What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-14 compared with 2024-11-14 · 681 added, 655 removed, 943 unchanged (59% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

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)

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

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

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

31, 2024 and 2023 (unaudited)

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

to the Condensed Consolidated Financial Statements (unaudited)

BIOPHARMA, INC.

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30, 2024

June 30, 2024

tax receivable

expenses and other current assets

CURRENT ASSETS

GST tax receivable

Prepaid expenses and other current assets

TOTAL CURRENT ASSETS

Deferred offering costs

Security deposit - related party

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

LIABILITIES AND STOCKHOLDERS’ DEFICIT

offering costs

deposit - related party

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

AND STOCKHOLDERS’ DEFICIT

expenses and other payables

payable - related parties

payable, net of discount

notes, net of discounts and including put premiums

lease liability - related party, current portion

conversion option liabilities

to former director - related party

from former director - related party

benefit liability

CURRENT LIABILITIES

Accounts payable

Accrued expenses and other payables

Accrued interest

Loans payable

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

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

NON-CURRENT LIABILITIES

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 B preferred stock, $ 0.01 par value;

and Contingencies (See Note 8)

STOCKHOLDERS’

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

B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding as of September 30, 2024 and June 30, 2024

Preferred stock, value

Common stock, $ 0.001 par value;

1 share issued and outstanding as of December 31, 2024 and June 30, 2024

stock, $ 0.001 par value;

10,000,000,000 shares authorized;

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

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

14,508 and 7,980 shares issued and outstanding as of December 31, 2024

and June 30, 2024, respectively

paid-in capital

other comprehensive income

( 67,482,713 )

( 66,698,220 )

Treasury stock ($ 0.001 share)

TOTAL STOCKHOLDERS’ DEFICIT

stock ($ 0.001 share)

STOCKHOLDERS’ DEFICIT

( 4,158,759 )

( 3,779,059 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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)

For the three months ended September 30,

the three months ended

the six months ended

Administration

expenses - related party

and development

OPERATING EXPENSES

Administration expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Derivative expense

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

FROM OPERATIONS

INCOME (EXPENSE)

in fair value of derivative liabilities

(loss) on extinguishment of debt, net

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

( 1,063,870 )

$ ( 430,183 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 584,384 )

$ ( 784,493 )

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 935,250 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 430,183 )

$ ( 618,969 )

$ ( 784,493 )

$ ( 1,112,410 )

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

$ ( 1,559.55 )

$ ( 3,835.55 )

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 430,183 )

$ ( 618,969 )

$ ( 784,493 )

$ ( 1,112,410 )

COMPREHENSIVE INCOME (LOSS)

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized foreign currency translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

COMPREHENSIVE LOSS

$ ( 108,953 )

$ ( 753,449 )

$ ( 562,206 )

$ ( 1,173,216 )

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

1 unchanged sentence

AND SUBSIDIARY

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

Preferred Stock

Paid-in Capital

Accumulated Deficit

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

Comprehensive

Treasury Stock

Stockholders’

Balance at June 30, 2023

Comprehensive

at June 30, 2023

$ ( 64,684,732 )

$ ( 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

of common stock for conversion of convertible debt, conversion fees 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

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 )

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

( 2,989,259 )

of common stock for conversion of convertible debt, conversion fees 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

$ ( 65,797,142 )

Preferred Stock

Comprehensive

$ ( 3,563,599 )

Stockholders’

Balance at June 30, 2024

Comprehensive

at June 30, 2024

$ ( 66,698,220 )

$ ( 3,779,059 )

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

of common stock for services

Reclassification

of put premium upon debt conversion

currency translation loss

loss for the three months ended September 30, 2024

at September 30, 2024

( 67,052,530 )

( 4,108,085 )

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 )

( 4,108,085 )

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

currency translation loss

currency translation gain (loss)

loss for the three months ended December 31, 2024

at December 31, 2024

$ ( 67,482,713 )

$ ( 4,158,759 )

$ ( 67,482,713 )

$ ( 4,158,759 )

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

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

the six months ended December 31,

FLOWS FROM OPERATING ACTIVITIES:

$ ( 784,493 )

$ ( 935,250 )

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 assets

Change in fair value of derivative liabilities

Derivative expense

Loss (gain) on extinguishment of debt, net

Non-cash interest expense

Accretion of put premium

Changes in Assets and Liabilities:

GST receivable

Prepaid expenses and other assets

Refundable advance deposit

Accounts payable

Employee benefit liability

Accrued expenses and other payables

Accrued interest

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 loans payable - related parties

NET CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET DECREASE IN CASH

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

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

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

of common stock for services

currency transaction loss (gain)

of debt discounts

of right-of-use assets

in fair value of derivative liabilities

(gain) on extinguishment of debt, net

interest expense

of put premium

in Assets and Liabilities:

expenses and other assets

advance deposit

offering costs

benefit liability

expenses and other payables

lease liability

CASH USED IN OPERATING ACTIVITIES

FLOWS FROM FINANCING ACTIVITIES:

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

of convertible note

from note payable

from loans payable - related parties

CASH PROVIDED BY FINANCING ACTIVITIES

of exchange rate changes on cash

(DECREASE) INCREASE IN CASH

AT BEGINNING OF PERIOD

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

dividend upon alternate cashless exercise of warrants

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 September 30, 2024,

As of December 31,

2024, there has been no activity within this entity.

5 unchanged sentences

against solid tumors, covering the lead product candidate PRP.

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

(1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023.

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”).

The Reverse Stock Split became effective as of January 29, 2025.

Proportional adjustments for the

13 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 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.

adjustments) necessary to present fairly our consolidated results of operations for the six months ended December 31, 2024 and 2023 and

cash flows for the six months ended December 31, 2024 and 2023 and our consolidated financial position at December 31, 2024 have been

The Company’s results of operations for the six months ended December 31, 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 September 30, 2024 and still remains inactive.

was an inactive wholly-owned subsidiary through December 31, 2024 and still remains inactive.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

6 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Currency Translation and Other Comprehensive Income (Loss)

14 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 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

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

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

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

Effective fiscal year

2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting

Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within

cumulative translation adjustment, a component of accumulated other comprehensive income (loss).

As of December 31, 2024 and 2023, the

Company recognized a cumulative exchange gain (loss) of approximately ($ 1,573,000 ) and ($ 408,000 ), respectively, on intercompany loans

made by the parent to the subsidiary that have not been repaid as of December 31, 2024, which is included as a component of accumulated

other comprehensive income on the accompanying condensed consolidated balance sheets.

of December 31, 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

rate on balance sheet dates

AUD exchange rate

Average exchange rate for the period

exchange rate for the period

AUD exchange rate

change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows:

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

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME

Currency Items:

Balance, June 30, 2024

Unrealized foreign currency translation loss

Ending balance, September 30, 2024

June 30, 2024

foreign currency translation gain

balance, December 31, 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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Cash Equivalents

3 unchanged sentences

There were no cash equivalents

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

as of December 31, 2024 or June 30, 2024.

Advance Deposit

13 unchanged sentences

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.

As of December 31, 2024 and June 30, 2024, the Company had recorded $ 52,117 and $ 27,117 in deferred offering costs,

respectively.

and Equipment

14 unchanged sentences

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2024 were expensed immediately.

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

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

24 unchanged sentences

which are disclosed as operating cash flows.

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.

As of December 31, 2024 and June 30, 2024, the Company was owed $ 1,973 and $ 2,950 , respectively,

from the Australian Taxation Office.

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

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

29 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 three months ended September 30, 2024 and 2023 were $ 61,714 and $ 16,242 , respectively.

Total research and development costs for the six months ended December 31, 2024 and 2023 were $ 116,102 and $ 130,264 , respectively.

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

20 unchanged sentences

The Company used the modified prospective method of

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).

7 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.

28 unchanged sentences

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

1,990,353,990

1,994,343,990

Series B Warrants

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

9,175,999,954

Unvested restricted stock

Convertible Debt

1,823,504,274

13,004,861,540.12

11,396,197,211.12

Warrants with no designations

A Warrants as if converted at alternate cashless exercise price

C Warrants as if converted at alternate cashless exercise price *

restricted stock

* Only convertible ratably

23 unchanged sentences

of the Company as a going concern.

For the three months ended September 30, 2024, the Company had no revenues, had a net loss of $ 354,310 ,

For the six months ended December 31, 2024, the Company had no revenues, had a net loss of $ 784,493 ,

and had net cash used in operations of $ 241,786 .

Additionally, As of September 30, 2024, the Company had a working capital deficit, stockholders’

Additionally, As of December 31, 2024, the Company had a working capital deficit, stockholders’

deficit and accumulated deficit of $ 4,136,980 , $ 4,158,759 , and $ 67,482,713 , respectively.

12 unchanged sentences

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following As of September 30, 2024 and June 30, 2024.

and equipment consist of the following As of December 31, 2024 and June 30, 2024.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

September 30, 2024

June 30, 2024

Office equipment at cost

equipment at cost

Accumulated depreciation

Total property, plant, and equipment

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

property, plant, and equipment

expense for the six months ended December 31, 2024 and 2023 were $ 0 and $ 248 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

5 unchanged sentences

The total amount owed the former director

at September 30, 2024 and June 30, 2024 were $ 30,840 and $ 29,759 , respectively.

at December 31, 2024 and June 30, 2024 were $ 27,491 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 September 30, 2024 and June 30, 2024 were $ 51,326 and $ 49,528 , respectively.

from the Company’s former director at December 31, 2024 and June 30, 2024 were $ 45,754 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

The Company did not repay any amount on this loan during the six months ended December 31, 2024

and 2023, respectively (see Note 9).

4 unchanged sentences

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.

August 1, 2024, the Company entered into and closed a loan agreement 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).

used the net proceeds for general working capital purposes.

The maturity date of the loan is November 1, 2024 , or sooner at the discretion

of the Company, and the loan bears an interest rate of 12 % per annum and default interest rate of 18 % per annum.

The Company has the

right to prepay in full at any time with no prepayment penalty.

By mutual consent the amount can be repaid via the issuance of common

stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35 % discount to lowest daily balance of the five preceding

trading days.

Such loan is past due and currently in default.

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

aggregate of $ 15,000 AUD ($ 9,731 USD).

These loans bear no interest and are payable on demand.

December 3, 2024, the Company entered into and closed a loan agreement 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 $ 175,000 AUD ($ 113,485 USD).

used the net proceeds for general working capital purposes.

The term of the loan is four months or less (to be determined at the discretion

of the Company), with $ 70,000 AUD due on February 28, 2024 and $ 105,000 AUD due on April 2, 2024.

The loan bears an interest rate of

12 % per annum and default interest rate of 18 % per annum.

loans payable – related parties amounted to $ 350,544 and $ 71,629 as of December 31, 2024 and June 30, 2024, respectively.

BIOPHARMA, INC.

7 unchanged sentences

In connection with

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

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

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

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

debt discount by using the relative fair value method.

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

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

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

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

The debt discount shall be amortized over the term

of this loan.

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.

such loan, the Company issued 250 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price

of $ 600 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 250 warrants issued with this loan payable as debt discount by using

the relative fair value method.

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

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

stock price at valuation date of $ 7,140

based on the closing price of common stock at date of grant, exercise price of $ 600 , 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.

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.

3 unchanged sentences

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

interest from this loan amounted to $ 22,883 as of December 31, 2024.

Amortization of debt discount for the six months ended December

31, 2024 was $ 23,686 .

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 82,771 as of September

The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 70,928 as of December

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

1 unchanged sentence

Bridge Securities Purchase Agreement

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown

Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge

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

as of June 30, 2024.

The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due.

The Crown Bridge Note

bore interest at a default interest rate of 15 %

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

Exchange Act of 1934, as amended (the “Exchange Act”).

Crown Bridge agreed to surrender all conversion rights in its

currently held convertible notes, including the Crown Bridge Note.

Consequently, during fiscal year 2023, the Company reclassified

the remaining principal balance of $ 65,280

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

Additionally, the Company recorded the remaining put premium of $ 43,520

into gain on extinguishment of debt during fiscal year 2023.

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

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

October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”),

pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which

had a remaining principal balance of $ 65,280 as of June 30, 2024.

The maturity date of the Crown Bridge Note was October 3, 2020 and

is currently past due.

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

In August 2022, the SEC filed

a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange

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

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

into a loan payable which is the principal balance at December 31, 2024 and June 30, 2024.

Additionally, the Company recorded the remaining

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

The total accrued interest from this loan amounted

to $ 50,477 and $ 45,541 as of December 31, 2024 and June 30, 2024, respectively.

Payable - others

2 unchanged sentences

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

As of September 30, 2024

As of December 31, 2024

and June 30, 2024, the total balance of these loans amounted to $ 79,811 for both periods and accrued interest of $ 5,493 and $ 665 , respectively.

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

aggregate principal outstanding on the above loans was $ 145,091 as of December 31, 2024 and June 30, 2024.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 50,477 accrued interest, which includes

1 unchanged sentence

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.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

interest from this note amounted to $ 18,863 and $ 15,536 as of September 30, 2024 and June 30, 2024, respectively.

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.

As of the date of filing this report, such Promissory Note is past due, in default, and accrues at a default

interest rate of 18 % per annum.

interest from this note amounted to $ 24,852 and $ 15,536 as of December 31, 2024 and June 30, 2024, respectively.

Amortization of debt

1 unchanged sentence

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

remaining debt discount of $ 0 as of December 31, 2024 and June 30, 2024 as reflected in the accompanying condensed consolidated balance

sheet as note payable of $ 132,000 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Diagonal Lending Promissory Notes

1 unchanged sentence

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

The principal and accrued interest is payable

The principal and accrued interest was 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.

Any amount of principal or interest on this note which was 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 was 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 was due on December 30, 2024 with 3 subsequent payments each

month thereafter.

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

In November 2024, the Company fully paid

the principal of $ 49,200 and accrued interest of $ 5,683 .

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

The principal and accrued interest was 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

Any amount of principal or interest on this note which was 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 was 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 was 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

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

In November 2024, the Company fully

paid the principal of $ 49,200 and accrued interest of $ 5,683 .

Company had the 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 had 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

The conversion price of the above notes was equal to 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

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 December 31, 2024 and June 30, 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 98,400 ,

respectively and accrued interest of $ 0 and $ 1,193 , respectively.

Road Holdings Promissory Note

December 4, 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 Red Road Holdings.

The principal and accrued interest was payable

on or before October 15, 2025.

Any amount of principal or interest on this note which was 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 was paid.

Accrued interest and outstanding principal,

subject to adjustment, shall be paid on June 15, 2025 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 is due on July 15, 2025 with 3 subsequent payments each month thereafter.

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

Company had the 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 has the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of

common stock.

The conversion price of the note is equal to 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, the note 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.

of December 31, 2024, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $ 49,200

and $ 546 , respectively.

total balance of the above four promissory notes, net of unamortized discount of $ 12,983 was $ 168,217 at December 31, 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:

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company’s convertible notes outstanding at December 31, 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

notes and debenture

Capital Securities Purchase Agreements

17 unchanged sentences

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

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.

1 unchanged sentence

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.

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

9 unchanged sentences

working capital purposes.

The maturity date of the December 8, 2023 One44 Note is December 8, 2024.

The December 8, 2023 ONE44 Note bears

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

or upon acceleration or by prepayment of such note.

The maturity date of the December 8, 2023 One44 Note was December 8, 2024.

The December 8, 2023 ONE44 Note

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

date or upon acceleration or by prepayment of such note.

As of the date of filing this report, such ONE44 Note is past due and currently

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

26 unchanged sentences

June 30, 2024 following conversion of the principal balance.

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,

total principal amount outstanding under the above ONE44 financing agreements was $ 105,800 and accrued interest was $ 12,570 as of December

31, 2024 following conversion of $ 13,500 of the principal balance and $ 841 accrued interest during the six months ended December 31,

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

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

during the six months ended December 31, 2024 following conversion of the principal balance.

ONE44 note with principal amount of $ 105,800 is currently in default and accrues at a default interest rate of 24 % per annum.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Capital Partners Securities Purchase Agreements

3 unchanged sentences

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

The GS Capital Note contained a

$ 5,000 original issue discount.

1 unchanged sentence

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

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

The GS Capital Note bore an interest at a rate

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

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

or by prepayment.

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

as requested by GS Capital surrendering the same.

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

maturity date of the GS Capital Note was February 23, 2024 .

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 was 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 was equal to $2,400 per share, provided that the fixed price

will be reduced to $1,200 per share in the event that the market price of the Common Stock trades below $1,800 per share for five consecutive

trading days.

In the event of a default under the note and unless the fixed price was 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 was subject to re-adjustment

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

The August 23, 2023 GS Capital Note was fully

converted in July 2024.

12, 2023 Securities Purchase Agreement

6 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.

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

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

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

by prepayment.

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

as requested by GS Capital surrendering the same.

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

provided that the fixed price will be reduced to $0.01 per share in the event that the market price of the Common Stock trades below

$0.0075 per share for ten consecutive trading days.

In the event of a default under the note and unless the fixed price is lower, such

conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default,

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

maturity date of the GS Capital Note was April 12, 2024 .

The GS Capital Note bore interest at a rate of 8 % per annum and was increased

to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not

be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment.

The GS Capital

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

surrendering the same.

The initial conversion price for the GS Capital Note is equal to $900 per share, provided that the fixed price

will be reduced to $600 per share in the event that the market price of the Common Stock trades below $450 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.

As of the date of filing this report, such GS Capital

Note is past due and currently in default.

12, 2024 Securities Purchase Agreement

5 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 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 $0.0017 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.

maturity date of the GS Capital Note was 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 $102 per share, provided that the fixed price will be reduced to $60 per share in the event that

the market price of the Common Stock trades below $84 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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2, 2024 Securities Purchase Agreement

12 unchanged sentences

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.

for the GS Capital Note is equal to $102 per share, provided that the fixed price will be reduced to $60 per share in the event that

the market price of the Common Stock trades below $84 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.

20, 2024 Securities Purchase Agreement

12 unchanged sentences

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

for the GS Capital Note is equal to $18 per share, provided that the fixed price will be reduced to $6 per share in the event that the

market price of the Common Stock trades below $18 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.

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

14 unchanged sentences

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.

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

value (see Note 11).

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

18 unchanged sentences

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.

total principal outstanding and accrued interest under the above GS Capital notes were $ 127,400 and $ 11,366 , respectively, as of December

31, 2024, following conversion of $ 49,100 of the principal balance and $ 3,769 accrued interest during the six months ended December 31,

During the six months ended December 31, 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 notes with total principal amounts of $ 61,400 are currently in default and accrue at a default interest rate of 24 % per annum.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

LLC Securities Purchase Agreement

29 unchanged sentences

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.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

16 unchanged sentences

The total principal outstanding and accrued interest under the above 104 financing agreements were $ 83,125 and $ 1,132 , 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.

as of December 31, 2024, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during the six months ended

December 31, 2024.

Consulting Purchase Agreement

13, 2024 Securities Purchase Agreement

December 13, 2024, the Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant

to which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 22,000 , such principal

and the interest thereon are convertible into shares of the Company’s common stock at the option of Geebis.

The Geebis note contains

a $ 2,000 original issue discount.

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

maturity date of the Geebis note is June 15, 2025.

The Geebis note shall bear interest at a rate of 8 % per annum, which interest may

be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note becomes payable, whether at

the Maturity Date or upon acceleration or by prepayment.

The Geebis note is exchangeable for an equal aggregate principal amount of note

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

The initial conversion price for the Geebis note

is equal to $18 per share, provided that the fixed price will be reduced to $6 per share in the event that the market price of the common

stock trades below $18 per share for five consecutive trading days.

In the event of default, the conversion price shall be equal to the

lowest trading price of the common stock on which the Company’s shares are then traded or any exchange upon which the common stock

may be traded in the future.

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Additionally,

the conversion price of the Geebis note 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 Geebis note is 60 % (representing a 40 % discount) of the market price,

which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the delivery of a notice

of conversion.

above Geebis note was bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value

(see Note 11).

the first 60 to 180 days following the date of the above Geebis note, the Company has the right to prepay the principal and accrued but

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

terms of the note, 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 Geebis shares of common stock issuable upon conversion of principal or interest under the above Geebis

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

notice was delivered to the Company.

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

In the event that the

Company loses the bid price of its common stock on OTC, such Geebis note does not incur penalty and instead the outstanding principal

amount increases by 20 %.

total principal outstanding and accrued interest under the above Geebis note was $ 22,000 and $ 87 , respectively, as of December 31, 2024.

As of December 31, 2024, an aggregate total of $ 22,000 of the above Geebis note was bifurcated with the embedded conversion option which

was recorded as derivative liabilities at fair value as of December 31, 2024 (see Note 11).

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.

outstanding convertible notes for total principal amount of $ 167,200 with maturity dates between April 2024 and December 2024 are currently

in default as of December 31, 2024.

of debt discounts

Company recorded $ 66,000 and $ 92,500 of debt discounts related to the above note issuances during the three months ended September 30,

Company recorded $ 88,000 and $ 186,000 of debt discounts related to the above note issuances during the six months ended December 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.

The Company recorded $ 0 and $ 234,615 of put premiums related to the above note issuances during the six

months ended December 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 all debt discounts for the six months ended December 31, 2024 and 2023 was $ 133,644 and $ 164,904 , respectively.

Company reclassified $ 9,336 and $ 87,305 in put premiums to additional paid in capital following conversions during the six months ended

December 31, 2024 and 2023, respectively.

7 – STOCKHOLDERS’ DEFICIT

in Authorized Shares of Common Stock and Reverse Stock Split

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

voting capital stock approved by written consent for the Company to file a certificate of amendment to its Certificate of Incorporation,

which increased the Company’s authorized capital stock.

The Certificate increased the number of authorized shares of common stock

from 3,000,000,000 to 10,000,000,000 shares.

The number of authorized shares of preferred stock remained at 1,500,005 , such that the

total number of shares of authorized capital stock increased to 10,001,500,005 shares.

Such certificate of amendment was filed and became

effective on November 4, 2022.

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

(1:1,000) Reverse Stock Split (the “Reverse Stock Split”), effective as of May 1, 2023.

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”).

The Reverse Stock Split became effective as of January 29, 2025.

Proportional adjustments for the

1 unchanged sentence

All share and per-share

data and amounts have been retroactively adjusted as of the earliest period presented in the condensed consolidated financial statements

to reflect the Reverse Stock Split.

data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect

the Reverse Stock Split.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.

2 unchanged sentences

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”),

13 unchanged sentences

There were no shares of Series A Preferred

Stock issued and outstanding as of September 30, 2024 and June 30, 2024 for both periods.

Stock issued and outstanding as of December 31, 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

3 unchanged sentences

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 September 30, 2024 and June 30, 2024.

One share of Series B Preferred Stock is issued and outstanding as of December 31, 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 three months ended September 30, 2024 and

fiscal year 2024.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during six months ended December 31, 2024 and fiscal

issued for conversion of convertible debt

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.

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.

July 1, 2024 through September 30, 2024, the Company issued an aggregate of 3,237

shares of its common stock at an average contractual conversion price of $ 12

as a result of the conversion of principal of $ 44,925 ,

interest of $ 7,053

and conversion fees of $ 2,548

underlying certain outstanding convertible notes converted during such period.

October 1, 2024 through December 31, 2024, the Company issued an aggregate of 3,041

shares of its common stock at an average contractual conversion price of $ 6

as a result of the conversion of principal of $ 18,300 ,

interest of $ 1,558

and conversion fees of $ 2,034

underlying certain outstanding convertible notes converted during such period.

in the above conversion during the six months ended December 31, 2024, were principal aggregate amount of convertible notes of

accrued interest of $ 3,769

and conversion fees of $ 2,833

containing bifurcated embedded conversion option derivatives which were converted into common stock.

Accordingly, the fair market

value of the shares issued upon conversion was $ 137,454 ,

resulting in a loss on extinguishment at the time of conversion of $ 81,752

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

which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of

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

December 31, 2024.

Company has 124,368 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at September 30, 2024.

financing agreements at December 31, 2024.

issued for services

1 unchanged sentence

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

Chief Executive Officer and Chief Scientific Officer, respectively.

The total 0.117 restricted stock units are subject to vesting terms

In August 2024, the Company issued an aggregate of 250 shares

of common stock to the consultants related to this consulting agreement.

Those shares were valued at approximately $ 60 per share or $ 15,000 ,

being the closing price of the stock on the date of grant to such consultants.

During the six months ended December 31, 2024, the Company

recorded stock-based compensation of $ 15,000 .

to employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to

the Company’s Chief Executive Officer and Chief Scientific Officer.

Such restricted stock units are subject to vesting terms

as defined in the employment agreements.

The 0.117 restricted stock units were valued at the fair value of approximately $ 4,250,000 per

unit or $ 497,240 based on the quoted trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense

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

There are 0.06 unvested restricted stock units which are subject to various performance conditions

which have not yet been met and such restricted stock units have not yet vested as of September 30, 2024 to which the $ 248,620 relates

Such restricted stock units were valued at the fair value of approximately $ 497,240

based on the quoted trading price on the date of grant.

There were $ 248,620

unrecognized restricted stock units expense as of December 31, 2024 and June 30, 2024.

A de minimis unvested restricted stock units

which are subject to various performance conditions have not yet been met and have not yet vested as of December 31, 2024 to which

the above amount of $ 248,620

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

following table summarizes warrant activity for the six months ended December 31, 2024:

SUMMARY OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2024

Outstanding at September 30, 2024

Exercisable at September 30, 2024

Outstanding and Exercisable:

Weighted average remaining contractual term

Aggregate intrinsic value

at June 30, 2024

at December 31, 2024

and Exercisable:

average remaining contractual term

intrinsic value

total warrants of 250 above which are exercisable into common stock consisted of the following:

OF WARRANT OUTSTANDING AND EXERCISABLE

Number of Warrants

Series A warrants

Series B warrants

Series C warrants

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 September 30, 2024

Exercisable at September 30, 2024

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Aggregate intrinsic value

with no class designation

the six months ended December 31, 2024 and 2023, there were no stock option activities for both periods.

There are de minimis outstanding

number of stock options and vested stock options at weighted average contractual term of 4.37 years as of December 31, 2024.

the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019

Plan”), which reserves a total of 0.004 shares of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock

awards and restricted stock units.

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

awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted

stock awards and restricted stock units.

the six months ended December 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 December 31, 2024.

No stock options were granted during the six months

ended December 31, 2024.

8 – COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

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

penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the December 31, 2024 and

June 30, 2024 consolidated balance sheets.

43 unchanged sentences

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

of December 31, 2024 and June 30, 2024, the Company has $ 48,429 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.

of December 31, 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”)

39 unchanged sentences

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.

2024 and accrued an additional $ 25,000 as of December 31, 2024 which were being recorded as deferred offering cost as of December 31,

No payment was made during the six months ended December 31, 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

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

of lease liability

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:

term portion of lease liability

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

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year 2025

Imputed interest

Total operating lease liability

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

operating lease liability

weighted average remaining lease term for the operating lease is 0.26 years as of December 31, 2024.

9 – RELATED PARTY TRANSACTIONS

1 unchanged sentence

transactions have included the following:

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

of December 31, 2024 and June 30, 2024, the Company owed its former director a total of $ 27,491 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

of December 31, 2024 and June 30, 2024, the Company owed its former director a total of $ 45,754 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

The total loans balance owed at December 31, 2024 and June 30, 2024 is not interest bearing

(see Note 5).

9 unchanged sentences

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

As of December 31, 2024 and June

30, 2024, total rent payable of $ 202,129 AUD ($ 124,976 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

Rent expense under the lease was $ 13,718 and $ 13,006 for the six months ended

December 31, 2024 and 2023, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of

operations and comprehensive income (loss).

18 unchanged sentences

a 35 % discount to lowest daily balance of the five preceding trading days (see Note 5).

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

aggregate of $ 15,000 AUD ($ 9,731 USD).

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

December 3, 2024, the Company entered into and closed a loan agreement 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 $ 175,000 AUD ($ 113,485 USD).

used the net proceeds for general working capital purposes.

The term of the loan is four months or less (to be determined at the discretion

of the Company), with $ 70,000 AUD due on February 28, 2024 and $ 105,000 AUD due on April 2, 2024.

The loan bears an interest rate of

12 % per annum and default interest rate of 18 % per annum (see Note 5).

payable -long-term- Related Party

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

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

Pursuant to such agreement, the term

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

In connection with

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

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

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

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

agreement, pursuant to which such investor loaned the Company an aggregate of $ 230,000

AUD ($ 153,256

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 250

warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $ 600

per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution)

with an expiry date of July 5, 2026 (see Note 5).

and Services Agreements with Management

33 unchanged sentences

Nathanielsz for use of a vehicle.

For the three months ended September 30, 2024, 3,557

For the six months ended December 31, 2024, $ 3,557

AUD ($ 2,372 USD) was paid to Mr.

6 unchanged sentences

Agreement, Mr.

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 5,928,000 shares of the Company’s Common

Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 99 shares of the Company’s Common Stock.

On August 1, 2022, the Board approved a bonus of $ 140,000 AUD or $ 96,810 USD.

A total of $ 73,387 AUD ($ 48,905 USD) in payments

were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $ 107,937 AUD ($ 71,929 USD)

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

A total of $ 25,000

AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024.

In January 2024, the Board approved

a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 145,599 USD) bonus payable as of September

30, 2024 and June 30, 2024 for both periods which was included in accrued expenses in the accompanying condensed consolidated balance

A total of $ 73,387 AUD ($ 48,905 USD) in payments were made

in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $ 107,937 AUD ($ 71,929 USD) bonus payable

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

A total of $ 25,000 AUD ($ 16,070

USD) in payments were made in respect of the bonuses during the year ended June 30, 2024.

In January 2024, the Board approved a bonus

of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 145,599 USD) bonus payable as of December 31, 2024

and June 30, 2024 for both periods which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

4 unchanged sentences

Pursuant to the Employment Agreement, Mr.

Nathanielsz was granted options to purchase 0.04 shares of common stock

(the “Nathanielsz Options”), with an exercise price per share of $ 4,675,000 ( 110 % of the closing market price of the common

stock on May 14, 2019 (or $ 4,250,000 ), the date of approval of such grant by the Board), (ii) 0.04 restricted stock units of the Company

(the “Initial Nathanielsz RSUs”), and (iii) an additional 0.04 restricted stock units of the Company (the “Additional

Nathanielsz RSUs”).

Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the

Effective Date.

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

The Nathanielsz Options and Additional Nathanielsz

RSU’s are subject to vesting periods pursuant to the Employment Agreement.

There are 0.04 vested options and 0.04 restricted stock

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nathanielsz was granted options to purchase a de minimis share of common

stock (the “Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”),

and an additional de minimis restricted stock units of the Company (the “Additional Nathanielsz RSUs”).

Such options and

restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date.

The Nathanielsz Options have

a term of 10 years from the date of grant.

The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods

pursuant to the Employment Agreement.

There are de minimis vested options and restricted stock units that are considered issuable as

of December 31, 2024 and June 30, 2024.

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

17 unchanged sentences

Pursuant to the Services Agreement, Dr.

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

of $ 4,250,000 ( 100 % of the closing market price of the common stock on May 14, 2019, the date of approval of such grant by the Board),

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

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

Such options and restricted stock units were granted pursuant to the

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

The Kenyon Options and Additional Kenyon RSU’s are

subject to vesting periods pursuant to the Services Agreement.

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

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

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,

Kenyon was granted options to purchase a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted

stock units of the Company (the “Initial Kenyon RSUs”), and an additional de minimis restricted stock units of the Company

(the “Additional Kenyon RSUs”).

Such options and restricted stock units were granted pursuant to the 2019 Plan.

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

The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods

pursuant to the Services Agreement.

There are de minimis vested options and vested restricted stock unit that are considered issuable

as of December 31, 2024 and June 30, 2024.

of December 31, 2024 and June 30, 2024, total accrued salaries of $ 175,000 AUD ($ 115,395 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

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

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

6 unchanged sentences

Bank deposits in Australian banks are uninsured.

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

has not experienced any losses in such accounts through December 31, 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 $ 16,200 for original issue discounts and debt issue costs during the six months ended December 31, 2024 from each of the four lenders

of $ 60,000 , $ 35,000 , $ 180,855 , and $ 98,060 , respectively which represents approximately 18 %, 10 %, 53 % and 29 %, respectively of total

proceeds received by the Company during the three months ended September 30, 2023.

proceeds received by the Company during the six months ended December 31, 2024.

Company primarily relied on funding from five 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 six months ended December 31, 2023 from each of the five lenders

of $ 225,000 , $ 125,000 , $ 127,500 , $ 120,000 and $ 153,256 , respectively which represents approximately 30 %, 17 %, 17 %, 16 % and 20 %, respectively

of total proceeds received by the Company during the six months ended December 31, 2023.

Concentration

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Patent Concentration

14 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 84

granted, allowed, or accepted patents and 6 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 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.

of December 31, 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 September 30,

As of December 31,

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

9 unchanged sentences

The Company had $ 149,400 (5 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.

debt, which were treated as derivative instruments outstanding at December 31, 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 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

price of the Company’s common stock at December 31, 2024, the last trading day of the period ended December 31, 2024, was $ 10 .

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

31, 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 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

Value Measurements:

Company measures and reports at fair value the liability for derivative instruments.

The fair value liabilities for price adjustable

warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model.

The following tables summarize

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

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

September 30, 2024

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

during the three

December 31, 2024)

Remaining Term (in years)

Free Interest Rate

dividend yield

BIOPHARMA, INC.

1 unchanged sentence

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Value Measurements:

Company measures and reports at fair value the liability for derivative instruments.

The fair value of liabilities for price

adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model.

following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis as of

December 31, 2024 and June 30, 2024:

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

December 31, 2024

conversion option liabilities

June 30, 2024

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

conversion option liabilities

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

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

Fair Value of

Liability for

Balance at June 30, 2024

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

at June 30, 2024

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

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

of derivative liability upon debt conversion

in fair value included in statements of operations

at December 31, 2024

12 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

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.

January 2025, the Company issued an aggregate of 684 shares of its common stock at a contractual conversion price of $ 6 , as a result

of the conversion of principal of $ 4,050 , interest of $ 403 and conversion fees of $ 469 underlying certain outstanding convertible notes

converted during such period.

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