What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-14 compared with 2024-11-14 · 162 added, 121 removed, 135 unchanged (68% of the section changed)

2 unchanged sentences

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2024 and

for the three months ended September 30, 2024 and 2023 should be read in conjunction with our unaudited financial statements and the

notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended

September 30, 2024 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial

Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate

to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated

benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of December 31, 2024 and

for the six months ended December 31, 2024 and 2023 should be read in conjunction with our unaudited financial statements and the notes

to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended December

31, 2024 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial Condition

and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly

Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described

in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans

or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits

from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results.

The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”,

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inactive precursors of enzymes.

August 7, 2024, we received written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding

capital stock as of August 7, 2024 and our Board of Directors approving such actions as are necessary for us to proceed to, and accordingly

intends to, effectuate and execute a reverse stock split of our issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”).

Proportional adjustments for the Reverse Stock Split will be made to our outstanding

stock options, warrants and equity incentive plans.

We are awaiting the approval of Financial Industry Regulatory Authority (“FINRA”)

for the market effectiveness of the Reverse Stock Split.

On August 14, 2024, allowance for

the Company’s “proenzyme composition” patent was received from the Canadian Intellectual Property Office (CIPO).

patent broadly captures both high dose and high ratio claims for future clinical doses of the company’s lead asset, PRP.

the second Canadian patent either allowed or granted in this important North American jurisdiction.

The proenzymes composition patent

is an important part of the IP portfolio covering possible future clinical dosage ranges for PRP, as the Company advances to a Phase 1,

First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors.

On August 21, 2024, we reported

that two scientific, peer reviewed journal articles published by the Company and its research partners reached 10 citations and 4,500

reads, respectively.

Published data from the Company’s joint research and development program were generated in conjunction with

the Universities of Jaén and Granada, Biosanitary Research Institute of Granada, and University Hospital, Spain.

October 30, 2024, we filed an S-1 registration statement with the Securities and Exchange Commission for an underwritten offering that

reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an assumed 1- for- 60,000 ratio,

which is anticipated to occur prior to the closing of the offering.

Our Common Stock is currently quoted on the OTC Pink Marketplace

operated by the OTC Markets Group Inc.

(“OTC”) under the symbol “PPCB.” In connection with this offering, we

have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol “PPCB.”

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”).

August 14, 2024, allowance for the Company’s “proenzyme composition” patent was received from the Canadian Intellectual

Property Office (CIPO).

The patent broadly captures both high dose and high ratio claims for future clinical doses of the company’s

lead asset, PRP.

This is the second Canadian patent either allowed or granted in this important North American jurisdiction.

The proenzymes

composition patent is an important part of the IP portfolio covering possible future clinical dosage ranges for PRP, as the Company advances

to a Phase 1, First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors.

August 21, 2024, we reported that two scientific, peer reviewed journal articles published by the Company and its research partners reached

10 citations and 4,500 reads, respectively.

Published data from the Company’s joint research and development program were generated

in conjunction with the Universities of Jaén and Granada, Biosanitary Research Institute of Granada, and University Hospital,

October 30, 2024, we filed an S-1 registration statement with the Securities and Exchange Commission for an underwritten offering

that reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an assumed 1- for-

60,000 ratio, which is anticipated to occur prior to the closing of the offering.

Our Common Stock is currently quoted on the OTC

Pink Marketplace operated by the OTC Markets Group Inc.

(“OTC”) under the symbol “PPCB.” In connection with

this offering, we have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol “PPCB.” The

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

Proportional adjustments for the Reverse Stock Split were made to the

Company’s outstanding stock options, warrants and equity incentive plans.

All share and per-share data and amounts have been

retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock

of Operations

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The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc

the Three months ended September 30, 2024, as compared to the Three months ended September 30, 2023.

the three months ended September 30, 2024 and 2023, we generated no revenue because we are currently undertaking research and development

the three and six months ended December 31, 2024, as compared to the three and six months ended December 31, 2023.

the six months ended December 31, 2024 and 2023, we generated no revenue because we are currently undertaking research and development

activities for market approval and no sales were generated in this period.

