Financial Statements.
−Removed: The following unaudited interim
−Removed: condensed consolidated financial statements of Propanc Biopharma, Inc.
−Removed: are included in this Quarterly Report on Form 10-Q:
−Removed: INDEX TO FINANCIAL STATEMENTS
−Removed: Condensed Consolidated Balance Sheets at March 31, 2025 (unaudited) and June 30, 2024
−Removed: Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2025 and 2024 (unaudited)
−Removed: Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for each of the three and nine months in the periods ended March 31, 2025 and 2024 (unaudited)
−Removed: Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2025 and 2024 (unaudited)
+Added: following unaudited interim condensed consolidated financial statements of Propanc Biopharma, Inc.
+Added: are included in this Quarterly Report
+Added: on Form 10-Q:
+Added: TO FINANCIAL STATEMENTS
+Added: Condensed Consolidated Balance Sheets at September 30, 2025 (unaudited) and June 30, 2025
+Added: Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024 (unaudited)
+Added: Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for each of the three months in the periods ended September 30, 2025 and 2024 (unaudited)
+Added: Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)
Notes to the Condensed Consolidated Financial Statements (unaudited)
−Removed: PROPANC BIOPHARMA, INC.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: CONDENSED CONSOLIDATED BALANCE SHEETS
−Removed: March 31, 2025
+Added: CONSOLIDATED BALANCE SHEETS
+Added: September 30, 2025
June 30, 2025
8 unchanged sentences
Operating lease right-of-use assets, net - related party
−Removed: LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: Property and equipment, net
+Added: LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
3 unchanged sentences
Loans payable
−Removed: Loans payable - related parties
+Added: Loans payable - related parties, net of discount
+Added: Loans payable
Notes payable, net of discount
2 unchanged sentences
Embedded conversion option liabilities
−Removed: Due to former director - related party
−Removed: Loan from former director - related party
Employee benefit liability
2 unchanged sentences
Loan payable - long-term - related party, net of discount
+Added: Operating lease liability - long-term portion - related party
TOTAL NON-CURRENT LIABILITIES
1 unchanged sentence
Commitments and Contingencies (See Note 8)
−Removed: STOCKHOLDERS’ EQUITY (DEFICIT):
+Added: STOCKHOLDERS’ EQUITY:
Preferred stock, 1,500,005 shares authorized, $ 0.01 par value:
+Added: Series A preferred stock, $ 0.01 par value;
+Added: 500,000 shares previously authorized;
+Added: 0 shares issued and outstanding as of September 30, 2025
+Added: and June 30, 2025
Series B preferred stock, $ 0.01 par value;
5 shares authorized;
−Removed: 1 share issued and outstanding as of March 31, 2025 and June 30, 2024
−Removed: Preferred stock
+Added: 1 share issued and outstanding as of September 30, 2025 and June 30, 2025
+Added: Preferred stock, value
Common stock, $ 0.001 par value;
10,000,000,000 shares authorized;
−Removed: 11,611,782 and 7,980 shares issued and outstanding as of March 31, 2025 and June 30, 2024, respectively
+Added: 12,806,748 and 11,611,782 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively
+Added: Common stock issuable ( 518,687 and 7,750 shares as of September 30, 2025 and June 30, 2025, respectively)
Additional paid-in capital
4 unchanged sentences
Treasury stock ($0.001 share)
−Removed: TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)
−Removed: ( 3,779,059 )
−Removed: TOTAL LIABILITIES AND STOCKHOLDERS’EQUITY (DEFICIT)
−Removed: The accompanying unaudited condensed notes
−Removed: are an integral part of these unaudited condensed consolidated financial statements.
+Added: TOTAL STOCKHOLDERS’ EQUITY
+Added: TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
+Added: The accompanying unaudited
+Added: condensed notes are an integral part of these unaudited condensed consolidated financial statements.
PROPANC BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
−Removed: AND COMPREHENSIVE INCOME (LOSS)
−Removed: For the three months ended March 31,
−Removed: For the nine months ended March 31,
+Added: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
+Added: For the three months ended
+Added: September 30,
OPERATING EXPENSES
5 unchanged sentences
( 4,673,564 )
−Removed: ( 53,632,885 )
−Removed: ( 1,276,150 )
OTHER INCOME (EXPENSE)
6 unchanged sentences
TOTAL OTHER INCOME (EXPENSE), NET
−Removed: ( 1,218,954 )
LOSS BEFORE TAXES
2 unchanged sentences
$ ( 354,310 )
−Removed: $ ( 54,067,346 )
−Removed: $ ( 526,700 )
−Removed: $ ( 54,851,839 )
−Removed: $ ( 1,461,950 )
−Removed: Deemed Dividend
−Removed: NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
−Removed: $ ( 54,067,346 )
−Removed: $ ( 542,500 )
−Removed: $ ( 54,851,839 )
−Removed: $ ( 1,654,910 )
−Removed: BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS
−Removed: $ ( 3,164.41 )
+Added: BASIC AND DILUTED NET LOSS PER SHARE
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING
−Removed: NET LOSS AVAILABLE TO COMMON STOCKHOLDERS
$ ( 4,837,738 )
$ ( 354,310 )
−Removed: $ ( 54,851,839 )
−Removed: $ ( 1,654,910 )
OTHER COMPREHENSIVE INCOME (LOSS)
4 unchanged sentences
$ ( 453,253 )
−Removed: $ ( 54,656,863 )
−Removed: $ ( 1,610,336 )
−Removed: The accompanying unaudited condensed notes
−Removed: are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.
PROPANC BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
−Removed: IN STOCKHOLDERS’ EQUITY (DEFICIT )FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2025 AND 2024
−Removed: Preferred Stock
−Removed: Paid-in Capital
−Removed: Subscription Receivable
−Removed: Accumulated Deficit
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
+Added: Stock Issuable
Comprehensive
−Removed: Treasury Stock
Stockholders’
2 unchanged sentences
$ ( 3,779,059 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest
−Removed: Issuance of common stock for alternate cashless exercise of warrants
−Removed: Issuance of common stock for issuable shares
−Removed: Reclassification of put premium upon debt conversion
−Removed: Relative fair value of warrant granted in connection with a loan payable - related party
−Removed: Foreign currency translation gain
−Removed: Deemed dividend upon alternate cashless exercise of warrants
−Removed: Net loss for the three months ended September 30, 2023
−Removed: Balance at September 30, 2023
−Removed: ( 65,178,173 )
−Removed: ( 2,989,259 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest
−Removed: Issuance of common stock for alternate cashless exercise of warrants
−Removed: Issuance of common stock for issuable shares
−Removed: Reclassification of put premium upon debt conversion
−Removed: Issuance of common stock for cash
−Removed: Foreign currency translation loss
−Removed: Deemed dividend upon alternate cashless exercise of warrants
−Removed: Net loss for the three months ended December 31, 2023
−Removed: Balance at December 31, 2023
−Removed: ( 65,797,142 )
−Removed: ( 3,563,599 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest
−Removed: Issuance of common stock for alternate cashless exercise of warrants
−Removed: Issuance of common stock for cash
−Removed: Collection of subscription receivable
−Removed: Reclassification of put premium upon debt conversion
−Removed: Foreign currency translation loss
−Removed: Deemed dividend upon alternate cashless exercise of warrants
−Removed: Net loss for the three months ended March 31, 2024
−Removed: Balance at March 31, 2024
−Removed: $ ( 66,339,642 )
−Removed: $ ( 3,699,517 )
−Removed: Preferred Stock
−Removed: Stockholders’
−Removed: Paid-in Capital
−Removed: Subscription Receivable
−Removed: Accumulated Deficit
−Removed: Comprehensive Income
−Removed: Treasury Stock
−Removed: Equity (Deficit)
−Removed: Balance at June 30, 2024
−Removed: $ ( 66,698,220 )
−Removed: $ ( 3,779,059 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest
+Added: Issuance of common stock for conversion of convertible debt, conversion
+Added: fee and accrued interest
Issuance of common stock for services
5 unchanged sentences
$ ( 4,108,085 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest
−Removed: Foreign currency translation loss
−Removed: Net loss for the three months ended December 31, 2024
−Removed: Balance at December 31, 2024
+Added: Stock Issuable
+Added: Comprehensive
+Added: Stockholders’
+Added: Balance at June 30, 2025
$ 138,243,652
2 unchanged sentences
$ ( 125,621,520 )
−Removed: Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest
−Removed: Issuance of common stock for services rendered
−Removed: Issuance of common stock for prepaid services
−Removed: Issuance of common stock related to debt exchange agreement
−Removed: Issuance of common stock related to warrant exchange agreement
−Removed: Reclassification of put premium upon debt conversion
−Removed: Fractional shares due to reverse split
−Removed: Foreign currency translation loss
−Removed: Net loss for the three months ended March 31, 2025
+Added: Issuance of common stock for conversion of convertible debt, conversion
+Added: fee and accrued interest
+Added: Issuance of common stock for cash
+Added: Common stock issuable for services and prepaid services
+Added: Reclassification of put premium upon debt conversion and repayment
+Added: Foreign currency translation gain
+Added: Net loss for the three months ended September 30, 2025
( 4,837,738 )
2 unchanged sentences
( 4,837,738 )
−Removed: Balance at March 31, 2025
+Added: Balance at September 30, 2025
$ 143,517,615
2 unchanged sentences
$ ( 130,459,258 )
−Removed: The accompanying unaudited condensed
−Removed: notes are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying unaudited
+Added: condensed notes are an integral part of these unaudited condensed consolidated financial statements.
PROPANC BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: CONDENSED CONSOLIDATED STATEMENTS OF CASH
−Removed: For the nine months ended March 31,
+Added: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
+Added: For the three months ended
+Added: September 30,
CASH FLOWS FROM OPERATING ACTIVITIES:
4 unchanged sentences
Amortization of prepaid stock based expenses
−Removed: Foreign currency transaction loss
+Added: Foreign currency transaction loss (gain)
Depreciation expense
8 unchanged sentences
GST receivable
−Removed: Prepaid expenses - current portion
−Removed: Deferred offering costs
+Added: Prepaid expenses
+Added: Other current assets
Accounts payable
4 unchanged sentences
NET CASH USED IN OPERATING ACTIVITIES
+Added: ( 1,939,067 )
+Added: CASH FLOWS FROM INVESTING ACTIVITIES:
+Added: Purchase of equipment
+Added: NET CASH USED IN INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible promissory notes, net of original issue discounts and issue costs
−Removed: Repayment of convertible note
+Added: Repayment of convertible notes
Repayment of notes
−Removed: Proceeds from the sale of common stock
+Added: Repayment of loans payable - related party
+Added: Proceeds from the sale of common stock, net of offering costs
Proceeds from note payable
Proceeds from loans payable - related parties
+Added: Deferred offering costs
NET CASH PROVIDED BY FINANCING ACTIVITIES
8 unchanged sentences
Conversion of convertible notes and accrued interest to common stock
−Removed: Settlement of accounts payable for shares of common stock
−Removed: Settlement of loans to former director for shares of common stock
−Removed: Settlement of loans payable including accrued interest for shares of common stock
+Added: Defferred offering cost charged to additional paid in capital upon closing of offering
Debt discounts related to derivative liability
−Removed: Relative fair value of warrant granted in connection with a loan payable - related party
Issuance of common stock for prepaid services (net of amortized portion)
−Removed: Deemed dividend upon alternate cashless exercise of warrants
−Removed: The accompanying unaudited condensed notes
−Removed: are an integral part of these unaudited condensed consolidated financial statements.
+Added: The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.
PROPANC BIOPHARMA, INC.
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: NOTE 1 – NATURE OF OPERATIONS AND SUMMARY
−Removed: OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
−Removed: Nature of Operations
−Removed: Propanc Biopharma, Inc.
−Removed: “Company,” “we,” “us” or “our”) is based in Camberwell, Victoria Australia.
−Removed: inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting
−Removed: high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from
−Removed: returning and spreading.
+Added: September 30, 2025
+Added: 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
+Added: of Operations
+Added: Biopharma, Inc.
+Added: (the “Company,” “we,” “us” or “our”) is based in Camberwell, Victoria
+Added: Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer
+Added: treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to
+Added: prevent the cancer from returning and spreading.
The Company anticipates establishing global markets for its technologies.
−Removed: Our lead product candidate, which we
−Removed: refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically.
+Added: Our lead product
+Added: candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes
+Added: acting synergistically.
It is currently in the preclinical phase of development.
−Removed: The Company was originally
−Removed: formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD.
−Removed: On November 23, 2010, Propanc Health Group Corporation
−Removed: was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY
−Removed: LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary
−Removed: of the Company.
−Removed: On July 22, 2016, the Company
−Removed: formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan
−Removed: drug application to the European Medicines Agency as a small and medium-sized enterprise.
−Removed: As of March 31, 2025, there has been no activity
−Removed: within this entity.
−Removed: Effective April 20, 2017,
−Removed: the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations and development
−Removed: In July 2020, a world-first
−Removed: patent was granted in Australia for the cancer treatment method patent family.
−Removed: Presently, there are 84 granted, allowed, or accepted patents
−Removed: and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering
−Removed: the lead product candidate PRP.
−Removed: On August 7, 2024, the Company
−Removed: received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital
−Removed: stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed
−Removed: to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding
−Removed: shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”).
−Removed: The Reverse Stock Split became effective as of January 29, 2025.
−Removed: Proportional adjustments for the Reverse Stock Split were made to the
−Removed: Company’s outstanding stock options, warrants and equity incentive plans.
−Removed: All share and per-share data and amounts have been retroactively
−Removed: adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.
−Removed: The Company hopes to capture
−Removed: and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions
−Removed: of proenzymes for treating cancer by filing additional patent applications as it advances its lead product candidate, PRP, through various
−Removed: stages of development.
−Removed: Basis of Presentation
−Removed: Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this
−Removed: “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States
−Removed: of America (“US GAAP”) and pursuant to the rules and regulations of the U.S.
−Removed: Securities and Exchange Commission
−Removed: In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments
−Removed: and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the
−Removed: three and nine months ended March 31, 2025 and 2024 and cash flows for the nine months ended March 31, 2025 and 2024 and our
−Removed: consolidated financial position at March 31, 2025 have been made.
−Removed: The Company’s results of operations for the nine months
−Removed: ended March 31, 2025 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30,
−Removed: Certain information and disclosures normally included
−Removed: in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s
−Removed: interim unaudited condensed consolidated financial statements included in this Quarterly Report.
−Removed: Accordingly, these interim unaudited
−Removed: condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements
−Removed: and notes thereto for the fiscal year ended June 30, 2024.
−Removed: The June 30, 2024 balance sheet is derived from those statements.
−Removed: Principles of Consolidation
−Removed: The unaudited condensed consolidated
−Removed: financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY
+Added: Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD.
+Added: On November 23, 2010, Propanc
+Added: Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding
+Added: shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned
+Added: subsidiary of the Company.
+Added: July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose
+Added: of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise.
+Added: As of September 30,
+Added: 2025, there has been no activity within this entity.
+Added: April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations
+Added: and development better.
+Added: July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family.
+Added: Presently, there are 85
+Added: granted, allowed, or accepted patents and 5 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes
+Added: against solid tumors, covering the lead product candidate PRP.
+Added: Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to
+Added: pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product
+Added: candidate, PRP, through various stages of development.
+Added: of Presentation
+Added: Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly
+Added: Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US
+Added: GAAP”) and pursuant to the rules and regulations of the U.S.
+Added: Securities and Exchange Commission (“SEC”).
+Added: In the opinion
+Added: of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring
+Added: adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2025 and 2024
+Added: and cash flows for the three months ended September 30, 2025 and 2024 and our consolidated financial position at September 30, 2025 have
+Added: The Company’s results of operations for the three months ended September 30, 2025 are not necessarily indicative of
+Added: the operating results to be expected for the full fiscal year ending June 30, 2026.
+Added: information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have
+Added: been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly
+Added: Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s
+Added: audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2025.
+Added: The June 30, 2025 balance sheet
+Added: is derived from those statements.
+Added: of Consolidation
+Added: unaudited condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned
+Added: subsidiary, Propanc PTY LTD.
All inter-company balances and transactions have been eliminated in consolidation.
−Removed: Propanc (UK) Limited was an inactive wholly-owned
−Removed: subsidiary through March 31, 2025 and still remains inactive.
−Removed: Use of Estimates
−Removed: The preparation of financial
−Removed: statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
−Removed: and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported
−Removed: amounts of revenues and expenses during the reporting period.
+Added: Propanc (UK) Limited
+Added: was an inactive wholly-owned subsidiary through September 30, 2025 and still remains inactive.
+Added: preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
+Added: reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial
+Added: statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from these estimates.
−Removed: Significant estimates
−Removed: in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets, valuation of the collectability
−Removed: of a refundable advance deposit, present value of the operating lease liability and related right-of-use asset, valuation of derivatives,
−Removed: valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency
−Removed: translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets,
+Added: valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use
+Added: asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred
+Added: tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.
+Added: Currency Translation and Other Comprehensive Income (Loss)
+Added: Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD).
+Added: For financial reporting purposes,
+Added: the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD).
+Added: Assets and liabilities are translated at the exchange rate in effect at the balance sheet date.
+Added: Revenues and expenses are translated
+Added: at the average rate of exchange prevailing during the reporting period.
+Added: Equity transactions are translated at each historical transaction
+Added: date spot rate.
+Added: Translation adjustments arising from the use of different exchange rates from period to period are included as a component
+Added: of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from
+Added: foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive
+Added: income (loss).
+Added: There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after
+Added: the balance sheet date.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Foreign Currency Translation
−Removed: and Other Comprehensive Income (Loss)
−Removed: The Company’s wholly-owned
−Removed: subsidiary’s functional currency is the Australian dollar (AUD).
−Removed: For financial reporting purposes, the Australian dollar has been
−Removed: translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD).
−Removed: Assets and liabilities are
−Removed: translated at the exchange rate in effect at the balance sheet date.
−Removed: Revenues and expenses are translated at the average rate of exchange
−Removed: prevailing during the reporting period.
−Removed: Equity transactions are translated at each historical transaction date spot rate.
−Removed: adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’
−Removed: equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations
−Removed: are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss).
−Removed: have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date.
−Removed: Other Comprehensive Income
−Removed: (Loss) for all periods presented includes only foreign currency translation gains (losses).
−Removed: Assets and liabilities denominated
−Removed: in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date
−Removed: with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than
−Removed: the functional currency included in the consolidated results of operations as incurred.
−Removed: Effective fiscal year 2021, the parent company
−Removed: determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting Standards Codification (“ASC”)
−Removed: 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component
−Removed: of accumulated other comprehensive income (loss).
−Removed: As of March 31, 2025 and 2024, the Company recognized a cumulative exchange gain (loss)
−Removed: of approximately ($1,339,000) and $416,000, respectively, on intercompany loans made by the parent to the subsidiary that have not been
−Removed: repaid as of March 31, 2025, which is included as a component of accumulated other comprehensive income on the accompanying condensed
−Removed: consolidated balance sheets.
−Removed: As of March 31, 2025 and June 30, 2024, the exchange
−Removed: rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were
+Added: September 30, 2025
+Added: Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).
+Added: and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the
+Added: consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated
+Added: in a currency other than the functional currency included in the consolidated results of operations as incurred.
+Added: Effective fiscal year
+Added: 2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting
+Added: Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within
+Added: cumulative translation adjustment, a component of accumulated other comprehensive income (loss).
+Added: As of September 30, 2025 and 2024, the
+Added: Company recognized a cumulative exchange gain (loss) of approximately $ 191,000 and $ 677,000 , respectively, on intercompany loans made
+Added: by the parent to the subsidiary that have not been repaid as of September 30, 2025, which is included as a component of accumulated other
+Added: comprehensive income on the accompanying condensed consolidated balance sheets.
+Added: of September 30, 2025 and June 30, 2025, the exchange rates used to translate amounts in Australian dollars into USD for the purposes
+Added: of preparing the consolidated financial statements were as follows:
SCHEDULE OF TRANSACTION EXCHANGE RATES
−Removed: March 31, 2025
+Added: September 30, 2025
June 30, 2025
3 unchanged sentences
AUD exchange rate
−Removed: The change in Accumulated Other Comprehensive Income
−Removed: by component during the nine months ended March 31, 2025 was as follows:
+Added: change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2025 was as follows:
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME
2 unchanged sentences
Unrealized foreign currency translation gain
−Removed: Ending balance, March 31, 2025
−Removed: Fair Value of Financial
−Removed: Instruments and Fair Value Measurements
−Removed: The Company measures its financial assets and liabilities
−Removed: in accordance with US GAAP.
−Removed: For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and
−Removed: accrued liabilities, the carrying amounts approximate fair value due to their short maturities.
−Removed: Amounts recorded for notes payable, net
−Removed: of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities
−Removed: are substantially the same.
−Removed: The Company follows accounting guidance for financial
−Removed: assets and liabilities.
−Removed: This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures.
−Removed: This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require
−Removed: or permit fair value measurements.
−Removed: This guidance does not apply to measurements related to share-based payments.
−Removed: This guidance discusses
−Removed: valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash
−Removed: flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).
−Removed: The guidance utilizes a fair value hierarchy that prioritizes
−Removed: the inputs to valuation techniques used to measure fair value into three broad levels.
−Removed: The following is a brief description of those three
−Removed: Observable inputs such as quoted prices (unadjusted)
−Removed: in active markets for identical assets or liabilities.
−Removed: Inputs, other than quoted prices that are
−Removed: observable, either directly or indirectly.
−Removed: These include quoted prices for similar assets or liabilities in active markets and quoted
−Removed: prices for identical or similar assets or liabilities in markets that are not active.
−Removed: Unobservable inputs in which little or no
−Removed: market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant
−Removed: Also see Note 11 - Derivative Financial Instruments
−Removed: and Fair Value Measurements.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Ending balance, September 30, 2025
+Added: Value of Financial Instruments and Fair Value Measurements
+Added: Company measures its financial assets and liabilities in accordance with US GAAP.
+Added: For certain financial instruments, including cash and
+Added: cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short
+Added: Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest
+Added: rates available for debt with similar terms and maturities are substantially the same.
+Added: Company follows accounting guidance for financial assets and liabilities.
+Added: This standard defines fair value, provides guidance for measuring
+Added: fair value and requires certain disclosures.
+Added: This standard does not require any new fair value measurements but rather applies to all
+Added: other accounting pronouncements that require or permit fair value measurements.
+Added: This guidance does not apply to measurements related
+Added: to share-based payments.
+Added: This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income
+Added: approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement
+Added: guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad
+Added: The following is a brief description of those three levels:
+Added: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
+Added: Inputs, other than quoted prices that are observable, either directly or indirectly.
+Added: These include quoted prices for similar assets
+Added: or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
+Added: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,
+Added: which reflect those that a market participant would use.
+Added: see Note 11 - Derivative Financial Instruments and Fair Value Measurements.
+Added: and Cash Equivalents
+Added: and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial
+Added: institutions, and bank overdrafts.
+Added: Bank overdrafts are reflected as a current liability on the balance sheets.
+Added: There were no cash equivalents
+Added: as of September 30, 2025 or June 30, 2025.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Cash and Cash Equivalents
−Removed: Cash and cash equivalents
−Removed: include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions,
−Removed: and bank overdrafts.
−Removed: Bank overdrafts are reflected as a current liability on the balance sheets.
−Removed: There were no cash equivalents as of
−Removed: March 31, 2025 or June 30, 2024.
−Removed: Refundable Advance Deposit
−Removed: In August 2023, the Company
−Removed: paid a refundable advance deposit of $ 120,958 which consisted primarily of a deposit paid to a potential lender to be used as payment
−Removed: for a loan insurance premium related to a future loan transaction with the Company.
−Removed: In the event, the future loan transaction does not
−Removed: close, the potential lender shall return the refundable advance deposit.
−Removed: During fiscal year 2024, the Company recorded an allowance for
−Removed: the recoverability of this refundable advance deposit of $ 120,958 .
−Removed: Prepaid expenses
−Removed: Prepaid expenses – current
−Removed: portion and long-term portion of $ 9,680,347 and $ 12,695,648 , respectively, at March 31, 2025, consist primarily of costs paid for
−Removed: future services which will occur between 6 months to three years.
−Removed: Prepaid expenses principally include prepayments in vested,
−Removed: non-forfeitable equity instruments for general consulting, investor relations, and business advisory services, which are being
−Removed: amortized over the terms of their respective agreements.
−Removed: Deferred Offering Costs
−Removed: The Company complies with
−Removed: the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs.
−Removed: Prior to the completion of an offering,
−Removed: offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through the balance sheet
−Removed: date that are directly related to the Company’s proposed public offering.
−Removed: The deferred offering costs are charged to additional
−Removed: paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed.
−Removed: As of March 31, 2025 and June 30, 2024, the Company had recorded $ 92,117 and $ 27,117 in deferred offering costs, respectively.
−Removed: Property and Equipment
−Removed: Property and equipment are
−Removed: stated at cost, net of accumulated depreciation.
+Added: September 30, 2025
+Added: Advance Deposit
+Added: August 2023, the Company paid a refundable advance deposit of $ 120,958 which consisted primarily of a deposit paid to a potential lender
+Added: to be used as payment for a loan insurance premium related to a future loan transaction with the Company.
+Added: In the event, the future loan
+Added: transaction does not close, the potential lender shall return the refundable advance deposit.
+Added: During fiscal year 2024, the Company recorded
+Added: an allowance for the recoverability of this refundable advance deposit of $ 120,958 .
+Added: expenses – current portion and long-term portion of $ 8,143,532 and $ 9,136,572 , respectively, at September 30, 2025, consist primarily
+Added: of costs paid for future services which will occur between 1 month to three years.
+Added: Prepaid expenses – current portion and long-term
+Added: portion of $ 8,334,046 and $ 10,925,835 , respectively, at June 30, 2025, consist primarily of costs paid for future services which will
+Added: occur between 6 months to three years.
+Added: Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity instruments
+Added: for general consulting, investor relations, and business advisory services, which are being amortized over the terms of their respective
+Added: Offering Costs
+Added: Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs.
+Added: Prior to the completion
+Added: of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through
+Added: the balance sheet date that are directly related to the Company’s proposed public offering.
+Added: The deferred offering costs are charged
+Added: to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering
+Added: is not completed.
+Added: As of September 30, 2025 and June 30, 2025, the Company had recorded $ 15,000 and $ 291,773 , respectively, in deferred
+Added: offering costs for both periods.
+Added: and Equipment
+Added: and equipment are stated at cost, net of accumulated depreciation.
Expenditures for maintenance and repairs are expensed as incurred;
−Removed: additions, renewals,
−Removed: and betterments are capitalized.
−Removed: When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation
−Removed: are removed from the respective accounts, and any gain or loss is included in operations.
−Removed: Depreciation of property and equipment is provided
−Removed: using the declining balance method.
+Added: additions, renewals, and betterments are capitalized.
+Added: When property and equipment are retired or otherwise disposed of, the related cost
+Added: and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
+Added: Depreciation of
+Added: property and equipment is provided using the declining balance method.
The depreciable amount is the cost less its residual value.
−Removed: The estimated useful lives
−Removed: are as follows:
+Added: estimated useful lives are as follows:
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES
−Removed: Machinery and equipment
−Removed: Patents are stated at cost
−Removed: and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency.
+Added: and equipment
+Added: are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by
+Added: a regulatory agency.
However, the Company will expense any patent costs as long as we are in the startup stage.
−Removed: Accordingly, as the Company’s products
−Removed: are not currently approved for market, all patent costs incurred from 2013 through March 31, 2025 were expensed immediately.
−Removed: This practice
−Removed: of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.
−Removed: Impairment of Long-Lived Assets
−Removed: In accordance with ASC 360-10,
−Removed: “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events
−Removed: or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
−Removed: Recoverability of long-lived assets
−Removed: to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected
−Removed: to be generated by the asset.
−Removed: If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge
−Removed: is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets.
−Removed: Fair value is generally determined
−Removed: using the asset’s expected future discounted cash flows or market value, if readily determinable.
−Removed: Employee Benefit/Liability
−Removed: Liabilities arising in respect
−Removed: of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled
−Removed: within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date.
−Removed: All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of
−Removed: services provided by employees up to the reporting date.
−Removed: All employee liabilities are owed within the next twelve months.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Accordingly, as the Company’s
+Added: products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2025 were expensed immediately.
+Added: This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.
+Added: of Long-Lived Assets
+Added: accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed
+Added: for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
+Added: Recoverability
+Added: of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted
+Added: future cash flows expected to be generated by the asset.
+Added: If the carrying amount of an asset exceeds its estimated undiscounted future
+Added: cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the
+Added: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily
+Added: determinable.
+Added: Benefit/Liability
+Added: arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected
+Added: to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at
+Added: the reporting date.
+Added: All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to
+Added: be made in respect of services provided by employees up to the reporting date.
+Added: All employee liabilities are owed within the next twelve
+Added: Goods and Services Tax (“GST”)
+Added: expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive
+Added: The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.
+Added: flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities,
+Added: which are disclosed as operating cash flows.
+Added: of September 30, 2025 and June 30, 2025, the Company was owed $ 8,383 and $ 5,302 , respectively, from the Australian Taxation Office.
+Added: amounts were fully collected subsequent to the balance sheet reporting dates.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Australian Goods and Services
−Removed: Revenues, expenses and balance sheet items are recognized
−Removed: net of the amount of GST, except payable and receivable balances which are shown inclusive of GST.
−Removed: The GST incurred is payable on revenues
−Removed: to, and recoverable on purchases from, the Australian Taxation Office.
−Removed: Cash flows are presented in the statements of cash
−Removed: flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.
−Removed: As of March 31, 2025 and June 30, 2024, the Company was owed $ 3,633 and $ 2,950 , respectively, from the Australian Taxation Office.
−Removed: amounts were fully collected subsequent to the balance sheet reporting dates.
−Removed: Derivative Instruments
−Removed: ASC Topic 815, Derivatives
−Removed: and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging
−Removed: activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value.
−Removed: Gains or losses resulting
−Removed: from changes in the fair value of derivatives are recognized in earnings.
−Removed: On the date of conversion or payoff of debt, the Company records
−Removed: the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records
−Removed: a net gain or loss on debt extinguishment.
−Removed: Convertible Notes With
−Removed: Variable Conversion Options
−Removed: The Company has entered into
−Removed: convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted,
−Removed: by the holder, into shares of the Company’s common stock, par value $ 0.001 per share (“common stock”) at a fixed discount
−Removed: to the price of the common stock at or around the time of conversion.
−Removed: The Company treats these convertible notes as stock settled debt
−Removed: under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of the notes at the time of issuance,
−Removed: which is the result of the share price discount at the time of conversion and records the put premium as interest expense.
−Removed: The Company is governed by
−Removed: Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue
−Removed: Service, respectively.
−Removed: The Company follows ASC 740 “ Accounting for Income Taxes ,” when accounting for income taxes,
−Removed: which requires an asset and liability approach to financial accounting and reporting for income taxes.
−Removed: Deferred income tax assets and
−Removed: liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that
−Removed: will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the
−Removed: differences are expected to affect taxable income.
−Removed: Valuation allowances are established when necessary to reduce deferred tax assets to
−Removed: the amount expected to be realized.
−Removed: Income tax expense is the tax payable or refundable for the period plus or minus the change during
−Removed: the period in deferred tax assets and liabilities.
−Removed: The Company follows ASC 740,
−Removed: Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These sections provide detailed guidance for
−Removed: the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements.
−Removed: positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption
−Removed: of ASC 740 and in subsequent periods.
−Removed: Research and Development
−Removed: Costs and Tax Credits
−Removed: In accordance with ASC 730-10,
−Removed: “Research and Development-Overall,” research and development costs are expensed when incurred.
−Removed: Total research and development
−Removed: costs for the nine months ended March 31, 2025 and 2024 were $ 170,199 and $ 195,712 , respectively, and for the three months ended March
−Removed: 31, 2025 and 2024 were $ 54,097 and $ 65,448 , respectively.
−Removed: The Company may apply for
−Removed: research and development tax concessions with the Australian Taxation Office on an annual basis.
−Removed: Although the amount is possible to estimate
−Removed: at year end, the Australian Taxation Office may reject or materially alter the claim amount.
−Removed: Accordingly, the Company does not recognize
−Removed: the benefit of the claim amount until cash receipt since collectability is not certain until such time.
−Removed: The tax concession is a refundable
−Removed: If the Company has net income, then the Company can receive the credit which reduces its income tax liability.
−Removed: If the Company
−Removed: has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards
−Removed: are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount.
+Added: September 30, 2025
+Added: Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative
+Added: instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value.
+Added: Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings.
+Added: On the date of conversion or payoff
+Added: of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes
+Added: any discounts and records a net gain or loss on debt extinguishment.
+Added: Notes With Variable Conversion Options
+Added: Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and
+Added: accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $ 0.001 per share (“common
+Added: stock”) at a fixed discount to the price of the common stock at or around the time of conversion.
+Added: The Company treats these convertible
+Added: notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of
+Added: the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium
+Added: as interest expense.
+Added: Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the
+Added: United States Internal Revenue Service, respectively.
+Added: The Company follows ASC 740 “ Accounting for Income Taxes ,” when
+Added: accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes.
+Added: income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets
+Added: and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the
+Added: periods in which the differences are expected to affect taxable income.
+Added: Valuation allowances are established when necessary to reduce
+Added: deferred tax assets to the amount expected to be realized.
+Added: Income tax expense is the tax payable or refundable for the period plus or
+Added: minus the change during the period in deferred tax assets and liabilities.
+Added: Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These sections provide
+Added: detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial
+Added: Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized
+Added: upon the adoption of ASC 740 and in subsequent periods.
+Added: and Development Costs and Tax Credits
+Added: accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.
+Added: Total research and development costs for the three months ended September 30, 2025 and 2024 were $ 60,201 and $ 61,714 , respectively.
+Added: Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis.
+Added: Although the amount
+Added: is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount.
+Added: Accordingly, the
+Added: Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time.
+Added: tax concession is a refundable credit.
+Added: If the Company has net income, then the Company can receive the credit which reduces its income
+Added: tax liability.
+Added: If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s
+Added: net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate
+Added: is applied to that gross amount.
The concession is recognized as a tax benefit, in operations, upon receipt.
−Removed: Stock Based Compensation
−Removed: The Company records stock-based
−Removed: compensation in accordance with ASC 718, “ Stock Compensation ”.
−Removed: ASC 718 requires the fair value of all stock-based employee
−Removed: compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period.
−Removed: values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.
−Removed: The Company adopted ASU 2018-07
−Removed: and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes
−Removed: the fair value of such awards over the service period.
−Removed: The Company used the modified prospective method of adoption.
−Removed: Revenue Recognition
−Removed: The Company applies ASC Topic
−Removed: 606, Revenue from Contracts with Customers (“ASC 606”).
−Removed: ASC 606 establishes a single comprehensive model for entities to use
−Removed: in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance.
−Removed: standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects
−Removed: the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional
−Removed: Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period
−Removed: in which the sale occurs and the royalty term has begun.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Based Compensation
+Added: Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation ”.
+Added: ASC 718 requires the fair
+Added: value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period
+Added: or the vesting period.
+Added: The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option
+Added: Pricing Model.
+Added: Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria
+Added: of ASC 718 and recognizes the fair value of such awards over the service period.
+Added: The Company used the modified prospective method of
+Added: Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
+Added: ASC 606 establishes a single comprehensive
+Added: model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue
+Added: recognition guidance.
+Added: This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers
+Added: in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also
+Added: requires certain additional disclosures.
+Added: Subject to these criteria, the Company intends to recognize revenue relating to royalties on
+Added: product sales in the period in which the sale occurs and the royalty term has begun.
+Added: PROPANC BIOPHARMA,
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Legal Expenses
−Removed: All legal costs for litigation are charged to expense
−Removed: The Company follows ASC Topic 842, Leases (Topic 842)
−Removed: and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease
−Removed: identification, lease classification and initial direct costs.
−Removed: In addition, the Company elected not to apply ASC Topic 842 to arrangements
−Removed: with lease terms of 12 months or less.
−Removed: Operating lease right of use assets (“ROU”) represents the right to use the leased
−Removed: asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over
−Removed: the lease term at commencement date.
−Removed: As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based
−Removed: on the information available at the adoption date in determining the present value of future payments.
−Removed: Lease expense for minimum lease
−Removed: payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses.
−Removed: Basic and Diluted Net Loss
−Removed: Per Common Share
−Removed: Basic net loss per share is computed by dividing the
−Removed: net loss by the weighted average number of common shares outstanding during the period.
−Removed: Diluted net loss per common share is computed
−Removed: by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common
−Removed: shares outstanding during the period.
−Removed: Potentially dilutive securities consist of the incremental common shares issuable upon exercise
−Removed: of common stock equivalents such as stock options, warrants and convertible debt instruments.
−Removed: Potentially dilutive securities are excluded
−Removed: from the computation if their effect is anti-dilutive.
−Removed: As a result, the basic and diluted per share amounts for all periods presented
−Removed: are identical.
−Removed: Each holder of the convertible notes has agreed to a 4.99 % beneficial ownership conversion limitation (subject to certain
−Removed: noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted
−Removed: during the first six-month period from the date of issuance.
−Removed: The Company’s CEO holds Series B Preferred Stock that, when combined,
−Removed: confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse
−Removed: split the stock as considered necessary.
−Removed: Such securities are considered dilutive securities which were excluded from the computation since
−Removed: the effect is anti-dilutive.
+Added: September 30, 2025
+Added: legal costs for litigation are charged to expense as incurred.
+Added: Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under
+Added: the new standard its prior conclusions about lease identification, lease classification and initial direct costs.
+Added: In addition, the Company
+Added: elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less.
+Added: Operating lease right of use assets (“ROU”)
+Added: represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value
+Added: of future minimum lease payments over the lease term at commencement date.
+Added: As most leases do not provide an implicit rate, the Company
+Added: uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future
+Added: Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general
+Added: and administrative expenses.
+Added: and Diluted Net Loss Per Common Share
+Added: net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
+Added: Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for
+Added: the period and, if dilutive, potential common shares outstanding during the period.
+Added: Potentially dilutive securities consist of the incremental
+Added: common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments.
+Added: dilutive securities are excluded from the computation if their effect is anti-dilutive.
+Added: As a result, the basic and diluted per share
+Added: amounts for all periods presented are identical.
+Added: Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion
+Added: limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company),
+Added: and each note may not be converted during the first six-month period from the date of issuance.
+Added: The Company’s CEO holds Series
+Added: B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares
+Added: and/or the authorization of a reverse split the stock as considered necessary.
+Added: Such securities are considered dilutive securities which
+Added: were excluded from the computation since the effect is anti-dilutive.
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS
−Removed: March 31, 2025
−Removed: March 31, 2024
−Removed: Stock Options
+Added: September 30, 2025
+Added: September 30, 2024
Stock Warrants with no designations
2 unchanged sentences
Convertible Debt
−Removed: Only convertible ratably upon exercise of Series B Warrants
−Removed: Recent Accounting Pronouncements
−Removed: We have reviewed the Financial
−Removed: Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and
−Removed: interpretations thereof that have effectiveness dates during the periods reported and in future periods.
−Removed: We have carefully considered
−Removed: the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles
−Removed: will have a material impact on the Company’s reported financial position or operations in the near term.
−Removed: The applicability of any
−Removed: standard is subject to the formal review of the Company’s financial management.
−Removed: In August 2020, the FASB issued Accounting Standards
−Removed: Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts
−Removed: in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible
−Removed: instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives
−Removed: because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled
−Removed: in cash or shares impact the diluted EPS calculation.
−Removed: The standard is effective for annual periods beginning after December 15, 2023 for
−Removed: smaller reporting companies, and interim periods within those reporting periods.
−Removed: Early adoption is permitted, but no earlier than fiscal
−Removed: years beginning after December 15, 2020, including interim periods within those reporting periods.
−Removed: The adoption of this standard did not
−Removed: have a material impact on the Company’s condensed consolidated financial statements or disclosures.
−Removed: In November 2023, FASB issued Accounting Standards Update (“ASU No.
−Removed: 2023-07”), Segment reporting (Topic
−Removed: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amended Topic 280.
−Removed: The amendments in this update
−Removed: enhance segment reporting by expanding the breadth and frequency of segment disclosures required by public entities.
−Removed: ASU 2023-07 requires
−Removed: public entities to disclose factors used to identify the entities’ reportable segments, how the Chief Operating Decision Maker (“CODM”)
−Removed: uses the reported measure(s) of a segment’s profit or loss to assess segment performance and decide how to allocate resources, significant
−Removed: expenses regularly provided to the CODM and included within the reported measure(s) of a segment’s profit or loss, types of products
−Removed: and services from which each reportable segment derives its revenues, and the title and position of the CODM.
−Removed: The new standard is effective
−Removed: for public entities with fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December
−Removed: 15, 2024, with early adoption permitted and is required to be adopted retrospectively for all prior periods presented in the consolidated
−Removed: financial statements.
−Removed: Other than the new disclosure requirements, the adoption of this guidance will not have a significant impact on
−Removed: the Company’s condensed consolidated financial statements.
−Removed: PROPANC BIOPHARMA, INC.
+Added: * Only convertible ratably
+Added: upon exercise of Series B Warrants
+Added: Company uses “the management approach” in determining reportable operating segments.
+Added: Operating segments are defined as components
+Added: of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”).
+Added: The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions
+Added: and assessing performance as the source for determining the Company’s reportable segments.
+Added: All activities are related to the development
+Added: of cancer treatment and the Company has not commenced commercial operations or generated revenues to date.
+Added: All activities are related
+Added: to the development of the cancer treatment and the Company has not commenced commercial operations or generated revenues to date.
+Added: CODM is the chief executive officer of the Company, who reviews operating results and utilizes consolidated financial information, including
+Added: operating expenses, operating loss, and net loss as reported on the consolidated statements of operations, to make decisions about operating
+Added: decisions, allocate resources and assess performance for the entire Company.
+Added: Consolidated net loss is our segment’s primary measure
+Added: The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets.
+Added: The single segment
+Added: constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated
+Added: financial statements are representative of such amounts.
+Added: For the three months ended September 30, 2025 and 2024, the Company operates
+Added: in one operating segment.
+Added: Accounting Pronouncements
+Added: have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)
+Added: accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.
+Added: We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that
+Added: any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near
+Added: The applicability of any standard is subject to the formal review of the Company’s financial management.
+Added: November 4, 2024 the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure
+Added: of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about
+Added: an entity’s expenses.
+Added: This standard requires disclosures about specific types of expenses included in the expense captions presented
+Added: on the face of the income statement as well as disclosures about selling expenses.
+Added: ASU 2024-03 applies to all public business entities
+Added: (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting
+Added: periods beginning after December 15, 2027.
+Added: The requirements will be applied prospectively with the option for retrospective application.
+Added: Early adoption is permitted.
+Added: The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s
+Added: condensed consolidated financial statements.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: On November 4, 2024 the FASB issued
−Removed: ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of
−Removed: expenses included in the income statement in response to longstanding requests from investors for more information about an
−Removed: entity’s expenses.
−Removed: This standard requires disclosures about specific types of expenses included in the expense captions
−Removed: presented on the face of the income statement as well as disclosures about selling expenses.
−Removed: ASU 2024-03 applies to all public
−Removed: business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting
−Removed: periods within annual reporting periods beginning after December 15, 2027.
−Removed: The requirements will be applied prospectively with the
−Removed: option for retrospective application.
−Removed: Early adoption is permitted.
−Removed: NOTE 2 – GOING CONCERN
−Removed: The accompanying unaudited
−Removed: condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company
−Removed: as a going concern.
−Removed: For the nine months ended March 31, 2025, the Company had no revenues, had a net loss of approximately $ 54.9 million,
−Removed: and had net cash used in operations of approximately $ 378,000 .
−Removed: Additionally, As of March 31, 2025, the Company had an accumulated deficit
−Removed: of approximately $ 121.6 million.
−Removed: It is management’s opinion that these conditions raise substantial doubt about the Company’s
−Removed: ability to continue as a going concern for a period of at least twelve months from the issue date of this Quarterly Report.
−Removed: The unaudited condensed consolidated
−Removed: financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of
−Removed: assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.
−Removed: Successful completion of the
−Removed: Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including
−Removed: obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications, obtaining additional
−Removed: sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s cost structure
−Removed: and business plan.
−Removed: The Company’s ability to continue as a going concern is also dependent on its ability to further develop and
−Removed: execute on its business plan.
+Added: September 30, 2025
+Added: 2 – GOING CONCERN
+Added: accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation
+Added: of the Company as a going concern.
+Added: For the three months ended September 30, 2025, the Company had no revenues, had a net loss of $ 4,837,738 ,
+Added: and had net cash used in operations of $ 1,939,067 .
+Added: Additionally, As of September 30, 2025, the Company had accumulated deficit of $ 130,459,258 .
+Added: It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going
+Added: concern for a period of at least twelve months from the issue date of this Quarterly Report.
+Added: unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability
+Added: and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.
+Added: August 18, 2025, the Company sold 1,000,000 shares of common stock for total gross proceeds of $ 4,000,000 .
+Added: After deducting the underwriting
+Added: commissions and offering expenses, the Company received net proceeds of approximately $ 3.3 million (see Note 7).
+Added: completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future
+Added: events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications,
+Added: obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s
+Added: cost structure and business plan.
+Added: The Company’s ability to continue as a going concern is also dependent on its ability to further
+Added: develop and execute on its business plan.
However, there can be no assurances that any or all of these endeavors will be successful.
−Removed: NOTE 3 – PROPERTY
−Removed: AND EQUIPMENT
−Removed: Property and equipment consist
−Removed: of the following As of March 31, 2025 and June 30, 2024.
+Added: 3 – PROPERTY AND EQUIPMENT
+Added: and equipment consist of the following as of September 30, 2025 and June 30, 2025.
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
−Removed: March 31, 2025
+Added: September 30, 2025
June 30, 2025
2 unchanged sentences
Total property, plant, and equipment
−Removed: Depreciation expense for the
−Removed: nine months ended March 31, 2025 and 2024 were $ 0 and $ 297 , respectively.
−Removed: Depreciation expense for the three months ended March 31, 2025
−Removed: and 2024 were $ 0 and $ 49 , respectively.
−Removed: NOTE 4 – DUE TO AND
−Removed: LOANS FROM FORMER DIRECTOR - RELATED PARTY
−Removed: Due to former director
−Removed: – related party
−Removed: Due to former director –
−Removed: related party represented unsecured advances made primarily by a former director for operating expenses on behalf of the Company, such
−Removed: as intellectual property and formation expenses.
−Removed: The expenses were paid for on behalf of the Company and were due upon demand.
−Removed: was not charged interest under these advances.
−Removed: The total amount owed the former director at March 31, 2025 and June 30, 2024 were $ 0 and
−Removed: $ 29,759 , respectively.
−Removed: On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the Debt Exchange”) with
−Removed: the former director (see below) to settle such debt.
−Removed: Loan from Former Director
−Removed: - Related Party
−Removed: Loan from the Company’s
−Removed: former director at March 31, 2025 and June 30, 2024 were $ 0 and $ 49,528 , respectively.
−Removed: The loan bore no interest and was payable on demand.
−Removed: 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange for
−Removed: the total outstanding loans of $ 74,395 (which includes above amount of $ 29,759 ).
−Removed: Those shares were valued at $ 12.50 per share or $ 375,000 , being the closing price of the
−Removed: stock on the date of grant to the former director.
−Removed: Accordingly, the fair market value of the shares issued was $ 375,000 , resulting
−Removed: in a loss on extinguishment of debt at the time of exchange of $ 300,605 during the nine months ended March 31, 2025.
−Removed: Loans payable - Related
−Removed: Between November 2023 and
−Removed: May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 .
−Removed: Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639 USD).
−Removed: loans bear no interest and are payable on demand.
−Removed: Effective August 1, 2024, the Company entered into
−Removed: and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the
−Removed: investor loaned the Company an aggregate principal amount of $ 150,000 AUD ($ 98,060 USD).
−Removed: The Company used the net proceeds for general
−Removed: working capital purposes.
−Removed: The maturity date of the loan is November 1, 2024 , or sooner at the discretion of the Company, and the loan
−Removed: bears an interest rate of 12 % per annum and default interest rate of 18 % per annum.
−Removed: The Company has the right to prepay in full at any
−Removed: time with no prepayment penalty.
−Removed: By mutual consent the amount can be repaid via the issuance of common stock of the Company (upon uplisting
−Removed: on NASDAQ) and the strike price shall be at a 35 % discount to lowest daily balance of the five preceding trading days.
−Removed: Such loan is past
−Removed: due and currently in default.
+Added: expense for the three months ended September 30, 2025 and 2024 were $ 125 and $ 0 , respectively.
+Added: 4 – DUE TO AND LOANS FROM FORMER DIRECTOR - RELATED PARTY
+Added: to former director – related party
+Added: to former director – related party represented unsecured advances made primarily by a former director for operating expenses on
+Added: behalf of the Company, such as intellectual property and formation expenses.
+Added: The expenses were paid for on behalf of the Company and
+Added: were due upon demand.
+Added: The Company was not charged interest under these advances.
+Added: The total amount owed to the former director at September
+Added: 30, 2025 and June 30, 2025 were $0 for both periods.
+Added: On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the
+Added: Debt Exchange”) with the former director (see below) to settle such debt.
+Added: from Former Director - Related Party
+Added: from the Company’s former director at September 30, 2025 and June 30, 2025 were $ 0 for both periods.
+Added: The loan bore no interest
+Added: and was payable on demand.
+Added: January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange
+Added: for the total outstanding loans of $ 74,395 (which also includes the $ 29,759 amount as noted above under due to former director).
+Added: shares were valued at approximately $ 13 per share or $ 375,000 , being the closing price of the stock on the date of grant to the former
+Added: Accordingly, the fair market value of the shares issued was $ 375,000 , resulting in a loss on extinguishment of debt at the
+Added: time of exchange of $ 300,605 during fiscal year 2025.
PROPANC BIOPHARMA, INC.
1 unchanged sentence
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Between November 2024 and
−Removed: December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 15,000
+Added: September 30, 2025
+Added: payable - Related Party
+Added: November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate
+Added: of $ 71,629 .
+Added: Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639
+Added: These loans are payable on demand and were non-interest bearing.
+Added: In September 2025, the Company agreed to pay interest of 12 % per
+Added: annum beginning from the funding date of these loans.
+Added: August 1, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,
+Added: Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 150,000 AUD ($ 98,060 USD).
+Added: used the net proceeds for general working capital purposes.
+Added: The maturity date of the loan is November 1, 2024 , or sooner at the discretion
+Added: of the Company, and the loan bears an interest rate of 12 % per annum and default interest rate of 18 % per annum.
+Added: The Company has the
+Added: right to prepay in full at any time with no prepayment penalty.
+Added: By mutual consent the amount can be repaid via the issuance of common
+Added: 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
+Added: trading days.
+Added: Such loan is past due and currently in default.
+Added: November 2024 and December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an
+Added: aggregate of $ 15,000 AUD ($ 9,731 USD).
+Added: These loans are payable on demand and were non-interest bearing.
+Added: The Company repaid $ 12,000 AUD
+Added: ($ 7,774 USD) including additional interest expense of $ 653 on August 19, 2025.
+Added: In September 2025, the Company agreed to pay interest
+Added: of 12 % per annum beginning from the funding date of these loans.
+Added: December 3, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,
+Added: Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 175,000 AUD ($ 113,485 USD).
+Added: used the net proceeds for general working capital purposes.
+Added: The term of the loan is four months or less (to be determined at the discretion
+Added: of the Company), with $ 70,000 AUD was due on February 28, 2025 and $ 105,000 AUD was due on April 2, 2025.
+Added: The loan bears an interest
+Added: rate of 12 % per annum and default interest rate of 18 % per annum.
+Added: Such loan is past due and currently in default.
+Added: 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).
−Removed: These loans bear no interest and are payable on demand.
−Removed: Effective December 3, 2024, the Company entered into
−Removed: and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the
−Removed: investor loaned the Company an aggregate principal amount of $ 175,000 AUD ($ 113,485 USD).
−Removed: The Company used the net proceeds for general
−Removed: working capital purposes.
−Removed: The term of the loan is four months or less (to be determined at the discretion of the Company), with $ 70,000
−Removed: AUD due on February 28, 2024 and $ 105,000 AUD due on April 2, 2024.
−Removed: The loan bears an interest rate of 12 % per annum and default interest
−Removed: rate of 18 % per annum.
−Removed: In January 2025, an institutional
−Removed: investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 25,000 AUD ($ 15,485 USD).
−Removed: bear no interest and are payable on demand.
−Removed: The loans payable –
−Removed: related parties amounted to $ 366,029 and $ 71,629 as of March 31, 2025 and June 30, 2024, respectively.
−Removed: Loan payable -long-term-
−Removed: Related Party
−Removed: On July 5, 2023, the Company
−Removed: and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which
−Removed: such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).
−Removed: Pursuant to such agreement, the term of such loan is three
−Removed: ( 3 ) years, ending on July 5, 2026 , with an interest rate of 10 % to be paid monthly in arrears.
−Removed: In connection with such loan, the Company
−Removed: issued 250 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $ 600 per share (subject
−Removed: to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date
−Removed: of July 5, 2026.
−Removed: The Company accounted for the 250 warrants issued with this loan payable as debt discount by using the relative fair
−Removed: value method.
−Removed: The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084 was based on a fair value
−Removed: determination using a Black-Scholes model with the following assumptions:
−Removed: stock price at valuation date of $ 7,140 based on the closing
−Removed: price of common stock at date of grant, exercise price of $ 600 , dividend yield of zero, expected term of 3.00 , a risk-free rate of 4.59 %,
−Removed: and expected volatility of 268 %.
+Added: This loan bore no interest and was payable on demand.
+Added: The Company repaid $ 15,485 USD including additional interest
+Added: expense of $ 1,169 on August 19, 2025.
+Added: April 12, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,
+Added: Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 63,188 AUD ($ 39,625 USD).
+Added: used the net proceeds for general working capital purposes.
+Added: The maturity date was on June 30, 2025.
+Added: The loan bore an interest rate of
+Added: 12 % per annum and default interest rate of 18 % per annum.
+Added: The Company repaid $ 39,625 USD including additional interest expense of $ 1,818
+Added: on August 19, 2025.
+Added: June 13, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,
+Added: Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 15,000 AUD ($ 9,675 USD).
+Added: used the net proceeds for general working capital purposes.
+Added: The maturity date was on June 30, 2025.
+Added: The loan bore an interest rate of
+Added: 12 % per annum and default interest rate of 18 % per annum.
+Added: The Company repaid $ 9,675 USD including additional interest expense of $ 257
+Added: on August 19, 2025.
+Added: July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company
+Added: an aggregate of $ 120,000 AUD ($ 78,249 USD).
+Added: These loans bore no interest and were payable on demand.
+Added: The Company fully repaid these loans
+Added: on August 19, 2025.
+Added: July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,
+Added: pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).
+Added: Pursuant to such agreement, the term
+Added: of such loan is three ( 3 ) years, ending on July 5, 2026 , with an interest rate of 10 % to be paid monthly in arrears.
+Added: In connection with
+Added: such loan, the Company issued 250 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price
+Added: of $ 600 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution)
+Added: with an expiry date of July 5, 2026.
+Added: The Company accounted for the 250 warrants issued with this loan payable as debt discount by using
+Added: the relative fair value method.
+Added: The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084 was
+Added: based on a fair value determination using a Black-Scholes model with the following assumptions:
+Added: stock price at valuation date of $ 7,140
+Added: based on the closing price of common stock at date of grant, exercise price of $ 600 , dividend yield of zero, expected term of 3.00 , a
+Added: risk-free rate of 4.59 %, and expected volatility of 268 %.
The debt discount shall be amortized over the term of this loan.
−Removed: A portion of the proceeds of such loan
−Removed: were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note held by a third-party investor and which
−Removed: had been in default.
−Removed: Accrued interest from this
−Removed: loan amounted to $ 15,158 as of June 30, 2024.
−Removed: Amortization of debt discount from this loan for fiscal year 2024 was $ 46,470 .
−Removed: principal outstanding under this loan was $ 153,256 and remaining unamortized debt discount of $ 94,614 as of June 30, 2024 as reflected
−Removed: in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $ 58,642 .
−Removed: Accrued interest from this loan amounted to $ 26,662
−Removed: as of March 31, 2025.
−Removed: Amortization of debt discount for the nine months ended March 31, 2025 was $ 35,271 and for the three months ended
−Removed: March 31, 2025 was $ 11,585 .
−Removed: The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 59,343 as of
−Removed: March 31, 2025 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related
−Removed: party, net of discount of $ 93,913 .
−Removed: Crown Bridge Securities
−Removed: Purchase Agreement
−Removed: Effective October 3, 2019,
−Removed: the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which
−Removed: Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal
−Removed: balance of $ 65,280 as of June 30, 2024.
−Removed: The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due.
−Removed: Crown Bridge Note bore interest at a default interest rate of 15 % per annum.
−Removed: In August 2022, the SEC filed a complaint against Crown Bridge
−Removed: due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
−Removed: agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note.
−Removed: Consequently, during
−Removed: fiscal year 2023, the Company reclassified the remaining principal balance of $ 65,280 from a convertible note into a loan payable which
−Removed: is the principal balance at March 31, 2025 and June 30, 2024.
−Removed: Additionally, the Company recorded the remaining put premium of $ 43,520
−Removed: into gain on extinguishment of debt during fiscal year 2023.
−Removed: The total accrued interest from this loan amounted to $ 52,918 and $ 45,541
−Removed: as of March 31, 2025 and June 30, 2024, respectively.
−Removed: Loans Payable - others
−Removed: In June 2024, the Company
−Removed: entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000 AUD ($ 79,811 USD).
−Removed: The maturity dates
−Removed: of these loans were both in June 2025.
+Added: of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note held by a
+Added: third-party investor which had been in default.
+Added: Amortization of debt discount for fiscal year 2025 was $ 46,985 .
+Added: Amortization of debt
+Added: discount from this loan for the three months ended September 30, 2025 was $ 11,843 .
+Added: The total principal outstanding under this loan was
+Added: $ 153,256 and remaining debt discount of $ 47,629 as of June 30, 2025 as reflected in the accompanying condensed consolidated balance sheet
+Added: as loan payable – long-term – related party, net of discount of $ 105,627 .
+Added: The total principal outstanding under this loan,
+Added: net of discount was $ 117,470 ($ 153,256 principal and remaining unamortized debt discount of $ 35,786 ) as of September 30, 2025 and has
+Added: been reclassified as a short-term loan.
+Added: remaining balance of all the above loans payable – related parties, net of discount amounted to $ 460,240 and $ 415,329 as of September
+Added: 30, 2025 and June 30, 2025, respectively.
+Added: Accrued interest for all of the above loans payable – related parties as of September
+Added: 30, 2025 and June 30, 2025 were $ 86,907 and $ 56,935 , respectively.
+Added: BIOPHARMA, INC.
+Added: AND SUBSIDIARY
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: September 30, 2025
+Added: October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”),
+Added: pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which
+Added: had a remaining principal balance of $ 65,280 as of September 30, 2025 and June 30, 2025.
+Added: The maturity date of the Crown Bridge Note was
+Added: October 3, 2020 and is currently past due.
+Added: The Crown Bridge Note bore interest at a default interest rate of 15 % per annum.
+Added: 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934,
+Added: as amended (the “Exchange Act”).
+Added: Crown Bridge agreed to surrender all conversion rights in its currently held convertible
+Added: notes, including the Crown Bridge Note.
+Added: Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance
+Added: of $ 65,280 from a convertible note into a loan payable which is the principal balance at September 30, 2025 and June 30, 2025.
+Added: accrued interest from this loan amounted to $ 57,828 and $ 55,360 as September 30, 2025 and June 30, 2025, respectively.
+Added: Payable - others
+Added: June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000 AUD ($ 79,811 USD).
+Added: The maturity dates of these loans were both in June 2025.
These loans bore interest at a rate of 12 % per annum.
−Removed: On February 5, 2025, the Company entered
−Removed: into a Debt Exchange Agreements with the two investors and issued an aggregate of 30,000 shares of common stock in exchange for the total
−Removed: outstanding loan including accrued interest of $ 86,248 .
−Removed: Those shares were valued at $ 10 per share or $ 300,000 , being the closing price
−Removed: of the stock on the date of grant to the two investors.
−Removed: Accordingly, the fair market value of the shares issued was $ 300,000 , resulting
−Removed: in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the nine months ended March 31, 2025.
−Removed: As of March 31, 2025
−Removed: and June 30, 2024, the total balance of these loans amounted to $ 0 and $ 79,811 , respectively, and accrued interest of $ 0 and $ 665 , respectively.
−Removed: The aggregate principal outstanding
−Removed: on the above loans was $ 65,280 and $ 145,091 as of March 31, 2025 and June 30, 2024, respectively.
−Removed: PROPANC BIOPHARMA, INC.
+Added: On February 5, 2025,
+Added: the Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate of 30,000 shares of common stock in
+Added: exchange for the total outstanding loan including accrued interest of $ 86,248 .
+Added: Those shares were valued at $ 10 per share or $ 300,000 ,
+Added: being the closing price of the stock on the date of grant to the two investors.
+Added: Accordingly, the fair market value of the shares issued
+Added: was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during fiscal year 2025.
+Added: As of September
+Added: 30, 2025 and June 30, 2025, the total balance of these loans including accrued interest amounted to $ 0 and $ 6,286 , respectively.
+Added: Company fully paid the accrued interest of $ 6,286 on August 27, 2025.
+Added: aggregate principal outstanding on the above loans was $ 65,280 as of September 30, 2025 and June 30, 2025 for both periods.
+Added: Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 57,828 accrued interest, which includes
+Added: interest accruing at the default interest rate at 15 %.
+Added: Loans payable – related party for total principal amount of $ 211,545 and
+Added: accrued interest of $ 31,226 which includes interest accruing at the default interest rate at 18 % with maturity dates between November
+Added: 2024 and April 2025 were in default as of September 30, 2025 .
+Added: 6 – NOTES PAYABLE AND CONVERTIBLE NOTES
+Added: Company’s promissory notes outstanding at September 30, 2025 and June 30, 2025 were as follows:
+Added: SCHEDULE OF PROMISSORY NOTES OUTSTANDING
+Added: September 30, 2025
+Added: June 30, 2025
+Added: Principal amounts of notes payable
+Added: Unamortized discounts
+Added: Notes payable, net
+Added: August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10 % original issue discount
+Added: promissory note (the “Promissory Note”) in consideration for $ 120,000 , which has a principal face amount of $ 132,000 , matured
+Added: on November 15, 2023 and accrued interest at a rate of 10 % per annum, and was increased to 18 % due to the event of a default.
+Added: had the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts
+Added: that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium
+Added: of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%
+Added: if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity
+Added: date), unless the Company and the Lender agree to otherwise effect repayment.
+Added: The Promissory Note contains certain customary events of
+Added: default set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy,
+Added: liquidation and failure by the Company to pay the principal and interest due under the Promissory Note.
+Added: On May 7, 2024, the August 2023
+Added: Lender notified the Company that the 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory
+Added: Note to September 30, 2024.
+Added: May 7, 2025, the Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed
+Added: to extend the maturity date of the promissory note dated August 15, 2023, which was amended on May 7, 2024 (the “Old Note”)
+Added: to June 15, 2025 and increasing the principal amount by a default penalty of $ 39,600 and adding accrued interest of $ 30,805 into the
+Added: principal amount thereby increasing the current principal amount to $ 202,405 .
+Added: All other terms of the Old Note shall remain unchanged
+Added: and in full force and effect.
+Added: As of June 30, 2025, the Promissory Note was in default.
+Added: May 7, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed
+Added: to purchase a promissory note from the Company in the aggregate principal amount of $ 90,000 , for a purchase price of $ 75,000 .
+Added: is a non-convertible note.
+Added: The maturity date of the note was on June 15, 2025 and bears interest at a rate of 10 % per annum and default
+Added: interest rate of 18 % per annum.
+Added: Repayment of the note may occur as follows:
+Added: (a) if the Company repaid this note on or before June 7,
+Added: 2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of
+Added: the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;
+Added: (b) if the Company repaid the note after June 7, 2025 and on or before July 7, 2025, then Company shall pay investor in cash the sum
+Added: of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such
+Added: time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may
+Added: agree to effect repayment.
+Added: As of June 30, 2025, the promissory note was in default.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Loan in default
−Removed: The Crown Bridge Note is currently
−Removed: past due and in default, consisting of $ 65,280 principal and $ 52,918 accrued interest, which includes interest accruing at the default
−Removed: interest rate at 15 %.
−Removed: NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES
−Removed: Promissory Note
−Removed: On August 15, 2023, the Company
−Removed: issued to an institutional investor (the “August 2023 Lender”) a 10 % original issue discount promissory note (the “Promissory
−Removed: Note”) in consideration for $ 120,000 , which has a principal face amount of $ 132,000 , matured on November 15, 2023 and accrued interest
−Removed: at a rate of 10 % per annum, and was increased to 18 % due to the event of a default.
−Removed: The Company had the right to prepay the principal
−Removed: and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the Company may owe the August 2023
−Removed: Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face amount plus accrued and unpaid
−Removed: interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120% if prepaid after such date, but on or before
−Removed: October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity date), unless the Company and the Lender
−Removed: agree to otherwise effect repayment.
−Removed: The Promissory Note contains certain customary events of default set forth in the Promissory Note,
−Removed: including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company
−Removed: to pay the principal and interest due under the Promissory Note.
−Removed: On May 7, 2024, the August 2023 Lender notified the Company that the
−Removed: 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory Note to September 30, 2024.
−Removed: Effective May 7, 2025, the
−Removed: Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed to extend the maturity
−Removed: date of the promissory note dated August 15, 2023, which was amended on May 7, 2024 (the “Old Note”) to June 15, 2025.
−Removed: other terms of the Old Note shall remain unchanged and in full force and effect.
−Removed: Accrued interest from this note amounted to $ 30,711
−Removed: and $ 15,536 as of March 31, 2025 and June 30, 2024, respectively.
−Removed: Amortization of debt discount from the promissory note for fiscal year
−Removed: 2024 was $ 12,000 .
−Removed: The total principal outstanding under this note was $ 132,000 and remaining debt discount of $ 0 as of March 31, 2025
−Removed: and June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $ 132,000 .
+Added: September 30, 2025
+Added: June 2, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed
+Added: to purchase a promissory note from the Company in the aggregate principal amount of $ 60,000 , for a purchase price of $ 50,000 .
+Added: is a non-convertible note.
+Added: The maturity date of the note is on July 15, 2025 and bears interest at a rate of 10 % per annum and default
+Added: interest rate of 18 % per annum.
+Added: Repayment of the note may occur as follows:
+Added: (a) if the Company repaid this note on or before July 7,
+Added: 2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of
+Added: the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due;
+Added: (b) if the Company repaid the note after July 7, 2025 and on or before August 7, 2025, then Company shall pay investor in cash the sum
+Added: of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such
+Added: time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may
+Added: agree to effect repayment.
+Added: July 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase
+Added: a promissory note from the Company in the aggregate principal amount of $ 82,500 , for a purchase price of $ 75,000 .
+Added: Such note was a non-convertible
+Added: The Company used the net proceeds therefrom for general working capital purposes.
+Added: The maturity date of the note was September 15,
+Added: 2025 and bore interest at a rate of 10 % per annum and default interest rate of 18 % per annum.
+Added: Repayment of the note may occur as follows:
+Added: (a) if the Company repaaid this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred percent
+Added: (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest
+Added: unpaid at such time, and any other payment due;
+Added: and (b) if the Company repaid the note after August 18, 2025 and on or before September
+Added: 18, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal
+Added: Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)
+Added: or (b) at such time as the Company and the investor may agree to effect repayment.
+Added: August 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $ 434,905 including
+Added: total accrued interest, default and prepayment penalty of $ 35,076 .
+Added: of September 30, 2025 and June 30, 2025, the total principal outstanding under these notes was $ 0 and $ 352,405 , respectively, and remaining
+Added: debt discount of $ 0 and $ 3,488 as of September 30, 2025 and June 30, 2025, respectively, as reflected in the accompanying condensed consolidated
+Added: balance sheet as notes payable, net of discount.
+Added: Accrued interest from these notes amounted to $ 0 and $ 5,718 as of September 30, 2025
+Added: and June 30, 2025, respectively.
+Added: Amortization of debt discount from these notes for the three months ended September 30, 2025 and 2024
+Added: was $ 10,988 and $ 0 , respectively.
Diagonal Lending Promissory Notes
−Removed: On May 24, 2024, the Company entered into a 15 % promissory
−Removed: note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds of $ 35,000
−Removed: with 1800 Diagonal Lending, LLC.
−Removed: The principal and accrued interest was payable on or before March 30, 2025.
−Removed: Any amount of principal or
−Removed: interest on this note which was not paid when due shall bear interest at the rate of twenty two percent ( 22 %) per annum from the due date
−Removed: thereof until the same was paid.
−Removed: Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid on November
−Removed: 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a total payback to the Holder of $ 56,580 ).
−Removed: payment of $ 7,072.50 was due on December 30, 2024 with 3 subsequent payments each month thereafter.
−Removed: The Company had a five (5) day grace
−Removed: period with respect to each payment.
−Removed: In November 2024, the Company fully paid the principal of $ 49,200 and accrued interest of $ 5,683 .
−Removed: On June 10, 2024, the Company entered into a 15 % promissory
−Removed: note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds of $ 35,000
−Removed: with 1800 Diagonal Lending, LLC.
−Removed: The principal and accrued interest was payable on or before April 15, 2025.
−Removed: Any amount of principal or
−Removed: interest on this note which was not paid when due shall bear interest at the rate of twenty two percent ( 22 %) per annum from the due date
−Removed: thereof until the same was paid.
−Removed: Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid on December
−Removed: 15, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a total payback to the Holder of $ 56,580 ).
−Removed: payment of $ 7,072.50 was due on January 15, 2025 with 3 subsequent payments each month thereafter.
−Removed: The Company shall had a five (5) day
−Removed: grace period with respect to each payment.
−Removed: In November 2024, the Company fully paid the principal of $ 49,200 and accrued interest of $ 5,683 .
−Removed: On January 31, 2025, the Company entered into and closed
−Removed: a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant to which the Investor agreed to purchase a convertible
−Removed: promissory note from the Company in the aggregate principal amount of $ 65,000 , for a purchase price of $ 56,000 .
−Removed: The Company intends to
−Removed: use the net proceeds therefrom for general working capital purposes.
−Removed: The maturity date of the note is November 30, 2025 and the note bears
−Removed: a one-time interest charge of fifteen percent that shall be applied on the issuance date.
+Added: May 24, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal
+Added: and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.
+Added: The principal and accrued interest is payable
+Added: on or before March 30, 2025.
+Added: Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate
+Added: of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid.
Accrued, unpaid interest and outstanding principal,
−Removed: subject to adjustment, shall be paid in five (5) payments , with the first on July 30, 2025 for $ 37,375.00 , and the other four payments
−Removed: of $ 9,343.75 on August 30, 2025, September 30, 2025, October 30, 2025 and November 30, 2025 (a total payback to the Holder of $ 74,750.00 ).
+Added: subject to adjustment, shall be paid on November 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a
+Added: total payback to the Holder of $ 56,580 ).
+Added: The first payment of $ 7,072.50 shall be due on December 30, 2024 with 3 subsequent payments
+Added: each month thereafter.
The Company shall have a five (5) day grace period with respect to each payment.
−Removed: The Company has right to prepay in full at any time with
−Removed: no prepayment penalty.
−Removed: On March 25, 2025, the Company entered into and closed
−Removed: a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant to which the Investor agreed to purchase a convertible
−Removed: promissory note from the Company in the aggregate principal amount of $ 79,200 , for a purchase price of $ 67,000 .
−Removed: The Company intends to
−Removed: use the net proceeds therefrom for general working capital purposes.
−Removed: The maturity date of the note is January 30, 2026 and the note bears
−Removed: a one-time interest charge of fifteen percent that shall be applied on the issuance date.
+Added: In November 2024, the Company
+Added: fully paid the principal of $ 49,200 and accrued interest of $ 5,683 .
+Added: June 10, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal
+Added: and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC.
+Added: The principal and accrued interest is payable
+Added: on or before April 15, 2025.
+Added: Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate
+Added: of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid.
Accrued, unpaid interest and outstanding principal,
−Removed: subject to adjustment, shall be paid in five (5) payments , with the first on September 30, 2025 for $ 45,540 , and the other four payments
−Removed: of $ 11,385 on October 30, 2025, November 30, 2025, December 30, 2025 and January 30, 2026 (a total payback to the Holder of $ 91,080 ).
+Added: subject to adjustment, shall be paid on December 15, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,073 (a total
+Added: payback to the Holder of $ 56,580 ).
+Added: The first payment of $ 7,073 shall be due on January 15, 2025 with 3 subsequent payments each month
The Company shall have a five (5) day grace period with respect to each payment.
−Removed: The Company has the right to prepay in full at any time
−Removed: with no prepayment penalty.
−Removed: The Company had the right to accelerate payments or
−Removed: prepay in full at any time with no prepayment penalty.
−Removed: At any time following an event of default, the noteholder had the right, to convert
−Removed: all or any part of the outstanding and unpaid amount of these notes into shares of common stock.
−Removed: The conversion price of the above notes
−Removed: was equal to 65 % multiplied by the lowest trading price for the common stock during the 10 trading days prior to the conversion date (representing
−Removed: a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.
−Removed: Upon the occurrence of any event of defaults, these notes
−Removed: shall be immediately due and payable in an amount equal to 150 % default percentage multiplied by the sum of the outstanding principal
−Removed: balances plus accrued interest and default interest.
−Removed: As of March 31, 2025 and June 30, 2024 the total balance
−Removed: of these 1800 Diagonal Lending promissory notes amounted to $ 144,200 and $ 98,400 , respectively and accrued interest of $ 1,771 and $ 1,193 ,
−Removed: respectively.
−Removed: PROPANC BIOPHARMA, INC.
+Added: In November 2024, the Company fully paid
+Added: the principal of $ 49,200 and accrued interest of $ 5,683 .
+Added: January 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant
+Added: to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 65,000 ,
+Added: for a purchase price of $ 56,000 .
+Added: The Company used the net proceeds therefrom for general working capital purposes.
+Added: The maturity date
+Added: of the note was November 30, 2025 and the note bore a one-time interest charge of fifteen percent that shall be applied on the issuance
+Added: Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments, with the first on
+Added: July 30, 2025 for $ 37,375 , and the other four payments of $ 9,344 on August 30, 2025, September 30, 2025, October 30, 2025 and November
+Added: 30, 2025 (a total payback to the Holder of $ 74,750 ).
+Added: The Company shall have a five (5) day grace period with respect to each payment.
+Added: In July 2025 and August 2025, the Company fully paid the principal of $ 65,000 including interest of $ 9,750 .
+Added: March 25, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant
+Added: to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 79,200 ,
+Added: for a purchase price of $ 67,000 .
+Added: The Company used the net proceeds therefrom for general working capital purposes.
+Added: The maturity date
+Added: of the note was January 30, 2026 and the note bore a one-time interest charge of fifteen percent that shall be applied on the issuance
+Added: Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments , with the first on
+Added: September 30, 2025 for $ 45,540 , and the other four payments of $ 11,385 on October 30, 2025, November 30, 2025, December 30, 2025 and
+Added: January 30, 2026 (a total payback to the Holder of $ 91,080 ).
+Added: The Company shall have a five (5) day grace period with respect to each
+Added: In August 2025, the Company fully paid the principal of $ 79,200 including interest of $ 11,880 .
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Red Road Holdings Promissory Note
−Removed: On December 4, 2024, the Company entered into a 15 %
−Removed: promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds
−Removed: of $ 35,000 with Red Road Holdings.
−Removed: The principal and accrued interest was payable on or before October 15, 2025.
−Removed: Any amount of principal
−Removed: or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent ( 22 %) per annum from the due
−Removed: date thereof until the same was paid.
−Removed: Accrued interest and outstanding principal, subject to adjustment, shall be paid on June 15, 2025
−Removed: in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a total payback to the Holder of $ 56,580 ).
−Removed: The first payment
−Removed: of $ 7,072.50 is due on July 15, 2025 with 3 subsequent payments each month thereafter.
−Removed: The Company had a five (5) day grace period with
−Removed: respect to each payment.
−Removed: The Company had the right to accelerate payments or
−Removed: prepay in full at any time with no prepayment penalty.
−Removed: At any time following an event of default, the noteholder has the right, to convert
−Removed: all or any part of the outstanding and unpaid amount of the note into shares of common stock.
−Removed: The conversion price of the note is equal
−Removed: to 65 % multiplied by the lowest trading price for the common stock during the 10 trading days prior to the conversion date (representing
−Removed: a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.
−Removed: Upon the occurrence of any event of defaults, the note shall
−Removed: be immediately due and payable in an amount equal to 150 % default percentage multiplied by the sum of the outstanding principal balances
−Removed: plus accrued interest and default interest.
−Removed: As of March 31, 2025, the total balance of principal
−Removed: and accrued interest of the Red Road Holdings promissory note amounted to $ 49,200 and $ 2,366 , respectively.
−Removed: The total balance of the above four promissory notes,
−Removed: net of unamortized discount of $ 43,892 was $ 281,508 at March 31, 2025.
−Removed: The total balance of the above three promissory notes, net of unamortized
−Removed: discount of $ 25,706 was $ 204,694 at June 30, 2024.
−Removed: Convertible Notes
−Removed: The Company’s convertible notes outstanding at
−Removed: March 31, 2025 and June 30, 2024 were as follows:
+Added: September 30, 2025
+Added: June 13, 2025, the Company entered into a 15 % promissory note in the aggregate principal amount of $ 67,860 , for a purchase price of $ 58,000 .
+Added: This note contained original issue discount of $ 8,000 and legal and financing costs of $ 9,860 for net proceeds of $ 50,000 with 1800 Diagonal
+Added: Lending, LLC.
+Added: The maturity date of the note was April 15, 2026 and the note bore a one-time interest charge of fifteen percent that shall
+Added: be applied on the issuance date.
+Added: Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5)
+Added: payments, with the first on December 15, 2025 for $ 39,020 , and the other four payments on January 15, 2026, February 15, 2026, March
+Added: 15, 2026 and April 15, 2026, each for $ 9,755 (a total payback to the Holder of $ 78,039 ).
+Added: The Company shall have a five (5) day grace
+Added: period with respect to each payment.
+Added: In August 2025, the Company fully paid the principal of $ 67,860 including interest of $ 10,179 .
+Added: Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty.
+Added: At any time following an event
+Added: of default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares
+Added: of common stock.
+Added: The conversion price of the above notes was 65 % multiplied by the lowest trading price for the common stock during the
+Added: 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.
+Added: Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 % default percentage
+Added: multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.
+Added: July 2025 and August 2025, the Company fully repaid the total principal amount of $ 212,060 including accrued interest for the above 1800
+Added: Diagonal Lending promissory notes.
+Added: of September 30, 2025 and June 30, 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 212,060 ,
+Added: respectively and accrued interest of $ 0 and $ 7,638 , respectively.
+Added: Road Holdings Promissory Note
+Added: December 4, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and
+Added: legal and financing costs of $ 6,000 for net proceeds of $ 35,000 with Red Road Holdings.
+Added: The principal and accrued interest was payable
+Added: on or before October 15, 2025.
+Added: Any amount of principal or interest on this note which was not paid when due shall bear interest at the
+Added: rate of twenty two percent ( 22 %) per annum from the due date thereof until the same was paid.
+Added: Accrued interest and outstanding principal,
+Added: subject to adjustment, shall be paid on June 15, 2025 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072 (a total payback
+Added: to the Holder of $ 56,580 ).
+Added: The first payment of $ 7,072 is due on July 15, 2025 with 3 subsequent payments each month thereafter.
+Added: Company had a five (5) day grace period with respect to each payment.
+Added: Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty.
+Added: At any time following an event
+Added: of default, the noteholder has the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of
+Added: common stock.
+Added: The conversion price of the note is equal to 65 % multiplied by the lowest trading price for the common stock during the
+Added: 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations.
+Added: Upon the occurrence of any event of defaults, the note shall be immediately due and payable in an amount equal to 150 % default percentage
+Added: multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.
+Added: of June 30, 2025, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $ 24,812 and
+Added: $ 303 , respectively, after the payment of the first installment of $ 28,290 in June 2025.
+Added: As of September 30, 2025, the total balance of
+Added: principal and accrued interest of the Red Road Holdings promissory note amounted to $ 0 after the full payment of the principal of $ 24,812
+Added: including interest of $ 3,478 in July 2025 and August 2025.
+Added: total balance of the above nine promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025.
+Added: As of September
+Added: 30, 2025 the total balance of the above promissory notes amounted to $ 0 and accrued interest of $ 0 .
+Added: Company’s convertible notes outstanding at September 30, 2025 and June 30, 2025 were as follows:
SCHEDULE OF CONVERTIBLE NOTES
−Removed: March 31, 2025
+Added: September 30, 2025
June 30, 2025
2 unchanged sentences
Convertible notes, net
−Removed: ONE44 Capital Securities Purchase Agreements
−Removed: August 15, 2022 Securities Purchase Agreement
−Removed: On August 15, 2022, the Company entered into a securities
−Removed: purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “August 15, 2022 ONE44 Note”)
−Removed: from the Company in the aggregate principal amount of $ 110,000 , such principal and the interest thereon were convertible into shares of
−Removed: the common stock at the option of ONE44 any time after the six-month anniversary of the August 15, 2022 ONE44 Note.
−Removed: The transaction contemplated
−Removed: by such purchase agreement closed on August 16, 2022.
−Removed: The August 15, 2022 One44 Note contained an original issue discount amount of $ 10,000 .
−Removed: Pursuant to the terms of such purchase agreement, the Company paid $ 5,500 for ONE44’s legal fees.
−Removed: The Company used the net proceeds
−Removed: from the August 15, 2022 ONE44 Note for general working capital purposes.
−Removed: The maturity date of the August 15, 2022 One44 Note was August
−Removed: The August 15, 2022 ONE44 Note bore interest at a rate of 10 % per annum, which was payable in shares of common stock, but was
−Removed: not payable until the maturity date or upon acceleration or by prepayment of such note.
−Removed: The August 15, 2022 ONE44 Note was fully converted
−Removed: in fiscal year 2024.
−Removed: February 14, 2023 Securities Purchase Agreement
−Removed: On February 14, 2023, the Company entered into a securities
−Removed: purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “February 14, 2023 ONE44 Note”)
−Removed: from the Company in the aggregate principal amount of $ 111,111 , such principal and the interest thereon were convertible into shares of
−Removed: the common stock at the option of ONE44 any time after the six-month anniversary of the February 14, 2023 ONE44 Note.
−Removed: The transaction
−Removed: contemplated by such purchase agreement closed on February 14, 2023.
−Removed: The February 14, 2023 One44 Note contained an original issue discount
−Removed: amount of $ 11,111 .
−Removed: Pursuant to the terms of such purchase agreement, the Company paid $ 5,500 for ONE44’s legal fees.
−Removed: used the net proceeds from the February 14, 2023 ONE44 Note for general working capital purposes.
−Removed: The maturity date of the February 14,
−Removed: 2023 One44 Note was February 14, 2024.
−Removed: The February 14, 2023 ONE44 Note bore interest at a rate of 10 % per annum, which interest was payable
−Removed: in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of such note.
−Removed: 14, 2023 One44 Note was fully converted in fiscal year 2024.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements
+Added: 22, 2025 Securities Purchase Agreement
+Added: July 22, 2025, the Company entered into and closed a securities purchase agreement with 1800 Diagonal, pursuant to which the 1800 Diagonal
+Added: agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 112,350 , for a purchase price
+Added: of $ 107,000 .
+Added: The Company used the net proceeds therefrom for general working capital purposes.
+Added: The maturity date of the note was April
+Added: 30, 2026 , and bore interest at a rate of 10 % per annum.
+Added: Such principal and the interest thereon were convertible into shares of the Company’s
+Added: common stock at the option of 1800 Diagonal any time after 180 days from the date of issuance.
+Added: This note contained debt issue costs of
+Added: The Company fully repaid this note in August 2025.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: December 8, 2023 Securities
−Removed: Purchase Agreement
−Removed: On December 8, 2023, the Company entered into a securities
−Removed: purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “December 8, 2023 ONE44 Note”)
−Removed: from the Company in the aggregate principal amount of $ 150,000 , such principal and the interest thereon are convertible into shares of
−Removed: the common stock at the option of ONE44 any time after the six-month anniversary of the December 8, 2023 ONE44 Note.
−Removed: The transaction contemplated
−Removed: by such purchase agreement closed on December 8, 2023.
−Removed: The December 8, 2023 One44 Note contains an original issue discount amount of $ 15,000 .
−Removed: Pursuant to the terms of such purchase agreement, the Company paid $ 7,500 for ONE44’s legal fees.
−Removed: The Company used the net proceeds
−Removed: from the December 8, 2023 ONE44 Note for general working capital purposes.
+Added: September 30, 2025
+Added: following terms shall apply to the above 1800 Diagonal notes:
+Added: 1800 Diagonal Note bore interest at a rate of 10 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of the
+Added: Company’s common stock;
+Added: but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date or
+Added: upon acceleration or by prepayment.
+Added: the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest
+Added: due under all of the above notes, together with any other amounts that the Company may owe the holder under the terms of the note, at
+Added: a premium ranging from 120 % to 125 % as defined in the note agreement.
+Added: After this initial 180-day period, the Company does not have a
+Added: right to prepay such note.
+Added: conversion prices for the above1800 Diagonal note was 75 % (representing a 25 % discount) of the market price which means the average of
+Added: the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.
+Added: Notwithstanding the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares
+Added: of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of
+Added: the Company’s common stock.
+Added: The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company
+Added: recorded a total debt premium of $ 37,450 which was recorded during the three months ended September 30, 2025.
+Added: above note contained certain events of default, upon which principal and accrued interest will become immediately due and payable.
+Added: addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 % per annum, or
+Added: if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
+Added: Further, certain events
+Added: of default may trigger penalty and liquidated damage provisions.
+Added: Failure to deliver shares of common stock upon conversion of the above
+Added: 1800 Diagonal notes within three business days of notice of conversion will result in the Company paying a penalty of $ 1,000 per day,
+Added: subject to certain exceptions.
+Added: certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal
+Added: 150 % of the then-outstanding principal amount of the above 1800 Diagonal note, plus any interest accrued upon such event of default or
+Added: prior events of default (the “Default Amount”).
+Added: Further, upon any event of default relating to the failure to issue shares
+Added: of common stock upon the conversion of such notes, such note become immediately due and payable in an amount equal to twice the Default
+Added: total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of September 30, 2025 following the repayment
+Added: in full of principal balance of $ 112,350 including accrued interest and prepayment penalty of $ 23,283 .
+Added: Accordingly, $ 37,450 of the put
+Added: premium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the three months
+Added: ended September 30, 2025 following repayment of the principal balance.
+Added: Capital Securities Purchase Agreements
+Added: 8, 2023 Securities Purchase Agreement
+Added: December 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible
+Added: redeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 150,000 , such
+Added: principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month
+Added: anniversary of the December 8, 2023 ONE44 Note.
+Added: The transaction contemplated by such purchase agreement closed on December 8, 2023.
+Added: December 8, 2023 One44 Note contained an original issue discount amount of $ 15,000 .
+Added: Pursuant to the terms of such purchase agreement,
+Added: the Company paid $ 7,500 for ONE44’s legal fees.
+Added: The Company used the net proceeds from the December 8, 2023 ONE44 Note for general
+Added: working capital purposes.
The maturity date of the December 8, 2023 One44 Note was December 8, 2024.
−Removed: The December 8, 2023 ONE44 Note bears interest at a rate of 10 % per annum, which interest is payable in shares of common stock,
−Removed: but is not payable until the maturity date or upon acceleration or by prepayment of such note.
−Removed: As of the date of filing this report, such
−Removed: ONE44 Note is past due and currently in default.
−Removed: The following terms shall apply to all of the above
−Removed: During the first 60 to 180
−Removed: days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the
−Removed: above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium
−Removed: ranging from 120 % to 135 % as defined in the relevant note.
−Removed: After this initial 180-day period, the Company does not have a right to prepay
−Removed: The conversion price for the
−Removed: above ONE44 notes ranges from 60% to 65% (representing a 35 % to 40 % discount) of the market price of the common stock, which is based
+Added: The December 8, 2023 ONE44 Note
+Added: bore interest at a rate of 10 % per annum, which interest was payable in shares of common stock, but was not payable until the maturity
+Added: date or upon acceleration or by prepayment of such note.
+Added: The December 8, 2023 One44 Note was fully converted in August 2025.
+Added: following terms shall apply to the above ONE44 note:
+Added: the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid
+Added: interest due under the above note issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of
+Added: the note, at a premium ranging from 120 % to 135 % as defined in the relevant note.
+Added: After this initial 180-day period, the Company does
+Added: not have a right to prepay such note.
+Added: conversion price for the above ONE44 note was 60 % (representing a 40 % discount) of the market price of the common stock, which was based
on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice
of conversion.
−Removed: Notwithstanding the foregoing, such notes are subject to 4.99 % beneficial ownership limitations.
−Removed: All of the above ONE44
−Removed: notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $ 133,305 during the
−Removed: year ended June 30, 2023 and recorded a total debt premium of $ 100,000 was recorded during the year ended June 30, 2024.
+Added: Notwithstanding the foregoing, such note was subject to 4.99 % beneficial ownership limitations.
+Added: The above ONE44 note was
+Added: treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $ 100,000 which was recorded
+Added: during fiscal year 2024.
above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.
1 unchanged sentence
or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
−Removed: Further, certain events
−Removed: of default may trigger penalty and liquidated damage provisions.
−Removed: In the event that the Company fails to deliver to ONE44 shares of common
−Removed: stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250 per day the shares are not
−Removed: issued beginning on the 4 th day after the conversion
−Removed: notice was delivered to the Company.
−Removed: This penalty increases to $ 500 per day beginning on the 10 th
−Removed: In the event that the Company loses the bid price of its common stock on OTC, such ONE44 note does not
−Removed: incur penalty and instead the outstanding principal amount increases by 20 %.
−Removed: The total principal amount outstanding under the above
−Removed: ONE44 financing agreements was $ 119,300 and accrued interest was $ 6,726 as of June 30, 2024 following conversion of $ 148,811 of the principal
−Removed: balance and $ 9,909 accrued interest during the year ended June 30, 2024.
−Removed: Accordingly, $ 98,311 of the put premium was released to additional
−Removed: paid in capital in respect to the ONE44 financing agreements during the year ended June 30, 2024 following conversion of the principal
−Removed: The total principal amount outstanding under the above
−Removed: ONE44 financing agreements was $ 104,460 and accrued interest was $ 12,570 as of March 31, 2025 following conversion of $ 14,840 of the principal
−Removed: balance and $ 1,006 accrued interest during the nine months ended March 31, 2025.
−Removed: Accordingly, $ 9,893 of the put premium was released to
−Removed: additional paid in capital in respect to the ONE44 financing agreements during the nine months ended March 31, 2025 following conversion
−Removed: of the principal balance.
−Removed: One ONE44 note with principal
−Removed: amount of $ 104,460 is currently in default and accrues at a default interest rate of 24 % per annum.
−Removed: GS Capital Partners Securities Purchase Agreements
−Removed: August 23, 2023 Securities
−Removed: Purchase Agreement
−Removed: On August 23, 2023, the Company entered into a securities
−Removed: purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company
−Removed: in the aggregate principal amount of $ 77,500 , such principal and the interest thereon are convertible into shares of the Company’s
−Removed: common stock at the option of GS Capital.
−Removed: The GS Capital Note contained a $ 5,000 original issue discount.
−Removed: Pursuant to the terms of the
−Removed: GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 .
−Removed: The Company used the net proceeds from the GS Capital
−Removed: Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note was February
−Removed: The GS Capital Note bore an interest at a rate of 8 % per annum and was increased to 24 % due to the event of a default, which
−Removed: interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes
−Removed: payable, whether at the Maturity Date or upon acceleration or by prepayment.
−Removed: The GS Capital Note was exchangeable for an equal aggregate
−Removed: principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
−Removed: The initial conversion
−Removed: price for the GS Capital Note was equal to $2,400 per share, provided that the fixed price will be reduced to $1,200 per share in the
−Removed: event that the market price of the Common Stock trades below $1,800 per share for five consecutive trading days.
−Removed: In the event of a default
−Removed: under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common Stock for
−Removed: the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the
−Removed: period in which the Company remained in default.
−Removed: The August 23, 2023 GS Capital Note was fully converted in July 2024.
−Removed: PROPANC BIOPHARMA, INC.
+Added: Further, certain
+Added: events of default may trigger penalty and liquidated damage provisions.
+Added: In the event that the Company fails to deliver to ONE44 shares
+Added: of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250 per day the shares
+Added: are not issued beginning on the 4 th day after the conversion notice was delivered to the Company.
+Added: This penalty increases to
+Added: $ 500 per day beginning on the 10 th day.
+Added: In the event that the Company loses the bid price of its common stock on OTC markets,
+Added: such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20 %.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: October 12, 2023 Securities
−Removed: Purchase Agreement
−Removed: On October 12, 2023, the Company entered into a securities
−Removed: purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company
−Removed: in the aggregate principal amount of $ 61,000 , such principal and the interest thereon are convertible into shares of the Company’s
−Removed: common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 3,500 original issue discount.
−Removed: Pursuant to the terms of the
−Removed: GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 .
−Removed: The Company intends to use the net proceeds from the
−Removed: GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note was April
−Removed: The GS Capital Note bore interest at a rate of 8 % per annum and was increased to 24 % due to the event of a default, which interest
+Added: September 30, 2025
+Added: total principal amount outstanding under the above ONE44 financing agreements was $ 104,460 and accrued interest was $ 24,962 as of June
+Added: 30, 2025 following conversion of $ 14,840 of the principal balance and $ 1,006 accrued interest during the year ended June 30, 2025.
+Added: $ 9,893 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended
+Added: June 30, 2025 following conversion of the principal balance.
+Added: total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of September 30, 2025 following
+Added: conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the three months ended September 30, 2025.
+Added: $ 69,640 of the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the
+Added: principal balance.
+Added: Capital Partners Securities Purchase Agreements
+Added: 23, 2023 Securities Purchase Agreement
+Added: August 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 77,500 , such principal and the interest
+Added: thereon are convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contained a
+Added: $ 5,000 original issue discount.
+Added: Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note was February 23, 2024 .
+Added: The GS Capital Note bore an interest at a rate of 8 % per annum and was increased
+Added: to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not
+Added: be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital
+Added: Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital
+Added: surrendering the same.
+Added: The initial conversion price for the GS Capital Note was equal to $2,400 per share, provided that the fixed price
+Added: will be reduced to $1,200 per share in the event that the market price of the Common Stock trades below $1,800 per share for five consecutive
+Added: trading days.
+Added: In the event of a default under the note and unless the fixed price was lower, such conversion price will equal the lowest
+Added: trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment
+Added: every thirty calendar days during the period in which the Company remained in default.
+Added: The August 23, 2023 GS Capital Note was fully
+Added: converted in July 2024.
+Added: 12, 2023 Securities Purchase Agreement
+Added: October 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 61,000 , such principal and the interest
+Added: thereon were convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contained a
+Added: $ 3,500 original issue discount.
+Added: Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note was April 12, 2024 and was in default.
+Added: The GS Capital Note bore interest at a rate of 8% per annum
+Added: and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock
+Added: but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested
+Added: by GS Capital surrendering the same.
+Added: The initial conversion price for the GS Capital Note was equal to $900 per share (the “Fixed
+Added: Price”), provided that the Fixed Price will be reduced to $600 per share in the event that the market price of the Common Stock
+Added: trades below $450 per share for ten consecutive trading days.
+Added: In the event of a default under the Note and unless the Fixed Price was
+Added: lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such
+Added: default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default.
+Added: The October 12, 2023 GS Capital Note was fully converted in August 2025.
+Added: 12, 2024 Securities Purchase Agreement
+Added: April 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest
+Added: thereon were convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contained a
+Added: $ 2,500 original issue discount.
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note was October 12, 2024 and was in default.
+Added: The GS Capital Note bore interest at a rate of 8 % per annum,
+Added: which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note
+Added: became payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital Note was exchangeable for an equal
+Added: aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
+Added: conversion price for the GS Capital Note was equal to $102 per share, provided that the fixed price will be reduced to $60 per share
+Added: in the event that the market price of the Common Stock trades below $84 per share for five consecutive trading days.
+Added: In the event of
+Added: a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common
+Added: Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days
+Added: during the period in which the Company remained in default.
+Added: The April 12, 2024 GS Capital Note was fully converted in August 2025.
+Added: BIOPHARMA, INC.
+Added: AND SUBSIDIARY
+Added: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: September 30, 2025
+Added: 2, 2024 Securities Purchase Agreement
+Added: August 2, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest
+Added: thereon were convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contained a
+Added: $ 3,000 original issue discount.
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note was February 2, 2025 and was in default.
+Added: The GS Capital Note bore interest at a rate of 8 % per annum,
+Added: which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note
+Added: became payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital Note was exchangeable for an equal
+Added: aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
+Added: conversion price for the GS Capital Note was equal to $102 per share, provided that the fixed price will be reduced to $60 per share
+Added: in the event that the market price of the Common Stock trades below $84 per share for five consecutive trading days.
+Added: In the event of
+Added: a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common
+Added: Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days
+Added: during the period in which the Company remained in default.
+Added: The August 2, 2024 GS Capital Note was fully repaid in August 2025.
+Added: 20, 2024 Securities Purchase Agreement
+Added: September 20, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest
+Added: thereon were convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contained a
+Added: $ 3,000 original issue discount.
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note was March 20, 2025 and was in default.
+Added: The GS Capital Note shall bore interest at a rate of 8 % per
+Added: annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital
+Added: Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital Note was exchangeable for an
+Added: equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
+Added: initial conversion price for the GS Capital Note was equal to $18 per share, provided that the fixed price will be reduced to $6 per
+Added: share in the event that the market price of the Common Stock trades below $18 per share for five consecutive trading days.
+Added: of a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common
+Added: Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days
+Added: during the period in which the Company remained in default.
+Added: The September 20, 2024 GS Capital Note was fully repaid in August 2025.
+Added: 7, 2025 Securities Purchase Agreement
+Added: February 7, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 43,000 , such principal and the interest
+Added: thereon are convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contains a $ 3,000
+Added: original issue discount.
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note is October 7, 2025 .
+Added: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest
may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,
whether at the Maturity Date or upon acceleration or by prepayment.
−Removed: T he GS Capital Note is exchangeable for an equal aggregate principal
+Added: The GS Capital Note is exchangeable for an equal aggregate principal
amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
The initial conversion price
−Removed: for the GS Capital Note is equal to $900 per share, provided that the fixed price will be reduced to $600 per share in the event that
−Removed: the market price of the Common Stock trades below $450 per share for ten consecutive trading days.
−Removed: In the event of a default under the
−Removed: note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading
+Added: for the GS Capital Note is equal to $9 per share, provided that the fixed price will be reduced to $6 per share in the event that the
+Added: market price of the Common Stock trades below $8 per share for five consecutive trading days.
+Added: In the event of a default under the note
+Added: and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading
days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which
the Company remains in default.
−Removed: As of the date of filing this report, such GS Capital Note is past due and currently in default.
−Removed: April 12, 2024 Securities
−Removed: Purchase Agreement
−Removed: On April 12, 2024, the Company
−Removed: entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable
−Removed: note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest thereon are convertible into shares
−Removed: of the Company’s common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 2,500 original issue discount.
−Removed: intends to use the net proceeds from the GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note was October
−Removed: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in
−Removed: shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
−Removed: as requested by GS Capital surrendering the same.
−Removed: The initial conversion price for the GS Capital Note is equal to $102 per share, provided
−Removed: that the fixed price will be reduced to $60 per share in the event that the market price of the Common Stock trades below $84 per share
−Removed: for five consecutive trading days.
−Removed: In the event of a default under the note and unless the fixed price is lower, such conversion price
−Removed: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: As of the date of filing this report,
−Removed: such GS Capital Note is past due and currently in default.
−Removed: August 2, 2024 Securities
−Removed: Purchase Agreement
−Removed: On August 2, 2024, the Company
−Removed: entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable
−Removed: note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest thereon are convertible into shares
−Removed: of the Company’s common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 3,000 original issue discount.
−Removed: used the net proceeds from the GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note was February
−Removed: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in
−Removed: shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
−Removed: as requested by GS Capital surrendering the same.
−Removed: The initial conversion price for the GS Capital Note is equal to $102 per share, provided
−Removed: that the fixed price will be reduced to $60 per share in the event that the market price of the Common Stock trades below $84 per share
−Removed: for five consecutive trading days.
−Removed: In the event of a default under the note and unless the fixed price is lower, such conversion price
−Removed: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: As of the date of filing this report,
−Removed: such GS Capital Note is past due and currently in default.
−Removed: September 20, 2024 Securities
−Removed: Purchase Agreement
−Removed: On September 20, 2024, the
−Removed: Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible
−Removed: redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest thereon are convertible
−Removed: into shares of the Company’s common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 3,000 original issue discount.
+Added: The February 7, 2025 GS Capital Note was fully converted in October 2025.
+Added: 11, 2025 Securities Purchase Agreement
+Added: March 11, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest
+Added: thereon are convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contains a $ 3,000
+Added: original issue discount.
The Company used the net proceeds from the GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note was March 20,
−Removed: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares
−Removed: of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
−Removed: as requested by GS Capital surrendering the same.
−Removed: The initial conversion price for the GS Capital Note is equal to $18 per share, provided
−Removed: that the fixed price will be reduced to $6 per share in the event that the market price of the Common Stock trades below $18 per share
−Removed: for five consecutive trading days.
+Added: maturity date of the GS Capital Note was November
+Added: 11, 2025 and is currently in default.
+Added: The GS Capital Note shall bear interest at a rate of 8 %
+Added: per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS
+Added: Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment.
+Added: GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested
+Added: by GS Capital surrendering the same.
+Added: The initial conversion price for the GS Capital Note is equal to $6 per share, provided that
+Added: the fixed price will be reduced to $3 per share in the event that the market price of the Common Stock trades below $5 per share for
+Added: five consecutive trading days.
In the event of a default under the note and unless the fixed price is lower, such conversion price
−Removed: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: As of the date of filing this report,
−Removed: such GS Capital Note is past due and currently in default.
+Added: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is
+Added: subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.
PROPANC BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: February 7, 2025 Securities Purchase Agreement
−Removed: On February 7, 2025, the Company entered into a securities
−Removed: purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company
−Removed: in the aggregate principal amount of $ 43,000 , such principal and the interest thereon are convertible into shares of the Company’s
−Removed: common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 3,000 original issue discount.
−Removed: The Company used the net proceeds
−Removed: from the GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note is October
−Removed: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in
−Removed: shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
−Removed: as requested by GS Capital surrendering the same.
−Removed: The initial conversion price for the GS Capital Note is equal to $9 per share, provided
−Removed: that the fixed price will be reduced to $6 per share in the event that the market price of the Common Stock trades below $8 per share
−Removed: for five consecutive trading days.
−Removed: In the event of a default under the note and unless the fixed price is lower, such conversion price
−Removed: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: March 11, 2025 Securities Purchase Agreement
−Removed: On March 11, 2025, the Company entered into a securities
−Removed: purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company
−Removed: in the aggregate principal amount of $ 33,000 , such principal and the interest thereon are convertible into shares of the Company’s
−Removed: common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 3,000 original issue discount.
−Removed: The Company used the net proceeds
−Removed: from the GS Capital Note for general working capital purposes.
−Removed: The maturity date of the GS Capital Note is November
−Removed: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in
−Removed: shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations,
−Removed: as requested by GS Capital surrendering the same.
−Removed: The initial conversion price for the GS Capital Note is equal to $6 per share, provided
−Removed: that the fixed price will be reduced to $3 per share in the event that the market price of the Common Stock trades below $5 per share
−Removed: for five consecutive trading days.
−Removed: In the event of a default under the note and unless the fixed price is lower, such conversion price
−Removed: will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: The following terms shall apply to all of the above
−Removed: GS Capital notes:
−Removed: Pursuant to the above GS Capital notes, in the event
−Removed: that such conversion price is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value
−Removed: or conduct a reverse split of its Common Stock, as applicable.
−Removed: Notwithstanding the foregoing, such conversion price and lookback periods
−Removed: are subject to adjustment in favor of the Investor in the event the Company issues securities to another party with more favorable conversion
−Removed: terms, and such conversions are subject to a 4.99 % beneficial ownership limitation (which may be increased to 9.9% upon 60 days’
−Removed: prior written notice from the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set
−Removed: forth in the Note, other than a transfer or sale of all or substantially all Company assets.
−Removed: Pursuant to the Note, the Company is required
−Removed: to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to
−Removed: reflect the Company’s obligations under the Note.
−Removed: Additionally, the conversion prices of the above GS
−Removed: Capital notes will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.
−Removed: effective conversion price of the outstanding GS Capital notes are 60 % (representing a 40 % discount) of the market price, which means
−Removed: the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion.
−Removed: The above GS Capital notes
−Removed: were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value (see Note 11).
−Removed: During the first 60 to 180
−Removed: days following the date of the above GS Capital notes, the Company has the right to prepay the principal and accrued but unpaid interest
−Removed: due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital under the terms of
−Removed: the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.
−Removed: After this initial 180-day period,
−Removed: the Company does not have a right to prepay such notes.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: September 30, 2025
+Added: 15, 2025 Securities Purchase Agreement
+Added: April 15, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital
+Added: purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 55,000 , such principal and the interest
+Added: thereon are convertible into shares of the Company’s common stock at the option of GS Capital.
+Added: The GS Capital Note contains a $ 5,000
+Added: original issue discount.
+Added: The Company used the net proceeds from the GS Capital Note for general working capital purposes.
+Added: maturity date of the GS Capital Note is December 15, 2025 .
+Added: The GS Capital Note shall bear interest at a rate of 8 % per annum, which interest
+Added: may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable,
+Added: whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The GS Capital Note is exchangeable for an equal aggregate principal
+Added: amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
+Added: The initial conversion price
+Added: for the GS Capital Note is equal to $5 per share, provided that the fixed price will be reduced to $2.50 per share in the event that
+Added: the market price of the Common Stock trades below $4 per share for five consecutive trading days.
+Added: In the event of a default under the
+Added: note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading
+Added: days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which
+Added: the Company remains in default.
+Added: following terms shall apply to all of the above GS Capital notes:
+Added: to the above GS Capital notes, in the event that such conversion price is below the par value of the Common Stock, the Company has agreed
+Added: to take all steps to reduce such par value or conduct a reverse split of its Common Stock, as applicable.
+Added: Notwithstanding the foregoing,
+Added: such conversion price and lookback periods are subject to adjustment in favor of the Investor in the event the Company issues securities
+Added: to another party with more favorable conversion terms, and such conversions are subject to a 4.99% beneficial ownership limitation (which
+Added: may be increased to 9.9% upon 60 days’ prior written notice from the holder of the Note) and adjustments for mergers, consolidations,
+Added: reorganizations and similar events set forth in the Note, other than a transfer or sale of all or substantially all Company assets.
+Added: to the Note, the Company is required to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to any
+Added: increase of such reserved amount to reflect the Company’s obligations under the Note.
+Added: Additionally,
+Added: the conversion prices of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with
+Added: more favorable conversion terms.
+Added: The effective conversion price of the outstanding GS Capital notes are 60 % (representing a 40 % discount)
+Added: of the market price, which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the
+Added: delivery of a notice of conversion.
+Added: above GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value
+Added: (see Note 11).
+Added: the first 60 to 180 days following the date of the above GS Capital notes, the Company has the right to prepay the principal and accrued
+Added: but unpaid interest due under all of the above notes issued to GS Capital, together with any other amounts that the Company may owe GS
+Added: Capital under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.
+Added: this initial 180-day period, the Company does not have a right to prepay such notes.
the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24 % per annum
1 unchanged sentence
In the event that
−Removed: the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS
−Removed: Capital notes, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th
+Added: the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under all of the
+Added: above GS Capital notes, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th
day after the conversion notice was delivered to the Company.
−Removed: This penalty increases to $ 500 per day beginning
−Removed: on the 10 th day.
−Removed: In the event that the Company loses
−Removed: the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding principal amount increases
−Removed: The total principal outstanding
−Removed: and accrued interest under the above GS Capital notes were $ 110,500 and $ 8,364 , respectively, as of June 30, 2024, following conversion
−Removed: of $ 130,800 of the principal balance, $ 8,700 accrued interest (including $ 1,254 at default interest rate) and $ 3,832 conversion fees during
−Removed: the year ended June 30, 2024.
−Removed: During fiscal year 2024, an aggregate total of $ 110,500 of the above GS Capital notes were bifurcated with
−Removed: the embedded conversion option which were recorded as derivative liabilities at fair value as of June 30, 2024 (see Note 11).
−Removed: The total principal outstanding
−Removed: and accrued interest under the above GS Capital notes were $ 197,650 and $ 11,366 , respectively, as of March 31, 2025, following conversion
−Removed: of $ 54,850 of the principal balance and $ 4,365 accrued interest during the nine months ended March 31, 2025.
−Removed: During the nine months ended
−Removed: March 31, 2025, an aggregate total of $ 142,000 of the above GS Capital notes were bifurcated with the embedded conversion option which
−Removed: were recorded as derivative liabilities at fair value (see Note 11).
−Removed: Four GS Capital notes with
−Removed: total principal amounts of $ 121,650 are currently in default and accrue at a default interest rate of 24 % per annum.
−Removed: PROPANC BIOPHARMA, INC.
+Added: This penalty increases to $ 500 per day beginning on the 10 th
+Added: In the event that the Company loses the bid price of its common stock on OTC markets, such GS Capital note does not incur penalty
+Added: and instead the outstanding principal amount increases by 20 %.
+Added: total principal outstanding and accrued interest under all of the above GS Capital notes were $ 252,650 and $ 23,676 , respectively, as
+Added: of June 30, 2025, following conversion of $ 54,850 of the principal balance and $ 4,365 accrued interest during the year ended June 30,
+Added: During the year ended June 30, 2025, an aggregate total of $ 252,650 of the above GS Capital notes were bifurcated with the embedded
+Added: conversion option which were recorded as derivative liabilities at fair value (see Note 11).
+Added: total principal outstanding and accrued interest under all of the above GS Capital notes were $ 131,000 and $ 5,708 , respectively, as of
+Added: September 30, 2025, following conversion of $ 55,650 of the principal balance, $ 9,095 accrued interest and $ 937 conversion fees during
+Added: the three months ended September 30, 2025.
+Added: Additionally, the Company repaid total principal balance of $ 66,000 and accrued interest of
+Added: $ 5,164 in August 2025.
+Added: During the three months ended September 30, 2025, an aggregate total of $ 131,000 of the above GS Capital notes
+Added: were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value as of September 30, 2025
+Added: (see Note 11).
+Added: LLC Securities Purchase Agreement
+Added: 5, 2024 Securities Purchase Agreement
+Added: March 5, 2024, the Company entered into and closed a securities purchase agreement with 104 LLC (“104”), pursuant to which
+Added: 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 50,000 , for a purchase price
+Added: of $ 46,875 , after an original issue discount of $ 3,125 .
+Added: The Company paid legal and financing costs of $ 7,500 .
+Added: The Company used the net
+Added: proceeds therefrom for general working capital purposes.
+Added: The maturity date of the note was March 1, 2025 and was in default.
+Added: bore interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.
+Added: March 5, 2024 104 note was fully converted in August 2025.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: 104 LLC Securities Purchase
−Removed: March 5, 2024 Securities
−Removed: Purchase Agreement
−Removed: Effective March 5, 2024, the Company entered into and
−Removed: closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC (“104”), pursuant to which 104
−Removed: agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 50,000 , for a purchase price of
−Removed: $ 46,875 , after an original issue discount of $ 3,125 .
−Removed: The Company paid legal and financing costs of $ 7,500 .
−Removed: The Company used the net proceeds
−Removed: therefrom for general working capital purposes.
−Removed: The maturity date of the note is March 1, 2025 and the note bears interest at a rate of
−Removed: eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.
−Removed: As of the date of filing this
−Removed: report, such 104 Note is past due and currently in default.
−Removed: June 20, 2024 Securities
−Removed: Purchase Agreement
−Removed: Effective June 20, 2024, Company
−Removed: entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase a convertible promissory
−Removed: note from the Company in the aggregate principal amount of $ 33,750 , for a purchase price of $ 30,375 , after an original issue discount
+Added: September 30, 2025
+Added: 20, 2024 Securities Purchase Agreement
+Added: June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase
+Added: a convertible promissory note from the Company in the aggregate principal amount of $ 33,750 , for a purchase price of $ 30,375 , after an
+Added: original issue discount of $ 3,375 .
The Company paid legal and financing costs of $ 5,200 .
−Removed: The Company used the net proceeds therefrom for general working capital
−Removed: The maturity date of the note is June 20, 2025 and the note bears interest at a rate of eight percent ( 8 %) per annum, which
−Removed: may be increased to sixteen percent ( 16 %) in the event of a default.
−Removed: The principal and interest
−Removed: on the notes are convertible into shares of common stock of the Company at the option of 104 at any time following the issuance date of
−Removed: the notes (the “Conversion Shares”) at a price per share equal to 65 % of the lowest closing trade price of the common stock
−Removed: during the ten (10) trading days prior to conversion (representing a discount of 35 %).
−Removed: Notwithstanding the foregoing, such conversions
−Removed: are subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events
−Removed: set forth in the notes, other than a transfer or sale of all or substantially all Company assets.
−Removed: Pursuant to the notes, the Company is
−Removed: required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved
−Removed: amount to reflect the Company’s obligations under the notes.
−Removed: The above 104 notes treated as stock settled debt under ASC 480 and
−Removed: accordingly the Company recorded a total of $ 45,096 was recorded as a put premium during the year ended June 30, 2024.
−Removed: During the first 60 days following
−Removed: the date of the notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the notes, at a one
−Removed: hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent
−Removed: (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after
−Removed: 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less
−Removed: than 181 days from the issuance date.
−Removed: After this initial 180-day period, the Company does not have a right to prepay the notes.
−Removed: The 104 notes contain certain
−Removed: events of default, including failure to pay principal and interest when due, failure to timely issue the conversion shares, failure to
−Removed: maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained
−Removed: by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements with the U.S.
−Removed: and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under any other note issued to
−Removed: the Investor, as well as certain customary events of default set forth in the notes, including, among others, breach of covenants, representations
−Removed: or warranties, insolvency, bankruptcy, and liquidation.
−Removed: Upon an event of default, the notes will become immediately due and payable by
−Removed: The total principal amount
−Removed: outstanding under the above 104 financing agreements was $ 83,750 and accrued interest was $ 1,429 as of June 30, 2024.
−Removed: The total principal
−Removed: outstanding and accrued interest under the above 104 financing agreements were $ 83,125 and $ 2,958 , respectively, as of March 31, 2025,
−Removed: following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during the nine months ended March 31, 2025.
−Removed: Geebis Consulting Purchase
−Removed: December 13, 2024 Securities
−Removed: Purchase Agreement
−Removed: On December 13, 2024, the
−Removed: Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant to which Geebis purchased
−Removed: a convertible redeemable note from the Company in the aggregate principal amount of $ 22,000 , such principal and the interest thereon are
−Removed: convertible into shares of the Company’s common stock at the option of Geebis.
−Removed: The Geebis note contains a $ 2,000 original issue
+Added: The Company used the net proceeds therefrom
+Added: for general working capital purposes.
+Added: The maturity date of the note was June 20, 2025 and was in default.
+Added: The note bore interest at a
+Added: rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default.
+Added: The June 20, 2024 104
+Added: note was fully converted in August 2025.
+Added: principal and interest on the notes were convertible into shares of common stock of the Company at the option of 104 at any time following
+Added: the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65 % of the lowest closing trade price
+Added: of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35 %).
+Added: Notwithstanding the foregoing,
+Added: such conversions were subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations
+Added: and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets.
+Added: Pursuant to the
+Added: notes, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase
+Added: of such reserved amount to reflect the Company’s obligations under the notes.
+Added: The above 104 notes were treated as stock settled
+Added: debt under ASC 480 and accordingly the Company recorded a total of $ 45,096 was recorded as a put premium during fiscal year 2024.
+Added: the first 60 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest
+Added: due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases
+Added: to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty
+Added: percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%)
+Added: if prepaid after 120 days, but less than 181 days from the issuance date.
+Added: After this initial 180-day period, the Company does not have
+Added: a right to prepay the notes.
+Added: 104 notes contained certain events of default, including failure to pay principal and interest when due, failure to timely issue the
+Added: conversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes
+Added: the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting
+Added: requirements with the U.S.
+Added: Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the
+Added: Company under any other note issued to the investor, as well as certain customary events of default set forth in the notes, including,
+Added: among others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation.
+Added: Upon an event of default,
+Added: the notes became immediately due and payable by the Company.
+Added: Upon the occurrence of any event of defaults, these notes shall be immediately
+Added: due and payable in an amount equal to 150% default percentage multiplied by the sum of the outstanding principal balances plus accrued
+Added: interest and default interest.
+Added: Company recorded a total default penalty of $ 41,563 as additional principal as of June 30, 2025.
+Added: The total principal amount outstanding
+Added: and accrued interest under all of the above 104 notes was $ 124,688 including the default penalty and accrued interest of $ 9,093 as of
+Added: June 30, 2025, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during fiscal year 2025.
+Added: total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0
+Added: as of September 30, 2025, following conversion of $ 124,688
+Added: of the principal balance and $ 8,819
+Added: accrued interest in August 2025.
+Added: Accordingly, $ 44,760
+Added: of the put premium was released to additional paid in capital in respect to the 104 notes following the conversion of the principal balance.
+Added: Consulting Purchase Agreement
+Added: 13, 2024 Securities Purchase Agreement
+Added: December 13, 2024, the Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant
+Added: to which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 22,000 , such principal
+Added: and the interest thereon were convertible into shares of the Company’s common stock at the option of Geebis.
+Added: The Geebis note contained
+Added: a $ 2,000 original issue discount.
The Company used the net proceeds from the Geebis note for general working capital purposes.
−Removed: The maturity date of the Geebis
−Removed: note is June 15, 2025.
−Removed: The Geebis note shall bear interest at a rate of 8 % per annum, which interest may be paid by the Company to Geebis
−Removed: in shares of common stock but shall not be payable until the Geebis note becomes payable, whether at the Maturity Date or upon acceleration
−Removed: or by prepayment.
−Removed: The Geebis note is exchangeable for an equal aggregate principal amount of note of different authorized denominations,
−Removed: as requested by Geebis surrendering the same.
−Removed: The initial conversion price for the Geebis note is equal to $18 per share, provided that
−Removed: the fixed price will be reduced to $6 per share in the event that the market price of the common stock trades below $18 per share for
−Removed: five consecutive trading days.
−Removed: In the event of default, the conversion price shall be equal to the lowest trading price of the common
−Removed: stock on which the Company’s shares are then traded or any exchange upon which the common stock may be traded in the future.
−Removed: Notwithstanding
−Removed: the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations
−Removed: and similar events set forth in the note, other than a transfer or sale of all or substantially all Company assets.
−Removed: Pursuant to the note,
−Removed: the Company is required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of
−Removed: such reserved amount to reflect the Company’s obligations under the note.
−Removed: PROPANC BIOPHARMA, INC.
+Added: maturity date of the Geebis note was June 15, 2025 and was in default.
+Added: The Geebis note shall bore interest at a rate of 8 % per annum,
+Added: which interest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable,
+Added: whether at the Maturity Date or upon acceleration or by prepayment.
+Added: The Geebis note was exchangeable for an equal aggregate principal
+Added: amount of note of different authorized denominations, as requested by Geebis surrendering the same.
+Added: The initial conversion price for
+Added: the Geebis note was equal to $18 per share, provided that the fixed price will be reduced to $6 per share in the event that the market
+Added: price of the common stock trades below $18 per share for five consecutive trading days.
+Added: In the event of default, the conversion price
+Added: shall be equal to the lowest trading price of the common stock on which the Company’s shares were then traded or any exchange upon
+Added: which the common stock may be traded in the future.
+Added: 12, 2025 Securities Purchase Agreement
+Added: June 12, 2025, the Company entered into a securities purchase agreement with Geebis, pursuant to which Geebis purchased a convertible
+Added: redeemable note from the Company in the aggregate principal amount of $ 25,000 , such principal and the interest thereon were convertible
+Added: into shares of the Company’s common stock at the option of Geebis.
+Added: The Geebis note contained a $2,500 original issue discount.
+Added: The Company used the net proceeds from the Geebis note for general working capital purposes.
+Added: The initial conversion price for this note
+Added: was equal to $5 per share, provided that the fixed price will be reduced to $4 per share in the event that the market price of the common
+Added: stock trades below $3 per share for five consecutive trading days.
+Added: In the event of default, the conversion price shall be equal to 65%
+Added: of the lowest ten trading price of the common stock on which the Company’s shares are then traded or any exchange upon which the
+Added: common stock may be traded in the future.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Additionally, the conversion price of the Geebis note
−Removed: will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.
−Removed: The effective conversion
−Removed: price of the outstanding Geebis note is 60 % (representing a 40 % discount) of the market price, which means the lowest closing bid prices
−Removed: of the Common Stock for the ten trading days immediately prior to the delivery of a notice of conversion.
−Removed: The above Geebis note was
−Removed: bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value (see Note 11).
−Removed: During the first 60 to 180
−Removed: days following the date of the above Geebis note, the Company has the right to prepay the principal and accrued but unpaid interest due
−Removed: under the above notes issued to Geebis, together with any other amounts that the Company may owe Geebis under the terms of the note, at
−Removed: a premium ranging from 110 % to 125 % of the principal amount and interest of such note.
−Removed: After this initial 180-day period, the Company
−Removed: does not have a right to prepay such notes.
−Removed: the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24% per annum
−Removed: or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: following terms shall apply to all of the above Geebis notes:
+Added: Notwithstanding
+Added: the foregoing, such conversions were subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations,
+Added: reorganizations and similar events set forth in the note, other than a transfer or sale of all or substantially all Company assets.
+Added: to the note, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to
+Added: any increase of such reserved amount to reflect the Company’s obligations under the note.Additionally, the conversion price of
+Added: the Geebis note will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms.
+Added: effective conversion price of the outstanding Geebis note was 60% (representing a 40% discount) of the market price, which was the lowest
+Added: closing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.
+Added: Geebis notes were bifurcated from the embedded conversion option which were recorded as derivative liabilities at fair value (see Note
+Added: the first 60 to 180 days following the date of the above Geebis notes, the Company had the right to prepay the principal and accrued
+Added: but unpaid interest due under all of the above notes issued to Geebis, together with any other amounts that the Company may owe Geebis
+Added: under the terms of the note, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note.
+Added: After this initial
+Added: 180-day period, the Company does not have a right to prepay such notes.
+Added: the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 % per annum
+Added: or, if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law.
In the event that
−Removed: the Company fails to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under the above Geebis
−Removed: note, the penalty becomes $ 250 per day for each day that the shares are not issued beginning on the 4 th
−Removed: day after the conversion notice was delivered to the Company.
−Removed: This penalty increases to $ 500 per day beginning
−Removed: on the 10 th day.
−Removed: In the event that the Company loses
−Removed: the bid price of its common stock on OTC, such Geebis note does not incur penalty and instead the outstanding principal amount increases
−Removed: In February 2025, the Company
−Removed: repaid $ 8,000 of the principal amount.
−Removed: The total principal outstanding and accrued interest under the above Geebis note was $ 14,000 and
−Removed: $ 443 , respectively, as of March 31, 2025.
−Removed: As of March 31, 2025, an aggregate total of $ 14,000 of the above Geebis note was bifurcated
−Removed: with the embedded conversion option which was recorded as derivative liabilities at fair value as of March 31, 2025 (see Note 11).
−Removed: Outstanding convertible notes in default
−Removed: Three outstanding convertible notes for total principal
−Removed: amount of $ 275,485 with maturity dates between April 2024 and March 2025 are currently in default as of March 31, 2025.
−Removed: Amortization of debt discounts
−Removed: The Company recorded $ 164,000 and $ 196,625 of debt
−Removed: discounts related to the above note issuances during the nine months ended March 31, 2025 and 2024, respectively.
−Removed: The Company recorded
−Removed: $ 0 and $ 261,538 of put premiums related to the above note issuances during the nine months ended March 31, 2025 and 2024, respectively.
−Removed: The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability
−Removed: released to additional paid in capital on conversion of the principal.
−Removed: Amortization of all debt discounts for the nine months
−Removed: ended March 31, 2025 and 2024 was $ 193,283 and $ 246,612 , respectively.
−Removed: Amortization of all debt discounts for the three months ended March
−Removed: 31, 2025 and 2024 was $ 59,639 and $ 81,708 , respectively.
−Removed: The Company reclassified $ 10,229 and $ 166,535 in put
−Removed: premiums to additional paid in capital following conversions and repayment during the nine months ended March 31, 2025 and 2024, respectively.
−Removed: NOTE 7 – STOCKHOLDERS’ DEFICIT
−Removed: Reverse Stock Split
−Removed: On August 7, 2024, the Company
−Removed: received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital
−Removed: stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed
−Removed: to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding
−Removed: shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”).
−Removed: The Reverse Stock Split became effective as of January 29, 2025.
−Removed: Proportional adjustments for the Reverse Stock Split were made to the
−Removed: Company’s outstanding stock options, warrants and equity incentive plans.
−Removed: All share and per-share data and amounts have been retroactively
−Removed: adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.
−Removed: Preferred Stock
−Removed: The total number of shares of preferred stock that
−Removed: the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.
−Removed: These preferred shares have no rights to dividends, profit
−Removed: sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate of designation filed by the
−Removed: Company with the State of Delaware.
−Removed: Of the total preferred shares authorized, 500,000 had
−Removed: been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation for the
−Removed: Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014.
−Removed: James Nathanielsz, the Company’s
−Removed: Chief Executive Officer and Chief Financial Officer and a director, beneficially owned all of the outstanding shares of Series A Preferred
−Removed: Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder of Series A Preferred Stock, to vote on all matters submitted
−Removed: or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of
−Removed: Series A Preferred Stock entitled him to a total of 1 vote.
−Removed: North Horizon Pty Ltd.
−Removed: is a Nathanielsz Family Trust.
−Removed: Nathanielsz had
−Removed: voting and investment power over these shares.
−Removed: PROPANC BIOPHARMA, INC.
+Added: the Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under all of the above
+Added: Geebis note, the penalty became $ 250 per day for each day that the shares were not issued beginning on the 4 th day after the
+Added: conversion notice was delivered to the Company.
+Added: This penalty increased to $ 500 per day beginning on the 10 th day.
+Added: that the Company loss the bid price of its common stock on OTC markets, such Geebis notes do not incur penalty and instead the outstanding
+Added: principal amount increases by 20 %.
+Added: February 2025, the Company repaid $ 8,000 of the principal amount.
+Added: The total principal outstanding and accrued interest under all of the
+Added: above Geebis notes were $ 39,000 and $ 821 , respectively, as of June 30, 2025.
+Added: As of June 30, 2025, an aggregate total of $ 39,000 of the
+Added: above Geebis note was bifurcated with the embedded conversion option which was recorded as derivative liabilities at fair value as of
+Added: June 30, 2025 (see Note 11).
+Added: August 2025, the Company repaid $ 25,000 of the principal amount and accrued interest of $ 2,916 .
+Added: Additionally, the Company fully converted
+Added: $ 14,000 of the principal balance and $ 1,423 accrued interest in August 2025.
+Added: Consequently, the total principal outstanding and accrued
+Added: interest under all of the above Geebis notes were $ 0 as of September 30, 2025.
+Added: of debt discounts
+Added: Company recorded $ 12,350 and $ 66,000 , of debt discounts related to the above note issuances during the three months ended September 30,
+Added: 2025 and 2024, respectively.
+Added: The Company recorded $ 37,450 and $ 0 of put premiums related to the above note issuances during the three
+Added: months ended September 30, 2025 and 2024, respectively.
+Added: The debt discounts are being amortized over the term of the debt and the put
+Added: premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.
+Added: of all debt discounts for the three months ended September 30, 2025 and 2024 was $ 150,902 and $ 56,983 , respectively.
+Added: Company reclassified $ 114,399 and $ 9,336 in put premiums to additional paid in capital following conversions during the three months
+Added: ended September 30, 2025 and 2024, respectively.
+Added: Additionally, $ 37,450 of the put premium was recorded into gain on extinguishment of
+Added: debt during the three months ended September 30, 2025 following repayment of the principal balance.
+Added: 7 – STOCKHOLDERS’ EQUITY
+Added: total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share.
+Added: These preferred
+Added: shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in
+Added: any certificate of designation filed by the Company with the State of Delaware.
+Added: the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”),
+Added: pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware
+Added: on December 9, 2014.
+Added: There were no shares of Series A Preferred Stock issued and outstanding as of September 30, 2025 and June 30, 2025
+Added: for both periods.
+Added: to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred
+Added: stock have been designated as Series B Preferred Stock, par value $ 0.01 per share, of the Company (“Series B Preferred Stock”).
+Added: Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number
+Added: of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of
+Added: stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of
+Added: One share of Series B Preferred Stock is issued and outstanding as of September 30, 2025 and June 30, 2025.
+Added: the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: On March 15, 2023, the Company filed a certificate
−Removed: with the Secretary of State of Delaware (the “Certificate of Retirement”), effecting the retirement and cancellation of the
−Removed: Series A Preferred Stock to eliminate such Series A Preferred Stock.
−Removed: No shares of Series A Preferred Stock are currently outstanding as
−Removed: they were redeemed by the Company in March 2023.
−Removed: There were no shares of Series A Preferred Stock issued and outstanding as of March 31,
−Removed: 2025 and June 30, 2024 for both periods.
−Removed: Pursuant to a certificate
−Removed: of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred stock have been designated
−Removed: as Series B Preferred Stock, par value $ 0.01 per share, of the Company (“Series B Preferred Stock”).
−Removed: Each holder of shares
−Removed: of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common
−Removed: stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the
−Removed: Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company.
−Removed: of Series B Preferred Stock is issued and outstanding as of March 31, 2025 and June 30, 2024.
−Removed: Nathanielsz, the Company’s Chief
−Removed: Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.
−Removed: No additional shares of Series
−Removed: A Preferred Stock or Series B Preferred Stock were issued during nine months ended March 31, 2025 and fiscal year 2024.
−Removed: Common Stock:
−Removed: Shares issued for conversion
−Removed: of convertible debt
−Removed: From July 1, 2024 through September 30, 2024, the Company
−Removed: issued an aggregate of 3,237 shares of its common stock at an average contractual conversion price of $ 12 as a result of the conversion
−Removed: of principal of $ 44,925 , interest of $ 7,053 and conversion fees of $ 2,548 underlying certain outstanding convertible notes converted during
−Removed: From October 1, 2024 through March 31, 2025, the Company
−Removed: issued an aggregate of 3,041 shares of its common stock at an average contractual conversion price of $ 6 as a result of the conversion
−Removed: of principal of $ 18,300 , interest of $ 1,558 and conversion fees of $ 2,034 underlying certain outstanding convertible notes converted during
−Removed: From January 1, 2025 through March 19, 2025, the Company
−Removed: issued an aggregate of 2,548 shares of its common stock at an average contractual conversion price of $ 3 as a result of the conversion
−Removed: of principal of $ 7,090 , interest of $ 760 and conversion fees $ 937 underlying certain outstanding convertible notes converted during such
−Removed: Included in the above conversion during the nine months
−Removed: ended March 31, 2025, were principal aggregate amount of convertible notes of $ 54,850 , accrued interest of $ 4,365 and conversion fees
−Removed: of $ 3,770 containing bifurcated embedded conversion option derivatives which were converted into common stock.
−Removed: Accordingly, the fair market
−Removed: value of the shares issued upon conversion was $ 154,154 , resulting in a loss on extinguishment at the time of conversion of $ 91,169 and
−Removed: $ 73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net
−Removed: loss of $ 17,529 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.
−Removed: The Company reclassified $ 10,229 from put premium liabilities
−Removed: to additional paid in capital following conversions and repayment during the nine months ended March 31, 2025.
−Removed: The Company has 124,368 shares of its common stock
−Removed: reserved for future issuances based on lender reserve requirements pursuant to underlying financing agreements at March 31, 2025.
−Removed: Shares issued for services
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during three months ended September 30, 2025 and
+Added: fiscal year 2025.
+Added: issued for cash
+Added: August 14, 2025, the Company entered into an underwriting agreement with D.
+Added: Boral Capital, LLC, as representative of the underwriters
+Added: in connection with a public offering of the Company’s common stock.
+Added: The Underwriting Agreement provided for the offer and sale
+Added: of 1,000,000 shares of common stock at a price to the public of $ 4.00 per share (the “Offering”).
+Added: In connection therewith,
+Added: the Company agreed to issue to the representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share
+Added: (the “Representative’s Warrants”).
+Added: The Representative’s Warrants are exercisable at any time and from time to
+Added: time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision.
+Added: The Company also
+Added: granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 150,000 shares of common stock
+Added: which was not consumated.
+Added: The Company paid underwriting commissions and offering expenses of $ 535,000 in August 2025 upon closing of
+Added: the Offering (see below).
+Added: August 18, 2025, the Offering was completed.
+Added: At the closing, the Company (i) sold 1,000,000 shares of Common Stock for total gross proceeds
+Added: of $ 4,000,000 , and (ii) issued the Representative’s Warrants.
+Added: After deducting the underwriting commissions and offering expenses,
+Added: the Company received net proceeds of approximately $ 3.3 million after deducting commissions and related offering expenses of approximately
+Added: $ 686,000 (“Total Offering Fees”).
+Added: During the three months ended September 30, 2025, deferred offering costs of $ 281,773 (included
+Added: in the Total Offering Fees) were charged to additional paid-in capital upon the completion of the Offering.
+Added: issued for conversion of convertible debt
+Added: July 1, 2025 through September 30, 2025, the Company issued an aggregate of 194,966 shares of its common stock at an average contractual
+Added: conversion price of $ 1.75 as a result of the conversion of principal of $ 298,797 , interest of $ 37,053 and conversion fees $ 4,906 underlying
+Added: certain outstanding convertible notes converted during such period.
+Added: in the above conversion during the three months ended September 30, 2025, were principal aggregate amount of convertible notes of $ 69,650 ,
+Added: accrued interest of $ 10,519 and conversion fees of $ 1,406 containing bifurcated embedded conversion option derivatives were converted
+Added: into common stock.
+Added: Accordingly, the fair market value of the shares issued upon conversion was $ 178,884 , resulting in a loss on extinguishment
+Added: at the time of conversion of $ 97,308 and $ 255,720 of derivative liability fair value was recorded as a gain on extinguishment at the
+Added: time of conversion, resulting in a net gain of $ 158,411 which is included in gain (loss) on extinguishment of debt in the accompanying
+Added: condensed consolidated statements of operations.
+Added: Company reclassified $ 114,399 from put premium liabilities to additional paid in capital following conversions during the three months
+Added: ended September 30, 2025.
+Added: Company has 1,326,828 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying
+Added: financing agreements at September 30, 2025.
+Added: issued for services
+Added: August 15, 2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related
+Added: services for a monthly fee of $ 100,000 and a one-time payment of $ 300,000 upon signing this agreement.
On August 30, 2025, the Company
−Removed: entered into a consulting agreement with two consultants to provide investor relation services from August 12, 2024 to October 12, 2024
−Removed: for a total fee of $ 7,500 for each consultant.
−Removed: In August 2024, the Company issued an aggregate of 250 shares of common stock to the consultants
−Removed: related to this consulting agreement.
−Removed: Those shares were valued at approximately $ 60 per share or $ 15,000 , being the closing price of the
−Removed: stock on the date of grant to such consultants.
−Removed: During the nine months ended March 31, 2025, the Company recorded stock-based compensation
−Removed: of $ 15,000 .
−Removed: On March 3, 2025, the Company
−Removed: issued an aggregate of 8,555,500 shares of common stock to certain officers, employees, directors and consultants for services rendered.
−Removed: Those shares were valued at approximately $ 6 per share or $ 51,333,000 , being the closing price of the stock on the date of grant.
−Removed: the nine months ended March 31, 2025, the Company recorded stock-based compensation of $5 1,333,000 related to the issuance.
−Removed: Shares issued for prepaid
−Removed: January 9, 2025 and March 23, 2025, the Company issued an aggregate of 2,025,000 shares of fully vested, non-forfeitable common
−Removed: stock to various consultants for consulting, investor relations and business advisory services with service terms ranging from 6
−Removed: months to three years .
−Removed: Those shares were valued at an average price of $ 11.79 (ranging from $ 7 to $ 12.5 ) or $ 23,881,110 , being the
−Removed: closing prices of the stock on each respective date of grants.
−Removed: During the nine months ended March 31, 2025, the Company recorded
−Removed: stock-based compensation of $ 1,505,115 .
−Removed: At March 31, 2025, the Company recorded prepaid expense – current portion of
−Removed: $ 9,680,347 and prepaid expense – long-term portion of $ 12,695,648 to be amortized over the terms of the respective
−Removed: PROPANC BIOPHARMA, INC.
+Added: amended this agreement whereby the Company agreed to provide additional compensation by issuing 500,000 shares of common stock every
+Added: three months.
+Added: The first issuance of shares occurred on September 1, 2025 and subsequent issuances shall occur on the first day of every
+Added: three-month period thereafter.
+Added: Except for the changes made in the amendment, all other terms and provisions of the original agreement
+Added: shall remain unchanged and in full force and effect.
+Added: These shares were valued at $ 2.73 or $ 1,365,000 , being the closing price of the
+Added: stock on the date of grant.
+Added: During the three months ended September 30, 2025, the Company recorded stock-based compensation of $ 682,500
+Added: and prepaid expense – current portion of $ 682,500 as of September 30, 2025.
+Added: The Company recorded the 500,000 shares as common stock
+Added: issuable as of September 30, 2025 and such shares were issued in October 2025.
+Added: August 24, 2025, the Company incurred consulting fees of $ 43,748 for management advisory services rendered to a consultant.
+Added: agreed to issue 10,937 shares of shares of common stock to consultant.
+Added: These shares were valued at approximately $ 4.00 or $ 43,748 , being
+Added: the closing price of the stock on the date of grant.
+Added: During the three months ended September 30, 2025, the Company recorded stock-based
+Added: compensation of $ 43,748 and recorded 10,937 shares as common stock issuable as of September 30, 2025 and such shares were issued in October
+Added: fiscal year 2025, the Company issued an aggregate of 2,025,000 shares of fully vested, non-forfeitable common stock to various consultants
+Added: for consulting, investor relations and business advisory services with service terms ranging from 6 months to three years .
+Added: were valued at a weighted average price of approximately $ 12 (ranging from $ 7 to $ 15 ) or $ 23,881,110 , being the closing prices of the
+Added: stock on each respective date of grants.
+Added: During the fiscal year 2025, the Company recorded stock-based compensation of $ 4,621,230 .
+Added: the three months ended September 30, 2025, the Company recorded stock-based compensation expense of $ 3,024,605 .
+Added: At June 30, 2025, the
+Added: Company recorded prepaid expense – current portion of $ 8,334,046 and prepaid expense – long-term portion of $ 10,925,835 to
+Added: be amortized over the terms of the respective agreements.
+Added: At September 30, 2025, the Company recorded prepaid expense – current
+Added: portion of $ 7,098,703 and prepaid expense – long-term portion of $ 9,136,572 related to fiscal year 2025 issuances to be amortized
+Added: over the terms of the respective agreements.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Shares issued in connection
−Removed: with Debt Exchange Agreements
−Removed: January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000 shares of common stock to certain vendors in exchange
−Removed: for payment of outstanding balance of accounts payable of $ 129,354 pursuant to debt exchange agreements.
−Removed: Those shares were valued at
−Removed: an average price of $ 8.58 (ranging from $ 6.75 to $ 15 ) or $ 437,500 , being the closing prices of the stock on each respective date of grants.
−Removed: Accordingly, the fair market value of the shares issued was $ 437,500 , resulting in a loss on extinguishment of debt at the time of
−Removed: exchange of $ 308,146 during the nine months ended March 31, 2025.
−Removed: On January 23, 2025, the Company
−Removed: entered into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange for the total outstanding loan
−Removed: of $ 74,395 .
−Removed: Those shares were valued at $ 12.50 per share or $ 375,000 , being the closing price of the stock on the date of grant to the
−Removed: former director.
−Removed: Accordingly, the fair market value of the shares issued was $ 375,000 , resulting in a loss on extinguishment of debt at
−Removed: the time of exchange of $ 300,605 during the nine months ended March 31, 2025.
−Removed: On February 5, 2025, the Company
−Removed: entered into debt exchange agreements with the two investors and issued an aggregate of 30,000 shares of common stock in exchange for
−Removed: the total outstanding loan including accrued interest of $ 86,248 .
−Removed: Those shares were valued at $ 10 per share or $ 300,000 , being the closing
−Removed: price of the stock on the date of grant to the two investors.
−Removed: Accordingly, the fair market value of the shares issued was $ 300,000 , resulting
−Removed: in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the nine months ended March 31, 2025.
−Removed: Shares issued in connection
−Removed: with a Warrant Exchange Agreement
−Removed: 2025, the Company issued 900,000 shares
−Removed: of common stock to an investor in exchange for all the existing warrants (the “Exchange Warrants”) that included an
−Removed: alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement.
−Removed: The fair value of the
−Removed: surrendered Exchange Warrants exceeded the fair value of the 900,000
−Removed: shares of common stock issued.
−Removed: Accordingly, there was no deemed dividend recorded in connection with the Warrant Exchange Agreement.
−Removed: The fair value of the 900,000
−Removed: shares issued was $ 6
−Removed: per share or $5.4 million based on the quoted trading price on the exchange date.
−Removed: Restricted Stock Units
−Removed: Pursuant to employment agreements dated in May 2019,
−Removed: the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to the Company’s Chief Executive Officer and
−Removed: Chief Scientific Officer.
−Removed: Such restricted stock units are subject to vesting terms as defined in the employment agreements.
−Removed: Such restricted
−Removed: stock units were valued at the fair value of approximately $ 497,240 based on the quoted trading price on the date of grant.
−Removed: $ 248,620 unrecognized restricted stock units expense as of March 31, 2025 and June 30, 2024.
−Removed: A de minimis unvested restricted stock units
−Removed: which are subject to various performance conditions have not yet been met and have not yet vested as of March 31, 2025 to which the above
−Removed: amount of $ 248,620 relates to.
−Removed: Stock Warrants:
−Removed: The following table summarizes
−Removed: warrant activity for the nine months ended March 31, 2025:
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: to employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to the
+Added: Company’s Chief Executive Officer and Chief Scientific Officer.
+Added: Such restricted stock units are subject to vesting terms as defined
+Added: in the employment agreements.
+Added: Such restricted stock units were valued at the fair value of approximately $ 497,240 based on the quoted
+Added: trading price on the date of grant.
+Added: There were $ 248,620 unrecognized restricted stock units expense as of September 30, 2025 and June
+Added: A de minimis amount of unvested restricted stock units which are subject to various performance conditions have not yet been
+Added: met and have not yet vested as of September 30, 2025 to which the above amount of $ 248,620 relates to.
+Added: following table summarizes warrant activity for the three months ended September 30, 2025:
SUMMARY OF WARRANT ACTIVITY
1 unchanged sentence
Outstanding at June 30, 2025
−Removed: Outstanding at March 31, 2025
−Removed: Exercisable at March 31, 2025
+Added: Outstanding at September 30, 2025
+Added: Exercisable at September 30, 2025
Outstanding and Exercisable:
1 unchanged sentence
Aggregate intrinsic value
−Removed: * On March 3, 2025,
−Removed: the Company cancelled all the existing warrants (0.0002 Series A warrants, 0.0003 Series B warrants, and 0.0008 Series C warrants) held
−Removed: by an investor pursuant to a Warrant Exchange Agreement (see above).
+Added: August 14, 2025, the Company entered into an underwriting agreement with D.
+Added: Boral Capital, LLC, as representative of the underwriters
+Added: in connection with a public offering of the Company’s common stock.
+Added: In connection with the Offering, the Company agreed to issue
+Added: to the representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share (the “Representative’s
+Added: The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February
+Added: 15, 2026 through August 15, 2030 and contains cashless exercise provision.
+Added: The fair value of the warrants was approximately $ 86,000 which was based on a fair value determination using
+Added: a Black-Scholes model and was recorded as an offering cost.
+Added: Accordingly, there was no accounting effect on the date of grant.
+Added: summary of the Company’s option activity during the three months ended September 30, 2025 is presented below:
+Added: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY
+Added: Average Exercise
+Added: Price Per Share
+Added: Outstanding at June 30, 2025
+Added: $ 271,980,000,000
+Added: Outstanding at September 30, 2025
+Added: $ 271,980,000,000
+Added: Exercisable at September 30, 2025
+Added: $ 271,980,000,000
+Added: Outstanding and Exercisable:
+Added: Weighted average remaining contractual term
+Added: Weighted average fair value of options granted during the period
+Added: Aggregate intrinsic value
+Added: the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019
+Added: Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan.
+Added: Incentive awards
+Added: authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock
+Added: awards and restricted stock units.
+Added: the three months ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 0 for both periods from vested
stock options.
−Removed: During the nine months ended March 31, 2025 and 2024,
−Removed: there were no stock option activities for both periods.
−Removed: There are de minimis outstanding number of stock options and vested stock options
−Removed: at weighted average contractual term of 4.37 years as of March 31, 2025.
−Removed: On the Effective Date, the Company’s board of
−Removed: directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of
−Removed: 0.004 shares of the Company’s common stock for issuance under the 2019 Plan.
−Removed: Incentive awards authorized under the 2019 Plan include,
−Removed: but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units.
−Removed: During the nine months ended March 31, 2025 and 2024,
−Removed: the Company recognized stock-based compensation of $ 0 for both periods.
−Removed: There was $ 0 of unvested stock options
−Removed: expense as of March 31, 2025.
−Removed: No stock options were granted during the nine months ended March 31, 2025.
−Removed: PROPANC BIOPHARMA, INC.
+Added: There was $ 0 of unvested stock options expense as of September 30, 2025.
+Added: No stock options were granted during the three
+Added: months ended September 30, 2025.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: NOTE 8 – COMMITMENTS AND CONTINGENCIES
−Removed: Legal Matters
−Removed: From time to time, the Company may be subject to litigation
−Removed: and claims arising in the ordinary course of business.
−Removed: The Company is not currently a party to any material legal proceedings and the
−Removed: Company is not aware of any pending or threatened legal proceeding against the Company that we believe could have a material adverse effect
−Removed: on our business, operating results, cash flows or financial condition.
−Removed: IRS Liability
−Removed: As part of its requirement for having a foreign operating
−Removed: subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which
−Removed: is a form that explains the nature of the relationship between the foreign subsidiary and the parent company.
−Removed: From 2012 through the 2014,
−Removed: the Company did not file this form in a timely manner.
−Removed: As a result of the non-timely filings, the Company incurred a penalty from the
−Removed: IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such penalty and interest having been accrued and is
−Removed: included in the accrued expenses and other payable figure on the March 31, 2025 and June 30, 2024 consolidated balance sheets.
−Removed: recorded the penalties for all three years during the year ended June 30, 2018.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: 8 – COMMITMENTS AND CONTINGENCIES
+Added: time to time, the Company may be subject to litigation and claims arising in the ordinary course of business.
+Added: The Company is not currently
+Added: a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company
+Added: that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.
+Added: part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the
+Added: Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary
+Added: and the parent company.
+Added: From 2012 through the 2014, the Company did not file this form in a timely manner.
+Added: As a result of the non-timely
+Added: filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such
+Added: penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the September 30, 2025 and
+Added: June 30, 2025 consolidated balance sheets.
+Added: The Company recorded the penalties for all three years during the year ended June 30, 2018.
The Company is current on all subsequent filings.
−Removed: Operating Agreements
−Removed: In November 2009, the Company entered into a commercialization
−Removed: agreement with the University of Bath (UK) (the “UK University”), whereby the Company and the UK University co-owned the intellectual
−Removed: property relating to the Company’s pro-enzyme formulations.
−Removed: In June 2012, the Company and the UK University entered into an assignment
−Removed: and amendment whereby the Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2 % of net revenues
−Removed: to the UK University.
−Removed: Additionally, the Company agreed to pay 5 % of each and every license agreement subscribed for.
−Removed: The contract is cancellable
−Removed: at any time by either party.
−Removed: To date, no amounts are owed under the agreement.
−Removed: Collaboration Agreement
−Removed: On September 13, 2018, the Company entered into a two-year
−Removed: collaboration agreement with the University of Jaén (the “University”) to provide certain research On September 13,
−Removed: 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to
−Removed: provide certain research services to the Company.
+Added: November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”),
+Added: whereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations.
+Added: In June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of
+Added: the intellectual property, while agreeing to pay royalties of 2 % of net revenues to the UK University.
+Added: Additionally, the Company agreed
+Added: to pay 5 % of each and every license agreement subscribed for.
+Added: The contract is cancellable at any time by either party.
+Added: To date, no amounts
+Added: are owed under the agreement.
+Added: Collaboration
+Added: September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”)
+Added: to provide certain research services to the Company.
In consideration of such services, the Company agreed to pay the University approximately
2 unchanged sentences
of the intellectual property, the Company agreed to pay royalties of 2 % of net revenues to the University.
−Removed: On October 1, 2020, the Company entered into another
−Removed: two-year collaboration agreement with the University to provide certain research services to the Company.
−Removed: In consideration of such services,
−Removed: the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD), which were paid in four installment payment of 5,000
−Removed: Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 ) in December 2021 and 10,000 Euros ($ 11,715 ) in September
−Removed: Additionally, the University agreed to hire and train a doctoral student for this project and the Company agreed to pay the University
−Removed: 25,837 Euros ($ 30,268 USD).
−Removed: In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of
−Removed: net revenues to the University.
−Removed: On July 27, 2022, the Company entered into a two-year
−Removed: research agreement with the University to provide certain research and experiment services to the Company.
−Removed: One of the Company’s
−Removed: Scientific Advisory Board is the lead joint researcher of the University.
−Removed: In exchange for full ownership of the intellectual property,
−Removed: the Company agreed to pay royalties of 1 % of net revenues each to two members of the Scientific Advisory Board.
−Removed: In consideration of such
−Removed: services, the Company agreed to pay the University approximately 53,200 Euros ($ 53,806 USD) payable as follows:
−Removed: - 18,200 Euros ($ 18,407 USD) upon execution (paid in
−Removed: August 2022),
−Removed: - 8,000 Euros ($ 8,091 USD) in September 2022 (unpaid),
−Removed: - 7,000 Euros ($ 7,080 USD) in December 2022 (unpaid),
−Removed: - 10,000 Euros ($ 10,114 USD) in March 2023 (unpaid),
+Added: October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services
+Added: to the Company.
+Added: In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD),
+Added: which were paid in four installment payment of 5,000 Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 )
+Added: in December 2021 and 10,000 Euros ($ 11,715 ) in September 2022.
+Added: Additionally, the University agreed to hire and train a doctoral student
+Added: for this project and the Company agreed to pay the University 25,837 Euros ($ 30,268 USD).
+Added: In exchange for full ownership of the intellectual
+Added: property, the Company agreed to pay royalties of 2 % of net revenues to the University.
+Added: July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment
+Added: services to the Company.
+Added: One of the Company’s Scientific Advisory Board is the lead joint researcher of the University.
+Added: for full ownership of the intellectual property, the Company agreed to pay royalties of 1 % of net revenues each to two members of the
+Added: Scientific Advisory Board.
+Added: In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($ 53,806
+Added: USD) payable as follows:
+Added: 18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022),
+Added: 8,000 Euros ($ 8,091 USD) in September 2022 (paid in September 2025),
+Added: 7,000 Euros ($ 7,080 USD) in December 2022 (paid in September 2025),
+Added: 10,000 Euros ($ 10,114 USD) in March 2023 (unpaid), and
10,000 Euros ($ 10,114 USD) in July 2023 (unpaid).
−Removed: The commencement date for the experiments was on September
−Removed: 1, 2022, and the estimated length of time for completion was 24 months.
−Removed: As of March 31, 2025 and June 30, 2024, the Company
−Removed: has $ 48,931 and $ 47,531 , respectively, balance due to the University for unreimbursed lab fees, which are included in accrued expenses
−Removed: and other liabilities in the accompanying condensed consolidated balance sheets.
−Removed: As of March 31, 2025 and June 30, 2024, there are no
−Removed: royalty fees owed to the University.
−Removed: PROPANC BIOPHARMA, INC.
+Added: commencement date for the experiments was on September 1, 2022, and the length of time for completion was 24 months.
+Added: thesis was completed in December 2024.
+Added: A subsequent 12-month addendum for additional experiments is currently under negotiation.
+Added: of September 30, 2025 and June 30, 2025, the Company has $ 33,737 and $ 51,468 , respectively, balance due to the University for unreimbursed
+Added: lab fees, which are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.
+Added: As of September
+Added: 30, 2025 and June 30, 2025, there are no royalty fees owed to the University.
+Added: August 14, 2025, the Company entered into an underwriting agreement with D.
+Added: Boral Capital, LLC, as representative (the “Representative”)
+Added: of the underwriters (the “Underwriters”) in connection with a public offering of the Company’s common stock, par value
+Added: $ 0.001 (the “Common Stock”).
+Added: The Underwriting Agreement provides for the offer and sale of 1,000,000 shares of Common Stock
+Added: at a price to the public of $ 4.00 per share (the “Offering”).
+Added: In connection therewith, the Company agreed to issue to the
+Added: Representative, warrants to purchase 30,000 of shares of common stock at a price equal $ 4.00 per share (the “Representative’s
+Added: The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February
+Added: 15, 2026 through August 15, 2030 and contain provisions for cashless exercise.
+Added: The Company also granted the Underwriters an overallotment
+Added: option for a period of 45 days to purchase up to an additional 150,000 shares of common stock.
+Added: The Offering was made pursuant to a Registration
+Added: Statement on Form S-1 and a related prospectus filed with the Securities and Exchange Commission (“SEC”), which was declared
+Added: effective by the SEC on August 13, 2025.
+Added: The Underwriting Agreement includes customary representations, warranties and covenants by the
+Added: It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the
+Added: Securities Act of 1933, as amended or contribute to payments the Underwriter may be required to make because of any of those liabilities.
+Added: The Company paid underwriting commissions and offering expenses of $ 535,000 in August 2025 upon closing of the Offering (see Note 7).
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Consulting Agreement
−Removed: On May 4, 2024, the Company entered into an Engagement
−Removed: Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”) which will act as an exclusive lead underwriter,
−Removed: financial advisor, placement agent and investment banker of the Company, whereby the Consultant will assist the Company to a public offering
−Removed: and uplisting of the Company’s equity, debt or equity derivative instruments (“Offering”).
−Removed: The engagement period shall
−Removed: end on the earlier of i) 12 months from the date of this agreement or ii) the final closing if any of the Offering.
−Removed: The Consultant will
−Removed: prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to $ 15 million of equity, equity
−Removed: derivatives, and equity linked instruments of the Company.
−Removed: The Company shall pay compensation for:
−Removed: (a) Financing Fees:
−Removed: (i) For private equity and equity-linked placements,
−Removed: pay the Consultant a cash fee of eight percent ( 8.0 %) of the amount of capital raised, invested or committed, payable in cash at the closing
−Removed: or closings of the financing to which it relates;
−Removed: (ii) For debt placements, pay the Consultant a cash
−Removed: fee of six percent ( 6.0 %) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing
−Removed: to which it relates.
−Removed: (iii) As additional compensation for EF Hutton’s
−Removed: services, the Company shall issue to the Consultant or its designees at the closing warrants (the “Warrants”) to purchase
−Removed: that number of shares of Common Stock equal to three percent ( 3.0 %) of the aggregate proceeds sold in an offering.
−Removed: The Warrants will be
−Removed: exercisable at any time in whole or in part, during the five years (5) years from the effective date of the Offering at a price per share
−Removed: equal to the Offering price.
−Removed: The Warrants will provide for piggyback registration rights, Black Scholes change in control provisions and
−Removed: customary anti-dilution provisions and adjustments in the number and price of such warrants and the shares underlying such warrants resulting
−Removed: from corporate events which would include dividends, reorganizations, mergers, etc.
−Removed: and future issuance of Common Stock or Common Stock
−Removed: equivalents at prices or with exercise and/or conversion prices below the offering price as permitted under FINRA Rule 5110(f)(2)(G).
−Removed: Additionally, the Consultant shall be entitled to a
−Removed: cash fee equal to eight percent ( 8.0 %) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative
−Removed: instruments to any investor introduced by the Consultant to the Company during the engagement period, in connection with any public or
−Removed: private financing or capital raise.
−Removed: (b) Merger, acquisition or sale of stock or assets
−Removed: (the “M&A Transaction”) Fees:
−Removed: The M&A Transaction fees shall be payable to the Consultant in cash at the closing or
−Removed: closings of the M&A Transaction to which it relates and shall be equal to five percent ( 5.0 %) of M&A Transaction consideration.
−Removed: The Company will be responsible for and will pay all
−Removed: expenses relating to the Offering as defined in the Agreement.
−Removed: Additionally, the Company will provide an expense advance (the “Advance”)
−Removed: to the Consultant of $ 50,000 , of which $ 25,000 was payable upon the execution of the Agreement and $ 25,000 of which is payable upon the
−Removed: initial filing of a registration statement.
−Removed: The Company paid $ 25,000 in May 2024 and accrued an additional $ 25,000 as of March 31, 2025
−Removed: which were being recorded as deferred offering cost as of March 31, 2025.
−Removed: No payment was made during the nine months ended March 31, 2025.
−Removed: Operating Leases
−Removed: On May 4, 2022, the Company
−Removed: entered in a three-year 3 lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly rent of $ 3,000 AUD or
−Removed: $ 2,176 USD (depending on exchange rate) per month plus taxes.
−Removed: On May 4, 2022, the Company recorded right-of-use assets $ 66,201 and total
−Removed: lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.
−Removed: ROU is summarized below:
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: September 25, 2025, the Company and a consultant agreed to enter into a one-year Advisory Agreement (the “Advisory Agreement”)
+Added: to provide capital market advisory and strategic business analysis related services for a monthly fee of $ 2,500 and shall issue shares
+Added: of the Company’s common stock worth $ 2,500 per month.
+Added: In October 2025, the Company issued an aggregate of 4,336 share of common
+Added: stock for services rendered and to be rendered from September 25, 2025 to December 25, 2025 in connection with the Advisory agreement.
+Added: May 4, 2022, the Company entered in a three-year 3 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of
+Added: $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.
+Added: On May 4, 2022, the Company recorded right-of-use assets
+Added: $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.
+Added: May 4, 2025, the Company entered in a one-year 1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300
+Added: AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year 2 term.
+Added: On May 4, 2025, the Company recorded right-of-use assets of $ 62,126 and total lease liabilities of $ 62,126 based on an incremental borrowing
+Added: rate of 12 %.
+Added: is summarized below:
SCHEDULE OF RIGHT OF USE ASSET
−Removed: March 31, 2025
+Added: September 30, 2025
June 30, 2025
1 unchanged sentence
Right-of-use asset, net
−Removed: Operating Lease liabilities
−Removed: are summarized below:
+Added: Lease liabilities are summarized below:
SCHEDULE OF OPERATING LEASE LIABILITY
−Removed: March 31, 2025
+Added: September 30, 2025
June 30, 2025
2 unchanged sentences
Long term portion of lease liability
−Removed: Remaining future minimum lease payments under non-cancelable
−Removed: operating lease at March 31, 2025 are as follows:
+Added: future minimum lease payments under non-cancelable operating lease at September 30, 2025 are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
+Added: Fiscal Year 2026- remainder
Fiscal Year 2027
+Added: Fiscal Year 2028
Imputed interest
Total operating lease liability
−Removed: The weighted average remaining lease term for the operating
−Removed: lease is 0.01 years as of March 31, 2025.
−Removed: PROPANC BIOPHARMA, INC.
−Removed: AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: NOTE 9 – RELATED
−Removed: PARTY TRANSACTIONS
−Removed: Since its inception, the Company
−Removed: has conducted transactions with its directors and entities related to such directors.
−Removed: These transactions have included
−Removed: the following:
−Removed: 31, 2025 and June 30, 2024, the Company owed its former director a total of $ 0
−Removed: and $ 29,759 ,
−Removed: respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see
−Removed: Additionally, as of March 31, 2025 and June 30, 2024, the Company owed its former director a total of $ 0
−Removed: and $ 49,528 ,
−Removed: respectively, for money loaned to the Company, throughout the years.
−Removed: On January 23, 2025, the Company entered into a Debt Exchange
−Removed: with the former director and issued 30,000
−Removed: shares of common stock in exchange for the total outstanding loans of $ 74,395 as
−Removed: discussed above.
−Removed: Effective May
−Removed: 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related
−Removed: party, of which Mr.
+Added: weighted average remaining lease term for the operating lease is 2.52 years as of September 30, 2025.
+Added: 9 – RELATED PARTY TRANSACTIONS
+Added: May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a
+Added: related party, of which Mr.
Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.
−Removed: The lease had a five-year 5
−Removed: term and provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service
−Removed: tax for total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.
−Removed: Such lease expired in May 2021 and was renewed for
−Removed: another one-year term from May 2021 to May 2022.
−Removed: On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon
−Removed: for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.
−Removed: As of March 31, 2025 and June 30, 2024,
−Removed: total rent payable of $ 202,129 AUD ($ 124,976 USD) and $ 194,129 AUD ($ 129,930 USD), respectively, was included in accrued expenses in
−Removed: the accompanying condensed consolidated balance sheet.
−Removed: Rent expense under the lease was $ 20,817 and $ 19,584 for the nine months
−Removed: ended March 31, 2025 and 2024, respectively, and $ 7,099 and $ 6,578 for the three months ended March 31, 2025 and 2024, respectively
−Removed: and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income
−Removed: Loans payable - Related
−Removed: Between November 2023 and
−Removed: May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 .
−Removed: Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639 USD).
−Removed: loans bear no interest and are payable on demand (see Note 5).
−Removed: Effective August 1, 2024,
−Removed: the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated with one of our
−Removed: directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $ 150,000 AUD ($ 98,060 USD).
−Removed: The Company intends to use the net proceeds therefrom for general working capital purposes.
−Removed: The maturity date of the Loan is November
−Removed: 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
−Removed: 18 % per annum.
−Removed: The Company has the right to prepay in full at any time with no prepayment penalty.
−Removed: By mutual consent the amount can be
−Removed: 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
−Removed: daily balance of the five preceding trading days (see Note 5).
−Removed: Between November 2024 and
−Removed: December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 15,000
−Removed: AUD ($ 9,731 USD).
−Removed: These loans bear no interest and are payable on demand (see Note 5).
−Removed: Effective December 3, 2024, the Company entered into
−Removed: and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the
−Removed: investor loaned the Company an aggregate principal amount of $ 175,000 AUD ($ 113,485 USD).
−Removed: The Company used the net proceeds for general
−Removed: working capital purposes.
−Removed: The term of the loan is four months or less (to be determined at the discretion of the Company), with $ 70,000
−Removed: AUD due on February 28, 2024 and $ 105,000 AUD due on April 2, 2024.
−Removed: The loan bears an interest rate of 12 % per annum and default interest
−Removed: rate of 18 % per annum (see Note 5).
−Removed: In January 2025, an institutional
−Removed: investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 25,000 AUD ($ 15,485 USD).
−Removed: bear no interest and are payable on demand (see Note 5).
−Removed: Loan payable -long-term-
−Removed: Related Party
−Removed: On July 5, 2023, the Company
−Removed: and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which
−Removed: such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD).
−Removed: Pursuant to such agreement, the term of such loan is three
−Removed: ( 3 ) years, ending on July 5, 2026 , with an interest rate of 10 % to be paid monthly in arrears.
−Removed: In connection with such loan, the Company
−Removed: issued 250 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $ 600 per share (subject
−Removed: to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date
−Removed: of July 5, 2026 (see Note 5).
−Removed: PROPANC BIOPHARMA, INC.
+Added: The lease had a 5
+Added: five-year term and provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of
+Added: goods and service tax for total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.
+Added: Such lease expired in May
+Added: 2021 and was renewed for another one-year term from May 2021 to May 2022.
+Added: On May 4, 2022, the Company entered into a 3 three-year
+Added: lease agreement with North Horizon Pty Ltd.
+Added: for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month
+Added: On May 4, 2025, the Company renewed for another one-year lease agreement with North Horizon Pty Ltd., a related party,
+Added: 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
+Added: for an additional two-year term (See Note 8).
+Added: As of September 30, 2025 and June 30, 2025, total rent payable of $ 169,529 AUD
+Added: ($ 112,228 USD) and $ 200,402 AUD ($ 131,684 USD), respectively, was included in accrued expenses in the accompanying condensed
+Added: consolidated balance sheet.
+Added: Rent expense under the lease was $ 14,789 and $ 8,317 during the three months ended September 30 2025 and
+Added: 2024, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and
+Added: comprehensive income (loss).
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Employment and Services
−Removed: Agreements with Management
−Removed: The Company and Mr.
−Removed: entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms
−Removed: and conditions of Mr.
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: payable - Related Party
+Added: July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company
+Added: an aggregate of $ 120,000 AUD ($ 78,249 USD).
+Added: These loans bore no interest and were payable on demand (see Note 5).
+Added: August 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025
+Added: with aggregate principal amount of $ 235,188 AUD ($ 150,808 USD), and accrued interest of $ 6,205 AUD ($ 3,994 USD) (see Note 5).
+Added: remaining balance of all the loans payable – related parties, net of discount amounted to $ 460,240 and $ 415,329 as of September
+Added: 30, 2025 and June 30, 2025, respectively.
+Added: The total principal outstanding under loan payable – long term - related party, net of
+Added: discount, was $ 0 and $ 105,627 as of September 20, 2025 and June 30, 2025 (see Note 5).
+Added: and Services Agreements with Management
+Added: Company and Mr.
+Added: Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”)
+Added: setting forth the terms and conditions of Mr.
Nathanielsz’s employment as the Company’s President and Chief Executive Officer.
+Added: The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ;
+Added: however, the term of the Nathanielsz Employment Agreement
+Added: automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent
+Added: not to renew.
+Added: The Nathanielsz Employment Agreement continues in effect as amended on October 26, 2022 (see below).
The Nathanielsz Employment
−Removed: Agreement was scheduled to expire on February 25, 2019 ;
−Removed: however, the term of the Nathanielsz Employment Agreement automatically renews
−Removed: for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent not to renew.
−Removed: Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below).
−Removed: The Nathanielsz
−Removed: Employment Agreement provides Mr.
−Removed: Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and
−Removed: a monthly contribution to Mr.
+Added: Agreement provides Mr.
+Added: Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and a monthly
+Added: contribution to Mr.
Nathanielsz’s pension equal to 9.5 % of his monthly salary.
−Removed: Nathanielsz has the ability to convert
−Removed: any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.
−Removed: 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.
−Removed: to the Nathanielsz Employment Agreement, Mr.
+Added: Nathanielsz has the ability to convert any accrued
+Added: but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr.
+Added: Nathanielsz and the
+Added: Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion.
+Added: Pursuant to the
+Added: Nathanielsz Employment Agreement, Mr.
Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his annual
base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company.
−Removed: 16, 2018, the Company’s board of directors approved an increase of Mr.
−Removed: Nathanielsz’s annual base salary from $ 300,000 AUD
−Removed: ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.
−Removed: On August 1, 2022, the Company’s board of directors approved
−Removed: an increase of Mr.
−Removed: Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900 USD), effective July
−Removed: Nathanielsz’s wife,
−Removed: Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.
−Removed: Effective February 1, 2018,
+Added: March 16, 2018, the Company’s board of directors approved an increase of Mr.
+Added: Nathanielsz’s annual base salary from $ 300,000
+Added: AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018.
+Added: On August 1, 2022, the Company’s board of directors
+Added: approved an increase of Mr.
+Added: Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900 USD), effective
+Added: July 1, 2022.
+Added: Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015.
+Added: Effective February 1, 2018, Mrs.
Nathanielsz receives an annual salary of $ 120,000 AUD ($ 80,904 USD) and is entitled to customary benefits.
−Removed: Pursuant to a February 25,
−Removed: 2016 board resolution, James Nathanielsz was paid $ 4,481 AUD ($ 3,205 USD), on a monthly basis for the purpose of acquiring and maintaining
−Removed: an automobile which car allowance expired in August 2022.
−Removed: For the fiscal years ended June 30, 2024 and 2023, $ 17,714 USD and $ 3,344 USD,
−Removed: respectively, was paid to Mr.
−Removed: Nathanielsz for use of a vehicle.
−Removed: For the nine months ended March 31, 2025, $ 5,466 AUD ($ 3,546 USD) was
−Removed: Nathanielsz for use of a vehicle.
−Removed: For the three months ended March 31, 2025, $ 1,909 AUD ($ 1,174 USD) was paid to Mr.
−Removed: for use of a vehicle.
−Removed: On August 12, 2021, the Board
−Removed: approved a bonus of $ 177,840 USD.
−Removed: A total of $ 221,890 AUD ($ 166,418 USD) in payments were made against the bonuses during the year ended
−Removed: June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957 USD) bonus payable as of June 30, 2021 which was included in
−Removed: accrued expenses in the accompanying consolidated balance sheet.
−Removed: On August 12, 2021, pursuant to the Cancellation Agreement, Mr.
−Removed: agreed to cancel $ 177,840 of the bonus payable in exchange for 99 shares of the Company’s Common Stock.
−Removed: On August 1, 2022, the Board
−Removed: approved a bonus of $ 140,000 AUD or $ 96,810 USD.
−Removed: A total of $ 73,387 AUD ($ 48,905 USD) in payments were made in respect of the bonuses
−Removed: during the year ended June 30, 2023, resulting in a remaining balance of $ 107,937 AUD ($ 71,929 USD) bonus payable as of June 30, 2023
+Added: August 12, 2021, the Board approved a bonus of $ 177,840 USD.
+Added: A total of $ 221,890 AUD ($ 166,418 USD) in payments were made against the
+Added: bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957 USD) bonus payable as of June
30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet.
−Removed: A total of $ 25,000 AUD ($ 16,070 USD) in payments
−Removed: were made in respect of the bonuses during the year ended June 30, 2024.
−Removed: In January 2024, the Board approved a bonus of $ 150,000 AUD or
−Removed: $ 102,195 USD resulting in a remaining balance of $ 217,540 AUD ($ 141,118 USD) bonus ,payable as of March 31, 2025 and June 30, 2024 for
−Removed: both periods which was included in accrued expenses in the accompanying condensed consolidated balance sheet.
−Removed: Amended and Restated Employment
−Removed: On May 14, 2019 (the “Effective
−Removed: Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr.
−Removed: Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000 AUD ($ 309,313 USD).
−Removed: to the Employment Agreement, Mr.
−Removed: Nathanielsz was granted options to purchase a de minimis share of common stock (the “Nathanielsz
−Removed: Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and an additional de minimis
−Removed: restricted stock units of the Company (the “Additional Nathanielsz RSUs”).
−Removed: Such options and restricted stock units were granted
−Removed: pursuant to the 2019 Plan approved by the Board on the Effective Date.
−Removed: The Nathanielsz Options have a term of 10 years from the date of
−Removed: The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods pursuant to the Employment Agreement.
−Removed: There are de minimis vested options and restricted stock units that are considered issuable as of March 31, 2025 and June 30, 2024.
−Removed: On October 26, 2022, the Company
−Removed: entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.
−Removed: Nathanielsz, effective as of
−Removed: July 1, 2022, (the “2022 Effective Date”).
+Added: On August 12, 2021, pursuant to the Cancellation
+Added: Agreement, Mr.
+Added: Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 99 shares of the Company’s Common Stock.
+Added: On August 1, 2022, the Board approved a bonus of $ 140,000 AUD or $ 96,810 USD.
+Added: A total of $ 25,000 AUD ($ 16,070 USD) in payments were made
+Added: in respect of the bonuses during fiscal year 2024.
+Added: In January 2024, the Board approved a bonus of $ 150,000 AUD or $ 102,195 USD resulting
+Added: in a remaining balance of $ 217,540 AUD ($ 141,118 USD) bonus payable as of June 30, 2024.
+Added: June 2025, the Board approved a bonus of $ 198,000 AUD or $ 130,106 USD resulting in a remaining balance of $ 415,540 AUD ($ 273,051 USD)
+Added: bonus payable as of June 30, 2025.
+Added: No bonus payments were made during the three months ended September 30, 2025 resulting in a remaining
+Added: balance of $ 415,540 AUD ($ 275,087 USD) bonus payable as of September 30, 2025 which was included in accrued expenses in the accompanying
+Added: condensed consolidated balance sheet.
+Added: and Restated Employment Agreement
+Added: May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment
+Added: Agreement”) with Mr.
+Added: Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000
+Added: AUD ($ 309,313 USD).
+Added: Pursuant to the Employment Agreement, Mr.
+Added: Nathanielsz was granted options to purchase a de minimis share of common
+Added: stock (the “Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”),
+Added: and an additional de minimis restricted stock units of the Company (the “Additional Nathanielsz RSUs”).
+Added: Such options and
+Added: restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date.
+Added: The Nathanielsz Options have
+Added: a term of 10 years from the date of grant.
+Added: The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods
+Added: pursuant to the Employment Agreement.
+Added: There are de minimis vested options and restricted stock units that are considered issuable as
+Added: of September 30, 2025 and June 30, 2025.
+Added: October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.
+Added: Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”).
The Amended Agreement provides Mr.
−Removed: Nathanielsz with a base salary of $ 600,000 AUD
−Removed: ($ 414,900 USD) per annum.
+Added: Nathanielsz with
+Added: a base salary of $ 600,000 AUD ($ 414,900 USD) per annum.
The Company has also agreed to pay Mr.
−Removed: Nathanielsz an annual discretionary bonus in an amount up to 100 % of
−Removed: his annual base salary, reduced from 200 %, which bonus shall be determined by the Board and based upon the performance of the Company.
−Removed: The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either
−Removed: party elects not to renew.
−Removed: Amended and Restated Employment
−Removed: On May 14, 2019, the Company
−Removed: entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.
−Removed: Kenyon, the Company’s Chief
−Removed: Scientific Officer and a director, for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 54,000 AUD
−Removed: ($ 41,580 USD).
+Added: Nathanielsz an annual discretionary bonus
+Added: in an amount up to 100 % of his annual base salary, reduced from 200 %, which bonus shall be determined by the Board and based upon the
+Added: performance of the Company.
+Added: The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year
+Added: renewal periods unless either party elects not to renew.
+Added: BIOPHARMA, INC.
+Added: AND SUBSIDIARY
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: and Restated Employment Agreement
+Added: May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.
+Added: the Company’s Chief Scientific Officer and a director, for a term of three years , subject to automatic one-year renewals, at an
+Added: annual salary of $ 54,000 AUD ($ 41,580 USD).
In connection with the execution of the Services Agreement, Dr.
−Removed: Kenyon was designated as an executive officer of the Company
−Removed: and assumed a more active executive role with the Company.
+Added: Kenyon was designated as
+Added: an executive officer of the Company and assumed a more active executive role with the Company.
Pursuant to the Services Agreement, Dr.
−Removed: Kenyon was granted options to purchase
−Removed: a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted stock units of the Company (the “Initial
−Removed: Kenyon RSUs”), and an additional de minimis restricted stock units of the Company (the “Additional Kenyon RSUs”).
−Removed: options and restricted stock units were granted pursuant to the 2019 Plan.
−Removed: The Kenyon Options have a term of 10 years from the date of
−Removed: The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement.
−Removed: de minimis vested options and vested restricted stock unit that are considered issuable as of March 31, 2025 and June 30, 2024.
−Removed: As of March 31, 2025 and June
−Removed: 30, 2024, total accrued salaries of $ 188,500 AUD ($ 122,280 USD) and $ 148,000 AUD ($ 97,044 USD), respectively, were included in accrued
−Removed: expenses in the accompanying condensed consolidated balance sheets.
−Removed: Intercompany Loans
−Removed: All intercompany loans were
−Removed: made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of March 31, 2025.
−Removed: Effective fiscal
−Removed: year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3,
−Removed: gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated balance
−Removed: sheet as accumulated other comprehensive income.
−Removed: PROPANC BIOPHARMA, INC.
−Removed: AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: NOTE 10 – CONCENTRATIONS
−Removed: Concentration of Credit
−Removed: The Company maintains its
−Removed: cash in banks and financial institutions in Australia.
+Added: Kenyon was granted options to purchase a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted
+Added: stock units of the Company (the “Initial Kenyon RSUs”), and an additional de minimis restricted stock units of the Company
+Added: (the “Additional Kenyon RSUs”).
+Added: Such options and restricted stock units were granted pursuant to the 2019 Plan.
+Added: Options have a term of 10 years from the date of grant.
+Added: The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods
+Added: pursuant to the Services Agreement.
+Added: There are de minimis vested options and restricted stock units that are considered issuable as of
+Added: September 30, 2025 and June 30, 2025.
+Added: of September 30, 2025 and June 30, 2025, total accrued salaries of $ 215,500 AUD ($ 142,661 USD) and $ 202,000 AUD ($ 132,734 USD), respectively,
+Added: were included in accrued expenses in the accompanying condensed consolidated balance sheets.
+Added: Benefit Liability
+Added: of September 30, 2025 and June 30, 2025, total employee benefit liability of $ 686,863 and $ 667,901 , respectively, consist of unpaid or
+Added: unused annual leave and long service leave by Mr.
+Added: Nathanielsz and Sylvia Nathanielsz, as reflected in the accompanying condensed consolidated
+Added: balance sheets.
+Added: intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of September
+Added: Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future
+Added: and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment
+Added: on the condensed consolidated balance sheet as accumulated other comprehensive income.
+Added: 10 – CONCENTRATIONS AND RISKS
+Added: Concentration
+Added: of Credit Risk
+Added: Company maintains its cash in banks and financial institutions in Australia.
Bank deposits in Australian banks are uninsured.
−Removed: The Company has not experienced
−Removed: any losses in such accounts through March 31, 2025.
−Removed: The Company primarily relied
−Removed: on funding from two convertible and two non-convertible debt lenders and received net proceeds after deductions of $ 33,200 for original
−Removed: issue discounts and debt issue costs during the nine months ended March 31, 2025 from each of the four lenders of $ 110,000 , $ 130,000 ,
−Removed: $ 196,340 , and $ 98,060 , respectively which represents approximately 19 %, 22 %, 33 % and 17 %, respectively of total proceeds received by the
−Removed: Company during the nine months ended March 31, 2025.
−Removed: The Company primarily relied on funding from six convertible
−Removed: and non-convertible debt lenders and received net proceeds after deductions of $ 73,000 for original issue discounts and debt issue costs
−Removed: during the nine months ended March 31, 2024 from each of the five lenders of $ 225,000 , $ 125,000 , $ 127,500 , $ 120,000 and $ 185,872 , respectively
−Removed: which represents approximately 29 %, 16 %, 16 %, 15 % and 24 %, respectively of total proceeds received by the Company during the nine months
−Removed: ended March 31, 2024.
−Removed: Receivable Concentration
−Removed: As of March 31, 2025 and June
−Removed: 30, 2024, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.
−Removed: Patent and Patent Concentration
−Removed: The Company has filed multiple
−Removed: patent applications relating to its lead product, PRP.
−Removed: The Company’s lead patent application has been granted and remains in force
−Removed: in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland,
−Removed: Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Republic
−Removed: of Korea, India and Brazil.
−Removed: In Canada and Mexico, the patent applications have been accepted as of fiscal year 2023.
−Removed: In 2016 and early 2017, the
−Removed: Company filed other patent applications.
−Removed: Three applications were filed under the Patent Cooperation Treaty (the “PCT”).
−Removed: PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously
−Removed: seek protection for an invention in over 150 countries.
−Removed: Once filed, the application is placed under the control of the national or regional
−Removed: patent offices, as applicable, in what is called the national phase.
−Removed: One of the PCT applications filed in November 2016, entered national
−Removed: phase in July 2018 and another PCT application entered national phase in August 2018.
−Removed: A third PCT application entered the national phase
−Removed: in October 2018.
−Removed: In July 2020, a world-first
−Removed: patent was granted in Australia for the cancer treatment method patent family.
−Removed: Presently, there are 84 granted, allowed, or accepted patents
−Removed: and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering
−Removed: the lead product candidate PRP.
−Removed: Further patent applications
−Removed: are expected to be filed to capture and protect additional patentable subject matter based on the Company’s field of technology
−Removed: relating to pharmaceutical compositions of proenzymes for treating cancer.
−Removed: Foreign Operations
−Removed: As of March 31, 2025 and June
−Removed: 30, 2024, the Company’s operations are based in Camberwell, Australia;
−Removed: however, the majority of research and development is being
−Removed: conducted in the European Union.
−Removed: On July 22, 2016, the Company
−Removed: formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose of submitting an orphan drug
−Removed: application with the European Medicines Agency as a small and medium-sized enterprise.
−Removed: As of March 31, 2025 and June 30, 2024, there has
−Removed: been no activity within this entity.
−Removed: NOTE 11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR
−Removed: VALUE MEASUREMENTS
−Removed: Derivative Financial Instruments:
−Removed: The Company applies the provisions
−Removed: of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments and warrants, which contain terms that
−Removed: protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment.
−Removed: warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting
−Removed: If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in
−Removed: operations on the issuance date.
−Removed: The Company had $ 211,650 (7 notes) and $ 110,500 (3 notes) of convertible debt, which were treated as
−Removed: derivative instruments outstanding at March 31, 2025 and June 30, 2024, respectively.
−Removed: The Company calculates the
−Removed: estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.
−Removed: The closing price of the Company’s
−Removed: common stock at March 31, 2025, the last trading day of the period ended March 31, 2025, was $ 5.50 .
−Removed: The volatility, expected remaining
−Removed: term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31, 2025 are indicated in the table
−Removed: that follows.
−Removed: The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based
−Removed: upon rates for treasury securities with the same term.
−Removed: PROPANC BIOPHARMA, INC.
+Added: has not experienced any losses in such accounts through September 30, 2025.
+Added: Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions
+Added: of $ 19,850 for original issue discounts and debt issue costs during the three months ended September 30, 2025 from each of the three
+Added: lenders of $ 100,000 , $ 75,000 , and $ 78,249 , respectively which represents approximately 39 %, 30 % and 31 %, respectively of total proceeds
+Added: received by the Company during the three months ended September 30, 2025.
+Added: Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions
+Added: of $ 6,000 for original issue discounts and debt issue costs during the three months ended September 30, 2024 from each of the three lenders
+Added: of $ 60,000 , $ 57,639 , and $ 98,060 , respectively which represents approximately 28 %, 27 % and 45 %, respectively of total proceeds received
+Added: by the Company during the three months ended September 30, 2024.
+Added: Concentration
+Added: of September 30, 2025 and June 30, 2025, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.
+Added: and Patent Concentration
+Added: Company has filed multiple patent applications relating to its lead product, PRP.
+Added: The Company’s lead patent application has been
+Added: granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal,
+Added: Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore,
+Added: Malaysia, South Africa, Republic of Korea, India and Brazil.
+Added: In Canada and Mexico, the patent applications have been accepted as of fiscal
+Added: 2016 and early 2017, the Company filed other patent applications.
+Added: Three applications were filed under the Patent Cooperation Treaty (the
+Added: The PCT assists applicants in seeking patent protection by filing one international patent application under the
+Added: PCT, applicants can simultaneously seek protection for an invention in over 150 countries.
+Added: Once filed, the application is placed under
+Added: the control of the national or regional patent offices, as applicable, in what is called the national phase.
+Added: One of the PCT applications
+Added: filed in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018.
+Added: PCT application entered the national phase in October 2018.
+Added: July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family.
+Added: Presently, there are 85 granted,
+Added: allowed, or accepted patents and 5 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes
+Added: against solid tumors, covering the lead product candidate PRP.
+Added: patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s
+Added: field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.
+Added: BIOPHARMA, INC.
AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: Convertible Debt
−Removed: SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES
−Removed: Initial Valuations
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: of September 30, 2025 and June 30, 2025, the Company’s operations are based in Camberwell, Australia;
+Added: however, the majority of
+Added: research and development is being conducted in the European Union.
+Added: July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose
+Added: of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise.
+Added: As of September 30,
+Added: 2025, there has been no activity within this entity.
+Added: 11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
+Added: Financial Instruments:
+Added: Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments and
+Added: warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative
+Added: accounting treatment.
+Added: As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued
+Added: at fair value at each reporting date.
+Added: If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded
+Added: as change in fair value in operations on the issuance date.
+Added: The Company had $ 131,000 (3 notes) and $ 291,650 (9 notes) of convertible debt,
+Added: which were treated as derivative instruments outstanding at September 30, 2025 and June 30, 2025, respectively.
+Added: Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.
+Added: price of the Company’s common stock at September 30, 2025, the last trading day of the period ended September 30, 2025, was $ 1.70 .
+Added: The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at September
+Added: 30, 2025 are indicated in the table that follows.
+Added: The expected term is equal to the remaining term of the warrants or convertible instruments
+Added: and the risk-free rate is based upon rates for treasury securities with the same term.
+Added: OF FAIR VALUE MEASUREMENTS OF CONVERTIBLE
+Added: DEBT VALUATION TECHNIQUES
(on new derivative
1 unchanged sentence
into during the three
−Removed: March 31, 2025)
−Removed: March 31, 2025
−Removed: Expected Remaining Term (in years)
+Added: September 30, 2025)
+Added: Expected Remaining Term (in
Risk Free Interest Rate
3.98 - 4.20 %
−Removed: 4.23 - 4.38 %
Expected dividend yield
−Removed: Fair Value Measurements:
−Removed: The Company measures and reports
−Removed: at fair value the liability for derivative instruments.
−Removed: The fair value of liabilities for price adjustable warrants and embedded conversion
−Removed: options have been recorded as determined utilizing the Binomial Trees model.
−Removed: The following tables summarize the Company’s financial
−Removed: assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and June 30, 2024:
−Removed: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
−Removed: March 31, 2025
+Added: Value Measurements:
+Added: Company measures and reports at fair value the liability for derivative instruments.
+Added: The fair value liabilities for price adjustable
+Added: warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model.
+Added: The following tables summarize
+Added: the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2025 and June 30,
+Added: OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS
+Added: September 30,
Quoted Prices
2 unchanged sentences
June 30, 2025
−Removed: Quoted Prices
−Removed: Unobservable Inputs
Embedded conversion option liabilities
−Removed: The following is a roll forward
−Removed: for the nine months ended March 31, 2025 of the fair value liability of price adjustable derivative instruments:
−Removed: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE
+Added: BIOPHARMA, INC.
+Added: AND SUBSIDIARY
+Added: TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
+Added: following is a roll forward for the three months ended September 30, 2025 of the fair value liability of price adjustable derivative
+Added: SCHEDULE OF FAIR VALUE LIABILITY OF PRICE ADJUSTABLE DERIVATIVE
Fair Value of
1 unchanged sentence
Balance at June 30, 2025
−Removed: Initial fair value of embedded conversion option derivative liability recorded as debt discount
−Removed: Initial fair value of embedded conversion option derivative liability recorded as derivative expense
−Removed: Reduction of derivative liability upon debt conversion
+Added: Gain on debt extinguishment
Change in fair value included in statements of operations
−Removed: Balance at March 31, 2025
−Removed: PROPANC BIOPHARMA, INC.
−Removed: AND SUBSIDIARY
−Removed: NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
−Removed: March 31, 2025
−Removed: NOTE 12 – SUBSEQUENT
−Removed: April 15, 2025 Securities Purchase Agreement
−Removed: On April 15, 2025, the Company entered into a securities
−Removed: purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company
−Removed: in the aggregate principal amount of $ 55,000 , such principal and the interest thereon are convertible into shares of the Company’s
−Removed: common stock at the option of GS Capital.
−Removed: The GS Capital Note contains a $ 5,000 original issue discount.
−Removed: The Company used the net proceeds
−Removed: from the GS Capital Note for general working capital purposes.
−Removed: maturity date of the GS Capital Note is December 15, 2025.
−Removed: The GS Capital Note shall bear interest at a rate of 8 %
−Removed: per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital
−Removed: Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment.
−Removed: The GS Capital Note is exchangeable for an
−Removed: equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.
−Removed: initial conversion price for the GS Capital Note is equal to $5 per share, provided that the fixed price will be reduced to $2.50 per
−Removed: share in the event that the market price of the Common Stock trades below $4 per share for five consecutive trading days.
−Removed: In the event of a default under the note and unless the fixed price is lower, such conversion price will
−Removed: equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject
−Removed: to re-adjustment every thirty calendar days during the period in which the Company remains in default.
−Removed: Additionally, the conversion prices
−Removed: of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion
−Removed: The effective conversion price of the outstanding GS Capital notes are 60 %
−Removed: (representing a 40 %
−Removed: discount) of the market price, which means the lowest closing bid prices of the Common Stock
−Removed: for the ten trading days immediately prior to the delivery of a Notice of Conversion.
−Removed: the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24% per annum
−Removed: or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law.
−Removed: In the event that
−Removed: the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS
−Removed: Capital notes, the penalty becomes $250 per day for each day that the shares are not issued beginning on the 4 th day after
−Removed: the conversion notice was delivered to the Company.
−Removed: This penalty increases to $500 per day beginning on the 10 th day.
−Removed: event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding
−Removed: principal amount increases by 20%.
−Removed: Loan payable - Related
−Removed: On April 12, 2025, the Company entered into and closed
−Removed: a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned
−Removed: the Company an aggregate principal amount of $ 63,188 AUD ($ 39,733 USD).
−Removed: The Company used the net proceeds for general working capital
−Removed: Th maturity date is on June 30, 2025 .
−Removed: The loan bears an interest rate of 12 % per annum and default interest rate of 18 % per
−Removed: Promissory Note
−Removed: Effective May 7, 2025, the
−Removed: Company issued a Promissory Note to an accredited investor (the “Investor”) in the aggregate principal amount of $ 90,000 (the
−Removed: “Note”), for a purchase price of $ 75,000 .
−Removed: The Company intends to use the net proceeds therefrom for general working capital
−Removed: The maturity date of the Note is June 15, 2025 and bears interest at a rate of ten percent ( 10 %) per annum.
−Removed: Repayment of the
−Removed: Note may occur as follows:
−Removed: (a) if the Company repays this Note on or before June 7, 2025, then Company shall pay Investor in cash the
−Removed: sum of one hundred percent (100%) of the sum of the outstanding principal amount of the Note (the “Principal Amount”) at such
−Removed: time, all accrued interest unpaid at such time, and any other payment due;
−Removed: and (b) if the Company repays the Note after June 7, 2025 and
−Removed: on or before July 7, 2025, then Company shall pay Investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding
−Removed: Principal Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)
−Removed: or (b) at such time as the Company and the Investor may agree to effect repayment.
−Removed: Extension Agreement
−Removed: Effective May 7, 2025, the
−Removed: Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed to extend the maturity
−Removed: date of the promissory note dated August 15, 2023, which was amended on May 7, 2024 (the “Old Note”) to June 15, 2025.
−Removed: other terms of the Old Note shall remain unchanged and in full force and effect (see Note 6).
+Added: Balance at September 30, 2025
+Added: 12 – SUBSEQUENT EVENTS
+Added: issued for conversion of convertible debt
+Added: October 2025, the Company issued an aggregate of 42,224 shares of its common stock at a contractual conversion price of $ 1.09 , as a result
+Added: of the conversion of principal of $ 43,000 , interest of $ 2,366 and conversion fees of $ 469 underlying certain outstanding convertible
+Added: notes converted during such period.
+Added: issued for services
+Added: In October 2025, the Company issued an aggregate of 510,937 shares of common stock for services rendered which
+Added: was accounted for as common stock issuable as of September 30, 2025 (see Note 7).
+Added: October 2025, the Company issued an aggregate of 4,336 share of common stock for services rendered and to be rendered from September
+Added: 25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025 (see Note 8).
+Added: Purchase Agreement
+Added: October 7, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Hexstone Capital LLC (“Hexstone”)
+Added: in connection with a private placement of a to be created class Series C Preferred Stock (“Series C Preferred Stock”).
+Added: share of Series C Preferred Stock shall be convertible into shares of common stock of the Company at a price equal to the lesser of a
+Added: fixed conversion price of $ 5.00
+Added: share or 85% of the of the lowest trading price of the Common Stock during the period beginning on the day the holder sends a conversion
+Added: notice to the Company and ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds
+Added: the product of the conversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder
+Added: receives the shares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum .
+Added: Pursuant to the SPA, at the Closing, the Company shall issue 100
+Added: shares of Series C Preferred Stock and a Warrant to purchase
+Added: up to an additional 9,900
+Added: shares of Series C Preferred Stock (the Warrant”).
+Added: On November 4, 2025 the closing conditions under the SPA were completed and the Company closed the transaction
+Added: under the SPA, pursuant to which Hexstone purchased 100 shares of Series C Preferred Stock of the Company and a Warrant to purchase up
+Added: to an additional 9,900 shares of Series C Preferred Stock, at an exercise price of $ 10,000 per Warrant share in exchange for cash payment
+Added: of $ 1,000,099 to the Company.
+Added: The shares of Series C Preferred Stock and the Warrant were issued pursuant to the private placement.
+Added: On November 4, 2025, the Company amended
+Added: its Certificate of Incorporation and filed a Certificate of Designation with the Delaware Secretary of State that authorized the issuance
+Added: of up to 9,900 shares of a new series of preferred stock, par value $ 0.01 per share, designated as “Series C Preferred Stock”.
+Added: The Series C Preferred Stock shall have a stated
+Added: value of $ 10,000 per share and liquidation value equal to the greater of (A) 100 % of stated value of such Series C Preferred Stock and
+Added: (B) the amount per share such holder would receive if such holder converted into Common Stock immediately prior to the date of such payment.
+Added: The holder of Series C Preferred Stock shall have a dividend rate of 0 %.
+Added: However, the dividend rate shall automatically be increased to
+Added: ten percent ( 10.0 %) per annum upon any bankruptcy triggering event as defined in the Certificate of Designation.
+Added: At any time after the initial issuance date,
+Added: each share of Series C Preferred Stock shall be convertible into shares of common stock of the Company by the holder thereof by dividing
+Added: the stated amount of each share of Series C Preferred Stock of $ 10,000 by the conversion price.
+Added: The conversion price shall be the lesser
+Added: of the fixed conversion price of $ 5.00 per share or 85% of the of the lowest trading price of the Common Stock during the period beginning
+Added: on the day the holder sends a conversion notice to the Company and ending on the trading day on which the aggregate dollar volume of
+Added: the Company’s common stock exceeds the product of the conversion amount set forth on the applicable conversion notice multiplied
+Added: by seven (7) after the applicable holder receives the shares of common stock issuable upon conversion of the Series C Preferred Stock,
+Added: subject to a five (5) trading day minimum.
+Added: Upon any bankruptcy triggering event, the Company shall immediately redeem, in cash, each
+Added: of the Series C Preferred Stock then outstanding at a redemption price equal to the applicable triggering event redemption price.
+Added: of the Series C Preferred Stock subject to redemption by the Company shall be redeemed by the Company at a price equal to the greater
+Added: of (i) the product of (A) the conversion amount to be redeemed multiplied by (B) the redemption premium of 110% and (ii) the product
+Added: of (X) the conversion rate with respect to the conversion amount in effect multiplied by (Y) the product of (1) the redemption premium
+Added: of 110% multiplied by (2) the VWAP of the Common Stock on any trading day during the period commencing on the date immediately preceding
+Added: such triggering event and ending on the trading date prior to the date the Company makes the entire payment required to be made.
+Added: to the limitations specified in the Certificate of Designation, holders of Series C Preferred Stock shall have the right to vote on all
+Added: matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an
+Added: “as converted” basis using the conversion price .
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.