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Item 8. Financial Statements and Supplementary Data

2025-09-29 compared with 2024-09-30 · 1644 added, 1344 removed, 1133 unchanged (73% of the section changed)

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Financial Statements for the Fiscal Years Ended June 30, 2025 and 2024

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Consolidated Balance Sheets as of June 30, 2024 and 2023

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2024 and 2023

Consolidated Statements of Changes in Stockholders’ Deficit for the years ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm (PCAOB Firm ID.

Balance Sheets as of June 30, 2025 and 2024

Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2025 and 2024

Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2025 and 2024

Statements of Cash Flows for the years ended June 30, 2025 and 2024

to Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Stockholders’ and the Board of Directors of:

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on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Propanc Biopharma, Inc.

and Subsidiary (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements

of operations and comprehensive income (loss), changes in stockholders’ deficit, and cash flows, for each of the two years in the

period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the

Company as of June 30, 2024 and 2023 and the consolidated results of its operations and its cash flows for each of the two years in the

period ended June 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the consolidated financial statements,

the Company has a net loss of $1,820,528 and net cash used in operating activities of $935,118 for the fiscal year ended June 30, 2024.

The Company has a working capital deficit, stockholder’s deficit, and accumulated deficit of $3,767,341, $3,779,059, and $66,698,220,

respectively, at June 30, 2024.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plan regarding these matters is also described in Note 2.

The consolidated financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

have audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc.

and Subsidiary (the “Company”) as of

June 30, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’

deficit, and cash flows, for each of the two years in the period ended June 30, 2025, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all

material respects, the consolidated financial position of the Company as of June 30, 2025 and 2024 and the consolidated results of its

operations and its cash flows for each of the two years in the period ended June 30, 2025, in conformity with accounting principles generally

accepted in the United States of America.

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has a net loss of $58,923,300 and net cash used in operating activities

of $405,168 for the fiscal year ended June 30, 2025.

The Company has an accumulated deficit of $125,621,520 at June 30, 2025.

These matters

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s Plan regarding these matters

is also described in Note 2.

The consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting.

our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

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CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Derivative Liabilities

As noted in Footnote 1 “Derivative

Instruments” and as described in Footnote 12 “Derivative Financial Instruments and Fair Value Measurements” to the

consolidated financial statements, the Company bifurcated embedded conversion features included in convertible debt instruments

issued by the Company during the fiscal year that resulted primarily in an initial derivative expense and a gain from the change in

fair value of these new and previously recorded derivatives of $141,012 and $316,537, respectively, in fiscal 2024, and derivative

liabilities of $133,886 at June 30, 2024.

We identified the evaluation of instruments and

contracts to determine whether there are embedded derivatives requiring bifurcation from its debt host, the analysis of the accounting treatment and

presentation for derivative transactions and the valuation of derivatives as critical audit matters.

Auditing management’s

analysis of the above critical audit matters was complex and involved a high degree of subjectivity.

The primary procedures we performed to address these

critical audit matters included (a) Reviewed and tested management’s conclusions as to whether certain instruments or contracts

qualified for derivative treatment by comparing management’s analysis and conclusions to authoritative and interpretive literature,

(b) Compared the accounting treatment and presentation to that described by the authoritative and interpretive literature, (c) Tested

management’s process for valuing derivatives by comparing it to generally accepted methodologies for valuing derivatives, (d) Tested

management’s valuation of the derivatives by testing assumptions and data used in the valuation model including the term, volatility

and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s conclusions.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,

and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the

accounts or disclosures to which they relate.

noted in Footnote 1 “Derivative Instruments” and as described in Footnote 12 “Derivative Financial Instruments and

Fair Value Measurements” to the consolidated financial statements, the Company bifurcated embedded conversion features included

in convertible debt instruments issued by the Company during the fiscal year that resulted primarily in an initial derivative expense

and a gain from the change in fair value of these new and previously recorded derivatives of $333,596 and $212,450, respectively, in

fiscal 2025, and derivative liabilities of $403,892 at June 30, 2025.

identified the evaluation of instruments and contracts to determine whether there are embedded derivatives requiring bifurcation from

its debt host, the analysis of the accounting treatment and presentation for derivative transactions and the valuation of derivatives

as critical audit matters.

Auditing management’s analysis of the above critical audit matters was complex and involved a high degree

of subjectivity.

primary procedures we performed to address these critical audit matters included (a) Reviewed and tested management’s conclusions

as to whether certain instruments or contracts qualified for derivative treatment by comparing management’s analysis and conclusions

to authoritative and interpretive literature, (b) Compared the accounting treatment and presentation to that described by the authoritative

and interpretive literature, (c) Tested management’s process for valuing derivatives by comparing it to generally accepted methodologies

for valuing derivatives, (d) Tested management’s valuation of the derivatives by testing assumptions and data used in the valuation

model including the term, volatility and interest rate, and (e) Recomputed the derivative valuations.

We agreed with management’s

Salberg & Company, P.A.

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BALANCE SHEETS

June 30, 2024

June 30, 2023

CURRENT ASSETS:

GST tax receivable

Prepaid expenses and other current assets

Prepaid expenses - current

current assets

TOTAL CURRENT ASSETS

Deferred offering costs

Security deposit - related party

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

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Prepaid expenses - long-term

Security deposit - related

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

AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other payables

Accrued expenses and other

Accrued interest

Loans payable

Loans payable - related party

Note 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

Loans payable - related

Notes payable, net of discount

Convertible notes, net

of discounts and including put premiums

Operating lease liability

- related party, current portion

Embedded conversion option

Due to former director

- related party

Loan from former director

- related party

benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

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

Operating lease liability - long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 9)

STOCKHOLDERS’ DEFICIT:

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

Loan payable - long-term

- related party, net of discount

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Commitments and Contingencies

STOCKHOLDERS’ EQUITY (DEFICIT):

Preferred stock, 1,500,005 shares authorized,

$ 0.01 par value:

Series B preferred stock, $ 0.01 par value;

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Preferred stock, value

Common stock, $ 0.001 par value;

Common stock, $ 0.001 par

10,000,000,000 shares authorized;

11,611,782 and 7,980 shares issued and outstanding as of June 30, 2025 and 2024, respectively

Common stock issuable ( 0 and 1,621,653 shares as of June 30, 2024 and 2023, respectively)

Common stock issuable ( 7,750

and 0 shares as of June 30, 2025 and 2024, respectively)

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive

Accumulated deficit

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( 66,698,220 )

Treasury stock ($ 0.001 share)

TOTAL STOCKHOLDERS’ DEFICIT

( 3,779,059 )

Treasury stock ($ 0.001

STOCKHOLDERS’ EQUITY (DEFICIT)

( 3,779,059 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

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

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STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the years ended June 30,

the years ended June 30,

OPERATING EXPENSES

Administration expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

Administration

Occupancy expenses - related

and development

OPERATING EXPENSES

FROM OPERATIONS

( 57,278,131 )

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Derivative expense

Change in fair value of derivative liabilities

Gain from settlement of accounts payable

Gain on extinguishment of debt, net

Foreign currency transaction gain

TOTAL OTHER EXPENSE, NET

Change in fair value of

derivative liabilities

Gain (loss) on extinguishment

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

( 1,645,169 )

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$ ( 1,820,528 )

Deemed Dividend

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 58,923,300 )

$ ( 2,013,488 )

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS

AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS

$ ( 1,420.53 )

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

NET LOSS AVAILABLE TO COMMON

$ ( 58,923,300 )

$ ( 2,013,488 )

OTHER COMPREHENSIVE INCOME

Unrealized 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

$ ( 58,873,964 )

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AND SUBSIDIARY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE YEARS ENDED JUNE 30, 2024 AND 2023

Paid-in Capital

Accumulated Deficit

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2025 AND 2024

Comprehensive

Treasury Stock

Stockholders’

Preferred Stock

Paid-in Capital

Accumulated Deficit

Comprehensive

Treasury Stock

Stockholders’

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$ ( 3,117,179 )

Issuance of common stock for conversion of

convertible debt, conversion fees and accrued interest

Issuance of common stock for cash

Retirement of Series A Preferred Stock

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

Issuance of common stock for services

Issuance of common stock for exercise of Series B warrants

Issuance of common stock for alternate cashless exercise of Series A warrants

Issuance of common stock in connection with a note payable

Issuance of common stock for alternate cashless

exercise of warrants

Issuance of common stock for issuable shares

Reclassification of put premium upon debt conversion

Warrant grant for settlement of accounts payable

Stock based compensation in connection with stock warrant grant

Foreign currency translation gain

Deemed dividend upon alternate cashless exercise of warrants

Fractional shares due to reverse split

Net loss for the fiscal year ended June 30, 2023

Relative fair value of warrant granted in connection

with a loan payable - related party

Deemed dividend upon alternate cashless exercise

Foreign currency translation loss

Net loss for the fiscal

year ended June 30, 2024

( 1,820,528 )

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( 3,779,059 )

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

Issuance of common stock for cash

Issuance of common stock for alternate cashless exercise of warrants

Issuance of common stock for issuable shares

( 1,621,653 )

Issuance of common stock for conversion of

convertible debt, conversion fees and accrued interest

Issuance of common stock for services rendered

Issuance of common stock for prepaid services

Issuance of common stock and common stock issuable related

to debt exchange agreement

Issuance of common stock related to warrant

exchange agreement

Reclassification of put premium upon debt conversion

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

Deemed dividend upon alternate cashless exercise of warrants

Foreign currency translation loss

Net loss for the fiscal year ended June 30, 2024

Fractional shares due to reverse split

Foreign currency translation gain

Net loss for the fiscal

year ended June 30, 2025

( 58,923,300 )

Balance at June 30,

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STATEMENTS OF CASH FLOWS

For the years ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

the years ended June 30,

CASH FLOWS FROM OPERATING

$ ( 58,923,300 )

$ ( 1,820,528 )

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

Issuance and amortization of common stock for services

Stock option, stock warrants and restricted stock expense

Foreign currency transaction gain

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

Issuance of common stock

Amortization of prepaid

stock based expenses

Foreign currency transaction

Depreciation expense

Allowance on refundable advance deposit

Allowance on refundable

advance deposit

Amortization of debt discounts

Amortization of right-of-use assets

Change in fair value of derivative liabilities

Amortization of right-of-use

Change in fair value of

derivative liabilities

Derivative expense

Gain on extinguishment of debt, net

Gain from settlement of accounts payable

Loss (gain) on extinguishment

Non-cash interest expense

Accretion of put premium

Changes in Assets and Liabilities:

in Assets and Liabilities:

GST receivable

Prepaid expenses and other assets

Prepaid expenses and other

current assets

Refundable advance deposit

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Employee benefit liability

Accrued expenses and other payables

Accrued expenses and other

Accrued interest

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

( 1,105,251 )

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Repayment of convertible note

Proceeds from the sale of common stock

lease liability

CASH USED IN OPERATING ACTIVITIES

CASH FLOWS FROM FINANCING

Proceeds from convertible

promissory notes, net of original issue discounts and issue costs

Repayment of convertible

Repayment of notes

Proceeds from the sale

of common stock

Proceeds from note payable

Proceeds from loans payable

Proceeds from loans payable - related party

Collection of subscription receivable

Proceeds from the exercise of warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

from loans payable - related parties

Deferred offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE IN CASH

CASH AT BEGINNING OF YEAR

CASH AT END OF YEAR

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

Warrant grant for settlement of accounts payable

Warrants issued for accrued services

Deemed dividend upon alternate cashless exercise of warrants

NET INCREASE (DECREASE)

AT BEGINNING OF YEAR

AT END OF YEAR

Disclosure of Cash Flow Information

paid during the year:

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

of accounts payable for shares of common stock

of loans to former director for shares of common stock

of loans payable including accrued interest for shares of common stock

discounts related to derivative liability

lease right-of-use asset and operating lease liability pursuant to ASC 842

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

of common stock for prepaid services (net of amortized portion)

dividend upon alternate cashless exercise of warrants

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

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Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007, as Propanc PTY LTD.

On November 23, 2010, Propanc

Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding

shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned

subsidiary of the Company.

July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose

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

As of June 30, 2024,

On November 23, 2010,

Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of

the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY

LTD becoming a wholly owned subsidiary of the Company.

July 22, 2016, the Company formed another wholly owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the

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

30, 2025, there has been no activity within this entity.

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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

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of Consolidation

consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary,

Propanc PTY LTD.

consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly owned

subsidiary, Propanc PTY LTD.

All inter-company balances and transactions have been eliminated in consolidation.

Propanc (UK) Limited was an inactive

wholly-owned subsidiary through June 30, 2024 and remains inactive.

Propanc (UK) Limited

was an inactive wholly owned subsidiary through June 30, 2025 and remains inactive.

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

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

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

Actual results could differ from

these estimates.

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

of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating

lease liability and related right-of-use asset, valuation of derivatives, valuation of

equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation

due to certain average exchange rates applied in lieu of spot rates on transaction dates.

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

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

Actual results could differ from these estimates.

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

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

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

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

Currency Translation and Other Comprehensive Income (Loss)

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the balance sheet date.

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

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

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).

