What changed in this filing

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Item 9A. Controls and Procedures

2025-09-29 compared with 2024-09-30 · 581 added, 303 removed, 511 unchanged (63% of the section changed)

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Weaknesses and Corrective Actions

connection with the audits of our financial statements for the fiscal years ended June 30, 2024 and 2023, we identified certain deficiencies

connection with the audit of our financial statements for the fiscal year ended June 30, 2025, we identified certain deficiencies

relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public

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should be performed by separate individuals.

of audit committee of our board of directors;

monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge

outsource certain of the functions that would normally be performed by a principal financial officer to assist us in implementing the

necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S.

and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the

lack of sufficient resources to hire such staff and implement these accounting systems.

plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit

committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel

and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional

If we receive sufficient capital, we hope to increase the chief financial officer’s role from part-time to full-time as

the next step in building out our accounting department.

We will need to take additional measures to fully mitigate these issues, and

the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified,

(2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses

will not result in a material misstatement of our annual or interim financial statements.

In addition, other material weaknesses may

be identified in the future.

If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record,

process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC

will be adversely affected.

This failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors

to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally

materially and adversely impact our business and financial condition.

believe that these material weaknesses primarily relate, in part, to the lack of robust accounting systems.

plan to take several actions to correct these material weaknesses including, but not limited to, establishing an audit committee of

our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and

retaining third-party consultants to review our internal controls and recommend improvements.

We have also defined the chief

financial officer’s role as full-time as the next step in building our accounting department.

to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our

internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or

(3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our

annual or interim financial statements.

In addition, other material weaknesses may be identified in the future.

If we are unable to

correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial

information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected.

failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors to lose confidence in

our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and

adversely impact our business and financial condition.

Report of the Independent Registered Public Accounting Firm

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following table sets forth certain information regarding our current executive officers and directors as of September 25, 2025:

Executive Officer, Chief Financial Officer, and Director

Executive Officer, and Director

Financial Officer

Julian Kenyon

Scientific Officer and Director

VanBroekhoven

following is a biographical summary of the experience of each of our executive officers and directors:

Nathanielsz has served as Chief Executive Officer and director of our Company since its inception and has served as our Chief Financial

Officer since December 2020.

He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our Australian subsidiary,

since October 2007.

Nathanielsz has served as Chief Executive Officer and director of our Company since its inception and has served as our Chief

Financial Officer since December 2020.

He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our

Australian subsidiary, since October 2007.

From July 2006 until October 2007, Mr.

Nathanielsz served as the New Products Manager of Biota Holdings Limited,

an anti-infective drug development company in Australia.

He holds no other public directorships and has not held any others during the

previous five years.

Nathanielsz served as the New Products Manager of

Biota Holdings Limited, an anti-infective drug development company in Australia.

He holds no other public directorships and has not

held any others during the previous five years.

Nathanielsz graduated with a Bachelor of Applied Science from Swinburne University of Technology in Melbourne, Australia, majoring in

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company experience, particularly with biotech companies.

Julian Kenyon has served a director of our Company and as Scientific Director since inception and has served as our Chief Scientific

Officer since May 2019.

Kenyon co-founded Propanc PTY LTD, our Australian subsidiary, and was appointed as a director of Propanc

PTY LTD on February 12, 2008.

Zimmerman was appointed as Chief Financial Officer on August 13, 2025.

Zimmerman graduated from St.

Jospeh’s College with

a Bachelor of Science degree in accounting.

She began her business career at SEC Solutions Group, LLP, which specialized in providing

public companies with assistance with their SEC filing requirements where she assisted on all phases of the public filings, including

audit and review preparation, internal control and SOX 404 testing, financial statement analysis and review, and audit documentation

Following that, Ms.

Zimmerman joined two different public and not-for-profit accounting firms, where she worked with a variety

of clients including real estate, school districts, manufacturing, distribution, logistics, waste management, and communications.

has vast experience with small and large organizations, with an extensive knowledge of the Accounting Standards Codification.

Julian Kenyon has served director of our Company and as Scientific Director since inception and has served as our non-executive

Chief Scientific Officer since May 2019.

Kenyon co-founded Propanc PTY LTD, our Australian subsidiary, and was appointed as a

director of Propanc PTY LTD on February 12, 2008.

Since 2000, Dr.

Kenyon has served as an integrated medical physician and Medical Director of the Dove Clinic

for Integrated Medicine in Winchester and London.

He holds no other public directorships and has not held any others during the previous

Kenyon has served as an integrated medical physician and Medical

Director of the Dove Clinic for Integrated Medicine in Winchester and London.

He holds no other public directorships and has not

held any others during the previous five years.

Kenyon graduated from the University of Liverpool with a Bachelor of Medicine and Surgery and with a research degree, Doctor of Medicine.

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skills and perspectives based on, among other factors, his position with Propanc PTY LTD.

Zelinger has served as a director of our Company since December 2020.

Zelinger has served as director of our Company since December 2020.

He holds no other public directorships and has not held any

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is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a director of

Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting

services as a sole trader.

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a

director of Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides

tax and accounting services as a sole trader.

Zelinger commenced his career as an accountant at L.M.

Stanton & Partners - Chartered Accountants,

subsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a director, where he served in

such roles until 1983.

Stanton & Partners -

Chartered Accountants, subsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a

director, where he served in such roles until 1983.

the mid-1980s, Mr.

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board of directors has concluded that Mr.

Zelinger is well-qualified to serve on our board of directors due to his experience as a director,

Zelinger is well-qualified to serve on our board of directors due to his experience as director,

his corporate governance, tax and auditing expertise, his investment and involvement with the Company since 2010 and his other relevant

qualifications, skills and perspectives based upon his professional experience.

Himy, Director

Joseph Himy is an experienced Chief Financial Officer with 20 years of diversified practice in a broad range of industries and with businesses

of a variety of sizes.

He received a Bachelor of Science degree in Accounting from Brooklyn College.

began his financial career with the big four accounting firm Deloitte & Touche where he was promoted to audit manager within the

banking and broker dealer business unit.

As Vyteris Inc.’s Chief Financial Officer and member of its management team, Mr.

supervised the preparation of financial statements, developed corporate-wide business strategies, was a member of Vyteris’

business development team, and managed the company’s relationships with its bankers, board of directors and investors.

member of Vyteris business development team, Mr.

Himy acquired the licenses for complementary drug delivery technologies, introduced

Vyteris to an international pharmaceutical to evaluate its infertility technology and was involved in the due diligence and analysis

of acquiring other drug delivery technologies.

Himy previously held the position of manager of financial reporting at LeCroy

Corporation, where he was responsible for implementation of Sarbanes Oxley 404, corporate governance and regulatory compliance in

addition to treasury operations and investor relations.

Before that, Mr.

Himy directed the rapid expansion of Delta Three,

Inc.’s foreign subsidiary, from 5 to 75 employees in his capacity there as Financial Manager.

Himy is the managing director of the CFO Squad.

The CFO Squad is a financial and business advisory firm providing outsourced CFO

advisory and regulatory consulting services for private and public companies.

The CFO Squad services include a wide scope of

accounting functions including SEC services, advisory board services, tax advisory services, management consulting services,

regulatory consulting, infrastructure development, internal control evaluations and retainer CFO assignments, etc.

board of directors has concluded that Mr.

Himy is well-qualified to serve on our board of directors due to his experience as a principal

financial officer with diverse companies and his other relevant qualifications, skills and perspectives based upon his professional experience.

Van Broekhoven Director

Dr Annie Van Broekhoven received her Ph.D in Cell Biology from the University of Antwerp in 1978.

She is the former CEO of Q-Biologicals

and has been active in the production of biological materials under cGMP for more than 20 years.

Besides this, she is a Professor at

the University of Antwerp, Belgium, where she is teaching industrial biotechnology and microbiology.

She has been a WP-leader in the

EU FP7 project entitled “Child-Innovac” where she was responsible for the process development, cGMP production and release

of a live attenuated Bordetella pertussis vaccine which has been used in the Child-Innovac clinical trials.

board of directors has concluded that Dr.

Van Broekhoven is well-qualified to serve on our board of directors due to her experience and

leadership in the biotechnology industry and experience with clinical trials as well as her other relevant qualifications, skills and

perspectives based upon her professional experience.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed

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board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to Rule 5605(a)(2) of The Nasdaq Stock Market LLC (“Nasdaq”) and applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships that each of our directors has with us and all other

facts and circumstances our board of directors deemed relevant in determining their independence.

board of directors has no separately designated committees and our board members carry out the functions of both an audit committee and

a compensation committee.

We do not have an audit committee financial expert serving on our board of directors.

Due to our limited financial

resources, we are not in a position to retain an independent director with the qualifications to serve as an audit committee financial

expert at this time.

director pursuant to applicable SEC rules and regulations and pursuant to NASDAQ Rule 5605.

In making this determination, our board of

directors considered the relationships that such director has with us and all other facts and circumstances that our board of directors

deemed relevant in determining his independence.

Advisory Board

have a Scientific Advisory Board that provides advice to our management relating to the following:

have formed a scientific advisory board (the “Scientific Advisory Board”) that provides advice to our management relating

to the following:

identification, assessment, evaluation, selection, conduct and management of research projects, both those which are under review

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within our Company.

The Scientific Advisory Board will generally be composed of an advisory panel of clinicians with expertise in translational

The Scientific Advisory Board is composed of an advisory panel of clinicians with expertise in translational research.

of September 25, 2025, the members of our Scientific Advisory Board were:

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of the members of our Scientific Advisory Board acts as an independent consultant and is compensated on an hourly basis for his or her

There is presently no stock-based compensation for their services.

There is presently no stock based compensation for such services.

In addition, we may have relationships with entities with

which the members may be associated.

which such members may be associated.

Kutz is also acting as Chief Medical Officer for Propanc in a non-executive capacity.

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rate as per his advisory board agreement.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in a full-time

executive officer capacity at a time that is mutually agreed upon between both parties.

Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in either a full-time

or part-time executive officer capacity at a time that is mutually agreed upon between both parties.

following is a biographical summary of the experience of each member of our Scientific Advisory Board:

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He has spent time at the University of Sassari in Italy and as visiting professor.

He is the inventor of 14 patents, 4 of them licensed.

He is inventor of 14 patents, 4 of them licensed.

He is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee

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immense experience in in vivo pharmacology and anti-cancer drug profiling.

Brandt received his License (BSc in Biochemistry and Animal

Brandt received his Licence (BSc in Biochemistry and Animal

Physiology) in 1986, and his PhD in Biochemistry in 1991 from the Martin-Luther University of Halle-Wittenberg in Germany.

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to the pre-clinical research market.

board of directors takes a company-wide approach to risk management.

Our board of directors determines the appropriate risk level for

us generally, assesses the specific risks faced by us and reviews the steps taken by management to manage those risks.

While our board

of directors has ultimate oversight responsibility for the risk management process given that no board committees have yet been formed.

Our board of directors will be responsible for overseeing the management of risks associated with the independence of our board of directors.

our board of directors has established a compensation committee, it remains responsible for, among other things, overseeing the management

of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards is administered.

Until our board of directors has established an audit committee, it will oversee, among other things, our corporate accounting and financial

reporting process and oversees the audit of our financial statements and the effectiveness of our internal control over financial reporting.

Until our board of directors has established a nominating committee, it will be responsible for among other things, making recommendations

regarding candidates for directorships, reviewing developments in corporate governance practices and developing a set of corporate governance

Leadership Structure and Risk Oversight

Board oversees our business and considers the risks associated with our business strategy and decisions.

The Board currently

implements its risk oversight function.

As such, it is important for us to have our Chief Executive Officer serve on the Board as he

plays key roles in risk oversight of our Company.

Each of the Board committees will also provide risk oversight in respect of its

areas of concentration and report material risks to the Board for further consideration.

Board will has established the following three standing committees:

audit committee (the “Audit Committee”);

committee (the “Compensation Committee”);

and nominating and governance committee (the “Nominating Committee”).

Our independent directors will serve on each committee.

Our Board will adopt written charters for each of these committees.

Copies of the charters will be available on our website at www.propanc.com.

Our Board may establish

other committees as it deems necessary or appropriate from time to time.

Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating

such creation or delegation.

The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board.

creation or appointment of a committee does not relieve the Board or its members of their standard of care

Audit Committee, among other things, will be responsible for:

approving the compensation of;

overseeing the work of;

and assessing the independence, qualifications, and performance of the independent

the internal audit function, including its independence, plans, and budget;

in advance, audit and any permissible non-audit services performed by our independent auditor;

our internal controls with the independent auditor, the internal auditor, and management;

the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

our financial compliance system;

our major risk exposures regarding the Company’s accounting and financial reporting policies, the

of our internal audit function, and information technology.

Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit

committee members under SEC rules and Nasdaq listing rules.

The Board will adopt a written

charter setting forth the authority and responsibilities of the Audit Committee.

The Board will affirmatively determine that each member

of the Audit Committee is financially literate, and that it has a member who meets the qualifications of an Audit Committee financial

expert under the rules promulgated by the SEC.

Audit Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven and Josef Zelinger will chair the Audit Committee.

We believe that, after consummation of this offering, the functioning of the Audit Committee will comply with the applicable requirements

of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee will be responsible for:

and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

and administering the Company’s executive compensation plans, including equity-based awards;

and overseeing employment agreements with officers and directors;

how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking

The Board will adopt a written charter setting forth the authority and responsibilities of the

Compensation Committee.

Compensation Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven Josef Zelinger will chair the

Compensation Committee.

The Board has affirmatively determined that each member of the Compensation Committee meets the independence

criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules.

The Company believes that, after the

consummation of the offering, the composition of the Compensation Committee will meet the requirements for independence under, and

the functioning of such Compensation Committee will comply with any applicable requirements of the rules and regulations of Nasdaq

listing rules and the SEC.

and Corporate Governance Committee

Nominating and Corporate Governance Committee, among other things, will be responsible for:

and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion

and succession issues;

and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity

considerations, for the full Board and each committee;

presenting to the Board a list of individuals recommended to be nominated for election to the Board;

evaluating, and recommending changes to the Company’s corporate governance principles and committee charters;

to the Board individuals to be elected to fill vacancies and newly created directorships;

the Company’s compliance program, including the code of business conduct and ethics;

and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including

leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The Board will adopt a written charter setting forth the authority and responsibilities of the Nominating

and Corporate Governance Committee.

Nominating and Corporate Governance Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven.

Josef Zelinger will

chair the Nominating and Corporate Governance Committee.

The Board has determined that each member of the Nominating and Corporate Governance

Committee is independent within the meaning of the independent director guidelines of Nasdaq listing rules.

Committee Interlocks and Insider Participation

of the Company’s executive officers serves, or in the past has served, as a member of the Board or the Compensation Committee,

or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the

Board or its Compensation Committee.

None of the members of the Compensation Committee is, or has ever been, an officer or employee of

Governance Guidelines

to the completion of this offering, the Board will adopt corporate governance guidelines in accordance with the corporate governance

rules of Nasdaq.

in Certain Material Legal Proceedings During the Last Ten Years

the past ten years, none of our current directors or executive officers has been:

subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking

by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a

federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended, or vacated, relating to an alleged

violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions

or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,

any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members

or persons associated with a member.

of our directors, officers or affiliates, or any beneficial owner of 5% or more of our Common Stock, or any associate of such persons,

is an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries.

board of directors has adopted a Clawback Policy (the “Clawback Policy) to apply to all our executive officers.

The purpose of

the Clawback Policy is to recoup incentive compensation awarded to executive of the Company if the Company’s financial statements

are required to be restated, regardless of cause, including, without limitation, due to:

(i) material noncompliance with any financial

reporting requirements under the federal securities laws, (ii) an error, miscalculation or omission, or (iii) the commission of an act

of fraud or other misconduct, including dishonesty, unethical conduct or falsification of the Company’s records, then the Compensation

Committee shall, on behalf of the Company and to the extent legally possible, recoup any incentive compensation awarded or paid to any

Executive Officer during the Recoupment Period of three (3) years.

board of directors has adopted a Code of Ethics (the “Code of Ethics”) to apply to all of our directors, officers and employees.

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James Nathanielsz (1)

Chief Executive Officer

$ 102,195 (3)

Chief Executive Officer and Chief Financial Officer

$ 130,086 (3)

purposes of the information included in this “Executive Compensation” section, including the table above, the conversion

rates as of June 30, 2024 and 2023, $0.6693 and $0.6664, respectively, were used to convert dollar amounts from AUD to USD.

rates as of June 30, 2025 and 2024, $0.6570 and $0.6693, respectively, were used to convert dollar amounts from AUD to

the Nathanielsz Employment Agreement (as defined below), Mr.

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Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1,

No bonus was approved in fiscal year 2023.

In January 2024, the Board

approved a bonus of $150,000 AUD or $102,195 USD.

January 2024, the Board approved a bonus of $150,000 AUD or $102,195 USD.

In June 2025, the Board approved a bonus of $198,000 AUD

or $130,086 USD.

the Nathanielsz Employment Agreement, Mr.

Nathanielsz receives a 11.0% contribution to a pension of which he is the beneficiary and

Nathanielsz receives an 11.0% contribution to a pension of which he is the beneficiary and

amounted to $30,222USD and $27,038 USD for the years ended June 30, 2025 and 2024, respectively.

In addition, pursuant to the Nathanielsz

Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

Nathanielsz use of a vehicle and certain fringe

For the fiscal years ended June 30, 2024 and 2023, $17,714 USD and $3,344 USD, respectively, was paid to Mr.

for use of a vehicle.

In addition, pursuant to the

Nathanielsz Employment Agreement, we may make a monthly payment to cover the costs relating to Mr.

Nathanielsz use of a vehicle and

certain fringe benefits.

For the fiscal years ended June 30, 2025 and 2024, $6,866 USD and $17,714 USD, respectively, was paid to

Nathanielsz for vehicle expenses.

to Summary Compensation Table

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Nathanielsz’s pension equal to 9.5% of his monthly salary.

may convert any accrued but unpaid salary into Common Stock at the end of each fiscal year at a conversion price to be determined by

Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.

1, 2022, the board of directors approved an increase of Mr.

Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to

$600,000 AUD ($414,900 USD), effective July 1, 2022.

Nathanielsz may convert any accrued but unpaid salary into Common Stock at the

end of each fiscal year at a conversion price to be determined by Mr.

Nathanielsz and the Company, which will in no event be lower than

par value or higher than the closing bid price on the date of conversion.

The Company has also agreed to pay Mr.

Nathanielsz an annual discretionary bonus in an amount up to 200% of his annual base salary, which

bonus shall be determined by the Board and based upon the performance of the Company.

Nathanielsz an annual

discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Board and based upon the

performance of the Company.

Nathanielsz is entitled to twenty days of annual leave and ten days of paid sick leave.

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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 $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board of

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

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

Such options and restricted stock units were granted pursuant

to the 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services Agreement.

Kenyon was granted options to purchase 0.000003 shares of Common Stock (the “Kenyon Options”), with an exercise price per

share of $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board

of directors), (ii) 0.000003 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.000003

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

Such options and restricted stock units were granted

pursuant to the 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services

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

One third of the Kenyon Options vest every successive one-year anniversary

following such effective date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject to the other

provisions of the Services Agreement.

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject to Dr.

One third of the Kenyon Options vest every successive one-year

anniversary following such effective date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon RSUs vest as follows, subject to

The Additional Kenyon RSUs vest as follows, subject

Kenyon’s continued employment with the Company through the applicable vesting date:

(i) 0.005 of the Additional Kenyon RSUs

vest upon the Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction to

be selected by the Company, (ii) 0.005 of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the amount

of at least $4,000,000 in gross proceeds, (iii) 0.005 of the Additional Kenyon RSUs vest upon the shares of Common Stock being listed

on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining 0.005 of the

Additional Kenyon RSUs vest upon the Company enrolling its first patient in the Study.

Each vested Kenyon RSU will be settled by delivery

Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the sole discretion

of the board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of Control (as defined in

the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date of Dr.

death or Disability (as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated either by the Company

without Cause or by Dr.

(i) 0.0000001 of the Additional Kenyon

RSUs vest upon the Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction

to be selected by the Company, (ii) 0.0000001 of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the

amount of at least $4,000,000 in gross proceeds, (iii) 0.0000001 of the Additional Kenyon RSUs vest upon the shares of Common Stock being

listed on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining 0.0000001

of the Additional Kenyon RSUs vest upon the Company enrolling its first patient in the Study.

Each vested Kenyon RSU will be settled

by delivery to Mr.

Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the sole

discretion of the board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of Control (as

defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date

Kenyon’s death or Disability (as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated

either by the Company without Cause or by Dr.

Kenyon for Good Reason (as each term is defined in the Services Agreement).

In the event of a Change of Control,

50% of any unvested portion of the Kenyon Options and the Kenyon RSUs vest immediately prior to such event.

of a Change of Control, 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs vest immediately prior to such event.

Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement.

There are de minimis

amount of vested options and vested restricted stock unit that are considered issuable as of June 30, 2025 and 2024.

Equity Incentive Plan

49 unchanged sentences

Unexercisable

Market Value or

James Nathanielsz (1)

$ 280,500,000,000

Julian Kenyon (2)

$ 255,000,000,000

May 14, 2019, the board of directors granted Mr.

Nathanielsz an option to purchase 0.04 shares of Common Stock at an exercise price

of $4,675,000 per share and 0.08 performance-based restricted stock units.

The fair value of such options and restricted stock units

at the grant date was $165,747 and $331,493, respectively.

0.04 of such restricted stock units vested on May 14, 2020 and the balance

is subject to performance conditions.

Nathanielsz an option to purchase 0.000001 shares of Common Stock at an exercise

price of $280,500,000,000 per share and 0.000001 performance-based restricted stock units.

The fair value of such options and restricted

stock units at the grant date was $165,747 and $331,493, respectively.

0.000001 of such restricted stock units vested on May 14,

2020 and the balance is subject to performance conditions.

May 14, 2019, the board of directors granted Mr.

Kenyon an option to purchase 0.02 shares of Common Stock at an exercise price of

$4,250,000 per share and 0.04 performance-based restricted stock units.

The fair value of such options and restricted stock units

at the grant date was $82,873 and $165,747, respectively.

0.02 of such restricted stock units vested on May 14, 2020 and the balance

is subject to performance conditions.

Kenyon an option to purchase 0.0000003 shares of Common Stock at an exercise price

of $255,000,000,000 per share and 0.000001 performance-based restricted stock units.

The fair value of such options and restricted

stock units at the grant date was $82,873 and $165,747, respectively.

0.0000003 of such restricted stock units vested on May 14,

2020 and the balance is subject to performance conditions.

Compensation for the Fiscal Year Ended June 30, 2025

Fees earned or

Option Awards

24 unchanged sentences

Advisory Board.

Brandt each are paid a monetary fee for each year of service provided.

following sets forth information as of October 5, 2023, regarding the number of shares of our Common Stock beneficially owned by (i)

Brandt are each paid a monetary fee for each year of service provided.

following sets forth information as of September 25, 2025, regarding the number of shares of our Common Stock beneficially owned by (i)

each person that we know beneficially owns more than 5% of our outstanding voting securities, (ii) each of our directors and named executive

officer and (iii) all of our directors and named executive officers as a group.

amounts and percentages beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership

officer and (iii) all our directors and named executive officers as a group.

amounts and percentages beneficially owned are reported because of SEC rules governing the determination of beneficial ownership

of securities.

11 unchanged sentences

c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124, Australia.

disclosure relating to the shares of Common Stock under this “Security Ownership of Certain Beneficial Owners and Management”

section reflects the Reverse Stock Split effected by the Company on May 1, 2023.

Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

2 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following sets forth information as of September 25, 2024 regarding the number of shares of our Common Stock beneficially owned by (i)

each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and named executive

officer and (iii) all of our directors and named executive officers as a group.

following sets forth information as of September 25, 2025 regarding the number of shares of our Common Stock and Series B Preferred Stock

beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock and Series B Preferred

Stock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officers as a group.

amounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of

14 unchanged sentences

c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

Common Stock Beneficially Owned

Beneficially Owned

Series B Preferred Stock Beneficially Owned

Name and Address of Beneficial Owner

Number of Shares Beneficially Owned

Directors and Executive Officers:

2 unchanged sentences

Josef Zelinger (4)

Joseph Himy (5)

Annie VanBroekhoven

Jeannine Zimmerman

All directors and executive officers, as a group (5 persons)

Non-Director or Officer 5% Stockholder:

Sylva International LLC

Represents less than 1%

Applicable percentages are based on 688,022,017 shares of our Common Stock outstanding as of September 25, 2024.

percentages are based on 12,806,747 shares of our Common Stock outstanding as of September 25, 2025.

holder of shares of Series B Preferred Stock is entitled to votes equivalent to the total number of shares of common stock outstanding

as of the record date for the determination of stockholders entitled to vote.

Includes (i) 5 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust.

1 unchanged sentence

In addition, such ownership

includes (ii) 0.04 vested stock options for the purchase of up to 0.04 shares of our Common Stock, (iii) 0.04 vested restricted stock

units and 2,800 shares of Common Stock held by Mrs.

includes (ii) 0.000001 vested stock options for the purchase of up to 0.000001 shares of our Common Stock, (iii) 0.000001 vested restricted

stock units and 800,001 shares of Common Stock held by Mrs.

Nathanielsz, the spouse of Mr.

Nathanielsz, as to which shares Mr.

Nathanielsz disclaims

beneficial ownership.

Such ownership excludes 0.04 restricted stock units subject to certain vesting conditions, as discussed above in

the section captioned “Executive Compensation - Employment Agreement with James Nathanielsz”.

Includes 3,425 shares of Common Stock and 0.02 vested stock options for the purchase of up to 0.02 shares of Common Stock and 0.02 vested

restricted stock units;

excludes 0.02 restricted stock units that are subject to certain vesting conditions, as discussed above in the

section captioned “Executive Compensation - Amended and Restated Services Agreement with Julian Kenyon”.

Beneficial ownership includes (i) 2,806 shares of Common Stock, (ii) up to 776,098 shares of Common Stock issuable upon exercise of a

Common Stock purchase warrant held by Aggro Investments Pty Ltd, which Mr.

Zelinger wholly owns and controls, which is subject to a 4.99%

beneficial ownership limitation providing that a holder of such warrant will not have the right to exercise any portion thereof if the

holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, as applicable, of the Common Stock outstanding,

provided that upon at least 61 days’ prior notice to us, the holder may increase or decrease such limitation up to a maximum of

9.99% of the shares of Common Stock outstanding.

Beneficial ownership excludes an aggregate of 14,223,902 shares of Common Stock issuable

upon exercise of such warrant as a result of the triggering of the 4.99% beneficial ownership limitations in such warrant.

The principal

business address of Aggro Investments Pty Ltd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185.

Includes all shares of Common Stock beneficially owned by our executive officers and directors, subject to any disclaimers set forth

in footnotes 2 and 3 of the table above.

Applicable percentage is based on one share of our Series B Preferred Stock outstanding as of September 25, 2024.

The holder of such

share has voting power equivalent of the number of votes equal to the total number of shares of Common Stock outstanding as of the time

of determination of stockholders entitled to vote.

disclaims beneficial ownership.

Such ownership excludes 0.000001 restricted stock units subject to certain vesting conditions, as discussed

above in the section captioned “Executive Compensation - Employment Agreement with James Nathanielsz”.

Includes 0.0000003 vested stock options for the purchase of up to 0.0000003 shares of Common Stock and 0.0000003 vested restricted stock

excludes 0.0000003 restricted stock units that are subject to certain vesting conditions, as discussed above in the section captioned

“Executive Compensation - Amended and Restated Services Agreement with Julian Kenyon”.

Beneficial ownership includes (i) 250 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant held by Aggro

Investments Pty Ltd, which Mr.

Zelinger wholly owns and controls, which is subject to a 4.99% beneficial ownership limitation providing

that a holder of such warrant will not have the right to exercise any portion thereof if the holder, together with its affiliates, would

beneficially own in excess of 4.99% or 9.99%, as applicable, of the Common Stock outstanding, provided that upon at least 61 days’

prior notice to us, the holder may increase or decrease such limitation up to a maximum of 9.99% of the shares of Common Stock outstanding.

The principal business address of Aggro Investments Pty Ltd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185.

Includes 50,000 shares held by The CFO Squad as nominee for Joesph Himy.

Himy has investing and dispositive power

and a pecuniary interest in such shares held by The CFO Squad.

Certain Relationships and Related Transactions, and Director Independence

5 unchanged sentences

Executive Compensation.”

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 AU$230,000.

Pursuant to such agreement, the term of such loan is three

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

A portion of the proceeds of such loan

were used to repay an outstanding balance of approximately $143,000 due on a convertible promissory note held by a third-party investor

and which had been in default.

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.

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.

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.

As 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

Effective 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).

The Company used the net

proceeds for general working capital purposes.

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

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

The Company has the right to prepay in

full at any time with no prepayment penalty.

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

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

Such loan is past due and currently in default.

Between 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.

Effective 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).

The Company 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.

In 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).

bore no interest and was payable on demand.

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

On 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).

The Company 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.

principal executive office is located at 302, 6 Butler Street, Camberwell, VIC, 3124, Australia, which we lease from Horizon Pty Ltd.,

5 unchanged sentences

per month plus taxes.

Nathanielsz has been an employee of the Company since October 2015.

On August 1, 2022, the Company’s Mr.

Nathanielsz’s annual

base salary increased from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022 and is entitled to benefits

customarily expected to be provided to employees of the Company.

October 1, 2020, the Company entered into a two-year collaboration agreement with the University of Jaén to provide certain research

services to the Company.

One of the Company’s Scientific Advisory Board is the lead joint researcher of University of Jaén.

Additionally, on July 27, 2022, the Company entered into a two-year research agreement with the University of Jaén to provide

certain research and experiment services to the Company.

Further, the Company agreed to pay royalties of 1% of net revenues each to two

members of the Scientific Advisory Board.

On May 4, 2025, the Company entered in a one-year 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 term.

and Director Compensation Arrangements

62 unchanged sentences

responsibilities to management.

Policies and Procedures

do not have an audit committee.

Our Board pre-approves all services provided by our independent registered public accounting firm.

of the above services and fees during the fiscal years ended June 30, 2024 and 2023 were reviewed and approved by our Board before the

respective services were rendered.

Exhibits, Financial Statement Schedules

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

Certificate of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August 13, 2020).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).

Certificate of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current Report on From 8-K filed on July 11, 2022)

Certificate of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company Current Report on Form 8-K filed on March 17, 2023).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).

Common Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-K filed on October 15, 2019)

Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

10% Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

8% Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

10% Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K April 1, 2022)

8% Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

8% Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

8% Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

8% Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

10% Convertible Note, dated August 15, 1022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

8% Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

10% Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit 4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023)

8% Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Form of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

8% Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 8, 2023).

10% Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Debt Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Debt Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Employment Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Director Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Form of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on March 25, 2016.

Amendment No.

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

Amendment No.

2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Amended and Restated Employment Agreement, dated as of May 14, 2019, by and between the James Nathanielsz and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Amended and Restated Services Agreement, by and between Julian Kenyon and the Company, dated as of May 19, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Director Agreement by and between Josef Zelinger and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2020).

Amended and Restated Director Agreement by and between Josef Zelinger and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Cancellation Agreement by and between James Nathanielsz and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Cancellation Agreement by and between Julian Kenyon and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Manufacturing Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Quality Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Propanc Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Form of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

Securities Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Securities Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Securities Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)

Securities Purchase Agreement, dated April 12, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Securities Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Securities Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Securities Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

Amended and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)

Securities Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Securities Purchase Agreement dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).

Common Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Registration Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Warrant Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Securities Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

July Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Equity Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Registration Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Securities Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023)

Securities Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 80K dated August 21, 2023)

Securities Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed September 28, 2023.

List of Subsidiaries (incorporated by reference to our Annual Report on Form 10-K filed September 28, 2023.

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1,

as amended, filed with the SEC on June 23, 2011).

of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed

with the SEC on June 23, 2011).

of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2

to the Company’s Current Report on Form 8-K filed on December 16, 2014).

of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to

the Company’s Current Report on Form 8-K filed on July 15, 2015).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1

to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2

to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed on June 21, 2019).

of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form

8-K filed on June 21, 2019).

of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August

of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).

of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current

Report on From 8-K filed on July 11, 2022)

of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on December 16, 2014).

of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed on July 15, 2015).

of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company

Current Report on Form 8-K filed on March 17, 2023).

of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on May 5, 2023).

Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-K filed

on October 15, 2019)

of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3,

of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3,

of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3,

of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3,

of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K dated October 8, 2019)

Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit

4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit

4.1 to the Company’s Current Report on Form 8-K April 1, 2022)

Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by

reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Convertible Note, dated August 15, 1022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to

the Company’s Current Report on Form 8-K dated August 18, 2022)

Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit

4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K dated June 29, 2023)

of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K dated June 29, 2023)

Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K dated August 8, 2023).

Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the

Company’s Current Report on Form 8-K dated August 21, 2023)

Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K dated August 21, 2023)

Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K dated August 29, 2023)

Promissory Note dated April 15, 2025, issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K dated April 21, 2025).

Note dated March 25, 2025, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report

on Form 8-K dated April 21, 2025).

Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5

to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to

the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit

10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit

10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1

filed on March 25, 2016.

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by

reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated

by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

and Restated Employment Agreement, dated as of May 14, 2019, by and between the James Nathanielsz and the Company (incorporated by

reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

and Restated Services Agreement, by and between Julian Kenyon and the Company, dated as of May 19, 2019 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on

May 15, 2019).

Agreement by and between Josef Zelinger and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on December 30, 2020).

and Restated Director Agreement by and between Josef Zelinger and the Company, dated August 12, 2021 (incorporated by reference to

Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Agreement by and between James Nathanielsz and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed on August 18, 2021).

Agreement by and between Julian Kenyon and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K filed on August 18, 2021).

Manufacturing

Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report

on Form 8-K filed on May 15, 2019).

of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K dated October 8, 2019)

Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)

Purchase Agreement, dated April 12, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)

Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit

10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Purchase Agreement dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to

Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).

Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to

the Company’s Current Report on Form 8-K dated May 15, 2023)

Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023)

Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 80K dated August 21, 2023)

Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Agreement dated February 18, 2025 by and between the Company and Gregory Harrison (incorporated by reference to Exhibit 10.52 to

the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 9, 2025 by and between the Company and Ross Silver (incorporated by reference to Exhibit 10.53 to the Company’s

Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 28, 2025 by and between the Company and Brunson Chandler & Jones, PLLC (incorporated by reference to

Exhibit 10.54 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 9, 2025 by and between the Company and Krista Rash (incorporated by reference to Exhibit 10.55 to the Company’s

Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 13, 2025 by and between the Company and Howard Isaacs and Richard Cavalli (incorporated by reference to Exhibit

10.56 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated November 20, 2020 by and between the Company and Exchange Listing, LLC (incorporated by reference to Exhibit 10.57

to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 10, 2025 by and between the Company and Enzyme Supplies Limited (incorporated by reference to Exhibit 10.58

to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 2, 2025 by and between the Company and Dr.

Ralf Brandt (incorporated by reference to Exhibit 10.59 to the

Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Purchase Agreement, dated as of April 15, 2025, by and between the Company and GS Capital Partners, LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Purchase Agreement, dated as of March 25, 2025, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Agreement dated April 13, 2025 by and between the Company and Aggro Investments Pty Ltd.

(incorporated by reference to Exhibit 10.3

to the Company’s Current Report on Form 8-K dated April 21, 2025).

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

11 unchanged sentences

Executive Officer,

Financial Officer

Executive Officer and Principal Financial Officer)

Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant

1 unchanged sentence

James Nathanielsz

Executive Officer, Chief Financial Officer, Director

Executive Officer and Principal Financial Officer)

Executive Office and Director

Executive Officer)

/s/ Jeannine Zimmerman

Financial Officer

Financial Officer)

Julian Kenyon

Scientific Officer and Director

Josef Zelinger

Annie VanBroekhoven

VanBroekhoven

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 9A. Controls and Procedures