What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-05-15 · 803 added, 1067 removed, 795 unchanged (70% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

Consolidated Balance Sheets at March 31, 2024 (unaudited) and June 30, 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and nine months in the periods ended March

31, 2024 and 2023 (unaudited)

Consolidated Statements of Cash Flows for the nine months ended March 31, 2024 and 2023 (unaudited)

to the Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and June 30, 2024

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three months in the periods ended September 30, 2024 and 2023 (unaudited)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2024 and 2023 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30, 2024

June 30, 2024

CURRENT ASSETS:

GST tax receivable

Prepaid expenses and other

current assets

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Security deposit - related

Operating lease right-of-use

assets, net - related party

and equipment, net

AND STOCKHOLDERS’ DEFICIT

Deferred offering costs

Security deposit - related party

Operating lease right-of-use assets, net - related party

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other

Accrued expenses and other payables

Accrued interest

Loans payable - related

Loans payable

Note payable, net of discount

Convertible notes, net

of discounts and including put premiums

Operating lease liability

- related party, current portion

Embedded conversion option

Due to former director

- related party

Loan from former director

- related party

benefit liability

Loans payable - related parties

Notes payable, net of discount

Convertible notes, net of discounts and including put premiums

Operating lease liability - related party, current portion

Embedded conversion option liabilities

Due to former director - related party

Loan from former director - related party

Employee benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

Loan payable - long-term

- related party, net of discount

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Commitments and Contingencies

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

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 8)

STOCKHOLDERS’ DEFICIT:

Preferred stock, 1,500,005 shares authorized,

$ 0.01 par value:

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

0 shares issued and outstanding as of March 31, 2024 and June 30, 2023

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 March 31, 2024 and June 30, 2023

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

10,000,000,000 shares authorized;

109,706,411 and 6,031,250 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

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

as of March 31, 2024 and June 30, 2023, respectively)

688,022,017 and 478,802,488 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive

Accumulated other comprehensive income

Accumulated deficit

1 unchanged sentence

( 66,698,220 )

Treasury stock ($ 0.001

STOCKHOLDERS’ DEFICIT

Treasury stock ($ 0.001 share)

TOTAL STOCKHOLDERS’ DEFICIT

( 4,108,085 )

( 3,779,059 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended

the nine months ended

OPERATING EXPENSES

Administration

Occupancy expenses - related

and development

For the three months ended September 30,

OPERATING EXPENSES

FROM OPERATIONS

( 1,276,150 )

( 1,567,043 )

Administration expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

2 unchanged sentences

Derivative expense

Change in fair value of

derivative liabilities

Gain from settlement of

accounts payable

Gain (loss) on extinguishment

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

Change in fair value of derivative liabilities

Gain (loss) on extinguishment of debt, net

Foreign currency transaction gain (loss)

TOTAL OTHER INCOME (EXPENSE), NET

LOSS BEFORE TAXES

1 unchanged sentence

$ ( 350,866 )

$ ( 526,700 )

$ ( 809,809 )

$ ( 1,461,950 )

$ ( 1,912,522 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 542,500 )

$ ( 809,809 )

$ ( 1,654,910 )

$ ( 2,321,079 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 354,310 )

$ ( 493,441 )

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 354,310 )

$ ( 493,441 )

OTHER COMPREHENSIVE INCOME

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

COMPREHENSIVE LOSS

$ ( 437,120 )

$ ( 769,195 )

Unrealized foreign currency translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

$ ( 453,253 )

3 unchanged sentences

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

Comprehensive

Stockholders’

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

Preferred Stock

Paid-in Capital

Accumulated Deficit

Comprehensive

Treasury Stock

Stockholders’

at June 30, 2022

$ ( 61,557,893 )

$ ( 3,023,649 )

of common stock for cash

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

of common stock for issuable shares

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

Reclassification

of put premium upon debt conversion

based compensation in connection with stock warrant grant

grant for settlement of accounts payable

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2022

at September 30, 2022

( 62,564,423 )

Balance at June 30, 2023

$ ( 64,684,732 )

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

of common stock for issuable shares

of common stock for exercise of warrants

of common stock for alternate cashless exercise of warrants

of common stock for services

of common stock in connection with a note payable

Reclassification

of put premium upon debt conversion

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2022

at December 31, 2022

$ ( 3,117,179 )

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

Issuance of common stock for alternate cashless exercise of warrants

Issuance of common stock for issuable shares

( 1,621,653 )

of common stock for conversion of convertible debt and accrued interest

of common stock for exercise of warrants

Reclassification

of put premium upon debt conversion

of Series A Preferred Stock

currency translation loss

loss for the three months ended March 31, 2023

at March 31, 2023

Reclassification of put premium upon debt conversion

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

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Net loss for the three months ended September 30, 2023

Balance at September 30, 2023

$ ( 65,178,173 )

$ ( 2,989,259 )

Preferred Stock

Comprehensive

Stockholders’

at June 30, 2023

$ ( 64,684,732 )

$ ( 3,117,179 )

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

of common stock for alternate cashless exercise of warrants

of common stock for issuable shares

( 1,621,653 )

Reclassification

of put premium upon debt conversion

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

currency translation gain

dividend upon alternate cashless exercise of warrants

loss for the three months ended September 30, 2023

at September 30, 2023

( 65,178,173 )

( 2,989,259 )

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

of common stock for alternate cashless exercise of warrants

of common stock for issuable shares

Reclassification

of put premium upon debt conversion

of common stock for cash

currency translation loss

dividend upon alternate cashless exercise of warrants

loss for the three months ended December 31, 2023

at December 31, 2023

Balance at June 30, 2024

$ ( 66,698,220 )

2 unchanged sentences

$ ( 3,779,059 )

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

of common stock for alternate cashless exercise of warrants

of common stock for cash

of subscription receivable

Reclassification

of put premium upon debt conversion

currency translation loss

currency translation gain (loss)

dividend upon alternate cashless exercise of warrants

loss for the three months ended March 31, 2024

at March 31, 2024

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

Issuance of common stock for services

Reclassification of put premium upon debt conversion

Foreign currency translation loss

Foreign currency translation gain (loss)

Net loss for the three months ended September 30, 2024

Balance at September 30, 2024

$ ( 67,052,530 )

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

the nine months ended

CASH FLOWS FROM OPERATING

For the three months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

$ ( 354,310 )

$ ( 350,866 )

to Reconcile Net Loss to Net Cash Used in Operating Activities:

Issuance and amortization

of common stock for services

Stock option, stock warrants

and restricted stock expense

Foreign currency transaction

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

Issuance of common stock for services

Foreign currency transaction loss (gain)

Depreciation expense

Amortization of debt discounts

Amortization of right-of-use

Change in fair value of

derivative liabilities

Amortization of right-of-use assets

Change in fair value of derivative liabilities

Derivative expense

Gain on extinguishment

Gain from settlement of

accounts payable

Loss (gain) on extinguishment of debt, net

Non-cash interest expense

Accretion of put premium

in Assets and Liabilities:

Changes in Assets and Liabilities:

GST receivable

Prepaid expenses and other

Prepaid expenses and other assets

Refundable advance deposit

Accounts payable

Employee benefit liability

Accrued expenses and other

Accrued expenses and other payables

Accrued interest

lease liability

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING

Proceeds from convertible

promissory notes, net of original issue discounts and issue costs

Repayment of convertible

Proceeds from the sale

of common stock

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Repayment of convertible note

Proceeds from note payable

Proceeds from loan payable

- related party

Collection of subscription

from the exercise of warrants

CASH PROVIDED BY FINANCING ACTIVITIES

Proceeds from loans payable - related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET (DECREASE) INCREASE

CASH AT BEGINNING OF

NET DECREASE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Disclosure of Cash Flow Information

paid during the period:

Disclosure of Non-Cash Investing and Financing Activities

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

discounts related to derivative liability

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

grant for settlement of accounts payable

issued for accrued services

dividend upon alternate cashless exercise of warrants

Supplemental Disclosure of Cash Flow Information

Cash paid during the year:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Reduction of put premium related to conversions of convertible notes

Conversion of convertible notes and accrued interest to common stock

Debt discounts related to derivative liability

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

Deemed dividend upon alternate cashless exercise of warrants

Issuance of common stock for prepaid service

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

21 unchanged sentences

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

As of March 31, 2024,

As of September 30, 2024,

there has been no activity within this entity.

22 unchanged sentences

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 and nine months ended March 31, 2024 and

2023 and cash flows for the nine months ended March 31, 2024 and 2023 and our consolidated financial position at March 31, 2024 have

The Company’s results of operations for the nine months ended March 31, 2024 are not necessarily indicative of the operating

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

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

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.

information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have

9 unchanged sentences

Propanc (UK) Limited

was an inactive wholly-owned subsidiary through March 31, 2024.

was an inactive wholly-owned subsidiary through September 30, 2024 and still remains inactive.

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

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

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

Actual results could differ from

these estimates.

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

for depreciation, valuation of the collectability of a refundable advance deposit, valuation of the operating lease liability and

related right-of-use asset, valuation of derivatives, allowance for uncollectable receivables, valuation of equity based instruments

issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average

exchange rates applied in lieu of spot rates on transaction dates.

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

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

Actual results could differ from these estimates.

Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets,

valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use

asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred

tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

BIOPHARMA, INC.

12 unchanged sentences

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

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

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

income (loss).

2 unchanged sentences

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

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

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

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

Effective fiscal year

2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3,

gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated

other comprehensive income (loss).

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

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

March 31, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $ 416,000 and $ 556,000 , respectively,

on intercompany loans made by the parent to the subsidiary that have not been repaid as of March 31, 2024, which is included as component

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

of March 31, 2024 and June 30, 2023, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of

preparing the consolidated financial statements were as follows:

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).

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

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

2 unchanged sentences

AUD exchange rate

change in Accumulated Other Comprehensive Income by component during the nine months ended March 31, 2024 was as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

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

Currency Items:

Balance, June 30, 2024

Unrealized foreign currency

translation loss

Ending balance, March 31, 2024

Unrealized foreign currency translation loss

Ending balance, September 30, 2024

Value of Financial Instruments and Fair Value Measurements

19 unchanged sentences

or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

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.

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

see Note 11 - Derivative Financial Instruments and Fair Value Measurements.

4 unchanged sentences

There were no cash equivalents

as of March 31, 2024 or June 30, 2023.

Refundable Advance Deposit

In August 2023, the Company

paid a refundable advance deposit of $ 123,127 which consisted primarily of a deposit paid to a potential lender to be used as payment

for a loan insurance premium related to a future loan transaction with the Company.

In the event, the future loan transaction does not

close, the potential lender shall return the refundable advance deposit.

During the nine months ended March 31, 2024, the Company recorded

as of September 30, 2024 or June 30, 2024.

Advance Deposit

August 2023, the Company paid a refundable advance deposit of $ 120,958 which consisted primarily of a deposit paid to a potential lender

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

In the event, the future loan

transaction does not close, the potential lender shall return the refundable advance deposit.

During fiscal year 2024, the Company recorded

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

Offering Costs

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

Prior to the completion

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

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

The deferred offering costs are charged

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

is not completed.

As of September 30, 2024 and June 30, 2024, the Company had recorded $ 27,117 in deferred offering costs for both periods.

and Equipment

14 unchanged sentences

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through March 31, 2024 were expensed immediately.

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.

16 unchanged sentences

All employee liabilities are owed within the next twelve

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Goods and Services Tax (“GST”)

3 unchanged sentences

which are disclosed as operating cash flows.

of March 31, 2024, and June 30, 2023, the Company was owed $ 5,265 and $ 2,867 , respectively, from the Australian Taxation Office.

of September 30, 2024 and June 30, 2024, the Company was owed $ 3,309 and $ 2,950 , respectively, from the Australian Taxation Office.

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

5 unchanged sentences

any discounts and records a net gain or loss on debt extinguishment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Notes With Variable Conversion Options

23 unchanged sentences

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

Total research and development costs for the nine months ended March 31, 2024 and 2023 were $ 195,712 and $ 242,223 , respectively.

Total research and development costs for the three months ended September 30, 2024 and 2023 were $ 61,714 and $ 16,242 , respectively.

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

10 unchanged sentences

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

the nine months ended March 31, 2024 and 2023, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 128,895 and $ 131,037 , respectively, which is reflected as a tax benefit in the accompanying

consolidated statements of operations and comprehensive income (loss).

Based Compensation

17 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

legal costs for litigation are charged to expense as incurred.

10 unchanged sentences

and administrative expenses.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Diluted Net Loss Per Common Share

7 unchanged sentences

amounts for all periods presented are identical.

Each holder of the 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.

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

Stock Options

Stock Warrants with no designations

Series A Warrants as if converted at alternate

cashless exercise price

Series A Warrants as if converted at alternate cashless exercise price

1,990,353,990

1,994,343,990

Series B Warrants

Series C Warrants as if converted at alternate

cashless exercise price *

Series C Warrants as if converted at alternate cashless exercise price *

9,175,999,954

Unvested restricted stock

2 unchanged sentences

13,004,861,540.12

11,396,197,211.12

* Only convertible ratably

15 unchanged sentences

reporting periods.

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

The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial

statements or disclosures.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

For the nine months ended March 31, 2024, the Company had no revenues, had a net loss of $ 1,461,950

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 March 31, 2024, the Company had a working capital deficit, stockholders’

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.

4 unchanged sentences

and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future

6 unchanged sentences

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following as of March 31, 2024 and June 30, 2023.

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

Office equipment at cost

Accumulated depreciation

Total property, plant,

and equipment

expense for the three months ended March 31, 2024 and 2023 were $ 49 and $ 450 , respectively.

Depreciation expense for the nine months

ended March 31, 2024 and 2023 were $ 297 and $ 1,345 , respectively.

Total property, plant, and equipment

expense for the three months ended September 30, 2024 and 2023 were $ 0 and $ 134 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

5 unchanged sentences

The total amount owed the former director

at March 31, 2024 and June 30, 2023 were $ 28,972 and $ 29,630 , respectively.

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

1 unchanged sentence

from Former Director - Related Party

from the Company’s former director at March 31, 2024 and June 30, 2023 were $ 48,218 and $ 49,314 , respectively.

The loan bears no

interest and is payable on demand.

The Company did not repay any amount on this loan during the nine months ended March 31, 2024 and

2023, respectively (see Note 9).

payable - Related Party

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

aggregate of $ 32,616 .

The loans bear no interest and are payable on demand.

The loans payable amounted to $ 32,616 and $ 0 as of March

31, 2024 and June 30, 2023, respectively.

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).

payable - Related Parties

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

These loans bear no interest and are payable on demand.

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

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 %

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.

loans payable – related parties amounted to $ 227,328 and $ 71,629 as of September 30, 2024 and June 30, 2024, respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

payable -long-term- Related Party

10 unchanged sentences

The total debt discount which is equivalent to the relative fair value of the

warrants of $ 141,084 was determined using a Black-Scholes model with the following assumptions:

stock price at valuation date of $ 0.119

based on the closing price of common stock at date of grant, exercise price of $ 0.01 , dividend yield of zero , expected term of 3.00 ,

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

The debt discount shall be amortized over the term of this loan.

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

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

interest from this loan amounted to $ 11,337 as of March 31, 2024.

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

March 31, 2024 was $ 34,756 .

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 106,328 as of

March 31, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 46,928 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

warrants of $ 141,084 was based on a fair value determination using a Black-Scholes model with the following assumptions:

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

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

The debt discount shall be amortized over the term

of this loan.

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.

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

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 .

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 .

Bridge Securities Purchase Agreement

2 unchanged sentences

Note”), which had a remaining principal balance of $ 65,280

as of March 31, 2024 (see Note 6).

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 %

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 %

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

4 unchanged sentences

the remaining principal balance of $ 65,280

from a convertible note into a loan payable which is the principal balance at March 31, 2024 and June 30, 2023.

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

1 unchanged sentence

The total accrued interest from this loan amounted to $ 48,009

as of March 31, 2024 and June 30, 2023, respectively.

as of September 30, 2024 and June 30, 2024, respectively.

Payable - others

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

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

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

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.

aggregate principal outstanding on the above loans was $ 145,091 as of September 30, 2024 and June 30, 2024.

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 %.

6 – NOTE PAYABLE AND CONVERTIBLE NOTES

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

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

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

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

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

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

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

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

The Promissory Note contains certain customary events of

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

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

On May 7, 2024, the August 2023

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

Note to September 30, 2024.

interest from this note amounted to $ 12,245 as of March 31, 2024.

Amortization of debt discount from the promissory note for the nine

months ended March 31, 2024 was $ 12,000 .

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

$ 0 as of March 31, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 .

Company’s convertible notes outstanding at March 31, 2024 and June 30, 2023 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

Convertible notes and debenture

Unamortized discounts

Convertible notes,

Note Issued with Consulting Agreement

Bridge Securities Purchase Agreements

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

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

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

Pursuant to the terms of such securities

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

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

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

The maturity date of the Crown Bridge

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

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

Additionally,

Crown Bridge had the option to convert all or any amount of the Crown Bridge Note at any time after issuance until the later of such

note’s maturity date or the date on which the default amount was paid if an event of default occurs, which would be between 110 %

and 150 % of the then outstanding principal amount of the Crown Bridge Note plus any interest accrued, for shares of the common stock

at the then-applicable conversion price.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

conversion price of the Crown Bridge Note was equal to 60% (representing a 40% discount) of the lowest closing bid price of the common

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

such notice was received.

subject to 4.99 % or 9.99 % beneficial ownership limitations .

The Crown Bridge Note was treated as stock settled

debt under ASC 480 and accordingly the Company recorded a $ 72,000 put premium.

Crown Bridge Note contained certain events of default, upon which principal and accrued interest would become immediately due and payable.

In addition, upon an event of default, interest on the outstanding principal accrued at a default interest rate of 15 % 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.

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

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

Accordingly, $ 28,480 of the put premium was released

in respect of the October 3, 2019 Crown Bridge Note during the year ended June 30, 2020 following partial conversion of the principal

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

2021 related to a conversion notice dated and received on September 16, 2020.

In November 2020, the Company was notified by Crown Bridge

of the cancellation of this conversion notice as a result of the reverse stock split and, as such, the Company reversed the effects of

this transaction, thereby increasing the principal balance by $ 9,600 and put premium by $ 6,400 and a corresponding decrease in equity

of $ 16,000 .

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

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

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

Consequently, during

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

Additionally,

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

Therefore, the

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

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

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

29, 2023 Securities Purchase Agreement

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

which closed on July 6, 2023, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal

Note”) from the Company in the aggregate principal amount of $ 65,000 , such principal and the interest thereon convertible into

shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contained debt issue costs of $ 5,000 .

The Company used the net proceeds for general working capital

The maturity date was June 29, 2024 .

19, 2023 Securities Purchase Agreement

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

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

amount of $ 45,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

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

The July 19, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

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

The maturity date was July 19, 2024 .

16, 2023 Securities Purchase Agreement

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

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

amount of $ 55,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

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

The August 16, 2023 1800 Diagonal Note contains debt

issue costs of $ 5,000 .

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

The maturity date is August 16, 2024 .

20, 2023 Securities Purchase Agreement

October 20, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “October 20, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 40,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the October 20, 2023 1800 Diagonal Note.

The October 20, 2023 1800 Diagonal Note contains

debt issue costs of $ 5,000 .

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

The maturity date is October 20,

29, 2023 Securities Purchase Agreement

November 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal

purchased a convertible promissory note (the “November 29, 2023 1800 Diagonal Note”) from the Company in the aggregate principal

amount of $ 45,000 , such principal and the interest thereon convertible into shares of the Company’s common stock at the option

of 1800 Diagonal any time after 180 days of the November 29, 2023 1800 Diagonal Note.

The November 29, 2023 1800 Diagonal Note contains

debt issue costs of $ 5,000 .

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

The maturity date is September

6 – NOTES PAYABLE AND CONVERTIBLE NOTES

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

original issue discount promissory note (the “Promissory Note”) in consideration for $ 120,000 ,

which has a principal face amount of $ 132,000 ,

matured on November

15, 2023 and accrued interest at a rate of 10 %

per annum, and was increased to 18 %

due to the event of a default.

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.

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.

date of filing this report, such Promissory Note is past due and currently in default.

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

1800 Diagonal Notes bear interest at a rate of 8 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of

the Company’s common stock;

but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date

or upon acceleration or by prepayment.

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

interest due under the above note, together with any other amounts that the Company may owe the holder under the terms of the note, at

a premium ranging from 110 % to 129 % as defined in the note agreement.

After this initial 180-day period, the Company does not have a

right to prepay such note.

conversion price for the above notes shall be equal to a 35 %

discount of the market price which means the average of the lowest three trading prices of the Common Stock for the ten trading days

immediately prior to the delivery of a Notice of Conversion.

Notwithstanding the foregoing, 1800 Diagonal shall be restricted from

effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by 1800

Diagonal and its affiliates, exceeds 9.99 %

of the outstanding shares of the Company’s common stock.

The Company treats these convertible notes as stock settled debt

under ASC 480 and accordingly the Company recorded a total debt premium of $ 134,615

which was recorded during the nine months ended March 31, 2024.

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

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

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

Further, certain events

of default may trigger penalty and liquidated damage provisions.

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

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

certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal

150 % of the then-outstanding principal amount of the above 1800 Diagonal notes, plus any interest accrued upon such event of default

or prior events of default (the “Default Amount”).

Further, upon any event of default relating to the failure to issue shares

of common stock upon the conversion of such notes, such notes become immediately due and payable in an amount equal to twice the Default

total principal amount outstanding under the above 1800 Diagonal financing agreements were $ 110,040 and accrued interest of $ 5,353 as

of March 31, 2024 following conversion of $ 139,960 of the principal balance and $ 4,263 accrued interest during the three months ended

March 31, 2024.

Accordingly, $ 75,363 of the put premium was released to additional paid in capital in respect to the 1800 Diagonal financing

agreements during the nine months ended March 31, 2024 following conversion of the principal balance.

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 .

Diagonal Lending Promissory Notes

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

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

The principal and accrued interest is payable

on or before March 30, 2025.

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

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

Accrued, unpaid interest and outstanding principal,

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

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

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

each month thereafter.

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

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

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

The principal and accrued interest is payable

on or before April 15, 2025.

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

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

Accrued, unpaid interest and outstanding principal,

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

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

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

month thereafter.

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

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.

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.

total balance of the above three promissory notes, net of unamortized discount of $ 17,291 was $ 213,109 at September 30, 2024.

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

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

SCHEDULE OF CONVERTIBLE NOTES

September 30, 2024

June 30, 2024

Convertible notes and debenture

Unamortized discounts

Convertible notes, net

Capital Securities Purchase Agreements

15, 2022 Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement with ONE44 Capital LLC, pursuant to which ONE44 Capital 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 was convertible into shares of the Company’s common stock at the option of ONE44 Capital

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

The transaction contemplated by the ONE44 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 the August 15, 2022 ONE44 Purchase Agreement, the Company paid ONE44 Capital’s legal fees of $ 5,500 .

The Company use 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 interest may be paid by the Company

to ONE44 Capital in shares of common stock, but shall not be payable until the Maturity Date or upon acceleration or by prepayment

14, 2023 Securities Purchase Agreement

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

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

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

of the February 14, 2023 ONE44 Note.

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

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 .

1 unchanged sentence

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 shall not be payable until the maturity

date or upon acceleration or by prepayment of such note.

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

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

14, 2023 Securities Purchase Agreement

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

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

such principal and the interest thereon 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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8, 2023 Securities Purchase Agreement

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

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

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

of the December 8, 2023 ONE44 Note.

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.

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

Pursuant to the terms of such purchase agreement, the Company

paid $ 7,500 for ONE44’s legal fees.

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

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.

3 unchanged sentences

or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following terms shall apply to all of the above ONE44 note:

4 unchanged sentences

not have a right to prepay such note.

conversion price for the above ONE44 notes ranges from 60 %

(representing a 35 %

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 nine months ended March 31, 2024.

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

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

10 unchanged sentences

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

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

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

Accordingly, $ 182,376

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

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

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

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

June 30, 2024 following conversion of the principal balance.

total principal amount outstanding under the above ONE44 financing agreements were $ 150,000 and accrued interest of $ 4,685 as of March

31, 2024 following conversion of $ 118,111 of the principal balance and $ 8,317 accrued interest during the nine months ended March 31,

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,

Accordingly, $ 9,000 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements

during the nine months ended March 31, 2024 following conversion of the principal balance.

during the three months ended September 30, 2024 following conversion of the principal balance.

Capital Partners Securities Purchase Agreements

23, 2023 Securities Purchase Agreement

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

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

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

shares of common stock at the option of GS Capital.

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

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

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

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

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

capital purposes.

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

The GS Capital Note bore

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

or upon acceleration or by prepayment of such note.

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

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

GS Capital was entitled, at its option, at

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

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

However, in the event the common

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

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

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

The GS Capital Note

was subject to a 4.99 % beneficial ownership limitation.

Additionally,

such conversion price were adjusted when the Company issued securities with more favorable conversion terms.

The effective conversion

price of this note was 60 % (representing a 40 % discount) of the market price, which was the lowest closing bid prices of the Common Stock

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

21, 2022 Securities Purchase Agreement

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

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

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

The transaction contemplated by such purchase agreement closed on

September 26, 2022.

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

Pursuant to the terms of such purchase agreement, the Company

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Such note bore interest at a rate of

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

by prepayment of such note.

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

as requested by GS Capital surrendering the same.

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

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

to $2 (the “September Fixed Price”).

However, in the event the common stock trades below $1.40 per share for more than

five consecutive trading days, then the September Fixed Price became $0.90 per share .

In the event of default under such note, such

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

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

Such note was subject to 4.99 %

beneficial ownership limitations.

23, 2023 Securities Purchase Agreement

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

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

thereon convertible into shares of the Company’s common stock at the option of GS Capital.

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

2 unchanged sentences

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

maturity date of the GS Capital Note was February

23, 2024 and is currently in default.

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

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

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

acceleration or by prepayment.

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

by GS Capital surrendering the same.

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

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

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

In the event of a default under the Note and unless

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

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

the Company remains in default.

Pursuant to the Note, in the event that such conversion price is below the par value of the Common

Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse split of its Common Stock, as

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 .

Between April 2024 and May 2024, the Company issued an aggregate of 16,540,357

shares of its common stock at a contractual conversion price of $ 0.0006 , as a result of the conversion of principal of $ 9,250 , interest

of $ 492 and conversion fees of $ 479 related to this GS Capital note (see Note 12).

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12, 2023 Securities Purchase Agreement

1 unchanged sentence

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 61,000 , such principal and the interest

thereon convertible into shares of the Company’s common stock at the option of GS Capital.

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

2 unchanged sentences

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

maturity date of the GS Capital Note was April

12, 2024 and is currently in default.

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.

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.

12, 2024 Securities Purchase Agreement

April 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest

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

The GS Capital Note contains a $ 2,500

original issue discount.

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

maturity date of the GS Capital Note is October

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.

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

by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note is equal to $0.015 per share (the

“Fixed Price”), provided that the Fixed Price will be reduced to $0.01 per share in the event that the market price of

the Common Stock trades below $0.0075 per share for ten consecutive trading days.

In the event of a default under the Note and

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

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

which the Company remains in default.

Pursuant to the Note, in the event that such conversion price is below the par value of the

Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse split of its Common Stock, as

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 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.

2, 2024 Securities Purchase Agreement

August 2, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note 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.

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.

20, 2024 Securities Purchase Agreement

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.

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

to the above GS Capital notes, in the event that such conversion price is below the par value of the Common Stock, the Company has agreed

to take all steps to reduce such par value or conduct a reverse split of its Common Stock, as applicable.

Notwithstanding the foregoing,

such conversion price and lookback periods are subject to adjustment in favor of the Investor in the event the Company issues securities

to another party with more favorable conversion terms, and such conversions are subject to a 4.99 % beneficial ownership limitation (which

may be increased to 9.9% upon 60 days’ prior written notice from the holder of the Note) and adjustments for mergers, consolidations,

reorganizations and similar events set forth in the Note, other than a transfer or sale of all or substantially all Company assets.

to the Note, the Company is required to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to any

increase of such reserved amount to reflect the Company’s obligations under the Note.

Additionally,

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

more favorable conversion terms.

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

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

delivery of a Notice of Conversion.

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

4 unchanged sentences

180-day period, the Company does not have a right to prepay such notes.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 % per annum

8 unchanged sentences

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

2023, following conversion of $ 89,200 of the principal balance and $ 2,945 accrued interest during the year ended June 30, 2023.

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

liabilities at fair value.

total principal outstanding and accrued interest under the above GS Capital notes were $ 122,500

and $ 6,251 ,

respectively, as of March 31, 2024, following conversion of $ 91,300

of the principal balance, $ 6,283

accrued interest (including $ 1,254 at default interest rate) and $ 2,235

conversion fees during the nine months ended March 31, 2024.

The two GS Capital notes with total principal amount of $ 122,500 are

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

At March 31, 2024, an aggregate total of $ 122,500

of the above GS Capital notes were bifurcated with the embedded conversion option which are recorded as derivative liabilities at

fair value as of March 31, 2024 (see Note 11).

Enterprises, LLC Securities Purchase Agreement

November 3, 2022, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant

to which the Company issued Coventry a promissory note from the Company in the aggregate principal amount of $ 125,000 , such principal

and the interest thereon convertible into shares of the Company’s common stock following an event of default (the “Coventry

The Coventry Note contained a $ 25,000 original issue discount.

The Company used the net proceeds of $ 100,000 from the Coventry

Note for general working capital purposes.

Coventry Note bore interest at a rate of 10 % per annum, with $ 12,500 in guaranteed interest.

The principal amount and the guaranteed

interest was due and payable in seven equal monthly payments of $ 19,643 , commencing on March 24, 2023 and continuing on the 24th day

of each month thereafter until paid in full not later than October 24, 2023, or such earlier date as the Coventry Note was required or

permitted to be repaid and to pay such other interest to Coventry on the aggregate unconverted and then-outstanding principal amount

of the Coventry Note in accordance with the provisions thereof.

Any or all of the principal amount and guaranteed interest may be pre-paid

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

Additionally,

in the event that the Company files with the SEC a qualified offering statement on Form 1-A and such note was still outstanding for four

months since its issuance, Coventry had the right to convert all or portion of such note, including guaranteed interest, into shares

of common stock at the offering price used in connection with such offering.

any time following an event of default under the Coventry Note, it became convertible, in whole or in part, into shares of Common Stock

at the option of Coventry, at any time and from time to time thereafter (subject to the beneficial ownership limitations set forth therein).

The conversion price of the Coventry Note was ninety percent (90%) per share of the lowest per-share VWAP during the twenty (20) trading-day

period before the conversion (each, a “Calculated Conversion Price”).

In the event that, within 30 calendar days either before

or after any conversion, the conversion price of which was based upon a Calculated Conversion Price, the Company consummates (in whole

or in part) any financing (whether such financing was equity, equity-equivalent, or debt or any combination thereof) or for any other

reason issues any shares of common stock or any common stock equivalents at a price less than the most recent Calculated Conversion Price

(the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, at the option of Coventry,

(i) if the conversion had not yet occurred, then the Alternative Conversion Price will be substituted for the Calculated Conversion Price

and (ii) if the conversion had occurred, then, within two trading days following Coventry’s written request, the Company was required

to issue to Coventry that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock

that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using

the Alternative Conversion Price.

Accordingly, the Coventry note is treated as stock settled debt under ASC 480 and the Company recorded

a total of $ 13,889 put premium during the year ended June 30, 2023.

the occurrence and during the continuation of certain events of default, interest on the Coventry Note accrues at a default interest

rate equal to the lesser of (i) 18% per annum or (ii) the maximum rate permitted by law.

Subject to the beneficial ownership limitation

in the Coventry Note, if any event of default occurs, then the outstanding principal amount guaranteed interest plus accrued but unpaid

default rate interest, liquidated damages and other amounts owing on the Coventry Note through the date of acceleration became immediately

due and payable at Coventry’s option, in cash or in shares of common stock at the mandatory default amount, which was equal to

120% of all such amounts due on the Coventry Note.

If the Company failed to deliver to Coventry such shares, the Company was required

to pay in cash an amount equal to the amount that the value of such shares exceeds the principal amount and interest of the attempted

an additional inducement to Coventry entering into such agreement, the Company issued to Coventry 75,000 shares of common stock on the

issuance date of the Coventry Note, which was valued using the relative fair value method at $ 37,500 and recognized as debt discount

to be amortized over the term of such note.

Company failed to make the first installment payment due in March 2023 which was considered an event of default.

The Company recorded

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

total principal amount outstanding and accrued interest under the above Coventry note was $ 144,951 including the default penalty as of

June 30, 2023 following conversion of $ 5,049 of the principal balance and $ 22,749 accrued interest during the year ended June 30, 2023.

Accordingly, $ 561 of the put premium was released to additional paid in capital in respect of such purchase agreements with Coventry

during the year ended June 30, 2023 following conversion of the principal balance.

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).

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

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).

GS Capital note with principal amount of $ 52,200 is currently in default and accrues at a default interest rate of 24 % per annum.

LLC Securities Purchase Agreement

5, 2024 Securities Purchase Agreement

March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC

(“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal

amount of $ 50,000 , for a purchase price of $ 46,875 , after an original issue discount of $ 3,125 .

The Company paid legal and financing

costs of $ 7,500 .

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

The maturity date of the note is March

1, 2025 and the note bears interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the

event of a default.

20, 2024 Securities Purchase Agreement

June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase

a convertible promissory note from the Company in the aggregate principal amount of $ 33,750 , for a purchase price of $ 30,375 , after an

original issue discount of $ 3,375 .

The Company paid legal and financing costs of $ 5,200 .

The Company used the net proceeds therefrom

for general working capital purposes.

The maturity date of the note is June 20, 2025 and the note bears interest at a rate of eight percent

( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.

principal and interest on the notes are convertible into shares of common stock of the Company at the option of 104 at any time following

the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65 % of the lowest closing trade price

of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35 %).

Notwithstanding the foregoing,

such conversions are subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations

and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets.

Pursuant to the

notes, the Company is required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase

of such reserved amount to reflect the Company’s obligations under the notes.

The above 104 notes treated as stock settled debt

under ASC 480 and accordingly the Company recorded a total of $ 45,096 was recorded as a put premium during the year ended June 30, 2024.

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

July 2023, the Company fully paid the remaining principal including accrued interest of $ 70 for a total of $ 142,979 .

The total principal

amount outstanding and accrued interest under the above Coventry note was $ 0 following conversion of $ 5,049 of the principal balance

of $ 2,043 and interest of $ 357 during the nine months ended March 31, 2024.

Accordingly, $ 13,328 of the put premium was released to additional

paid in capital in respect of such purchase agreements with Coventry during the nine months ended March 31, 2024 following conversion

of the principal balance.

LLC Securities Purchase Agreement

March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104

LLC (“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate

principal amount of $ 50,000

(the “104 Note”), for a purchase price of $ 46,875 , after an original issue discount of $ 3,125 .

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

principal and interest on the Note is convertible into shares of common stock of the Company at the option of 104 at any time following

the issuance date of the 104 Note (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 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 500% of the number of Conversion Shares, subject to any increase of

such reserved amount to reflect the Company’s obligations under the Note.

The above 104 Note is treated as stock settled debt under

ASC 480 and accordingly the Company recorded a total of $ 26,923 was recorded as a put premium during the nine months ended March 31,

maturity date of the Note is March 1, 2025 and the 104 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.

During the first 60 days following the date of the Note, the Company has the right

to prepay the principal and accrued but unpaid interest due under the Note, at a 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.

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

104 Note contains certain events of default, including failure to pay principal and interest when due, failure to timely issue the Conversion

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.

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

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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 Note, including, among others,

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 Note will

Upon an event of default, the notes will

become immediately due and payable by the Company.

total principal amount outstanding under the above 104 financing agreement were $ 50,000 and accrued interest of $ 340 as of March 31,

payable and convertible note in default

convertible notes for total principal amount of $ 122,500

with a maturity dates between February

23, 2024 and April 12, 2024 and an outstanding promissory note of $ 132,000

dated on August 15, 2023 with maturity date of November

15, 2023 are currently in default as of the date of this filing.

total principal amount outstanding under the above 104 financing agreements was $ 83,750 and accrued interest was $ 1,429 as of June 30,

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.

convertible notes in default

convertible notes for total principal amount of $ 83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently

in default as of the date of this filing.

of debt discounts

Company recorded $ 196,625 and $ 210,278 of debt discounts related to the above note issuances during the nine months ended March 31, 2024

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 $ 261,538 and $ 232,674 of put premiums related to the above note issuances during the nine

months ended March 31, 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.

of debt discounts associated with convertible notes for the nine months ended March 31, 2024 and 2023 was $ 199,856 and $ 138,014 , respectively.

Company reclassified $ 166,535 and $ 351,992 in put premiums to additional paid in capital following conversions during the nine months

ended March 31, 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.

of all debt discounts for the three months ended September 30, 2024 and 2023 was $ 56,983 and $ 69,457 , respectively.

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.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

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

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any certificate of designation filed by the Company with the State of Delaware.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”),

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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.

to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred

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stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of

One share of Series B Preferred Stock is issued and outstanding as of March 31, 2024 and June 30, 2023.

One share of Series B Preferred Stock is issued and outstanding as of September 30, 2024 and June 30, 2024.

the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during the nine months ended March 31, 2024 and

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.

Line Agreement

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

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

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

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

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

effective by the U.S.

Securities and Exchange Commission (the “SEC”).

Pursuant to the Equity Line Agreement, the Company

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

forth the number of Shares that the Investor will purchase.

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

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

and general corporate purposes.

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

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

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

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

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

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

to the issuance of such Shares.

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

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

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

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

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

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

The Company collected the subscription

receivable of $ 8,822 in January 2024.

February 20, 2024, the Company issued 1,755,240 shares of its common stock at an average price per share of approximately $ 0.0013 , as

a result of delivering one draw down notice to the Investor for $ 2,260 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

issued for conversion of convertible debt

July 1, 2023 through September 30, 2023, the Company issued an aggregate of 4,898,307 shares of its common stock and common stock issuable

of 626,229 at an average contractual conversion price of $ 0.02 as a result of the conversion of principal of $ 106,454 , interest of $ 7,677

and conversion fees $ 1,437 underlying certain outstanding convertible notes converted during such period.

The common stock issuable of

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

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

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

certain outstanding convertible notes converted during such period.

January 1, 2024 through March 31, 2024, the Company issued an aggregate of 70,432,148 shares of its common stock at an average contractual

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.

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

March 31, 2024 was $ 195,090 and $ 516,337 , respectively, including the $ 143,467 discussed below.

in the above conversions during the nine months ended March 31, 2024, convertible notes with principal aggregate amount of $ 91,300 , accrued

interest of $ 11,080 and conversion fees of $ 2,236 containing bifurcated embedded conversion option derivatives were converted into common

Accordingly, the fair market value of the shares issued upon conversion was $ 243,286 , resulting in a loss on extinguishment at

the time of conversion of $ 143,467 and $ 170,785 of derivative liability fair value was recorded as a gain on extinguishment at the time

of conversion, resulting in a net gain of $ 27,318 which is included in gain (loss) on extinguishment of debt in the accompanying condensed

consolidated statements of operations during the nine months ended March 31, 2024.

Company reclassified $ 166,535 from put premium liabilities to additional paid in capital following conversions during the nine months

ended March 31, 2024.

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.

Company reclassified $ 9,336 from put premium liabilities to additional paid in capital following conversions during the three months

ended September 30, 2024.

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 March 31, 2024.

issued for issuable shares

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

The common stock issuable of 608,423

were issued on July 10, 2023.

issued for exercise of warrants

the three months ended September 30, 2023, the Company issued an aggregate of 2,282,000 shares of common stock from the alternate cashless

exercise of 0.0114 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the

par value of common stock.

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

exercise of 0.0132 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the

par value of common stock.

the three months ended March 31, 2024, the Company issued an aggregate of 1,350,000 shares of common stock from the alternate cashless

exercise of 0.00675 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or

the par value of common stock.

Alternate Cashless Exercise provision, for a cashless conversion at the holder’s option, is available should the trading price

of the Company’s common stock fall below $ 200,000 per share calculated based on the difference between the exercise price of the

Series A Warrant and 70 % of the market price.

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

when triggered.

Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the

value of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before

the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the

down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 15,800 and $ 192,960 during the three and

nine months ended March 31, 2024, respectively, and a corresponding reduction of income available to common stockholders upon the alternate

cashless exercise of these warrants.

financing agreements at September 30, 2024.

issued for services

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.

to employment agreements dated in May 2019, the Company granted an aggregate of 0.078 and 0.039 restricted stock unit to the Company’s

5 unchanged sentences

There were $ 248,620 unrecognized restricted stock units expense

as of March 31, 2024 and June 30, 2023.

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 March 31, 2024 to which the $ 248,620 relates to.

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

BIOPHARMA, INC.

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TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following table summarizes warrant activity for the nine months ended March 31, 2024:

SCHEDULE OF WARRANT ACTIVITY

following table summarizes warrant activity for the three months ended September 30, 2024:

SUMMARY OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2024

Exercised (de minimis)

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Outstanding and Exercisable:

Weighted average remaining contractual

Aggregate intrinsic

Weighted average remaining contractual term

Aggregate intrinsic value

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

OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

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Series C warrants

Warrants with no class

the three months ended September 30, 2023, the Company issued an aggregate of 2,282,000 shares of common stock from the alternate cashless

exercise of 0.0114 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the

par value of common stock.

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

exercise of 0.0132 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the

par value of common stock.

the three months ended March 31, 2024, the Company issued an aggregate of 1,350,000 shares of common stock from the alternate cashless

exercise of 0.00675 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or

the par value of common stock.

Granted to Lender – Related Party

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

pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).

Pursuant to such agreement, the term

of such loan is three (3) years, ending on July 5, 2026 , with an interest rate of 10 % to be paid monthly in arrears.

In connection with

such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise

price of $ 0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata

distribution) with an expiry date of July 5, 2026.

The Company accounted for the 15,000,000 warrants issued with this loan payable by

using the relative fair value method.

The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084

using a Black-Scholes model with the following assumptions:

stock price at valuation date of $ 0.119 based on the closing price of common

stock at date of grant, exercise price of $ 0.01 , dividend yield of zero , expected term of 3.00 , a risk-free rate of 4.59 %, and expected

volatility of 268 % and was recorded to additional paid in capital (see Note 5).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

summary of the Company’s option activity during the nine months ended March 31, 2024 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Warrants with no class designation

summary of the Company’s option activity during the three months ended September 30, 2024 is presented below:

OF STOCK OPTION ACTIVITY

Average Exercise

Price Per Share

Outstanding at June 30, 2024

Outstanding at March 31, 2024

Exercisable at March 31, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Outstanding and Exercisable:

Weighted average remaining contractual

Weighted average fair value of options

granted during the period

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Aggregate intrinsic value

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awards and restricted stock units.

the nine months ended March 31, 2024 and 2023, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

There was $ 0 of unvested stock options expense as of March 31, 2024.

No stock options were granted during the nine months ended

March 31, 2024.

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Reverse Stock Split (Unaudited)

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

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

SCHEDULE OF LOSS PER SHARE BASIS OF REVERSE

Historical per share data – (Pre- Split basis)

September 30, 2024

September 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

table below reflects the reverse split of 1:60,000.

Historical per share data – (Post- Split basis)

September 30, 2024

September 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

8 – COMMITMENTS AND CONTINGENCIES

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that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

part of its requirement for having a foreign operating subsidiary, the Company’s parent U.S.

entity 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.

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.

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

in the March 31, 2024 and June 30, 2023 consolidated balance sheets.

The Company recorded the penalties for all three years during the

year ended June 30, 2018.

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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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.

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)

Additionally, in exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of

net revenues to the University.

October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services

19 unchanged sentences

10,000 Euros ($ 10,114 USD) in July 2023 (unpaid).

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

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.

of September 30, 2024 and June 30, 2024, there are no royalty fees owed to the University.

May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”)

which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the

Consultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments

(“Offering”).

The engagement period shall end on the earlier of i) 12 months from the date of this agreement or ii) the final

closing if any of the Offering.

The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering

the sale of up to $ 15 million of equity, equity derivatives, and equity linked instruments of the Company.

The Company shall pay compensation

Financing Fees:

For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent ( 8.0 %) of the amount of capital raised,

invested or committed, payable in cash at the closing or closings of the financing to which it relates;

For debt placements, pay the Consultant a cash fee of six percent ( 6.0 %) of the amount of capital raised, invested or committed, payable

in cash at the closing or closings of the financing to which it relates.

As additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing

warrants (the “Warrants”) to purchase that number of shares of Common Stock equal to three percent ( 3.0 %) of the aggregate

proceeds sold in an offering.

The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from

the effective date of the Offering at a price per share equal to the Offering price.

The Warrants will provide for piggyback registration

rights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of

such warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations,

mergers, etc.

and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below

the offering price as permitted under FINRA Rule 5110(f)(2)(G).

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

of March 31, 2024 and June 30, 2023, and in addition to the above amounts, the Company has $ 38,608 and $ 18,056 , respectively, balance

due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed

consolidated balance sheets.

As of March 31, 2024 and June 30, 2023, there are no royalty fees owed to the University.

July 1, 2022, the Company and a consultant agreed to extend the term of a consulting agreement from July 1, 2022 to June 30, 2023 to

provide media-related services for a monthly fee of $ 50,000 .

In addition, the Company agreed to pay a stock fee equal to 9.9 % of the

outstanding common stock of the Company during the term of the agreement.

The Company agreed to increase the consultant’s diluted

holdings back to 9.9 % and accrue the value of the common stock at each reporting period until June 30, 2023.

All service fees are non-refundable.

In November 2022, the Company and the consultant agreed to discontinue the monthly cash portion fee.

On November 16, 2022, the Company

issued 73,301 shares of common stock to this consultant for services rendered from July 2022 to November 2022.

Additionally, on June

30, 2023, the Board approved the issuance of 608,423 shares of the Company’s common stock to this consultant for services rendered

from April 2023 to June 2023.

The Company did not renew this agreement after the end of the term on June 30, 2023.

Accordingly, the Company

has $ 0 balance owed to such consultant as of March 31, 2024.

Leases – Related Party

Additionally,

the Consultant shall be entitled to a cash fee equal to eight percent ( 8.0 %) of the gross proceeds received by the Company from the sale

of any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement

period, in connection with any public or private financing or capital raise.

Merger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees:

The M&A Transaction fees shall be payable

to the Consultant in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent

( 5.0 %) of M&A Transaction consideration.

Company will be responsible for and will pay all expenses relating to the Offering as defined in the Agreement.

Additionally, the Company

will provide an expense advance (the “Advance”) to the Consultant of $ 50,000 , of which $ 25,000 was payable upon the execution

of the Agreement and $ 25,000 of which is payable upon the initial filing of a registration statement.

The Company paid $ 25,000 in May

2024 and has been recorded as deferred offering cost as of September 30, 2024 and June 30, 2024.

No payment was made during the three

months ended September 30, 2024.

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

4 unchanged sentences

SCHEDULE OF RIGHT OF USE ASSET

Right-of-use asset,

September 30, 2024

June 30, 2024

accumulated amortization

Right-of-use asset, net

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

September 30, 2024

June 30, 2024

Reduction of lease liability

office lease,

current portion

Long term portion

of lease liability

future minimum lease payments under non-cancelable operating lease at March 31, 2024 are as follows:

office lease, current portion

Long term portion of lease liability

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

Imputed interest

Total operating lease

weighted average remaining lease term for the operating lease is 1.01 years as of March 31, 2024.

Total operating lease liability

weighted average remaining lease term for the operating lease is 0.51 years as of September 30, 2024.

9 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

transactions have included the following:

of March 31, 2024 and June 30, 2023, the Company owed its former director a total of $ 28,972 and $ 29,630 , respectively, related to expenses

paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

of March 31, 2024 and June 30, 2023, the Company owed its former director a total of $ 48,218 and $ 49,314 , respectively, for money loaned

to the Company, throughout the years.

The total loans balance owed at March 31, 2024 and June 30, 2023 is not interest bearing (see Note

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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).

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).

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

7 unchanged sentences

On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon Pty

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes (See Note 9).

As of March 31, 2024

and June 30, 2023, total rent payable of $ 185,129 AUD ($ 119,001 USD) and $ 158,129 AUD ($ 105,377 USD), respectively, was included in accrued

expenses in the accompanying condensed consolidated balance sheet.

Rent expense under the lease was $ 19,584 and $ 22,244 the nine months

ended March 31, 2024 and 2023, respectively and reflected as occupancy expenses – related party in the accompanying condensed consolidated

statements of operations and comprehensive income (loss).

payable - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 32,616 .

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).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

payable - Related Parties

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

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

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).

payable -long-term- Related Party

38 unchanged sentences

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.

For the year ended June 30, 2022, a total of $ 7,689 AUD ($ 5,577 USD) in payments have been made with respect

Nathanielsz’s car allowance which expired in August 2022.

No payments were made during the nine months ended March 31, 2024

and during fiscal 2023.

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.

August 12, 2021, the Board approved a bonus of $ 177,840 USD.

9 unchanged sentences

bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated balance sheet.

$ 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 condensed

consolidated balance sheet.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the nine months ended March 31, 2024.

2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 232,937 AUD ($ 149,732 USD) bonus

payable as of March 31, 2024 which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

and Restated Employment Agreement

15 unchanged sentences

There are 0.04 vested options and 0.04 restricted stock

units that are considered issuable as of March 31, 2024 and June 30, 2023.

units that are considered issuable as of September 30, 2024 and June 30, 2024.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

26 unchanged sentences

There are 0.02 vested options and 0.02 vested restricted stock unit that

are considered issuable as of March 31, 2024 and June 30, 2023.

August 12, 2021, pursuant to a Cancellation Agreement, Mr.

Kenyon agreed to cancel accrued salaries of $ 102,600 in exchange for 3,420

shares of common stock of the Company.

As of March 31, 2024 and June 30, 2023, total accrued salaries of $ 134,500 AUD ($ 88,044 USD) and

$ 96,000 AUD ($ 64,627 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets.

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

are considered issuable as of September 30, 2024 and June 30, 2024.

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

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 condensed consolidated balance sheet as accumulated other comprehensive income.

on the consolidated balance sheet as accumulated other comprehensive income.

10 – CONCENTRATIONS AND RISKS

3 unchanged sentences

Bank deposits in Australian banks are uninsured.

has not experienced any losses in such accounts through March 31, 2024.

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

of $ 73,000 for original issue discounts and debt issue costs during the nine months ended March 31, 2024 from each of the five lenders

of $ 225,000 , $ 125,000 , $ 127,500 , $ 120,000 and $ 185,872 , respectively which represents approximately 29 %, 16 %, 16 %, 15 % and 24 %, respectively

of total proceeds received by the Company during the nine months ended March 31, 2024.

Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 79,111 for original

issue discounts and debt issue costs during the nine months ended March 31, 2023 from each of the five lenders of $ 101,250 , $ 189,000 ,

$ 150,000 , $ 50,000 and $ 100,000 , respectively, which represents approximately 17 %, 32 %, 25 %, 8 % and 18 %, respectively, of total proceeds

received by the Company during the nine months ended March 31, 2023.

has not experienced any losses in such accounts through September 30, 2024.

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.

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.

Concentration

of March 31, 2024 and June 30, 2023, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

of September 30, 2024 and June 30, 2024, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

5 unchanged sentences

In Canada and Mexico, the patent applications have been accepted as of fiscal

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2016 and early 2017, the Company filed other patent applications.

7 unchanged sentences

PCT application entered the national phase in October 2018.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Presently, there are 83 granted,

allowed, or accepted patents and 10 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

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.

1 unchanged sentence

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

of March 31, 2024 and June 30, 2023, the Company’s operations are based in Camberwell, Australia;

however, the majority of research

and development is being conducted in the European Union.

of 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.

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 March 31, 2024

As of September 30,

2024 and June 30, 2024, there has been no activity within this entity.

8 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 122,500 (2 notes) and $ 75,300 (2 notes) of convertible debt,

which were treated as derivative instruments outstanding at March 31, 2024 and June 30, 2023, respectively.

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.

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

price of the Company’s common stock at March 31, 2024, the last trading day of the period ended March 31, 2024, was $ 0.0032 .

volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31,

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.

2 unchanged sentences

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

Initial Valuations

(on new derivative

instruments entered

into during the nine

March 31, 2024)

into during the three

September 30, 2024)

September 30, 2024

Expected Remaining Term (in years)

Risk Free Interest Rate

4.43 - 4.88 %

4.65 - 5.53 %

Expected dividend yield

4 unchanged sentences

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and June 30, 2023:

the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2024 and June 30,

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

March 31, 2024

conversion option liabilities

September 30, 2024

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

BIOPHARMA, INC.

2 unchanged sentences

June 30, 2024

conversion option liabilities

following is a roll forward for the nine months ended March 31, 2024 of the fair value liability of price adjustable derivative instruments:

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

following is a roll forward for the three months ended September 30, 2024 of the fair value liability of price adjustable derivative

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2024

Beginning balance

Initial fair value of embedded conversion option

derivative liability recorded as debt discount

Initial fair value of embedded conversion option

derivative liability recorded as derivative expense

Reduction of derivative liability upon debt

Change in fair value

included in statements of operations

Balance at March 31,

Ending balance

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

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

Reduction of derivative liability upon debt conversion

Change in fair value included in statements of operations

Balance at September 30, 2024

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

April 2024 and May 2024, the Company issued an aggregate of 58,272,432 shares of its common stock at a contractual conversion price of

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.

The Company reclassified $ 18,895 from put premium liabilities to additional paid in capital

following the conversions.

12, 2024 Securities Purchase Agreement

April 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest

thereon 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.

maturity date of the GS Capital Note is October 12, 2024 .

The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest

may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,

whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital Note is exchangeable for an equal aggregate principal

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

The initial conversion price

for the GS Capital Note is equal to $0.0017 per share (the “Fixed Price”), provided that the Fixed Price will be reduced

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

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

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

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

Pursuant to the Note, in the event that such conversion

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

split of its Common Stock, as applicable.

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

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

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

the holder of the Note).

The GS Capital note shall be bifurcated from the embedded conversion option which was recorded as derivative

liabilities at fair value.

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

but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital

under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.

After this initial

180-day period, the Company does not have a right to prepay such notes.

the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 % per annum

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

In the event that

the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS

Capital notes, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th day after

the conversion notice was delivered to the Company.

This penalty increases to $ 500 per day beginning on the 10 th day.

event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding

principal amount increases by 20 %.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements