000 AUD ($ 41,580 USD). 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, Dr. Kenyon was granted options to purchase 0.02 shares of common stock (the “Kenyon Options”), with an exercise price per share of $ 4,250,000 ( 100 % of the closing market price of the common stock on May 14, 2019, the date of approval of such grant by the Board), (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. The Kenyon Options have a term of 10 years from the date of grant. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement. There are 0.02 vested options and 0.02 vested restricted stock unit that are considered issuable as of September 30, 2024 and June 30, 2024. As of September 30, 2024 and June 30, 2024, total accrued salaries of $ 161,500 AUD ($ 112,016 USD) and $ 148,000 AUD ($ 97,044 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets. Intercompany Loans All intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of September 30, 2024. Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated balance sheet as accumulated other comprehensive income. NOTE 10 – CONCENTRATIONS AND RISKS Concentration of Credit Risk The Company maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company has not experienced any losses in such accounts through September 30, 2024. The Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions of $ 6,000 for original issue discounts and debt issue costs during the three months ended September 30, 2024 from each of the three lenders of $ 60,000 , $ 57,639 , and $ 98,060 , respectively which represents approximately 28 %, 27 % and 45 %, respectively of total proceeds received by the Company during the three months ended September 30, 2024. The Company primarily relied on funding from four convertible and non-convertible debt lenders and received net proceeds after deductions of $ 34,500 for original issue discounts and debt issue costs during the three months ended September 30, 2023 from each of the four lenders of $ 150,000 , $ 70,000 , $ 120,000 and $ 153,256 , respectively which represents approximately 30 %, 14 %, 24 % and 32 %, respectively of total proceeds received by the Company during the three months ended September 30, 2023. Receivable Concentration As of September 30, 2024 and June 30, 2024, the Company’s receivables were 100 % related to reimbursements on GST taxes paid. Patent and Patent Concentration The Company has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Republic of Korea, India and Brazil. In Canada and Mexico, the patent applications have been accepted as of fiscal year 2023. In 2016 and early 2017, the Company filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018. A third PCT application entered the national phase in October 2018. F- 24 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. 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. Further patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer. Foreign Operations As of September 30, 2024 and June 30, 2024, the Company’s operations are based in Camberwell, Australia; however, the majority of research and development is being conducted in the European Union. On July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024 and June 30, 2024, there has been no activity within this entity. NOTE 11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Financial Instruments: The Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in operations on the issuance date. The Company had $ 145,700 (4 notes) and $ 110,500 (3 notes) of convertible debt, which were treated as derivative instruments outstanding at September 30, 2024 and June 30, 2024, respectively. The Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing price of the Company’s common stock at September 30, 2024, the last trading day of the period ended September 30, 2024, was $ 0.0003 . The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at September 30, 2024 are indicated in the table that follows. The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates for treasury securities with the same term. Convertible Debt SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES Initial Valuations (on new derivative instruments entered into during the three months ended September 30, 2024) September 30, 2024 Volatility 290 - 316 % 282 % Expected Remaining Term (in years) 0.50 0.01 - 0.47 Risk Free Interest Rate 4.43 - 4.88 % 4.65 - 5.53 % Expected dividend yield None None Fair Value Measurements: The Company measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2024 and June 30, 2024: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Balance at September 30, 2024 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Embedded conversion option liabilities $ 134,234 $ — $ — $ 134,234 Total $ 134,234 $ — $ — $ 134,234 F- 25 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (Unaudited) Balance at June 30, 2024 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Embedded conversion option liabilities $ 133,886 $ — $ — $ 133,886 Total $ 133,886 $ — $ — $ 133,886 The following is a roll forward for the three months ended September 30, 2024 of the fair value liability of price adjustable derivative instruments: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair Value of Liability for Derivative Instruments Balance at June 30, 2024 $ 133,886 Initial fair value of embedded conversion option derivative liability recorded as debt discount 60,000 Initial fair value of embedded conversion option derivative liability recorded as derivative expense 27,182 Reduction of derivative liability upon debt conversion ( 34,047 ) Change in fair value included in statements of operations ( 52,787 ) Balance at September 30, 2024 $ 134,234 NOTE 12 – SUBSEQUENT EVENTS Shares issued for conversion of convertible debt In October 2024, the Company issued an aggregate of 101,877,166 shares of its common stock at a contractual conversion price of $ 0.0001 , as a result of the conversion of principal of $ 10,300 , interest of $ 828 and conversion fees of $ 1,097 underlying certain outstanding convertible notes converted during such period. F- 26 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. Special Note Regarding Forward-Looking Information The following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2024 and for the three months ended September 30, 2024 and 2023 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2024 (this “Quarterly Report”). References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc. This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “feel”, “forecast”, “intend”, “may,”, “outlook”, “plan”, “potential”, “predict”, “project,”, “seek”, “should”, “will”, “would” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. U.S. Dollars are denoted herein by “USD,” “$” and “dollars”. Overview The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware and in January 2011, to reorganize our Company, we acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly-owned subsidiary. Effective April 20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current stage of operations and development. We are a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering from pancreatic, ovarian and colorectal cancer. Utilizing our scientific and oncology consultants, we have developed a rational, composite formulation of anti-cancer compounds, which together exert a number of effects designed to control or prevent tumors from recurring and spreading through the body. Our lead product candidate, PRP, is a variation upon our novel formulation and involves pro-enzymes, the inactive precursors of enzymes. Recent Developments On August 7, 2024, we received written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of August 7, 2024 and our Board of Directors approving such actions as are necessary for us to proceed to, and accordingly intends to, effectuate and execute a reverse stock split of our issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split will be made to our outstanding stock options, warrants and equity incentive plans. We are awaiting the approval of Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split. On August 14, 2024, allowance for the Company’s “proenzyme composition” patent was received from the Canadian Intellectual Property Office (CIPO). The patent broadly captures both high dose and high ratio claims for future clinical doses of the company’s lead asset, PRP. This is the second Canadian patent either allowed or granted in this important North American jurisdiction. The proenzymes composition patent is an important part of the IP portfolio covering possible future clinical dosage ranges for PRP, as the Company advances to a Phase 1, First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors. On August 21, 2024, we reported that two scientific, peer reviewed journal articles published by the Company and its research partners reached 10 citations and 4,500 reads, respectively. Published data from the Company’s joint research and development program were generated in conjunction with the Universities of Jaén and Granada, Biosanitary Research Institute of Granada, and University Hospital, Spain. On October 30, 2024, we filed an S-1 registration statement with the Securities and Exchange Commission for an underwritten offering that reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an assumed 1- for- 60,000 ratio, which is anticipated to occur prior to the closing of the offering. Our Common Stock is currently quoted on the OTC Pink Marketplace operated by the OTC Markets Group Inc. (“OTC”) under the symbol “PPCB.” In connection with this offering, we have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol “PPCB.” Results of Operations The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included elsewhere in this Report. The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc PTY LTD. For the Three months ended September 30, 2024, as compared to the Three months ended September 30, 2023. Revenue For the three months ended September 30, 2024 and 2023, we generated no revenue because we are currently undertaking research and development activities for market approval and no sales were generated in this period. Administration Expense Administration expense decreased to $220,759 for the three months ended September 30, 2024 as compared to $393,828 for the three months ended September 30, 2023. This decrease of approximately $173,000 is primarily attributable to a decrease of approximately $144,000 in general consulting, legal and investor relation fees and decrease in accounting fees of approximately $6,000, decrease of approximately $40,000 in employee remuneration expense offset by increase in stock-based expenses of approximately $8,000, increase in marketing expenses of $8,000 and increase in other general and administrative expenses of approximately $1,000. 3 Occupancy Expense Occupancy expenses increased to $8,317 for the three months ended September 30, 2024 as compared to $7,149 for the three months ended September 30, 2023. This increase of approximately $1,000 is primarily attributable to exchange rate movements over the period when compared to the same period in 2023. Research and Development Expenses Research and development expenses were increased to $61,714 for the three months ended September 30, 2024 as compared to $16,242 for the three months ended September 30, 2023, an increase in research and development expenses of approximately $45,000. Such research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was executed in October 2020 to provide certain research services to the Company ending on October 2022, relating to the investigation of a fully synthetic recombinant version of PRP. Additionally, on July 27, 2022, the Company entered into another two-year research agreement with the University of Jaén to provide certain research and experiment services to the Company relating to the investigation of the effects of pancreatic proenzymes against the tumor microenvironment. Additionally, we also allocate a portion of the management’s salary to research and development expenses. Interest Expense Interest expense decreased to $86,230 for the three months ended September 30, 2024, as compared to $178,234 for the three months ended September 30, 2023. Interest expense is primarily comprised of approximately $57,000 of debt discount amortization and interest expense from accrual of interest expense and other financing fees for a total of approximately $29,000 for the for the three months ended September 30, 2023. This decrease in interest expense of $92,004 is primarily attributable to the decrease in amortization of debt discount of approximately $12,000 and decrease of approximately $89,000 in accretion of put premium. Derivative Expense Derivative expense decreased to $27,182 for the three months ended September 30, 2024 as compared to $77,721 for the three months ended September 30, 2023. This decrease is primarily attributable to the decrease in issuance of convertible notes to GS Capital which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense. Change in Fair Value of Derivative Liabilities Change in fair value of derivative liabilities were decreased to a gain of $52,787 for the three months ended September 30, 2024 as compared to a gain of $303,929 for the three months ended September 30, 2023. This decrease in gain of approximately $251,000 is primarily attributable to a decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the decrease in stock prices during the three months ended September 30, 2024. Gain (Loss) on Extinguishment of Debt, net During the three months ended September 30, 2024, notes with principal amounts totaling $30,800, accrued interest of $2,212 and conversion fees of $798 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations. During the three months ended September 30, 2023, notes with principal amounts totaling $70,800, accrued interest of $5,184 and conversion fees of $1,437 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $191,043, resulting in a loss on extinguishment at the time of conversion of $113,622 and $147,932 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $34,310 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations. Foreign Currency Transaction Gain (Loss) Foreign currency transaction gain (loss) decreased to a loss of $8,423 for the three months ended September 30, 2024 as compared to a loss of ($15,948) for the three months ended September 30, 2023. This decrease of approximately $24,000 is partially attributable to the increase in exchange rates during the three months ended September 30, 2024. Net loss Net loss decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss of $350,866 for the three months ended September 30, 2023. The change relates to the factors discussed above. Deemed dividend The Company recognized the value of the effect of a down round feature related to our Series A 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 $0 and $142,575 during the three months ended September 30, 2024 and 2023, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the three months ended September 30, 2024 and 2023, respectively. 4 Net loss available to common stockholders Net loss available to common stockholders decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss available to common stockholders of $493,441 for the three months ended September 30, 2023. This decrease of approximately $139,000 is primarily attributable to the change relates to the factors discussed above. Liquidity and Capital Resources Current Financial Condition As of September 30, 2024, we had total assets of $63,644, comprised primarily of cash of $9,268, GST tax receivable of $3,309, prepaid expenses and other current assets of $8,957, security deposit of $2,081, and operating lease ROU asset, net of $12,912. As compared to June 30, 2024, we had total assets of $72,365, comprised primarily of cash of $21,085, GST tax receivable of $2,950, prepaid expenses and other current assets of $1,406, deferred offering cost of $27,117, security deposit of $2,008, and operating lease ROU asset, net of $17,799. We had current liabilities of $4,101,244, primarily comprised of net convertible debt of $381,789, accounts payable and accrued expenses of $2,113,788, employee benefit liability of $677,902, loans payable of $145,091, loans payable-related parties of $227,328, note payable, net of $213,109 and embedded conversion option liabilities of $134,234 as of September 30, 2024. As compared to June 30, 2024, we had current liabilities of $3,792,782, primarily comprised of net convertible debt of $399,325, accounts payable and accrued expenses of $2,100,137, employee benefit liability of $639,371, loans payable of $145,091, loans payable – related party of $71,629, note payable, net of $204,694 and embedded conversion option liabilities of $133,886 as of June 30, 2024. We have funded our operations primarily through the issuance of equity and/or convertible securities for cash. The cash was used primarily for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants and travel. During the three months ended September 30, 2024 we received proceeds from issuance of note of $60,000 and proceeds from issuance of loan payable from related parties of $155,699. We have substantial capital resource requirements and have incurred significant losses since inception. As of September 30, 2024, we had $9,268 in cash. We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business plan. Such capital requirements are in excess of what we have in available cash and for which we currently have commitments. Therefore, we presently do not have enough available cash to meet our obligations over the next 12 months. If continued funding and capital resources are unavailable at reasonable terms, we may curtail our plan of operations. We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability to complete ongoing activities in connection with our research and development programs. Sources and Uses of Cash For the Three months ended September 30, 2024 2023 Net cash used in operating activities $ (235,515 ) $ (333,457 ) Net cash provided by financing activities $ 215,699 $ 350,347 Effect of exchange rate changes on cash $ 7,999 $ (20,312 ) Net Cash Flow from Operating Activities Net cash used in operating activities was $235,515 for the three months ended September 30, 2024, due to our net loss of $354,310 offset primarily by non-cash charges of amortization of debt discount of $56,983, non-cash interest expense of $2,548, derivative expense of $27,182, foreign currency transaction gain of $8,423, addback change in fair value of derivatives of $52,787 and loss from extinguishment of debt of $11,319. Net changes in operating assets and liabilities totaled $68,939, which is primarily attributable to increase accrued interest of $24,093 and increase in accrued expenses and other payables of $54,457. Net cash used in operating activities was $333,457 for the three months ended September 30, 2023, due to our net loss of $350,866 offset primarily by non-cash charges of amortization of debt discount of $69,457, non-cash interest expense of $1,437, accretion of put premium of $88,846, derivative expense of $77,721, foreign currency transaction loss of $15,948, addback change in fair value of derivatives of $303,929 and gain from extinguishment of debt of $34,310. Net changes in operating assets and liabilities totaled $96,977, which is primarily attributable to increase in prepaid expense of $14,468, increase in refundable advance deposit of $116,169, increase accrued interest of $15,712, increase in accounts payable of $148,834, and increase in accrued expenses and other payables of $55,693. 5 Net Cash Flow from Financing Activities Net cash provided by financing activities for the three months ended September 30, 2024 was $215,699. During the three months ended September 30, 2024 we received net proceeds from issuance of convertible notes of $60,000 and proceeds from issuance of loan from related parties of $155,699. Net cash provided by financing activities for the three months ended September 30, 2023 was $350,347. During the three months ended September 30, 2023 we received net proceeds from issuance of convertible notes of $220,000, proceed from issuance of note of $120,000, proceeds from issuance of loan from a related party of $153,256 offset by repayment of convertible note of $142,909. Effect of Exchange Rate The effect of the exchange rate on cash resulted in a $7,999 positive adjustment to cash flows in the three months ended September 30, 2024 as compared to a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023. The reason for the fluctuation is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period and the daily fluctuation in exchange rates. Critical Accounting Estimates Below is a discussion of our more subjective accounting estimation processes for purposes of explaining (i) the methodology used in calculating the estimates, (ii) the inherent uncertainties pertaining to such estimates, and (iii) the possible effects of a significant variance in actual experience, from that of the estimate, on our financial condition. Estimates involve numerous assumptions that, if incorrect, could create a material adverse impact on the Company’s results of operations and financial condition. Reference is frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). This is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Each ASC reference in this filing is presented with a three-digit number, which represents its Topic. As necessary for explanation and as applicable, an ASC topic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph. Derivative Instruments: ASC 815, “Derivatives and Hedging,” establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion, or payoff, of debt, we record the fair value of the conversion shares, remove the fair value of the related derivative liability, remove any discounts and record a net gain or loss on debt extinguishment. Recent Accounting Pronouncements Please see section captioned “Recent Accounting Pronouncements” in Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of recently issued and adopted accounting pronouncements. Going Concern Qualification We did not generate any revenue for the three months ended September 30, 2024 and 2023 and have incurred significant losses and cash used in operations, and such losses and use of cash are expected to continue. Our independent registered public accounting firm has included a “Going Concern Qualification” in their audit report for each of the fiscal years ended June 30, 2024 and 2023. In addition, we have negative working capital and convertible debt that is past maturity that we are currently negotiating with lenders in order to amend the maturity dates. The foregoing raises substantial doubt about our ability to continue as a going concern for a period of 12 months from the issue date of this report. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity and/or convertible debt financing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital. Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable to smaller reporting companies. Item 4. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 6 At the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting as discussed below. Material Weaknesses and Corrective Actions The framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, (“COSO”). In connection with the audits of our financial statements for the fiscal years ended June 30, 2024 and 2023, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses in our internal control over financial reporting continued to exist at September 30, 2024: ● we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); ● we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals; ● lack of audit committee of our board of directors; and ● insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP. We outsource certain of the functions that would normally be performed by a principal financial officer to assist us in implementing the necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls. We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems. We plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional capital. If we receive sufficient capital, we hope to increase the chief financial officer’s role from part-time to full-time as the next step in building out our accounting department. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition. Limitations on Effectiveness of Controls and Procedures In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Controls over Financial Reporting There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. 7 PART II — OTHER INFORMATION Item 1. Legal Proceedings. We are not currently involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our common stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. Item 1A. Risk Factors. We are not required to provide this information as we are a smaller reporting company. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. From July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual conversion price of $0.0002 as a result of the conversion of principal of $44,925, interest of $7,053 and conversion fees $2,548 underlying certain outstanding convertible notes converted during such period. On 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. Except as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve any public offering. All certificates evidencing the shares sold bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes. Item 3. Defaults Upon Senior Securities. As of September 30, 2024, we were in default under certain loan issued to certain noteholder on October 3, 2019 for failure to pay an aggregate of $65,280 and $48,009 of principal and accrued interest, respectively, as of September 30, 2024, subsequent to their maturity date. Additionally, outstanding convertible notes for total principal amount of $83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently as of September 30, 2024. We are currently in discussions with such noteholder to extend such maturity date. See “Note 5 and 6” to our unaudited condensed consolidated financial statements in Part I of this Quarterly Report for additional information. Item 4. Mine Safety Disclosures. Not Applicable. Item 5. Other Information. There is no other information required to be disclosed under this item which has not been previously disclosed. Item 6. Exhibits. Exhibit Number Description 31.1* Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document s101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, is formatted in Inline XBRL. * Filed herewith. 8 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PROPANC BIOPHARMA, INC. Dated: November 14, 2024 By: /s/ James Nathanielsz Name: James Nathanielsz Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) 9