June 30, 2024 and 2023, the Company recognized a cumulative exchange gain of approximately $ 90,000

and $ 648,000 ,

respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of June 30, 2024, which is

included as a component of accumulated other comprehensive income on the accompanying consolidated balance sheets.

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 June 30, 2025 and 2024, the Company

recognized a cumulative exchange gain (loss) of approximately ($ 316,000 ) and $ 90,000 , respectively, on intercompany loans made by the

parent to the subsidiary that have not been repaid as of June 30, 2025, which is included as a component of accumulated other comprehensive

income on the accompanying consolidated balance sheets.

of June 30, 2025 and 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing

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SCHEDULE OF TRANSACTION EXCHANGE RATES

June 30, 2024

June 30, 2023

Exchange rate on balance sheet dates

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in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2025 and 2024 were as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME LOSS

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME

Currency Items:

Beginning balance, June 30, 2023

Foreign currency translation gain

Foreign currency translation

Balance, June 30, 2024

Foreign currency translation loss

Foreign currency translation

Ending balance, June 30, 2025

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approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad

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were no cash equivalents as of June 30, 2025 and 2024.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Advance Deposit

3 unchanged sentences

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

During the year ended June 30, 2024, the

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

During fiscal year 2024, the Company recorded

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

expenses – current portion and long-term portion of $ 8,334,046 and $ 10,925,835 , respectively, at June 30, 2025, consist primarily

of costs paid for future services which will occur between 6 months to three years.

Prepaid expenses principally include prepayments

in fully vested, non-forfeitable equity instruments for general consulting, investor relations, and business advisory services, which

are being amortized over the terms of their respective agreements.

Offering Costs

35 unchanged sentences

determinable.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Benefit/Liability

10 unchanged sentences

which are disclosed as operating cash flows.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

of June 30, 2025 and 2024, the Company was owed $ 5,302 and $ 2,950 , respectively, from the Australian Taxation Office.

33 unchanged sentences

Total research and development costs for the years ended June 30, 2025 and 2024 were $ 223,721 and $ 248,102 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

11 unchanged sentences

each of the fiscal years ended June 30, 2025 and 2024, the Company applied for, and received from the Australian Taxation Office, a research

and development tax credit in the amount of $ 129,132 and $ 129,841 , respectively, which is reflected as a tax benefit in the accompanying

consolidated statements of operations and comprehensive income (loss).

and development tax credit in the amount of $ 0 and $ 129,132 , respectively, which is reflected as a tax benefit in the accompanying consolidated

statements of operations and comprehensive income (loss).

The Company has submitted its request for the refundable credit covering the

period for the year ended June 30, 2025 and is still waiting receipt of the funds.

Based Compensation

8 unchanged sentences

The Company used the modified prospective method of

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

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

20 unchanged sentences

and Diluted Net Loss Per Common Share

net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares

outstanding for the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities

consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and

convertible debt instruments.

Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive.

a result, the basic and diluted per share amounts for all periods presented are identical.

holder of the convertible notes has agreed to a 4.99 %

beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon

60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of

The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote,

including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered

Such securities are considered dilutive securities which were excluded from the computation since the effect is

anti-dilutive.

net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for

the period and, if dilutive, potential common shares outstanding during the period.

Potentially dilutive securities consist of the incremental

common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments.

dilutive securities are excluded from the computation if their effect is anti-dilutive.

As a result, the basic and diluted per share

amounts for all periods presented are identical.

Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion

limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company),

and each note may not be converted during the first six-month period from the date of issuance.

The Company’s CEO holds Series

B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares

and/or the authorization of a reverse split the stock as considered necessary.

Such securities are considered dilutive securities which

were excluded from the computation since the effect is anti-dilutive.

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

Warrants with no designations

Series A Warrants as if converted at alternate

cashless exercise prices

Series C Warrants as if converted at alternate

cashless exercise prices *

Convertible Debt

convertible ratably upon exercise of Series B Warrants

Company uses “the management approach” in determining reportable operating segments.

Operating segments are defined as components

of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”).

The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions

and assessing performance as the source for determining the Company’s reportable segments.

All activities are related to the development

of cancer treatment and the Company has not commenced commercial operations or generated revenues to date.

All activities are related

to the development of the cancer treatment and the Company has not commenced commercial operations or generated revenues to date.

CODM is the chief executive officer of the Company, who reviews operating results and utilizes consolidated financial information, including

operating expenses, operating loss, and net loss as reported on the consolidated statements of operations, to make decisions about operating

decisions, allocate resources and assess performance for the entire Company.

Consolidated net loss is our segment’s primary measure

The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.

The single segment

constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated

financial statements are representative of such amounts.

For the years ended June 30, 2025 and 2024, the Company operates in one operating

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

June 30, 2024

June 30, 2023

Stock Options

Warrants with no designations

Series A Warrants as if converted at alternate cashless exercise prices

1,990,353,990

1,996,625,990

Series B Warrants

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

9,175,999,954

9,473,999,953

Unvested restricted stock units

Convertible Debt

11,575,085,167.12

11,476,617,244.12

* Only convertible

ratably upon exercise of Series B Warrants

Accounting Pronouncements

have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)

accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that

any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near

term with the exception of those disclosed below.

The applicability of any standard is subject to the formal review of the Company’s

financial management.

August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt – Debt with Conversion and Other Options

(Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial

conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s

own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible

instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation.

The standard is effective

for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods.

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those

reporting periods.

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

have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update

(“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported

and in future periods.

We have carefully considered the new pronouncements that alter previous generally accepted accounting

principles and do not believe that any new or modified principles will have a material impact on the Company’s reported

financial position or operations in the near term with the exception of those disclosed below.

The applicability of any standard is

subject to formal review of the Company’s financial management.

November 4, 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional

disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more

information about an entity’s expenses.

This standard requires disclosures about specific types of expenses included in the

expense captions presented on the face of the income statement as well as disclosures about selling expenses.

ASU 2024-03 applies to

all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026, and interim

reporting periods within annual reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively

with the option for retrospective application.

Early adoption is permitted.

The Company is currently evaluating the impact the

adoption of ASU 2024-03 may have on the Company’s consolidated financial statements.

2 – GOING CONCERN

3 unchanged sentences

used in operations of $ 405,168 .

Additionally, as of June 30, 2024, the Company had a working capital deficit, stockholders’ deficit

and accumulated deficit of $ 3,767,341 , $ 3,779,059 , and $ 66,698,220 , respectively.

It is management’s opinion that these conditions

raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from

the date of this filing.

Additionally, as of June 30, 2025, the Company had accumulated deficit of $ 125,621,520 .

It is management’s

opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of

at least twelve months from the date of this filing.

consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification

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

August 18, 2025, the Company sold 1,000,000 shares of common stock for total gross proceeds of $ 4,000,000 .

After deducting the underwriting

commissions and offering expenses, the Company received net proceeds of $ 3,340,000 .

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

5 unchanged sentences

However, there can be no assurances that any or all of these endeavors will be successful.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

3 – PROPERTY AND EQUIPMENT

3 unchanged sentences

Accumulated depreciation

Total property, plant, and equipment

Total property, plant,

and equipment

expense for the years ended June 30, 2025 and 2024 was $ 0 and $ 297 , respectively.

4 – DUE TO FORMER DIRECTOR - RELATED PARTY

to former director – related party represents unsecured advances made primarily by a former director for operating expenses on

4 – DUE TO AND LOANS FROM FORMER DIRECTOR - RELATED PARTY

to former director – related party

to former director – related party represented unsecured advances made primarily by a former director for operating expenses on

behalf of the Company, such as intellectual property and formation expenses.

The expenses were paid for on behalf of the Company and

are due upon demand.

The Company is currently not being charged interest under these advances.

The total amounts owed to the former director

at June 30, 2024 and 2023 were $ 29,759 and $ 29,630 , respectively.

The Company plans to repay the advances as its cash resources allow

(see Note 10).

were due upon demand.

The Company was not charged interest under these advances.

The total amount owed the former director at June 30,

2025 and 2024 were $ 0 and $ 29,759 , respectively.

On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the

Debt Exchange”) with the former director (see below) to settle such debt.

from Former Director - Related Party

from the Company’s former director at June 30, 2024 and 2023 was $ 49,528 and $ 49,314 , respectively.

The loan bears no interest

and is payable on demand.

The Company did not repay any amount on this loan during the years ended June 30, 2024 and 2023, respectively,

(see Note 10).

from the Company’s former director at June 30, 2025 and 2024 were $ 0 and $ 49,528 , respectively.

The loan bore no interest and was

payable on demand.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000

shares of common stock in exchange for the total outstanding loans of $ 74,395

(which also includes the $ 29,759

amount as noted above under due to former director).

Those shares were valued at approximately $ 13

per share or $ 375,000 ,

being the closing price of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares

issued was $ 375,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605

during the year ended June 30, 2025.

payable - Related Party

1 unchanged sentence

of $ 71,629 .

The loans bear no interest and are payable on demand.

The loans payable amounted to $ 71,629 and $ 0 as of June 30, 2024 and

2023, respectively.

Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639

These loans bear no interest and are payable on demand.

August 1, 2024, the Company entered 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.

The Company repaid $ 12,000 AUD of this

loan on August 19, 2025.

December 3, 2024, the Company entered 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 was due on February 28, 2025 , and $ 105,000 AUD was due on April 2, 2025.

The loan bears an interest

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

Such loan is past due and currently in default.

January 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 25,000

AUD ($ 15,485 USD).

This loan bore no interest and was payable on demand.

The Company fully repaid this loan on August 19, 2025.

April 12, 2025, the Company entered 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 $ 63,188

AUD ($ 39,625

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

The maturity date was June 30, 2025.

The loan bore

an interest rate of 12 %

per annum and default interest rate of 18 %

The Company fully repaid this loan on August 19, 2025.

June 13, 2025, the Company entered 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 $ 15,000 AUD ($ 9,675 USD).

used the net proceeds for general working capital purposes.

The maturity date was on June 30, 2025.

The loan bore an interest rate of

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

The Company fully repaid this loan on August 19, 2025.

loans payable – related parties amounted to $ 415,329

as of June 30, 2025 and 2024, respectively.

Accrued interest as of June 30, 2025, and 2024 was $ 26,452 and $ 0 , respectively.

payable -long-term- Related Party

4 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.

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

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

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 which had been in default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

interest from this loan amounted to $ 15,158

as of June 30, 2024.

Amortization of debt discount from this loan for the year ended June 30, 2024 was $ 46,470 .

Amortization of debt discount from this loan for fiscal year 2024 was $ 46,470 .

The total principal outstanding under this loan was $ 153,256

2 unchanged sentences

party, net of discount of $ 58,642 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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 (see Note 6).

The maturity date of the Crown Bridge Note was October

3, 2020 and is currently past due.

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

In August 2022, the

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

(the “Exchange Act”).

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

the Crown Bridge Note.

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

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

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 $ 45,541 and $ 35,722 as of June 30, 2024 and 2023, respectively.

interest from this loan amounted to $ 30,483

as of June 30, 2025.

Amortization of debt discount for fiscal year 2025 was $ 46,985 .

The total principal outstanding under this loan was $ 153,256

and remaining debt discount of $ 47,629

as of June 30, 2025, as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related

party, net of discount of $ 105,627 .

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, 2025 and 2024.

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

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 June 30, 2025, and 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 $ 55,360 and

as of June 30, 2025, and 2024, respectively.

Payable - others

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

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

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

The total balance of these

loans amounted to $ 79,811 and accrued interest of $ 665 as of June 30, 2024.

June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000

AUD ($ 79,811

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

These loans bore interest at a rate of 12 %

On February 5, 2025, the Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate

of 30,000 shares

of common stock in exchange for the total outstanding loan including accrued interest of $ 86,248 .

Those shares were valued at $ 10 per

share or $ 300,000 ,

being the closing price of the stock on the date of grant to the two investors.

Accordingly, the fair market value of the shares

issued was $ 300,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752

during the year ended June 30, 2025.

As of June 30, 2025, and 2024, the total balance of these loans amounted to $ 0

and $ 79,811 ,

respectively, and accrued interest of $ 6,286

respectively.

The Company fully paid the accrued interest of $ 6,286

on August 27, 2025.

aggregate principal outstanding on the above loans was $ 65,280 and $ 145,091 as of June 30, 2025 and 2024, respectively.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 45,541 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280

principal and $ 55,360

accrued interest, which includes interest accruing at the default interest rate at 15 %.

Loans payable – related party for

total principal amount of $ 260,485 and accrued interest of $ 26,452 with maturity dates between November 2024 and June 2025 were in default

as of June 30, 2025.

6 – NOTE PAYABLE AND CONVERTIBLE NOTES

Company’s promissory notes outstanding at June 30, 2025 and 2024 were as follows:

SCHEDULE OF PROMISSORY NOTES OUTSTANDING

Principal amounts of notes payable

Unamortized discounts

Notes payable, net

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

9 unchanged sentences

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

On May 7, 2024, the August 2023

On May 7, 2024, August 2023

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

Note to September 30, 2024.

interest from this note amounted to $ 15,536 as of June 30, 2024.

Amortization of debt discount from the promissory note for the year

ended June 30, 2024 was $ 12,000 .

The total principal outstanding under this note was $ 132,000 and remaining debt discount of $ 0 as of

June 30, 2024 as reflected in the accompanying consolidated balance sheet as note payable of $ 132,000 .

May 7, 2025, the Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed

to extend the maturity date of the promissory note dated August 15, 2023, which was amended on May 7, 2024 (the “Old Note”)

to June 15, 2025 and increasing the principal amount by a default penalty of $ 39,600 and adding accrued interest of $ 30,805 into the

principal amount thereby increasing the current principal amount to $ 202,405 .

All other terms of the Old Note shall remain unchanged

and in full force and effect.

As of June 30, 2025, the Promissory Note was in default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

May 7, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed

to purchase a promissory note from the Company in the aggregate principal amount of $ 90,000 , for a purchase price of $ 75,000 .

is a non-convertible note.

The maturity date of the note was on June 15, 2025 and bears interest at a rate of 10 % per annum and default

interest rate of 18 % per annum.

Repayment of the note may occur as follows:

(a) if the Company repays this note on or before June 7,

2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of

the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

(b) if the Company repays the note after June 7, 2025 and on or before July 7, 2025, then Company shall pay investor in cash the sum

of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such

time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may

agree to effect repayment.

As of June 30, 2025, the promissory note was in default.

June 2, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed

to purchase a promissory note from the Company in the aggregate principal amount of $ 60,000 , for a purchase price of $ 50,000 .

is a non-convertible note.

The maturity date of the note is on July 15, 2025 and bears interest at a rate of 10 % per annum and default

interest rate of 18 % per annum.

Repayment of the note may occur as follows:

(a) if the Company repays this note on or before July 7,

2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of

the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

(b) if the Company repays the note after July 7, 2025 and on or before August 7, 2025, then Company shall pay investor in cash the sum

of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such

time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may

agree to effect repayment.

interest from these notes amounted to $ 5,718 and $ 15,536 as of June 30, 2025 and 2024, respectively.

Amortization of debt discount from

these notes for fiscal year 2025 and 2024 was $ 21,512 and $ 12,000 , respectively.

As of June 30, 2025 and 2024, the total principal outstanding

under these notes was $ 352,405 and $ 132,000 , respectively, and remaining debt discount of $ 3,488 and $ 0 as of June 30, 2025 and 2024,

respectively, as reflected in the accompanying consolidated balance sheet as notes payable, net of discount.

August 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $ 352,405

including total accrued interest and default penalty of $ 34,320 .

Diagonal Lending Promissory Notes

11 unchanged sentences

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

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

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

The principal and accrued interest is payable

on or before April 15, 2025.

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

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

Accrued, unpaid interest and outstanding principal,

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

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

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

month thereafter.

In November 2024, the Company

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

June 10, 2024, the Company entered a 15 %

promissory note in the amount of $ 49,200

less original issue discount of $ 8,200

and legal and financing costs of $ 6,000

for net proceeds of $ 35,000

with 1800 Diagonal Lending, LLC.

The principal and accrued interest is payable on or before April 15, 2025.

Any amount of principal

or interest on this note which is not paid when due shall bear interest at the rate of twenty-two percent ( 22 %)

per annum from the due date thereof until the same is paid.

Accrued unpaid interest and outstanding principal, subject to

adjustment, shall be paid on December 15, 2024 in the amount of $ 28,290

and 4 payments each in the amount of $ 7,073

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

The first payment of $ 7,073

shall be due on January 15, 2025, with 3 subsequent payments each month thereafter.

The Company shall have a five (5) day grace

period with respect to each payment.

In November 2024, the Company fully paid the principal of $ 49,200

and accrued interest of $ 5,683 .

January 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 65,000 ,

for a purchase price of $ 56,000 .

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

date of the note is November 30, 2025 and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments , with the first on

July 30, 2025, for $ 37,375 , and the other four payments of $ 9,344 on August 30, 2025, September 30, 2025, October 30, 2025 and November

30, 2025 (a total payback to the Holder of $ 74,750 ).

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

March 25, 2025, the Company entered and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 79,200 ,

for a purchase price of $ 67,000 .

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

The maturity date of the note is January

30, 2026 , and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments , with the first

on September 30, 2025, for $ 45,540 ,

and the other four payments of $ 11,385

on October 30, 2025, November 30, 2025, December 30, 2025 and January 30, 2026 (a total payback to the Holder of $ 91,080 ).

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

June 13, 2025, the Company entered into a 15 %

promissory note in the aggregate principal amount of $ 67,860 ,

for a purchase price of $ 58,000 .

This note contains original issue discount of $ 8,000

and legal and financing costs of $ 9,860

for net proceeds of $ 50,000

with 1800 Diagonal Lending, LLC.

The maturity date of the note

15, 2026 and the note bears a one-time interest

charge of fifteen percent that shall be applied on the issuance date.

Accrued, unpaid interest and outstanding principal, subject to

adjustment, shall be paid in five (5) payments, with the first on December 15, 2025 for $ 39,020 ,

and the other four payments on January 15, 2026, February 15, 2026, March 15, 2026 and April 15, 2026, each for $ 9,755

(a total payback to the Holder of $ 78,039 ).

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

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

At any time following an event of

default, the noteholder shall have the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares

of common stock.

The conversion price of the above notes shall mean 65 % multiplied by the lowest trading price for the common stock during

the 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.

Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 % default percentage

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 shall have the right, to convert all or any part of the outstanding and unpaid amount of these notes into

shares of common stock.

The conversion price of the above notes shall mean 65 % multiplied by the lowest trading price for the common

stock during the 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership

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 June 30, 2025 and 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 212,060 and $ 98,400 , respectively

and accrued interest of $ 7,638 and $ 1,193 , respectively.

July 2025 and August 2025, the Company fully repaid the total principal amount of $ 212,060 including accrued interest for the above 1800

Diagonal Lending promissory notes.

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 (a total

payback to the Holder of $ 56,580 ).

The first payment of $ 7,072 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.

total balance of these 1800 Diagonal Lending promissory notes amounted to $ 98,400 and accrued interest of $ 1,193 as of June 30, 2024.

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

of June 30, 2025, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $ 24,812 and

$ 303 , respectively, after the payment of the first installment of $ 28,290 in June 2025.

In August 2025, the Company paid the 3 installment

payments of $ 7,072 for a total amount of $ 21,217 for the above Red Road Holdings promissory note.

total balance of the above nine promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025.

The total 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 June 30, 2025 and 2024 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

June 30, 2024

June 30, 2023

Convertible notes and debenture

Unamortized discounts

Convertible notes, net

Bridge Securities Purchase Agreements

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

purchased the Crown Bridge Note from the Company in the aggregate principal amount of $ 108,000 ,

such principal and the interest thereon were convertible into shares of common stock at the option of Crown Bridge any time after

issuance of such note.

Pursuant to the terms of such securities purchase agreement, Crown Bridge deducted $ 3,000

from the principal payment due under the Crown Bridge Note, at the time of closing, to be applied to its legal expenses, and there

was a $ 5,000

original issuance discount resulting in $ 100,000

net proceeds to the Company.

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

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 %

Additionally,

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

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

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

at the then-applicable conversion price.

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

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

such notice was received subject to 4.99 % or 9.99 % beneficial ownership limitations .

The Crown Bridge Note was treated as stock settled

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

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

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

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

Further, certain events

of default may trigger penalty and liquidated damage provisions.

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

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

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

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

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

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

In November 2020, the Company was notified by Crown Bridge

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

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

of $ 16,000 .

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

Convertible notes,

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

30, 2022 Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),

which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 11, 2022 1800

Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 , such principal and the interest thereon were convertible

into shares of common stock at the option of 1800 Diagonal any time after 180 days of the July 11, 2022 1800 Diagonal Note.

11, 2022 1800 Diagonal Note contained debt issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal

Note for general working capital purposes.

The maturity date of the July 11, 2022 1800 Diagonal Note was June 30, 2023 .

The 1800 Diagonal

Note bore interest at a rate of 8 % per annum, which interest was payable in shares of common stock;

but was not payable until the maturity

date or upon acceleration or by prepayment of such note.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

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

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

Consequently, during

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

Additionally,

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

Therefore, the

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

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

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

29, 2023 Securities Purchase Agreement

June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800

Diagonal”), which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the

“July 11, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 ,

such principal and the interest thereon were convertible into shares of common stock at the option of 1800 Diagonal any time after

180 days of the July 11, 2022 1800 Diagonal Note.

The July 11, 2022 1800 Diagonal Note contained debt issue cost of $ 3,750 .

The Company used the net proceeds from the July 11, 2022 1800 Diagonal Note for general working capital purposes.

The maturity date

of the July 11, 2022 1800 Diagonal Note was June

The 1800 Diagonal Note bore interest at a rate of 8 %

per annum, which interest was payable in shares of common stock;

but was not payable until the maturity date or upon acceleration or

by prepayment of such note.

29, 2023 Securities Purchase Agreement

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 6, 2023, pursuant

to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal Note”) from the Company

in the aggregate principal amount of $ 65,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note contained debt issue

costs of $ 5,000 .

June 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 6, 2023, pursuant to

which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal Note”) from the Company in the

aggregate principal amount of $ 65,000 , such principal and the interest thereon were convertible into shares of the Company’s common

stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.

The July 6, 2023 1800 Diagonal Note

contained debt issue costs of $ 5,000 .

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

1 unchanged sentence

19, 2023 Securities Purchase Agreement

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

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

aggregate principal amount of $ 45,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

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

The July 19, 2023 1800 Diagonal Note contained debt issue

costs of $ 5,000 .

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

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

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

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

The July 19, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

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

1 unchanged sentence

16, 2023 Securities Purchase Agreement

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

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

aggregate principal amount of $ 55,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

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

The August 16, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

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

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

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

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

The August 16, 2023 1800 Diagonal Note contained

debt issue costs of $ 5,000 .

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

1 unchanged sentence

20, 2023 Securities Purchase Agreement

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

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

aggregate principal amount of $ 40,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

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

The October 20, 2023 1800 Diagonal Note contained debt

issue costs of $ 5,000 .

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

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

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

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

The October 20, 2023 1800 Diagonal Note contained

debt issue costs of $ 5,000 .

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

The maturity date was October 20,

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

29, 2023 Securities Purchase Agreement

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

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

aggregate principal amount of $ 45,000 ,

such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800

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

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

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

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

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

The November 29, 2023 1800 Diagonal Note contained

8 unchanged sentences

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

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

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

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

right to prepay such note.

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

note, at a premium ranging from 110 %

as defined in the note agreement.

After this initial 180-day period, the Company does not have a right to prepay such

conversion price for the above notes was equal to a 35 % discount of the market price which means the average of the lowest three trading

12 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

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

3 unchanged sentences

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

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of June 30, 2024 following conversion

of $ 250,000 of the principal balance and $ 9,863 accrued interest during the year ended June 30, 2024.

Accordingly, $ 134,615 of the put

premium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements during the year ended June 30,

2024 following conversion of the principal balance.

total principal amount outstanding under all of the above 1800 Diagonal financing agreements was $ 0

as of June 30, 2024 following conversion of $ 250,000

of the principal balance and $ 9,863

accrued interest during the year ended June 30, 2024.

Accordingly, $ 134,615

of the put premium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements during the year

ended June 30, 2024 following conversion of the principal balance.

Capital Securities Purchase Agreements

15, 2022 Securities Purchase Agreement

August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a

convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of

such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the

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

August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible

redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $ 110,000 , such principal

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

of the August 15, 2022 ONE44 Note.

The transaction contemplated by such purchase agreement closed on August 16, 2022.

The August 15, 2022 One44 Note contained an original issue discount amount of $ 10,000 .

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500

for ONE44’s legal fees.

The Company used the net proceeds from the August

15, 2022 ONE44 Note for general working capital purposes.

The August 15,

2022 One44 Note contained an original issue discount amount of $ 10,000 .

Pursuant to the terms of such purchase agreement, the Company

paid $ 5,500 for ONE44’s legal fees.

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

The maturity date of the August 15, 2022 One44 Note was August 15, 2023.

The August 15, 2022 ONE44 Note bore interest at a rate of 10 %

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

prepayment of such note.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

The August 15, 2022 ONE44 Note bore interest at a

rate of 10 % per annum, which was payable in shares of common stock, but was not payable until the maturity date or upon acceleration

or by prepayment of such note.

The August 15, 2022 ONE44 Note was fully converted in fiscal year 2024.

14, 2023 Securities Purchase Agreement

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

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

such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the

six-month anniversary of the February 14, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on

February 14, 2023.

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

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

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

anniversary of the February 14, 2023 ONE44 Note.

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

The February 14, 2023 One44 Note contained an original issue discount amount of $ 11,111 .

Pursuant to the terms of such purchase agreement, the Company paid $ 5,500

for ONE44’s legal fees.

The Company used the net proceeds from the February 14, 2023 ONE44 Note for general working capital

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

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.

8, 2023 Securities Purchase Agreement

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

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

such principal and the interest thereon are convertible into shares of the common stock at the option of ONE44 any time after the

six-month anniversary of the December 8, 2023 ONE44 Note.

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

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

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

anniversary of the December 8, 2023 ONE44 Note.

The transaction contemplated by such purchase agreement closed on December 8, 2023.

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

Pursuant to the terms of such purchase agreement, the Company paid $ 7,500

for ONE44’s legal fees.

The Company used the net proceeds from the December 8, 2023 ONE44 Note for general working capital

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.

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

Pursuant to the terms of such purchase agreement,

the Company paid $ 7,500 for ONE44’s legal fees.

The Company used the net proceeds from the December 8, 2023 ONE44 Note for general

working capital purposes.

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

The December 8, 2023 One44 Note was fully converted in August 2025.

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

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

interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of

the note, at a premium ranging from 120 % to 135 % as defined in the relevant note.

After this initial 180-day period, the Company does

not have a right to prepay such note.

interest due under all of the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the

terms of the note, at a premium ranging from 120 %

as defined in the relevant note.

After this initial 180-day period, the Company does not have a right to prepay such

conversion price for the above ONE44 notes ranges from 60 % to 65 % (representing a 35 % to 40 % discount) of the market price of the common

5 unchanged sentences

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

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 % per annum,

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

Further, certain

events of default may trigger penalty and liquidated damage provisions.

In the event that the Company fails to deliver to ONE44 shares

of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250 per day the shares

are not issued beginning on the 4 th day after the conversion notice was delivered to the Company.

In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 %

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

certain events of default may trigger penalty and liquidated damage provisions.

In the event that the Company fails to deliver to ONE44

shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250

per day the shares are not issued beginning on the 4 th

day after the conversion notice was delivered to the Company.

This penalty increases to $ 500

per day beginning on the 10 th day.

In the event that the Company loses the bid price of its common stock on OTC, such

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

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

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

Accordingly, $ 182,376

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

June 30, 2023 following conversion of the principal balance.

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

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

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

June 30, 2024 following conversion of the principal balance.

that the Company loses the bid price of its common stock on OTC markets, such ONE44 note does not incur penalty and instead the outstanding

principal amount increases by 20 %.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

total principal amount outstanding under all of the above ONE44 financing agreements was $ 119,300

and accrued interest was $ 6,726

as of June 30, 2024 following conversion of $ 148,811

of the principal balance and $ 9,909

accrued interest during the year ended June 30, 2024.

Accordingly, $ 98,311

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

June 30, 2024 following conversion of the principal balance.

total principal amount outstanding under all the above ONE44 financing agreements was $ 104,460

and accrued interest was $ 24,962

as of June 30, 2025 following conversion of $ 14,840

of the principal balance and $ 1,006 accrued

interest during the year ended June 30, 2025.

Accordingly, $ 9,893

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

June 30, 2025, following conversion of the principal balance.

ONE44 note with principal amount of $ 104,460 was in default and accrued default interest rate at 24 % per annum before it was fully converted

in August 2025.

Capital Partners Securities Purchase Agreements

12, 2022 Securities Purchase Agreement

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

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

“GS Capital Note”) from the Company in the aggregate principal amount of $ 93,000 ,

such principal and the interest thereon were convertible into shares of common stock at the option of GS Capital.

The transaction

contemplated by the GS Capital Purchase Agreement closed on August 16, 2022.

The GS Capital Note contained a $ 5,000

original issue discount.

Pursuant to the terms of the GS Purchase Agreement, the Company paid $ 3,000

for GS Capital’s legal fees.

The Company used the net proceeds ($ 85,000 )

from the GS Capital Note for general working capital purposes.

maturity date of the GS Capital Note was April

12, 2023 , but was extended to August 12, 2023 in April 2023.

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

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

by prepayment of such note.

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

requested by GS Capital by surrendering the same.

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

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

share equal to $2.80 per share (the “Fixed Price”).

However, in the event the common stock trades below $2 per

share for more than five consecutive trading days, then the Fixed Price becomes $1.30 per share .

In the event of default,

such conversion price was equal to 65 %

of the lowest trading price of the common stock reported on the OTC Markets or other exchange for the ten prior trading days,

including the day upon which a notice of conversion is received by the Company.

The GS Capital Note was subject to a 4.99 %

beneficial ownership limitation.

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

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

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

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

The transaction contemplated by the GS Capital Purchase Agreement closed on

August 16, 2022.

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

Pursuant to the terms of the GS Purchase Agreement,

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

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

working capital purposes.

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

The GS Capital Note bore

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

or upon acceleration or by prepayment of such note.

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

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

GS Capital was entitled, at its option, at

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

of common stock at a price per share equal to $168,000 per share (the “Fixed Price”).

However, in the event the common

stock trades below $120,000 per share for more than five consecutive trading days, then the Fixed Price becomes $78,000 per share.

the event of default, such conversion price was equal to 65 % of the lowest trading price of the common stock reported on the OTC markets

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

GS Capital Note was subject to a 4.99 % beneficial ownership limitation.

Such note was fully converted during fiscal year 2024.

1 unchanged sentence

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

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

such principal and the interest thereon were convertible into shares of common stock at the option of GS Capital.

The transaction

contemplated by such purchase agreement closed on September 26, 2022.

Such note contains a $ 4,000

original issue discount.

Pursuant to the terms of such purchase agreement, the Company paid $ 2,500

for GS Capital’s legal fees.

The Company used the net proceeds ($ 65,000 )

from such note for general working capital purposes.

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

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

The transaction contemplated by such purchase agreement closed

on September 26, 2022.

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

Pursuant to the terms of such purchase agreement, the Company

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

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

Such note bore interest at a rate of

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

by prepayment of such note.

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

or by prepayment of such note.

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

as requested by GS Capital surrendering the same.

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

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

to $2 (the “September Fixed Price”).

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

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

In the event of default under such note, such

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

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

Such note was subject to 4.99 %

beneficial ownership limitations.

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

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

equal to $120,000 (the “September Fixed Price”).

However, in the event the common stock trades below $84,000 per share

for more than five consecutive trading days, then the September Fixed Price becomes $54,000 per share.

In the event of default under

such note, such conversion price was equal to 65 % of the lowest trading price of the common stock as reported on the OTC markets or other

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

Such note was

subject to 4.99 % beneficial ownership limitations.

Such note was fully converted during fiscal year 2024.

23, 2023 Securities Purchase Agreement

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

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

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

The GS Capital Note contains a $ 5,000

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

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

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

The GS Capital Note 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 (the

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

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

In the event of a default under the Note and unless the

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

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

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 became 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

October 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS

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

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

The GS Capital Note contains a $ 3,500

October 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

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

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

The GS Capital Note contained a

$ 3,500 original issue discount.

Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of

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

The Company used 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 was 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 became 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 $900 per share (the “Fixed

Price”), 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 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 October 12, 2023 GS Capital Note was fully converted in August 2025.

12, 2024 Securities Purchase Agreement

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

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

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

The GS Capital Note contained a

$ 2,500 original issue discount.

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

maturity date of the GS Capital Note was October 12, 2024 and was in default.

The GS Capital Note bore 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

became 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.

conversion price for the GS Capital Note was 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 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 April 12, 2024 GS Capital Note was fully converted in August 2025.

2, 2024 Securities Purchase Agreement

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

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest

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

The GS Capital Note contained a

$ 3,000 original issue discount.

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

maturity date of the GS Capital Note was February 2, 2025 and was in default.

The GS Capital Note bore 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

became 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.

conversion price for the GS Capital Note was 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 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 2, 2024 GS Capital Note was fully repaid in August 2025.

20, 2024 Securities Purchase Agreement

September 20, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest

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

The GS Capital Note contained a

$ 3,000 original issue discount.

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

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

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 (the

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

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

In the event of a default under the Note and unless the

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

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

maturity date of the GS Capital Note was March 20, 2025 and was in default.

The GS Capital Note shall bore 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 became 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.

initial conversion price for the GS Capital Note was 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.

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 September 20, 2024 GS Capital Note was fully repaid in August 2025.

7, 2025 Securities Purchase Agreement

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

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

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

February 7, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 43,000 , such principal and the interest

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

The GS Capital Note contains a $ 3,000

original issue discount.

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

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

maturity date of the GS Capital Note is October 7, 2025 .

5 unchanged sentences

The initial conversion price

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

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

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

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

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

for the GS Capital Note is equal to $9 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 $8 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.

11, 2025 Securities Purchase Agreement

March 11, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest

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

The GS Capital Note contains a $ 3,000

original issue discount.

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

maturity date of the GS Capital Note is November 11, 2025 .

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

The initial conversion price

for the GS Capital Note is equal to $6 per share, provided that the fixed price will be reduced to $3 per share in the event that the

market price of the Common Stock trades below $5 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.

15, 2025 Securities Purchase Agreement

April 15, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 55,000 , such principal and the interest

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

The GS Capital Note contains a $ 5,000

original issue discount.

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

maturity date of the GS Capital Note is December 15, 2025 .

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

The initial conversion price

for the GS Capital Note is equal to $5 per share, provided that the fixed price will be reduced to $2.50 per share in the event that

the market price of the Common Stock trades below $4 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:

8 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Additionally,

5 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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

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

After this initial

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

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

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

In the event that

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

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

the conversion notice was delivered to the Company.

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

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

principal amount increases by 20 %.

total principal outstanding and accrued interest under the above GS Capital notes were $ 75,300 and $ 4,263 , respectively, as of June 30,

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

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

liabilities at fair value.

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

30, 2024, following conversion of $ 130,800 of the principal balance, $ 8,700 accrued interest (including $ 1,254 at default interest rate)

and $ 3,832 conversion fees during the year ended June 30, 2024.

The two GS Capital notes with total principal amount of $ 83,000 are currently

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

At June 30, 2024, an aggregate total of $ 110,500 of the above GS Capital

notes were bifurcated with the embedded conversion option which are recorded as derivative liabilities at fair value as of June 30, 2024

(see Note 12).

Road Holdings Securities Purchase Agreement

October 6, 2022, the Company entered into a securities purchase agreement (the “Red Road Purchase Agreement”) with Red

Road Holdings Corporation, a Virginia corporation (“Red Road”), pursuant to which Red Road purchased a convertible

promissory note (the “Red Road Note”) from the Company in the aggregate principal amount of $ 53,750 ,

such principal and the interest thereon were convertible into shares of common stock at the option of Red Road.

The transaction

contemplated by the Red Road Purchase Agreement closed on October 12, 2022.

The Company used the net proceeds ($ 50,000 )

from the Red Road Note for general working capital purposes.

The maturity date of the Note was October 6, 2023.

The Red Road Note

bore interest at a rate of 8 %

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

by prepayment of the Red Road Note, as described below.

In addition, upon an event of default, interest on the outstanding principal

accrued at a default interest rate of 22 %

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

Further, certain events of default may trigger penalty and liquidated damage provisions.

Red Road had the option to convert all or

any amount of the principal face amount of the Red Road Note, beginning one hundred eighty (180) days following the date of the Red

Road Note and ending on the later of:

(i) the maturity date of such note and (ii) the date of payment of the Default Amount (as

defined in the Red Road Note), each in respect of the remaining outstanding amount of the Red Road Note, to convert all or any part

of the outstanding and unpaid amount of the Note into common stock at the then-applicable conversion price.

Pursuant to the terms of

the Red Road Purchase Agreement, the Company paid Red Road’s legal fees and due diligence expenses in the aggregate amount of

which was recorded as a debt discount.

conversion price for the Red Road Note was equal to the Variable Conversion Price (subject to equitable adjustments for stock splits,

stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of

the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events), which was defined as

65 % of the Market Price (representing a discount rate of 35 %) which was defined as the average of the lowest three (3) Trading Prices

(as defined in the Red Road Note) for the common stock during the ten (10) trading days prior to the conversion date.

The Red Road Note

is subject to 4.99 % beneficial ownership limitations and was treated as stock settled debt under ASC 480, and accordingly the Company

recorded a total of $ 28,942 put premium.

Red Road Note may be prepaid until 180 days from its issuance date, subject to the following:

if prepaid within 60 days of the issuance

date, the prepayment premium is 110% of the face amount of such note plus any accrued interest, if prepaid after 60 days but less than

91 days from the issuance date, then the prepayment premium is 115% of the face amount plus any accrued interest of such note., if prepaid

after 90 days but less than 121 days from the issuance date, then the prepayment premium is 120% of the face amount plus any accrued

interest of such note, if prepaid after 120 days but less than 151 days from the issuance date, then the prepayment premium shall be

125% of the face amount plus any accrued interest of such note, and if prepaid after 150 days but less than 181 days from the issuance

date, then the prepayment premium shall be 129% of the face amount plus any accrued interest of such note .

the event that the Company failed to deliver to Red Road shares of common stock upon conversion of the Red Road Note within three business

days of a notice of conversion by Red Road, the Company would incur a penalty of $ 1,000 per day.

Upon the occurrence and during the continuation

of certain events of default, the Red Road Note will become immediately due and payable and the Company will pay Red Road in full satisfaction

of its obligations in the Note an amount equal to 150% of the outstanding principal amount of the Red Road Note plus any interest accrued

upon such event of default or prior events of default.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

may owe GS Capital under the terms of the notes, at a premium ranging from 110 %

of the principal amount and interest of such note.

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

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.

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

under all of the above GS Capital notes, the penalty becomes $ 250

per day for each day that the shares are not issued beginning on the 4 th day after the conversion notice was delivered to

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 markets,

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

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 110,500

and $ 8,364 ,

total principal amount outstanding and accrued interest under the above Red Road notes was $ 0 as of June 30, 2023 following conversion

of $ 53,750 of the principal balance and $ 2,150 accrued interest during the year ended June 30, 2023.

Accordingly, $ 28,942 of the put

premium was released to additional paid in capital in respect of such purchase agreements with Red Road during the year ended June 30,

2023 following conversion of the principal balance (see Note 8).

respectively, as of June 30, 2024, following conversion of $ 130,800

of the principal balance, $ 8,700

accrued interest (including $ 1,254

at default interest rate) and $ 3,832

conversion fees during the year ended June 30, 2024.

During fiscal year 2024, an aggregate total of $ 110,500

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

fair value as of June 30, 2024 (see Note 12).

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 252,650

and $ 23,676 ,

respectively, as of June 30, 2025, following conversion of $ 54,850

of the principal balance and $ 4,365

accrued interest during the year ended June 30, 2025.

During the year ended June 30, 2025, an aggregate total of $ 252,650

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

fair value (see Note 12).

GS Capital notes with total principal amounts of $ 121,650 were in default and accrued a default interest rate at 24 % per annum before

such notes were fully converted or repaid in August 2025.

Enterprises, LLC Securities Purchase Agreement

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

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

such principal and the interest thereon were convertible into shares of the Company’s common stock following an event of

default (the “Coventry Note”).

The Coventry Note contains a $ 25,000

original issue discount.

The Company used the net proceeds of $ 100,000

from the Coventry Note for general working capital purposes.

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

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

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

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

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

Note for general working capital purposes.

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

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

7 unchanged sentences

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

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

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

to be amortized over the term of such note.

an additional inducement to Coventry entering into such agreement, the Company issued to Coventry 1 share of common stock on the issuance

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

over the term of such note.

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

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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

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

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

July 2023, the Company fully paid the remaining principal of $ 142,909 and accrued interest of $ 70 for a total of $ 142,979 .

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

of $ 2,043 and interest of $ 357 during the year ended June 30, 2024.

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

paid in capital in respect of such purchase agreements with Coventry during the year ended June 30, 2024 following conversion of the

principal balance.

total principal amount outstanding and accrued interest under all of the above Coventry note was $ 144,951

including the default penalty as of June 30, 2023 following conversion of $ 5,049

of the principal balance and $ 22,749

accrued interest during the year ended June 30, 2023.

Accordingly, $ 561

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

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

July 2023, the Company fully paid the remaining principal of $ 142,909

and accrued interest of $ 70

for a total of $ 142,979 .

The total principal amount outstanding and accrued interest under all of the above Coventry note was $ 0

following conversion of the principal balance of $ 2,043

and interest of $ 357

during the year ended June 30, 2024.

Accordingly, $ 13,328

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

ended June 30, 2024 following conversion of the principal balance.

LLC Securities Purchase Agreement

5, 2024 Securities Purchase Agreement

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

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

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

The Company paid legal and financing

costs of $ 7,500 .

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

The maturity date of the note is March

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

event of a default.

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

104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 50,000 , for a purchase price

of $ 46,875 , after an original issue discount of $ 3,125 .

The Company paid legal and financing costs of $ 7,500 .

The Company used the net

proceeds therefrom for general working capital purposes.

The maturity date of the note was March 1, 2025 and was in default.

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

March 5, 2024 104 note was fully converted in August 2025.

20, 2024 Securities Purchase Agreement

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for general working capital purposes.

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

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

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

The maturity date of the note was June 20, 2025 and was in default.

The note bore interest at a

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

The June 20, 2024 104

note was fully converted in August 2025.

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

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

1 unchanged sentence

Notwithstanding the foregoing,

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

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

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

Pursuant to the

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

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

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

The above 104 notes treated as stock settled debt

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

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

The above 104 notes were treated as stock settled

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

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

due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases

4 unchanged sentences

a right to prepay the notes.

104 notes contained certain events of default, including failure to pay principal and interest when due, failure to timely issue the

conversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes

the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting

requirements with the U.S.

Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the

Company under any other note issued to the investor, as well as certain customary events of default set forth in the notes, including,

among others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation.

Upon an event of default,

the notes became immediately due and payable by the Company.

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.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

104 notes contain certain events of default, including failure to pay principal and interest when due, failure to timely issue the conversion

shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation

platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements

with the U.S.

Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under

any other note issued to the Investor, as well as certain customary events of default set forth in the notes, including, among others,

breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation.

Upon an event of default, the notes will

become immediately due and payable by the Company.

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

total principal amount outstanding under all of the above 104 financing agreements was $ 83,750

and accrued interest was $ 1,429

as of June 30, 2024.

Company recorded a total default penalty of $ 41,563

as additional principal as of June 30, 2025.

The total principal amount outstanding and accrued interest under all of the above 104

notes was $ 124,688

including the default penalty and accrued interest of $ 9,093

as of June 30, 2025, following conversion of $ 625

of the principal balance and $ 4,000

accrued interest during the year ended June 30, 2025.

104 notes with total principal amounts of $ 124,688 were in default and accrued a default interest rate at 16 % per annum before such notes

were fully converted in August 2025.

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 were convertible into shares of the Company’s common stock at the option of Geebis.

The Geebis note contained

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 was June 15, 2025 and was in default.

The Geebis note shall bore 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 became payable,

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

The Geebis note was 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 was 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 were then traded or any exchange upon

which the common stock may be traded in the future.

Notwithstanding the foregoing, such conversions were 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 was required to maintain an initial

reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s

obligations under the note.

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 was 60 % (representing a 40 % discount) of the market price,

which was the lowest closing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of

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

fair value (see Note 12).

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

but unpaid interest due under all of 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 %

of the principal amount and interest of such note.

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

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

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

the event that the Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest

under all of the above Geebis note, the penalty became $ 250

per day for each day that the shares were not issued beginning on the 4 th day after the conversion notice was delivered

to the Company.

This penalty increased to $ 500

per day beginning on the 10 th day.

In the event that the Company loss the bid price of its common stock on OTC markets,

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

February 2025, the Company repaid $ 8,000

of the principal amount.

The total principal outstanding and accrued interest under all of the above Geebis note was $ 14,000

and $ 1,348 ,

respectively, as of June 30, 2025.

As of June 30, 2025, an aggregate total of $ 14,000

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

value as of June 30, 2025 (see Note 12).

Geebis note with principal amount of $ 14,000 was in default and accrued a default interest rate at 24 % per annum before such note was

fully converted in August 2025.

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 $ 364,798

with maturity dates between April 2024 and June 2025 were in default as of June 30, 2025 before these six convertible notes were

fully converted and two convertible notes were fully repaid in August 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

of debt discounts

1 unchanged sentence

2024, respectively.

The Company recorded $ 279,711 and $ 232,674 of put premiums related to the above note issuances during the years ended

June 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.

The Company recorded $ 0 and $ 279,711 of put premiums related to the above note issuances during the years ended June

30, 2025 and 2024, 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 years ended June 30, 2025 and 2024 was $ 303,563 and $ 294,005 , respectively.

18 unchanged sentences

June 30, 2025 and 2024 is as follows:

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

SCHEDULE OF INCOME TAX PROVISION

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Loss before Income taxes

$ ( 58,923,300 )

7 unchanged sentences

Income tax (expense) benefit

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2024 and 2023 of $ 129,132

and $ 129,841 , respectively.

Company reflects a tax benefit on its consolidated statement of operations and comprehensive income (loss) in 2025 and 2024 of $ 0 and

$ 129,132 , respectively.

These amounts are research and development tax credits and are not considered income tax.

1 unchanged sentence

The CARES Act, among other things, permits NOL carryovers and carrybacks to offset 100% of taxable income for taxable years beginning

before 2021 .

In addition, the CARES Act allows NOLs incurred in 2018, 2019, and 2020 to be carried back to each of the five preceding

5 unchanged sentences

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Deferred tax assets

3 unchanged sentences

Non-cash interest

Intangibles (Intellectual Property and Patent Cost)

Intangibles (Intellectual Property and Patent

Deferred Rent

8 unchanged sentences

$ ( 170,435 )

Stock Based Compensation

( 3,960,547 )

Foreign Exchange Loss (OCI)

13 unchanged sentences

June 30, 2025, the Company had U.S.

net operating loss carry forwards of $ 10,601,740 that may be offset against future taxable income,

subject to limitation under IRC Section 382.

Of the approximately $ 10.6 million of net operating loss carryforwards, $ 7.2 million will

begin to expire in 2024 and the remaining $ 3.4 million will not expire but is subject to annual usage limitations.

The Australian tax

rate remained at 25 % during 2023 and 2024.

At June 30, 2024, the Company had Australia net operating loss carry forwards of $ 27,394,654

which can be carried forward without expiration.

No tax benefit has been reported in the June 30, 2024 and 2023 consolidated financial

statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration

of available positive and negative evidence.

net operating loss carry forwards of $ 87,182,865 that

may be offset against future taxable income, subject to limitation under IRC Section 382.

At June 30, 2025, the Company had

Australia net operating loss carry forwards of approximately $ 28,702,379 which

can be carried forward without expiration.

benefit has been reported in the June 30, 2025 and 2024 consolidated financial statements due to the uncertainty surrounding the

realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative

Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a

16 unchanged sentences

8 – 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 consolidated financial statements

to reflect the Reverse Stock Split.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

the Reverse Stock Split.

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

5 unchanged sentences

on December 9, 2014.

James Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer and a director, beneficially

owned all of the outstanding shares of Series A Preferred Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder

of Series A Preferred Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders,

except election and removal of directors, and each share of Series A Preferred Stock entitled him to a total of 1 vote.

North Horizon

is a Nathanielsz Family Trust.

Nathanielsz had voting and investment power over these shares.

March 15, 2023, the Company filed a certificate with the Secretary of State of Delaware (the “Certificate of Retirement”),

effecting the retirement and cancellation of the Series A Preferred Stock to eliminate such Series A Preferred Stock.

No shares of Series

A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023.

There were no shares of Series A Preferred

Stock issued and outstanding as of June 30, 2024 and 2023 for both periods.

There were no shares of Series A Preferred Stock issued and outstanding as of June 30, 2025 and 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

6 unchanged sentences

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 fiscal year 2024 and 2023.

issued under the Equity Lines

Capital Growth Fund LP

November 30, 2021, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Dutchess Capital

Growth Fund LP, a Delaware limited partnership, (“Dutchess”), providing for an equity financing facility (the “Equity

The Purchase Agreement provides that upon the terms and subject to the conditions in the Purchase Agreement, Dutchess is

committed to purchase up to Five Million Dollars ($ 5,000,000 ) of shares of the Company’s common stock (the “Common Stock”),

over the 36 -month term of the Purchase Agreement (the “Total Commitment”).

the terms of the Purchase Agreement, Dutchess will not be obligated to purchase shares of Common Stock unless and until certain conditions

are met, including but not limited to a Registration Statement on Form S-1 (the “Registration Statement”) becoming effective

which registers Dutchess’ resale of any Common Stock purchased by Dutchess under the Equity Line.

From time to time over the 36-month

term of the Purchase Agreement, commencing on the trading day immediately following the date on which the Registration Statement becomes

effective, the Company, in our sole discretion, may provide Dutchess with a draw down notice (each, a “Draw Down Notice”),

to purchase a specified number of shares of Common Stock (each, a “Draw Down Amount Requested”), subject to the limitations

discussed below.

The actual amount of proceeds the Company will receive pursuant to each Draw Down Notice (each, a “Draw Down Amount”)

is to be determined by multiplying the Draw Down Amount Requested by the applicable purchase price.

The purchase price of each share

of Common Stock equals 92 % of the lowest trading price of the Common Stock during the five (5) business days prior to the Closing Date.

Closing Date shall mean the five (5) business days after the Clearing Date.

Clearing Date shall mean the first business day that the

Selling Shareholder holds the Draw Down Amount in its brokerage account and is eligible to trade the shares.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

maximum number of shares of Common Stock requested to be purchased pursuant to any single Draw Down Notice cannot exceed the lesser of

(i) 300 % of the average daily share volume of the Common Stock in the five (5) trading days immediately preceding the Draw Down Notice

or (ii) an aggregate value of $ 250,000 .

July 13, 2022, the Company issued 14,337 shares of its common stock at an average price per share of approximately $ 2 , as a result of

delivering one Dutchess Draw Down Notice to Dutchess.

Consequently, the Company received gross aggregate proceeds of $ 24,711 from such

Dutchess Draw Down Notice.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2025 and 2024.

issued under the Equity Lines

Capital Growth Fund LP (“Dutchess”)

July 13, 2022, the Company issued 0.24 shares of its common stock at an average price per share of approximately $ 120,000 , as a result

of delivering one Dutchess Draw Down Notice to Dutchess.

Consequently, the Company received gross aggregate proceeds of $ 24,711 from

such Dutchess Draw Down Notice.

The Company received $ 23,758 of a previously recorded subscription receivable during the year ended June

16 unchanged sentences

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

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

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

to the issuance of such Shares.

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

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

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

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

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

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

The Company collected the subscription

receivable of $ 8,822 in January 2024.

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

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

June 11, 2024, the Company issued 15,768,400 shares of its common stock at an average price per share of approximately $ 0.0008 as a result

of delivering one draw down notice to the Investor for $ 11,975 .

provided that in no event may a Drawdown Notice be for less than $5,000, exceed 875 Shares

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

issuance of such Shares.

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

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

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

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

December 13, 2023, the Company issued 23 shares of its common stock at an average price per share of approximately $ 360 , as a result

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

The Company collected the subscription receivable

of $ 8,822 in January 2024.

February 20, 2024, the Company issued 29 shares of its common stock at an average price per share of approximately $ 78 , as a result of

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

June 11, 2024, the Company issued 263 shares of its common stock at an average price per share of approximately $ 48 as a result of delivering

one draw down notice to the Investor for $ 11,975 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

Enterprises, LLC

17 unchanged sentences

Stock during the 10 business days immediately preceding the Coventry Drawdown Notice date.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

maximum number of shares of common stock requested to be purchased pursuant to any single Coventry Draw Down Notice cannot exceed the

4 unchanged sentences

June 30, 2025 and 2024, the Company has not received a Coventry Draw Down Notice.

issued for conversion of convertible debt

the year ended June 30, 2023, the Company issued an aggregate of 5,061,180 shares of its common stock and common stock issuable of 807,230

at average contractual conversion price of $ 0.17 , as a result of the conversion of principal of $ 935,699 , interest of $ 80,586 and conversion

fees $ 1,838 underlying certain outstanding convertible notes converted during the year.

The common stock issuable of 807,230 shares were

issued in July 2023.

in the above conversion during the year ended June 30, 2023 were principal aggregate amount of convertible notes of $ 168,200 , accrued

interest of $ 16,632 and conversion fees of $ 1,838 containing bifurcated embedded conversion option derivatives were converted into common

Accordingly, the fair market value of the shares issued upon conversion was $ 556,272 , resulting in a loss on extinguishment at

the time of conversion of $ 369,602 and $ 352,051 of derivative liability fair value was recorded as a gain on extinguishment at the time

of conversion, resulting in a net loss of $ 17,551 which is included in gain on extinguishment of debt in the accompanying consolidated

statements of operations.

the year ended June 30, 2024, the Company issued an aggregate of 445,963,937 shares of its common stock at average contractual conversion

price of $ 0.0013 , as a result of the conversion of principal of $ 531,654 , interest of $ 28,829 and conversion fees $ 3,832 underlying certain

outstanding convertible notes converted during the year.

in the above conversion during the year ended June 30, 2024 were aggregate principal amounts of convertible notes of $ 130,800 ,

accrued interest of $ 8,700

and conversion fees of $ 3,832

containing bifurcated embedded conversion option derivatives.

Accordingly, the fair market value of the shares issued upon

conversion was $ 352,565 ,

resulting in a loss on extinguishment at the time of conversion of $ 209,233

and $ 263,798

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

which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

Company has 6,973,534,490 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2024.

issued for services and accrued expenses

October 25, 2022, the Company issued 6,111 shares of common stock to a consultant for services rendered in October 2022.

valued these shares based on quoted trading prices on the date of grant at $ 0.90 per share or $ 5,500 which was recorded as stock-based

consulting expense during the year ended June 30, 2023.

November 16, 2022, the Company issued 73,301 shares of common stock to a consultant for services rendered from July 2022 to November

Those shares were valued at approximately $ 0.07 per share or $ 51,311 , being the closing price of the stock on the date of grant

to such consultant.

The Company recorded stock-based compensation of $ 51,311 during the year ended June 30, 2023.

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

from April 2023 to June 2023.

The 608,423 shares was reflected as common stock issuable and was valued at approximately $ 0.135 per share

or $ 82,137 , being the closing price of the stock on the date of grant to such consultant.

The Company recorded stock-based compensation

of $ 82,137 during the year ended June 30, 2023.

The common stock issuable of 608,423 shares were issued on July 10, 2023.

issued for exercise of warrants

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

B Warrants with an exercise price of $ 40,000 per share and issued 12 shares of common stock.

the year ended June 30, 2023, the Company issued an aggregate of 559,999 shares of common stock and common stock issuable of 206,000

from the alternate cashless exercise of 0.97 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise

price of $ 0.001 or the par value of common stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

the year ended June 30, 2024, the Company issued an aggregate of 6,272,000 shares of common stock from the alternate cashless exercise

of 0.0314 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the par value

of common stock.

the year ended June 30, 2024, the Company issued an aggregate of 105 shares of common stock from the alternate cashless exercise of 0.000001

Series A warrants with an original exercise price of $ 12,000,000,000 and alternate cashless exercise price of $ 60 or the par value of

common stock.

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

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

Series A Warrant and 70 % of the market price.

of the Company’s common stock fall below $ 12,000,000 per share calculated based on the difference between the exercise price of

the Series A Warrant and 70 % of the market price.

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

4 unchanged sentences

down round feature being triggered.

Accordingly, the Company recognized deemed dividend of $ 192,960 and $ 466,273 , during the years ended

June 30, 2024 and 2023, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless

Accordingly, the Company recognized deemed dividend of $ 0 and $ 192,960 , during the years ended June

30, 2025 and 2024, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless

exercise of these warrants.

issued in connection with a convertible note

November 3, 2022, the Company entered into a securities purchase agreement with Coventry, pursuant to which Coventry purchased a promissory

note from the Company in the aggregate principal amount of $ 125,000 (see Note 6).

As an additional inducement to the Coventry purchasing

the note, the Company, as of the original issue date and for no additional consideration, issued to Coventry an aggregate of 75,000 shares

of the common stock, which were valued using the relative fair value method at $ 37,500 and recognized as debt discount to be amortized

over the term of the Coventry Note.

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

issued for conversion of convertible debt

the year ended June 30, 2024, the Company issued an aggregate of 7,433 shares of its common stock at average contractual conversion price

of $ 78 , as a result of the conversion of principal of $ 531,654 , interest of $ 28,829 and conversion fees $ 3,832 underlying certain outstanding

convertible notes converted during the year.

in the above conversion during the year ended June 30, 2024 were aggregate principal amounts of convertible notes of $ 130,800 , accrued

interest of $ 8,700 and conversion fees of $ 3,832 containing bifurcated embedded conversion option derivatives.

Accordingly, the fair

market value of the shares issued upon conversion was $ 352,565 , resulting in a loss on extinguishment at the time of conversion of $ 209,233

and $ 263,798 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net

gain of $ 54,565 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

July 1, 2024 through March 2025, the Company issued an aggregate of 8,826 shares of its common stock at an average contractual conversion

price of $ 12 as a result of the conversion of principal of $ 70,315 , interest of $ 9,371 and conversion fees of $ 5,520 underlying certain

outstanding convertible notes converted during the year.

in the above conversion during the year ended June 30, 2025, were principal aggregate amount of convertible notes of $ 54,850 , accrued

interest of $ 4,365 and conversion fees of $ 3,770 containing bifurcated embedded conversion option derivatives which were converted into

common stock.

Accordingly, the fair market value of the shares issued upon conversion was $ 154,154 , resulting in a loss on extinguishment

at the time of conversion of $ 91,169 and $ 73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the

time of conversion, resulting in a net loss of $ 17,529 which is included in gain (loss) on extinguishment of debt in the accompanying

consolidated statements of operations.

Company reclassified $ 10,229 from put premium liabilities to additional paid in capital following conversions and repayment during the

year ended June 30, 2025.

Company has 117,720 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at June 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

issued for services rendered

August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August

12, 2024 to October 12, 2024 for a total fee of $ 7,500 for each consultant.

In August 2024, the Company issued an aggregate of 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 year ended June 30, 2025, the Company recorded

stock-based compensation of $ 15,000 .

March 3, 2025, the Company issued an aggregate of 8,555,500 shares of common stock to certain officers, employees, directors and consultants

for services rendered.

Those shares were valued at approximately $ 6 per share or $ 51,333,000 , being the closing price of the stock on

the date of grant.

During the year ended June 30, 2025, the Company recorded stock-based compensation of $ 51,333,000 .

issued for prepaid services

January 9, 2025 and March 23, 2025, the Company issued an aggregate of 2,025,000

shares of fully vested, non-forfeitable common stock to various consultants for consulting, investor relations and business advisory

services with service terms ranging from 6

months to three years.

Those shares were valued at a weighted average price of approximately $ 12

(ranging from $ 7

or $ 23,881,110 ,

being the closing prices of the stock on each respective date of grants.

During the year ended June 30, 2025, the Company recorded

stock-based compensation of $ 4,621,230 .

At June 30, 2025, the Company recorded prepaid expense – current portion of $ 8,334,046

and prepaid expense – long-term portion of $ 10,925,835

to be amortized over the terms of the respective agreements.

issued in connection with Debt Exchange Agreements

January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000

shares of common stock to certain vendors in exchange for payment of outstanding balance of accounts payable of $ 129,354

pursuant to debt exchange agreements.

Those shares were valued at a weighted average price of approximately $ 9

(ranging from $ 7

or $ 437,500 ,

being the closing prices of the stock on each respective date of grants.

Common stock issuable of 7,750

shares shall be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor.

Accordingly, the fair market value of the shares issued and issuable was $ 468,500 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 339,146

during the year ended June 30, 2025.

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000

shares of common stock in exchange for the total outstanding loan of $ 74,395 .

Those shares were valued at approximately $ 13

per share or $ 375,000 ,

being the closing price of the stock on the date of grant to the former director.

Accordingly, the fair market value of the shares

issued was $ 375,000 ,

resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605

during the year ended June 30, 2025.

February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 30,000 shares of

common stock in exchange for the total outstanding loan including accrued interest of $ 86,248 .

Those shares were valued at $ 10 per share

or $ 300,000 , being the closing price of the stock on the date of grant to the two investors.

Accordingly, the fair market value of the

shares issued was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the year ended June

issued in connection with a Warrant Exchange Agreement

March 3, 2025, the Company issued 900,000

shares of common stock to an investor in exchange for all the existing warrants (the “Warrant Exchange Warrants”) that

included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement.

The fair value of

the surrendered Exchange Warrants exceeded the fair value of the 900,000

shares of common stock issued.

Accordingly, there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.

The fair value of the 900,000

shares of common stock issued was $ 6

per share or $ 5.4

million based on the quoted trading price on the exchange date.

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 June 30, 2024 and 2023.

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 June 30, 2024 and 2023 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 June 30, 2025 and 2024.

A de minimis amount of unvested restricted stock units

which are subject to various performance conditions have not yet been met and have not yet vested as of June 30, 2025 to which the

above amount of $ 248,620

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

summary of the Company’s stock option activity during the years ended June 30, 2025 and 2024 is presented below:

1 unchanged sentence

Outstanding at June 30, 2023

$ 271,980,000,000

Outstanding at June 30, 2024

$ 271,980,000,000

Outstanding at June 30, 2025

$ 271,980,000,000

Exercisable at June 30, 2025

$ 271,980,000,000

Outstanding and Exercisable:

Weighted average remaining contractual term

Weighted average fair value of options granted

during the period

Weighted average fair

value of options granted during the year

Aggregate intrinsic value

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

Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan.

Plan”), which reserves a total of 1 share of the Company’s common stock for issuance under the 2019 Plan.

Incentive awards

1 unchanged sentence

awards and restricted stock units.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

the years ended June 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 June 30, 2024.

No stock options were granted during the years ended June 30, 2024

the years ended June 30, 2025 and 2024, the Company recognized stock-based compensation of $ 0 for both periods.

There was $ 0 of unvested

stock options expense as of June 30, 2025.

No stock options were granted during the years ended June 30, 2025 and 2024.

following table summarizes common stock warrant activity for the years ended June 30, 2025 and 2024:

SCHEDULE OF WARRANT ACTIVITY

SUMMARY OF WARRANT ACTIVITY

Outstanding at June 30, 2023

$ 326,400,000

Outstanding at June 30, 2024

4 unchanged sentences

Aggregate intrinsic value

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

OF WARRANT OUTSTANDING AND EXERCISABLE

Series A warrants

Series B warrants

Series C warrants

Common stock warrants with no class

March 3, 2025, the Company cancelled all the existing warrants ( 0.0002 Series A warrants, 0.0003 Series B warrants, and 0.0008 Series

C warrants) held by an investor pursuant to a Warrant Exchange Agreement (see above).

connection with the issuance of shares on April 3, 2020, the Company closed on a transaction related to a Securities Purchase Agreement

(the “Securities Purchase Agreement”) entered into on March 30, 2020, whereby an investor purchased from the Company, 0.0001

units, each consisting of (i) 1.5 shares of the Company’s common stock, or pre-funded warrants upon Investor’s election due

to the 4.99% blocker provision and (ii) 1.5 warrants to purchase one share of Common Stock (“Series A Warrants”, and collectively

with the Common Stock the “Units”).

In addition to the Units, the Investor was issued 64 warrants to purchase one share of

Common Stock (the “Series B Warrants”) and an additional 64 warrants to purchase one share of Common Stock, subject to a

vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants, and the Series

B Warrants, the “Warrants”).

Due to the Beneficial Ownership Limitation, the Company granted 10 Prefunded Warrants with exercise

price of $ 100 (but can be less than par value).

The Prefunded Warrants shall be exercisable immediately and shall expire when exercised

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the Investor purchased Series A Warrants to purchase

up to 11 shares of Common Stock, subject to adjustment as provided therein.

The Series A Warrants have a cash exercise price of $ 200,000

per share and are immediately exercisable and expire in 3 years (see extension noted below).

The Series A Warrants contain a provision

for cashless exercise in the event there is no effective registration statement registering the shares underlying the Series A Warrants

calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless

Additionally, the Series A Warrants contain a provision for a cashless conversion at the Holder’s option should

the trading price of the Common Stock fall below $200,000, per share calculated based on the difference between the exercise price of

the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate Cashless

Exercise price is $0.001.

See above “Shares issued for exercise of warrants” for discussion of deemed dividend related to

alternate cashless exercise .

units, each consisting of (i) 0.0001 shares of the Company’s common stock, or pre-funded warrants upon investor’s election

due to the 4.99% blocker provision and (ii) 0.00003 warrants to purchase one share of Common Stock (“Series A Warrants”,

and collectively with the Common Stock the “Units”).

In addition to the Units, the investor was issued 0.001 warrants to

purchase one share of Common Stock (the “Series B Warrants”) and an additional 0.001 warrants to purchase one share of Common

Stock, subject to a vesting schedule (the “Series C Warrants” and, together with the Prefunded Warrants, the Series A Warrants,

and the Series B Warrants, the “Warrants”).

Due to the Beneficial Ownership Limitation, the Company granted 0.0002 Prefunded

Warrants with exercise price of $ 6,000,000 (but can be less than par value).

The Prefunded Warrants were exercisable immediately and

expired when exercised in full.

(See shares issued in connection with a Warrant Exchange Agreement noted above)

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series A Warrants to purchase

up to 0.0002 shares of Common Stock, subject to adjustment as provided therein.

The Series A Warrants had a cash exercise price of $ 12,000,000,000

per share and were immediately exercisable and expired in 3 years (see extension noted below).

The Series A Warrants contained a provision

for cashless exercise in the event there was no effective registration statement registering the shares underlying the Series A Warrants

calculated based on the difference between the exercise price of the Series A Warrant and the trading price of the stock (the “Cashless

Additionally, the Series A Warrants contained a provision for a cashless conversion at the Holder’s option should

the trading price of the Common Stock fall below $12,000,000,000, per share calculated based on the difference between the exercise price

of the Series A Warrant and 70% of the Market Price, as defined therein (the” Alternate Cashless Exercise”).

The Alternate

Cashless Exercise price was $0.001 or the par value.

See above “Shares issued for exercise of warrants” for discussion of

deemed dividend related to alternate cashless exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series B Warrants to purchase

up to 0.001 shares of Common Stock, subject to adjustment as provided therein;

provided, however, commencing on the 90th day following the

effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 38 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 4 shares of Common Stock (or, at the election of the

Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 4 shares of Common Stock, which shares shall

be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants have a cash exercise price of $ 40,000

per share and expire in 3 years (see extension noted below).

The Series B Warrants contain a provision for Cashless Exercise.

provided, however, commencing on the 90th day following

the effective date, the Company may reduce the number of Warrant Shares issuable upon exercise thereof by 38 upon 10 Trading Days’

prior written notice to the Holder provided that the Company issues to the Holder 0.0001 shares of Common Stock (or, at the election

of the Holder, an equivalent number of pre-funded warrants) and Series A Warrants to purchase up to 0.0001 shares of Common Stock, which

shares shall be issued pursuant to a registration statement without restrictions on resale.

The Series B Warrants had a cash exercise

price of $ 2,400,000,000 per share and expired in 3 years (see extension noted below).

The Series B Warrants contained a provision for

Cashless Exercise.

to the Securities Purchase Agreement entered into March 20, 2020 as discussed above, the investor purchased Series C Warrants to purchase

up to 64 shares of Common Stock, subject to adjustment as provided therein and expire in 3 years (see extension noted below).

C Warrants have a cash exercise price of $ 200,000 per share, subject to a vesting schedule, which is based on such Holder’s exercise

of the Series B Warrants (warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contain provisions

for Cashless Exercise and Alternate Cashless Exercise.

See above “Shares issued for exercise of warrants” for discussion

of deemed dividend related to alternate cashless exercise.

up to 0.001 shares of Common Stock, subject to adjustment as provided therein and expired in 3 years (see extension noted below).

Series C Warrants had a cash exercise price of $ 12,000,000,000 per share, subject to a vesting schedule, which was based on such Holder’s

exercise of the Series B Warrants (warrants shall be exercisable ratably upon exercise of Series B Warrants).

The Series C Warrants contained

provisions for Cashless Exercise and Alternate Cashless Exercise.

See above “Shares issued for exercise of warrants” for

discussion of deemed dividend related to alternate cashless exercise.

Agreement to Extend Termination Dates.

11 unchanged sentences

accordance with ASC 815-40-35-17(c), the effect of a modification or an exchange of an equity classified freestanding written call option

shall be measured as the difference between the fair value of the modified instrument and the fair value of that instrument immediately

before it is modified.

The Company recognized the effect of the modifications of the warrants above that is directly attributable to

an actual equity offering as an equity issuance cost which amount is not material.

The modified warrants are determined to be equity

classified, accordingly, the incremental fair value and equity issuance cost were both recognized in additional paid in capital and therefore,

there was no effect in equity and such value is de minimis.

Issued to Vendors

August 16, 2022, the Company entered into an agreement with a certain consultant to provide services over a three-month period in exchange

for 1,000 warrants to purchase common stock at $ 10 per share with an expiry date of August 16, 2025 .

The fair market value of the warrants

was $ 2,408 on the date of grant as calculated under the Black Scholes Option Pricing model with the following assumptions:

at valuation date of $ 2.60 based on quoted trading price on date of grant, exercise price of $ 10 , dividend yield of zero , years to maturity

of 3.00 , a risk-free rate of 3.19 %, and expected volatility 236 %.

The Company recorded $ 2,408 of stock-based compensation expenses with

respect to the grant of such warrants during the year ended June 30, 2023.

August 16, 2022, the Company and a third-party investor relations consultant agreed to settle an outstanding payable of $ 23,050 in exchange

for 2,305 warrants to purchase common stock at $ 10 per share with an expiry date of August 16, 2025.

The fair market value of the warrants

was $ 5,551 on the date of grant as calculated under the Black Scholes Option Pricing model with the following assumptions:

at valuation date of $ 2.60 based on quoted trading price on date of grant, exercise price of $ 10 , dividend yield of zero , years to maturity

of 3.00 , a risk-free rate of 3.19 %, and expected volatility of 236 %.

Accordingly, the Company recognized gain from settlement of debt

of $ 17,499 during the year ended June 30, 2023 as reflected in the accompanying consolidated statements of operations.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

was measured as the difference between the fair value of the modified instrument and the fair value of that instrument immediately before

it was modified.

The Company recognized the effect of the modifications of the warrants above that was directly attributable to an actual

equity offering as an equity issuance cost which amount was not material.

The modified warrants were determined to be equity classified,

accordingly, the incremental fair value and equity issuance cost were both recognized in additional paid in capital and therefore, there

was no effect in equity and such value is de minimis.

March 3, 2025, the Company issued 900,000 shares of common stock to the investor in exchange for all the Existing Warrants (the “Exchange

Warrants”) that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement.

The fair value of the surrendered Exchange Warrants exceeded the fair value of the 900,000 shares of common stock issued.

there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.

The fair value of the 900,000 shares issued

was $ 6 per share or $ 5.4 million based on the quoted trading price on the exchange date.

Granted to Lender – Related Party

4 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 by

using the relative fair value method.

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

using a Black-Scholes model with the following assumptions:

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

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

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

the year ended June 30, 2023, the Company received aggregate gross proceeds of $ 475,000 from the exercise of approximately 12 Series

B Warrants with an exercise price of $ 40,000 per share and issued 12 shares of common stock.

the year ended June 30, 2023, the Company issued an aggregate of 559,999 shares of common stock and common stock issuable of 206,000

from the alternate cashless exercise of 0.97 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise

price of $ 0.001 or the par value of common stock.

the year ended June 30, 2024, the Company issued an aggregate of 6,272,000 shares of common stock from the alternate cashless exercise

of 0.0314 Series A warrants with an original exercise price of $ 200,000 and alternate cashless exercise price of $ 0.001 or the par value

of common stock.

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 by using the relative fair

value method.

The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084 using a Black-Scholes

model with the following assumptions:

stock price at valuation date of $ 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 % and

was recorded to additional paid in capital (see Note 5).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

the year ended June 30, 2024, the Company issued an aggregate of 105 shares of common stock from the alternate cashless exercise of 0.000001

Series A warrants with an original exercise price of $ 12,000,000,000 and alternate cashless exercise price of $ 60 or the par value of

common stock.

9 – COMMITMENTS AND CONTINGENCIES

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are owed under the agreement.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Collaboration

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

of June 30, 2025 and 2024, the Company has $ 51,468 and $ 47,531 , respectively, balance due to the University for unreimbursed lab fees,

2 unchanged sentences

2024, there are no royalty fees owed to the University.

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

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

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

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

The Company agreed to increase the consultant’s diluted

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

All service fees are non-refundable.

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

On November 16, 2022, the Company

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

Additionally, on June

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

from April 2023 to June 2023.

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

Accordingly, the Company

has $ 0 balance owed to such consultant as of June 30, 2024.

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

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

(“Offering”).

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

closing if any of the Offering.

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

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

The Company shall pay compensation

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

The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to

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

The Company shall pay compensation for:

Financing Fees:

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

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

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

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

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

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The Company paid $ 25,000 in May

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

2024 which was recorded as deferred offering cost as of June 30, 2025 and 2024 for both periods.

During the year ended June 30, 2025

and 2024, EF Hutton did not close any offering and the Company engaged another underwriter for an Offering that closed in August 2025.

August 14, 2025, the Company entered into an underwriting agreement with D.

Boral Capital, LLC, as representative (the “Representative”)

of the underwriters (the “Underwriters”) in connection with a public offering of the Company’s common stock, par value

$ 0.001 (the “Common Stock”).

The Underwriting Agreement provides for the offer and sale of 1,000,000 shares of Common Stock

at a price to the public of $ 4.00 per share (the “Offering”).

In connection therewith, the Company agreed to issue to the

Representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share (the “Representative’s

The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February

15, 2026 through August 15, 2030 and contain provisions for cashless exercise.

The Company also granted the Underwriters an overallotment

option for a period of 45 days to purchase up to an additional 150,000 shares of common stock.

The Offering was made pursuant to a Registration

Statement on Form S-1 and a related prospectus filed with the Securities and Exchange Commission (“SEC”), which was declared

effective by the SEC on August 13, 2025.

The Underwriting Agreement includes customary representations, warranties and covenants by the

It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the

Securities Act of 1933, as amended or contribute to payments the Underwriter may be required to make because of any of those liabilities.

Company accrued $ 115,000 for services rendered by the Underwriters as of June 30, 2025 which was recorded as deferred offering cost.

No payment was made during the year ended June 30, 2025.

The Company paid the underwriting expenses in August 2025 upon closing of the

Offering (see Note 13).

Leases – Related Party

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$ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

May 4, 2025, the Company entered in a one-year 1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300

AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year 2 term.

On May 4, 2025, the Company recorded right-of-use assets of $ 62,126 and total lease liabilities of $ 62,126 based on an incremental borrowing

rate of 12 %.

is summarized below:

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Fiscal Year 2026

Fiscal Year 2027

Fiscal Year 2028

Imputed interest

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weighted average remaining lease term for the operating lease is 2.77 years as of June 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

10 – RELATED PARTY TRANSACTIONS AND BALANCES

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transactions have included the following:

of June 30, 2024 and 2023, the Company owed its former director a total of $ 29,759 and $ 29,630 , respectively, related to expenses paid

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

of June 30, 2024 and 2023, the Company owed its former director a total of $ 49,528 and $ 49,314 , respectively, for money loaned to the

Company, throughout the years.

The total loans balance owed at June 30, 2024 and 2023 is not interest bearing (see Note 5).

of June 30, 2025 and 2024, the Company owed its former director a total of $ 0

and $ 29,759 ,

respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property.

Additionally,

as of June 30, 2025 and 2024, the Company owed its former director a total of $ 0

and $ 49,528 ,

respectively, for money loaned to the Company, throughout the years.

On January 23, 2025, the Company entered into a Debt Exchange with

the former director and issued 30,000

shares of common stock in exchange for the total outstanding

loans of $ 74,395

(see Note 4).

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

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and reflected as occupancy expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

payable - Related Party

November 2023, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 .

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

payable - Related Party (see Note 5)

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

of $ 71,629 .

Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639

These loans bear no interest and are payable on demand.

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

The Company repaid $ 12,000 AUD of this

loan on August 19, 2025.

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 was due on February 28, 2024 and $ 105,000 AUD was due on April 2, 2024.

The loan bears an interest

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

Such loan is past due and currently in default.

January 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 25,000

AUD ($ 15,485 USD).

This loan bore no interest and was payable on demand.

The Company fully repaid this loan on August 19, 2025.

April 12, 2025, 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 $ 63,188 AUD ($ 39,625 USD).

used the net proceeds for general working capital purposes.

The maturity date was on June 30, 2025 .

The loan bore an interest rate of

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

The Company fully repaid this loan on August 19, 2025.

June 13, 2025, 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 $ 15,000 AUD ($ 9,675 USD).

used the net proceeds for general working capital purposes.

The maturity date was on June 30, 2025 .

The loan bore an interest rate of

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

The Company fully repaid this loan on August 19, 2025.

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,

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

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

2 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 (see Note 5).

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

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not to renew.

The Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement continues in effect, as amended on October 26, 2022 (see below).

The Nathanielsz Employment Agreement provides Mr.

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USD), effective July 1, 2022.

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

Effective February 1, 2018, Mrs.

Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.

Effective February 1, 2018, Mrs.

Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.

to a February 25, 2016 board resolution, James Nathanielsz was paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose of acquiring

and maintaining an automobile.

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

Nathanielsz’s car allowance which expired in August 2022.

and maintaining an automobile which car allowance expired in August 2022.

For the fiscal years ended June 30, 2025 and 2024, $ 6,866 USD

and $$ 17,714 USD, respectively, was paid to Mr.

Nathanielsz for use of a vehicle.

Nathanielsz for vehicle related expenses.

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

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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 $ 144,166 AUD ($ 99,691 USD) in payments

were made in respect of the bonuses during the year ended June 30, 2022 resulting in a remaining balance of $ 181,324 AUD ($ 125,386 USD)

bonus payable as of June 30, 2022, which was included in accrued expenses in the accompanying consolidated balance sheet.

$ 73,387 AUD ($ 48,905 USD) in payments were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining

balance of $ 107,937 AUD ($ 71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated

balance sheet.

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.

total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024.

1 unchanged sentence

the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 141,118 USD) bonus payable

as of June 30, 2024 which was included in accrued expenses in the accompanying consolidated balance sheet.

as of June 30, 2024.

In June 2025, the Board approved a bonus of $ 198,000 AUD or $ 130,106 USD resulting in a remaining balance of $ 415,540

AUD ($ 273,051 USD) bonus payable as of June 30, 2025 which was included in accrued expenses in the accompanying consolidated balance

and Restated Employment Agreement

May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment

Agreement”) with Mr.

Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000

AUD ($ 309,313 USD).

May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the

“Employment Agreement”) with Mr.

Nathanielsz for a term of three

years , subject to automatic one-year renewals, at an annual salary of $ 400,000

AUD ($ 309,313

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 June 30, 2024 and 2023.

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 June 30, 2025 and 2024.

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

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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 June 30, 2024 and 2023.

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 restricted stock units that are considered issuable as of

June 30, 2025 and 2024.

of June 30, 2025 and 2024, total accrued salaries of $ 202,000 AUD ($ 132,734 USD) and $ 148,000 AUD ($ 97,044 USD), respectively, were included

in accrued expenses in the accompanying consolidated balance sheets.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

Employee Benefit Liability

As of June 30, 2025 and 2024, total employee benefit liability of $ 667,901 and $ 639,371 , respectively, consist of unpaid or unused annual

leave and long service leave by Mr.

Nathanielsz and Sylvia Nathanielsz, as reflected in the accompanying 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 June

8 unchanged sentences

has not experienced any losses in such accounts through June 30, 2025.

fiscal 2023, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of

$ 79,111 for original issue discounts and debt issue costs from each of the five lenders of $ 101,250 , $ 189,000 , $ 150,000 , $ 50,000 and

$ 100,000 , respectively, which represents approximately 17 %, 32 %, 25 %, 8 % and 18 %, respectively, of total proceeds received by the Company

during fiscal 2023.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

fiscal 2024, the Company primarily relied on funding from five convertible and non-convertible debt lenders and received net proceeds

2 unchanged sentences

by the Company during fiscal 2024.

fiscal 2025, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of

$ 46,200 for original issue discounts and debt issue costs from each of the five lenders of $ 160,000 , $ 180,000 , $ 125,000 , $ 245,640 and

$ 98,060 , respectively, which represents approximately 18 %, 20 %, 14 %, 28 % and 11 %, respectively, of total proceeds received by the Company

during fiscal 2025.

Concentration

29 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

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

The Company had $ 110,500 (3 notes) and $ 75,300 (2 notes) of convertible debt,

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

The Company had $ 291,650 (9 notes) and $ 110,500 (3 notes) of convertible

debt, which were treated as derivative instruments outstanding at June 30, 2025 and 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 June 28, 2024, the last trading day of the period ended June 30, 2024, was $ 0.0013 per share.

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

30, 2024 are indicated in the table that follows.

The expected term is equal to the remaining term of the warrants or convertible instruments

and the risk-free rate is based upon rates for treasury securities with the same term.

price of the Company’s common stock at June 30, 2025 was $ 4.15 per share.

The volatility, expected remaining term, and risk-free

interest rates used to estimate the fair value of derivative liabilities at June 30, 2025 and 2024 are indicated in the table that follows.

The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates

for treasury securities with the same term.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2025 and 2024

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

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during the year ended June 30, 2025)

Expected Remaining Term (in years)

(on new derivative

instruments entered

during the year ended June 30, 2024)

Expected remaining term

Risk-free interest rate

4.21 - 4.29 %

Expected dividend yield

6 unchanged sentences

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 June 30, 2024:

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

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

6 unchanged sentences

option liabilities

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONSOLIDATED FINANCIAL STATEMENTS

30, 2024 and 2023

following is a roll forward for the years ended June 30, 2025 and 2024 of the fair value liability of price adjustable derivative instruments:

3 unchanged sentences

derivative liability recorded as debt discount

Initial fair value of embedded conversion option

derivative liability recorded as derivative expense

Gain on debt extinguishment

10 unchanged sentences

Balance at June 30,

13 – SUBSEQUENT EVENTS

Payable – Related Party

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 ($ 97,649 USD).

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

The maturity date of the

Loan is November 1, 2024 , or sooner at the discretion of the Company, and the Loan bears an interest rate of 12 % per annum and default

interest rate of 18 % per annum.

The Company has the right to prepay in full at any time with no prepayment penalty.

By mutual consent

the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at

a 35 % discount to lowest daily balance of the five preceding trading days.

August 26, 2024, the Company entered into and closed a loan agreement with one of the members of the Board of Directors of the Company

(the “Board Member”), pursuant to which the Board Member loaned the Company an aggregate principal amount of $ 85,000 AUD

($ 57,638 USD).

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

There is no maturity date

or interest rate on this loan and it is intended to be repaid as soon as practicable at the discretion of the Company.

of convertible notes

Capital Partners, LLC Securities Purchase Agreement

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

purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 ,

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

The GS Capital Note contains a $ 3,000

original issue discount.

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

maturity date of the GS Capital Note is February 2, 2025 .

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

The initial conversion price

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

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

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

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

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

Pursuant to the Note, in the event that such conversion

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

split of its Common Stock, as applicable.

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

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

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

the holder of the Note).

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

liabilities at fair value.

BIOPHARMA, INC.

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30, 2025 and 2024

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

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

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

After this initial

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

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

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

In the event that

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

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

the conversion notice was delivered to the Company.

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

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

principal amount increases by 20 %.

above GS Capital note will be bifurcated from the embedded conversion option which shall be recorded as derivative liabilities at fair

13 – SUBSEQUENT EVENTS

of promissory note

July 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to

purchase a promissory note from the Company in the aggregate principal amount of $ 82,500 ,

for a purchase price of $ 75,000 .

Such note is a non-convertible note.

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

maturity date of the note is September

15, 2025 and bears interest at a rate of 10 %

per annum and default interest rate of 18 %

of the note may occur as follows:

(a) if the Company repays this note on or before August 18, 2025, then Company shall pay investor

in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of the note (the “Principal

Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;

and (b) if the Company repays the

note after August 18, 2025 and on or before September 18, 2025, then Company shall pay investor in cash the sum of one hundred

twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such time, and any

other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may agree to

effect repayment.

The Company fully repaid this note in August 2025.

of convertible note

Diagonal Lending

22, 2025 Securities Purchase Agreement

July 22, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant

to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 112,350 ,

for a purchase price of $ 107,000 .

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

date of the note is April 30, 2026 , and bears interest at a rate of 10 % per annum.

Such principal and the interest thereon are convertible

into shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days from the date of issuance.

note contains debt issue costs of $ 7,000 .

The conversion price for this note is equal to 75 % ( 25 % discount) of the market price which

means the average of the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of

a notice of conversion.

The Company fully repaid this note in August 2025.

Payable – Related Party

July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company

an aggregate of $ 110,000 AUD ($ 71,450 USD).

These loans bore no interest and were payable on demand.

The Company fully repaid these loans

on August 19, 2025.

Agreement and the Closing of Offering

August 14, 2025, the Company entered into an underwriting agreement with D.

Boral Capital, LLC, as representative of the underwriters

in connection with a public offering of the Company’s common stock.

The Underwriting Agreement provides for the offer and sale

of 1,000,000 shares of common stock at a price to the public of $ 4.00 per share (the “Offering”).

In connection therewith,

the Company agreed to issue to the Representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share

(the “Representative’s Warrants”).

The Representative’s Warrants are exercisable at any time and from time to

time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision.

The Company also

granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 150,000 shares of common stock.

August 18, 2025, the Offering was completed.

At the closing, the Company (i) sold 1,000,000 shares of Common Stock for total gross proceeds

of $ 4,000,000 , and (ii) issued the Representative’s Warrants.

After deducting the underwriting commissions and Offering expenses,

the Company received net proceeds of $ 3,340,000 .

issued for conversion of convertible debt

July 1, 2024 through September 19, 2024, the Company issued an aggregate of 209,219,529 shares of its common stock at an average contractual

conversion price of $ 0.0003 as a result of the conversion of principal of $ 44,925 , accrued interest $ 7,053 and conversion fees of $ 2,548

underlying certain outstanding convertible notes converted during such period.

The Company reclassified $ 9,337 in put premiums to additional

paid in capital following these conversions.

August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August

12, 2024 to October 12, 2024 for a total fee of $ 7,500 for each consultant.

In August 2024, the Company issued an aggregate of 15,000,000

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

Those shares were valued at approximately $ 0.001 per

share or $ 15,000 , being the closing price of the stock on the date of grant to such consultants.

August 2025 through September 2025, the Company issued an aggregate of 194,966 shares

of its common stock at an average contractual conversion price of $ 1.75 as

a result of the conversion of principal of $ 257,857 ,

default penalty of $ 41,563 , accrued interest $ 36,430 and

conversion fees of $ 4,906 underlying

certain outstanding convertible notes converted during such period (see Note 6).

The Company reclassified $ 114,400 in

put premiums to additional paid in capital following these conversions.

BIOPHARMA, INC.

2 unchanged sentences

30, 2025 and 2024

Reverse Stock Split (Unaudited)

On August 7, 2024, the Company received written consent

in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of August 7,

2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to, and the Company

accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock

at a ratio somewhere between one post-split share per ten thousand pre-split shares (1:10,000) and one post-split share per one hundred

thousand pre-split shares (1:100,000) (the “Reverse Stock Split”) .

Proportional adjustments for the Reverse Stock Split will

be made to the Company’s outstanding stock options, warrants and equity incentive plans.

The Company is awaiting the approval of

Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split.

unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split.

assumption to the loss per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of

shares from the ratio.

SCHEDULE OF LOSS PER SHARE BASIS OF REVERSE

Historical per share data – (Pre- Split basis)

June 30, 2024

June 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

The assumption inherent in the table below is a reverse

split of 1:100,000.

Historical per share data – (Post- Split basis)

June 30, 2024

June 30, 2023

Net loss available to Common Stockholders

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

The table below shows the

loss per share effect of reverse stock splits at 1:10,000, 1:50,000 and 1:100,000:

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Net losses available to common stockholders

Weighted Average Shares Outstanding

Loss per share

On August 19, 2025, the Company fully repaid the total principal of promissory notes issued from August 2023 to June

2025 amounting $ 352,405 including total accrued interest and default penalty of $ 34,320 (see Note 6).

July 2025 and August 2025, the Company fully repaid certain promissory notes issued from January 2025 to June 2025 with aggregate principal

amount of $ 212,060 , and accrued interest of $ 31,809 (see Note 6).

August 12, 2025 and August 15, 2025, the Company made the three installment payments under a certain promissory note issued in December

2024 for a total payment of $ 21,218 (see Note 6).

August 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025

with aggregate principal amount of $ 225,188 AUD ($ 144,618 USD), and accrued interest of $ 6,205 AUD ($ 3,985 USD) (see Note 5).

August 15, 2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related

services for a monthly fee of $ 100,000

and a one-time payment of $ 300,000

upon signing this agreement.

On August 30, 2025, the Company

amended this agreement whereby the Company agreed to provide additional compensation by issuing 500,000

shares of common stock every three months.

The first issuance

of shares shall occur on September 1, 2025 and subsequent issuances shall occur on the first day of every three-month period thereafter.

Except for the changes made in the amendment, all other terms and provisions of the original agreement shall remain unchanged and in

full force and effect.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data