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Administration

expense decreased to $220,759 for the three months ended September 30, 2024 as compared to $393,828 for the three months ended September

expense decreased to $374,352 for the six months ended December 31, 2024 as compared to $712,013 for the six months ended December 31,

This decrease of approximately $338,000 is primarily attributable to a decrease of approximately $227,000 in general consulting,

legal and investor relation fees and decrease in accounting fees of approximately $6,000, decrease of approximately $40,000 in employee

remuneration expense offset by increase in stock-based expenses of approximately $8,000, increase in marketing expenses of $8,000 and

increase in other general and administrative expenses of approximately $1,000.

expenses increased to $8,317 for the three months ended September 30, 2024 as compared to $7,149 for the three months ended September

This increase of approximately $1,000 is primarily attributable to exchange rate movements over the period when compared to

the same period in 2023.

legal and investor relation fees, decrease in accounting fees of approximately $2,000, decrease of approximately $96,000 in employee

remuneration expense, decrease marketing expense of approximately $26,000 and decrease in other general and administrative expenses of

approximately $2,000 offset by increase in stock-based expenses of approximately $15,000.

Administration

expense decreased to $153,593 for the three months ended December 31, 2024 as compared to $318,185 for the three months ended December

This decrease of approximately $165,000 is primarily attributable to a decrease of approximately $83,000 in general consulting,

legal and investor relation fees, decrease of approximately $56,000 in employee remuneration expense, decrease marketing expense of approximately

$33,000 and decrease in other general and administrative expenses of approximately $3,000 offset by increase in stock-based expenses

of approximately $7,000 and increase in accounting fees of approximately $3,000.

expenses increased to $13,718 for the six months ended December 31, 2024 as compared to $13,006 for the six months ended December 31,

This increase of approximately $1,000 is primarily attributable to exchange rate movements over the period when compared to the

same period in 2023.

expenses decreased to $5,401 for the three months ended December 31, 2024 as compared to $5,857 for the three months ended December 31,

This decrease of approximately $500 is primarily attributable to exchange rate movements over the period when compared to the same

period in 2023.

and Development Expenses

and development expenses were increased to $61,714 for the three months ended September 30, 2024 as compared to $16,242 for the three

months ended September 30, 2023, an increase in research and development expenses of approximately $45,000.

and development expenses decreased to $116,102 for the six months ended December 31, 2024 as compared to $130,264 for the six months

ended December 31, 2023, a decrease in research and development expenses of approximately $14,000.

and development expenses decreased to $54,388 for the three months ended December 31, 2024 as compared to $114,022 for the three months

ended December 31, 2023, a decrease in research and development expenses of approximately $60,000.

research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was executed

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salary to research and development expenses.

expense decreased to $86,230 for the three months ended September 30, 2024, as compared to $178,234 for the three months ended September

The overall decrease in research and development expenses is primarily related to our cost-cutting

measures due to lack of working capital funding.

Further research and development collaborations are currently under negotiation with

the University of Jaén and other contract research organizations in preparation for upcoming available working capital for future

research and development expenses.

expense decreased to $205,173 for the six months ended December 31, 2024, as compared to $442,696 for the six months ended December 31,

Interest expense is primarily comprised of approximately $133,000 of debt discount amortization and interest expense from accrual

of interest expense and other financing fees for a total of approximately $29,000 for the for the three months ended September 30, 2023.

decrease in interest expense of $92,004 is primarily attributable to the decrease in amortization of debt discount of approximately $12,000

and decrease of approximately $89,000 in accretion of put premium.

expense decreased to $27,182 for the three months ended September 30, 2024 as compared to $77,721 for the three months ended September

This decrease is primarily attributable to the decrease in issuance of convertible notes to GS Capital which initial value

was bifurcated from the embedded conversion option and was recorded as derivative expense.

of interest expense and other financing fees for a total of approximately $72,000 for the six months ended December 31, 2023.

This decrease

in interest expense of approximately $238,000 is primarily attributable to the decrease in amortization of debt discount of approximately

$31,000 and decrease of approximately $235,000 in accretion of put premium offset by increase in accrual of interest expense.

expense decreased to $118,943 for the three months ended December 31, 2024, as compared to $264,462 for the three months ended December

Interest expense is primarily comprised of approximately $76,000 of debt discount amortization and interest expense from accrual

of interest expense and other financing fees for a total of approximately $43,000 for the three months ended December 31, 2023.

decrease in interest expense of approximately $146,000 is primarily attributable to the decrease in amortization of debt discount of

approximately $19,000 and decrease of approximately $146,000 in accretion of put premium offset by increase in accrual of interest expense.

expense decreased to approximately $36,000 for the six months ended December 31, 2024 as compared to approximately $123,000 for the six

months ended December 31, 2023.

Derivative expense decreased to approximately $9,000 for the three months ended December 31, 2024 as

compared to approximately $46,000 for the three months ended December 31, 2023.

This decrease is primarily attributable to the decrease

in the issuance of convertible notes which initial value was bifurcated from the embedded conversion option and was recorded as derivative

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities were decreased to a gain of $52,787 for the three months ended September 30, 2024 as compared

to a gain of $303,929 for the three months ended September 30, 2023.

This decrease in gain of approximately $251,000 is primarily attributable

to a decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a

result of the decrease in stock prices during the three months ended September 30, 2024.

in fair value of derivative liabilities decreased to a gain of approximately $66,000 for the six months ended December 31, 2024 as compared

to a gain of approximately $302,000 for the six months ended December 31, 2023.

Change in fair value of derivative liabilities were decreased

to a gain of approximately $14,000 for the three months ended December 31, 2024 as compared to a loss of approximately $2,000 for the

three months ended December 31, 2023.

This decrease in gain of approximately $15,000 and $236,000 is primarily attributable to a decrease

in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the

decrease in stock prices during the three and six months ended December 31, 2024, respectively.

(Loss) on Extinguishment of Debt, net

the three months ended September 30, 2024, notes with principal amounts totaling $30,800, accrued interest of $2,212 and conversion fees

of $798 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market value

of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046

of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319

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

the three months ended September 30, 2023, notes with principal amounts totaling $70,800, accrued interest of $5,184 and conversion fees

of $1,437 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market

value of the shares issued upon conversion was $191,043, resulting in a loss on extinguishment at the time of conversion of $113,622

and $147,932 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

gain of $34,310 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

the six months ended December 31, 2024, notes with principal amounts totaling $49,100, 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 and $51,674 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion,

resulting in a net loss of $30,078 which is included in gain (loss) on extinguishment of debt in the accompanying condensed

consolidated statements of operations.

the six months ended December 31, 2023 there were principal aggregate amount of convertible notes of $75,300, accrued interest of

$5,570 and conversion fees of $1,597 containing bifurcated embedded conversion option derivatives which were converted into common

Accordingly, the fair market value of the shares issued upon conversion was $198,753, resulting in a loss on extinguishment

at the time of conversion of $116,285 and $150,384 of derivative liability fair value and was recorded as a gain on extinguishment

at the time of conversion, resulting in a net gain of $34,099.

Currency Transaction Gain (Loss)

currency transaction gain (loss) decreased to a loss of $8,423 for the three months ended September 30, 2024 as compared to a loss of

($15,948) for the three months ended September 30, 2023.

This decrease of approximately $24,000 is partially attributable to the increase

in exchange rates during the three months ended September 30, 2024.

loss decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss of $350,866 for the three months ended

September 30, 2023.

currency transaction gain (loss) decreased to a loss of approximately ($76,000) for the six months ended December 31, 2024 as compared

to a gain of approximately $21,000 for the six months ended December 31, 2023.

This decrease of approximately $97,000 is partially attributable

to the decrease in exchange rates during the six months ended December 31, 2024.

currency transaction gain (loss) decreased to a loss of approximately ($84,000) for the three months ended December 31, 2024 as compared

to a gain of approximately $37,000 for the three months ended December 31, 2023.

This decrease of approximately $121,000 is partially

attributable to the decrease in exchange rates during the three months ended December 31, 2024.

loss decreased to $784,493 for the six months ended December 31, 2024 as compared to a net loss of $935,250 for the six months ended

December 31, 2023.

Net loss decreased to $430,183 for the three months ended December 31, 2024 as compared to a net loss of $584,384

for the three months ended December 31, 2023.

The change relates to the factors discussed above.

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fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $0 and $142,575 during the three months ended September 30, 2024 and 2023, respectively,

and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during

the three months ended September 30, 2024 and 2023, respectively.

Accordingly, the Company recognized deemed dividend of $0 and $177,160 during the six months ended December 31, 2024 and 2023, respectively,

$0 and $128,620 during the three months ended December 31, 2024 and 2023, respectively, and a corresponding reduction of income available

to common stockholders upon the alternate cashless exercise of these warrants during the three and six months ended December 31, 2024

loss available to common stockholders

loss available to common stockholders decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss available

to common stockholders of $493,441 for the three months ended September 30, 2023.

This decrease of approximately $139,000 is primarily

attributable to the change relates to the factors discussed above.

loss available to common stockholders decreased to $784,493 for the six months ended December 31, 2024 as compared to a net loss available

to common stockholders of $1,112,410 for the six months ended December 31, 2023.

Net loss available to common stockholders decreased

to $430,183 for the three months ended December 31, 2024 as compared to a net loss available to common stockholders of $618,969 for the

three months ended December 31, 2023.

This decrease of approximately $189,000 and $328,000 during the three months ended December 31,

2024 and 2023, respectively, is primarily attributable to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of September 30, 2024, we had total assets of $63,644, comprised primarily of cash of $9,268, GST tax receivable of $3,309, prepaid expenses

of December 31, 2024, we had total assets of $78,533, comprised primarily of cash of $14,633, GST tax receivable of $1,973, prepaid expenses

and other current assets of $1,378, security deposit of $1,855, and operating lease ROU asset, net of $6,577.

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of $2,257,867, employee benefit liability of $611,318, loans payable of $145,091, loans payable-related parties of $350,544, note payable,

net of $213,109 and embedded conversion option liabilities of $134,234 as of September 30, 2024.

net of $168,217 and embedded conversion option liabilities of $131,585 as of December 31, 2024.

As compared to June 30, 2024, we had

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for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants and travel.

the three months ended September 30, 2024 we received proceeds from issuance of note of $60,000 and proceeds from issuance of loan payable

the six months ended December 31, 2024 we received proceeds from issuance of notes of $115,000 and proceeds from issuance of loan payable

from related parties of $278,915.

have substantial capital resource requirements and have incurred significant losses since inception.

As of September 30, 2024, we had

As of December 31, 2024, we had

$14,633 in cash.

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and Uses of Cash

For the Three months ended

September 30,

Net cash used in operating activities

Net cash provided by financing activities

Effect of exchange rate changes on cash

the six months ended

cash used in operating activities

cash provided by financing activities

of exchange rate changes on cash

Cash Flow from Operating Activities

cash used in operating activities was $235,515 for the three months ended September 30, 2024, due to our net loss of $354,310 offset

primarily by non-cash charges of amortization of debt discount of $56,983, non-cash interest expense of $2,548, derivative expense of

$27,182, foreign currency transaction gain of $8,423, addback change in fair value of derivatives of $52,787 and loss from extinguishment

of debt of $11,319.

Net changes in operating assets and liabilities totaled $68,939, which is primarily attributable to increase accrued

interest of $24,093 and increase in accrued expenses and other payables of $54,457.

cash used in operating activities was $333,457 for the three months ended September 30, 2023, due to our net loss of $350,866 offset

primarily by non-cash charges of amortization of debt discount of $69,457, non-cash interest expense of $1,437, accretion of put premium

of $88,846, derivative expense of $77,721, foreign currency transaction loss of $15,948, addback change in fair value of derivatives

of $303,929 and gain from extinguishment of debt of $34,310.

Net changes in operating assets and liabilities totaled $96,977, which is

primarily attributable to increase in prepaid expense of $14,468, increase in refundable advance deposit of $116,169, increase accrued

cash used in operating activities was $241,786 for the six months ended December 31, 2024, due to our net loss of $784,493 offset primarily

by non-cash charges of amortization of debt discount of $133,644, non-cash interest expense of $4,582, derivative expense of $35,741,

foreign currency transaction loss of $75,698, and gain from extinguishment of debt of $30,078 addback change in fair value of derivatives

Net changes in operating assets and liabilities totaled $304,466, which is primarily attributable to an increase in accrued

interest of $49,350, increase in accounts payable of $102,374 and increase in accrued expenses and other payables of $166,993.

cash used in operating activities was $572,342 for the six months ended December 31, 2023, due to our net loss of $935,250 offset primarily

by non-cash charges of amortization of debt discount of $164,904, non-cash interest expense of $1,597, accretion of put premium of $234,615,

derivative expense of $123,379, foreign currency transaction gain of $21,198, addback change in fair value of derivatives of $302,158

and gain from extinguishment of debt of $34,099.

Net changes in operating assets and liabilities totaled $184,749, which is primarily

attributable to an increase in prepaid expense of $5,877, increase in refundable advance deposit of $123,127, increase accrued interest

of $35,323, increase in accounts payable of $169,359, and increase in accrued expenses and other payables of $96,924.

Cash Flow from Financing Activities

cash provided by financing activities for the three months ended September 30, 2024 was $215,699.

During the three months ended September

30, 2024 we received net proceeds from issuance of convertible notes of $60,000 and proceeds from issuance of loan from related parties

cash provided by financing activities for the three months ended September 30, 2023 was $350,347.

During the three months ended September

30, 2023 we received net proceeds from issuance of convertible notes of $220,000, proceed from issuance of note of $120,000, proceeds

from issuance of loan from a related party of $153,256 offset by repayment of convertible note of $142,909.

cash provided by financing activities for the six months ended December 31, 2024 was $295,515.

During the six months ended December 31,

2024 we received net proceeds from issuance of convertible notes of $80,000, proceeds from a note of $35,000 and proceeds from issuance

of loan from related parties of $278,915 offset by repayment of notes of $98,400.

cash provided by financing activities for the six months ended December 31, 2023 were $624,276.

During the six months ended December

31, 2023 we received net proceeds from issuance of convertible notes of $477,500, proceeds from issuance of note of $120,000, proceeds

from issuance of loans from a related party of $169,685 offset by repayment of convertible note of $142,909.

of Exchange Rate

effect of the exchange rate on cash resulted in a $7,999 positive adjustment to cash flows in the three months ended September 30, 2024

as compared to a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023.

The reason for the fluctuation

is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period

effect of the exchange rate on cash resulted in a $60,181 negative adjustment to cash flows in the six months ended December 31, 2024

as compared to a $9,669 positive adjustment to cash flows in the six months ended December 31, 2023.

The reason for the fluctuation is

due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period

and the daily fluctuation in exchange rates.

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Concern Qualification

did not generate any revenue for the three months ended September 30, 2024 and 2023 and have incurred significant losses and cash used

in operations, and such losses and use of cash are expected to continue.

did not generate any revenue for the six months ended December 31, 2024 and 2023 and have incurred significant losses and cash used in

operations, and such losses and use of cash are expected to continue.

Our independent registered public accounting firm has included

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amend the maturity dates.

The foregoing raises substantial doubt about our ability to continue as a going concern for a period of 12

The foregoing raise substantial doubt about our ability to continue as a going concern for a period of 12

months from the issue date of this report.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis