What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-02-17 compared with 2025-11-14 · 734 added, 541 removed, 1436 unchanged (47% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets at September 30, 2025 (unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2025 and 2024 (unaudited)

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)

Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2025 and 2024 (unaudited)

Condensed Consolidated Balance Sheets at December 31, 2025 (unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for each of the three and six months in the periods ended December 31, 2025 and 2024 (unaudited)

Condensed Consolidated Statements of Cash Flows for the six months ended December 31, 2025 and 2024 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30, 2025

June 30, 2025

CURRENT ASSETS:

GST tax receivable

Prepaid expenses - current portion

Other current assets

Prepaid expenses - current

current assets

TOTAL CURRENT ASSETS

Deferred offering costs

Prepaid expenses - long-term portion

Security deposit - related party

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

Property and equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

Prepaid expenses - long-term

Security deposit - related

Operating lease right-of-use

assets, net - related party

and equipment, net

AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other payables

Accrued expenses and other

Accrued interest

Loans payable

Loans payable - related parties, net of discount

Loans payable - related

parties, net of discount

Loans payable

Notes payable, net of discount

Convertible notes, net of discounts and including put premiums

Operating lease liability - related party, current portion

Embedded conversion option liabilities

Employee benefit liability

Convertible notes, net

of discounts and including put premiums

Operating lease liability

- related party, current portion

Warrant liability

Embedded conversion option

benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

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

Operating lease liability - long-term portion - related party

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and Contingencies (See Note 8)

Loan payable - long-term

- related party, net of discount

lease liability - long-term portion - related party

NON-CURRENT LIABILITIES

Temporary Equity – Convertible Preferred

Stock Series C - $ 0.01

par value, $ 10,000

stated value, 9,900

shares designated and authorized, 100

(liquidation value of $ 1,000,000 )

issued and outstanding at December 31, 2025 and June 30, 2025, respectively

Commitments and Contingencies

STOCKHOLDERS’ EQUITY:

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

Preferred stock, 1,500,005 shares authorized,

$ 0.01 par value:

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

0 shares issued and outstanding as of September 30, 2025

and June 30, 2025

0 shares issued and outstanding as of December 31, 2025 and June 30, 2025

Series B preferred stock, $ 0.01 par value;

5 shares authorized;

1 share issued and outstanding as of September 30, 2025 and June 30, 2025

1 share issued and outstanding as of December 31, 2025 and June 30, 2025

Preferred stock, value

Common stock, $ 0.001 par value;

10,000,000,000

shares authorized;

12,806,748 and 11,611,782 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively

Common stock issuable ( 518,687 and 7,750 shares as of September 30, 2025 and June 30, 2025, respectively)

13,449,688 and 11,611,782 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively

Common stock issuable ( 7,750 and 7,750 shares

as of December 31, 2025 and June 30, 2025, respectively)

Additional paid-in capital

Accumulated other comprehensive income

Accumulated other comprehensive

Accumulated deficit

1 unchanged sentence

( 125,621,520 )

Treasury stock ($0.001 share)

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying unaudited

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

PROPANC BIOPHARMA, INC.

Treasury stock ($ 0.001

STOCKHOLDERS’ EQUITY

LIABILITIES AND STOCKHOLDERS’ EQUITY

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

BIOPHARMA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the three months ended

September 30,

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended December 31,

the six months ended December 31,

OPERATING EXPENSES

Administration expenses

Occupancy expenses - related party

Research and development

TOTAL OPERATING EXPENSES

LOSS FROM OPERATIONS

Administration

Occupancy expenses - related

and development

OPERATING EXPENSES

FROM OPERATIONS

( 3,654,734 )

( 8,328,298 )

OTHER INCOME (EXPENSE)

2 unchanged sentences

Derivative expense

Change in fair value of derivative liabilities

Gain (loss) on extinguishment of debt, net

Foreign currency transaction gain (loss)

TOTAL OTHER INCOME (EXPENSE), NET

Change in fair value of

derivative liabilities

Change in fair value of

warrant liability

Other expense

Gain (loss) on extinguishment

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

LOSS BEFORE TAXES

2 unchanged sentences

$ ( 3,091,394 )

BASIC AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

$ ( 430,183 )

$ ( 7,929,132 )

$ ( 784,493 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

$ ( 4,023,640 )

$ ( 430,183 )

$ ( 8,861,378 )

$ ( 784,493 )

AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

$ ( 4,023,640 )

$ ( 430,183 )

$ ( 8,861,378 )

$ ( 784,493 )

OTHER COMPREHENSIVE INCOME

foreign currency translation gain (loss)

OTHER COMPREHENSIVE INCOME (LOSS)

Unrealized foreign currency translation gain (loss)

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)

TOTAL COMPREHENSIVE LOSS

COMPREHENSIVE LOSS

$ ( 4,031,486 )

$ ( 108,953 )

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

PROPANC BIOPHARMA, INC.

$ ( 8,852,180 )

$ ( 562,206 )

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

BIOPHARMA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2025 AND 2024

Stock Issuable

Comprehensive

Stockholders’

Comprehensive

Balance at June 30, 2024

1 unchanged sentence

$ ( 3,779,059 )

Issuance of common stock for conversion of convertible debt, conversion

fee and accrued interest

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for services

5 unchanged sentences

( 4,108,085 )

Issuance of common stock for conversion of

convertible debt, conversion fees and accrued interest

Foreign currency translation loss

Net loss for the three months ended December

at December 31, 2024

$ ( 67,482,713 )

$ ( 4,158,759 )

Stock Issuable

Comprehensive

Stockholders’

Comprehensive

Balance at June 30, 2025

1 unchanged sentence

$ ( 125,621,520 )

$ 138,243,652

$ ( 125,621,520 )

Issuance of common stock for conversion of convertible debt, conversion

fee and accrued interest

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for cash

Common stock issuable for services and prepaid services

Reclassification of put premium upon debt conversion and repayment

Common stock issuable for services and prepaid

Reclassification of put premium upon debt conversion

and repayment

Foreign currency translation gain

2 unchanged sentences

( 4,837,738 )

Balance at September 30,

( 130,459,258 )

Balance at September 30, 2025

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for common stock issuable

Common stock issued for services

Deemed dividend upon issuance of Series C Preferred

Foreign currency translation loss

Net loss for the three months ended December

( 3,091,394 )

2 unchanged sentences

( 3,091,394 )

The accompanying unaudited

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

PROPANC BIOPHARMA, INC.

at December 31, 2025

$ 143,640,067

$ ( 134,482,898 )

$ 143,640,067

$ ( 134,482,898 )

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

BIOPHARMA, INC.

AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

CONSOLIDATED STATEMENTS OF CASH FLOWS

the six months ended December 31,

CASH FLOWS FROM OPERATING

$ ( 7,929,132 )

$ ( 784,493 )

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

Issuance of common stock for services

Amortization of prepaid stock based expenses

Foreign currency transaction loss (gain)

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

Issuance of common stock

Amortization of prepaid

stock based expenses

Foreign currency transaction

Depreciation expense

Amortization of debt discounts

Amortization of right-of-use assets

Change in fair value of derivative liabilities

Amortization of right-of-use

Change in fair value of

derivative liabilities

Change in fair value of

warrant liability

Derivative expense

Loss (gain) on extinguishment of debt, net

Loss (gain) on extinguishment

Non-cash interest expense

Accretion of put premium

Changes in Assets and Liabilities:

in Assets and Liabilities:

GST receivable

3 unchanged sentences

Employee benefit liability

Accrued expenses and other payables

Accrued expenses and other

Accrued interest

Operating lease liability

NET CASH USED IN OPERATING ACTIVITIES

lease liability

CASH USED IN OPERATING ACTIVITIES

( 2,938,207 )

CASH FLOWS FROM INVESTING ACTIVITIES:

CASH FLOWS FROM INVESTING

Purchase of equipment

NET CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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

Repayment of convertible notes

CASH USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING

Proceeds from convertible

promissory notes, net of original issue discounts and issue costs

Proceeds from issuance

of convertible Series C Preferred stock, net of issuance cost

Repayment of convertible

Repayment of notes

Repayment of loans payable - related party

Proceeds from the sale of common stock, net of offering costs

Repayment of loans payable

- related party

Proceeds from the sale

of common stock, net of offering costs

Proceeds from note payable

Proceeds from loans payable - related parties

Deferred offering costs

NET CASH PROVIDED BY FINANCING ACTIVITIES

Proceeds from loans payable

- related parties

offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE (DECREASE) IN CASH

CASH AT BEGINNING OF PERIOD

NET INCREASE (DECREASE)

CASH AT BEGINNING OF

CASH AT END OF PERIOD

Supplemental Disclosure of Cash Flow Information

Disclosure of Cash Flow Information

Cash paid during the period:

Supplemental Disclosure of Non-Cash Investing and Financing Activities

Reduction of put premium related to conversions of convertible notes

Conversion of convertible notes and accrued interest to common stock

Defferred offering cost charged to additional paid in capital upon closing of offering

Debt discounts related to derivative liability

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

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

PROPANC BIOPHARMA, INC.

Disclosure of Non-Cash Investing and Financing Activities

of put premium related to conversions of convertible notes

of convertible notes and accrued interest to common stock

offering cost charged to additional paid in capital upon closing of offering

discounts related to derivative liability

dividend related to Series C Preferred Stock

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

December 31, 2025

1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

17 unchanged sentences

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

As of September 30,

As of December 31,

2025, there has been no activity within this entity.

2 unchanged sentences

July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family.

Presently, there are 85

granted, allowed, or accepted patents and 5 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

Presently, there are 85 granted,

allowed, or accepted patents and 7 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes

against solid tumors, covering the lead product candidate PRP.

9 unchanged sentences

of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring

adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2025 and 2024

and cash flows for the three months ended September 30, 2025 and 2024 and our consolidated financial position at September 30, 2025 have

The Company’s results of operations for the three months ended September 30, 2025 are not necessarily indicative of

the operating results to be expected for the full fiscal year ending June 30, 2026.

adjustments) necessary to present fairly our consolidated results of operations for the three and six months ended December 31, 2025

and 2024 and cash flows for the six months ended December 31, 2025 and 2024 and our consolidated financial position at December 31, 2025

have been made.

The Company’s results of operations for the three and six months ended December 31, 2025 are not necessarily indicative

of the operating results to be expected for the full fiscal year ending June 30, 2026.

information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have

9 unchanged sentences

Propanc (UK) Limited

was an inactive wholly-owned subsidiary through September 30, 2025 and still remains inactive.

was an inactive wholly-owned subsidiary through December 31, 2025 and still remains inactive.

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

4 unchanged sentences

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

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

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

asset, valuation of derivatives, valuation of convertible preferred stock, valuation of warrant liability, valuation of equity based

instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain

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

Currency Translation and Other Comprehensive Income (Loss)

16 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

December 31, 2025

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

6 unchanged sentences

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

As of September 30, 2025 and 2024, the

Company recognized a cumulative exchange gain (loss) of approximately $ 191,000 and $ 677,000 , respectively, on intercompany loans made

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

comprehensive income on the accompanying condensed consolidated balance sheets.

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

As of December 31, 2025 and 2024, the

Company recognized a cumulative exchange gain (loss) of approximately $ 355,000 and $ ( 1,573,000 ) , respectively, on intercompany loans

made by the parent to the subsidiary that have not been repaid as of December 31, 2025, which is included as a component of accumulated

other comprehensive income on the accompanying condensed consolidated balance sheets.

of December 31, 2025 and June 30, 2025, the exchange rates used to translate amounts in Australian dollars into USD for the purposes

of preparing the consolidated financial statements were as follows:

SCHEDULE OF TRANSACTION EXCHANGE RATES

September 30, 2025

June 30, 2025

Exchange rate on balance sheet dates

2 unchanged sentences

AUD exchange rate

change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2025 was as follows:

change in Accumulated Other Comprehensive Income by component during the six months ended December 31, 2025 was as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME

1 unchanged sentence

Balance, June 30, 2025

Unrealized foreign currency translation gain

Ending balance, September 30, 2025

Unrealized foreign currency

translation gain

Ending balance, December 31, 2025

Value of Financial Instruments and Fair Value Measurements

22 unchanged sentences

see Note 12 - Derivative Financial Instruments and Fair Value Measurements.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

and Cash Equivalents

3 unchanged sentences

There were no cash equivalents

as of September 30, 2025 or June 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Advance Deposit

August 2023, the Company paid a refundable advance deposit of $ 120,958 which consisted primarily of a deposit paid to a potential lender

to be used as payment for a loan insurance premium related to a future loan transaction with the Company.

In the event, the future loan

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

During fiscal year 2024, the Company recorded

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

expenses – current portion and long-term portion of $ 8,143,532 and $ 9,136,572 , respectively, at September 30, 2025, consist primarily

as of December 31, 2025 or June 30, 2025.

expenses – current portion and long-term portion of $ 7,127,293 and $ 7,347,310 , respectively, at December 31, 2025, consist primarily

of costs paid for future services which will occur between 1 month to three years.

12 unchanged sentences

is not completed.

As of September 30, 2025 and June 30, 2025, the Company had recorded $ 15,000 and $ 291,773 , respectively, in deferred

offering costs for both periods.

As of December 31, 2025 and June 30, 2025, the Company had recorded $ 0 and $ 291,773 , respectively, in deferred offering

and Equipment

14 unchanged sentences

Accordingly, as the Company’s

products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2025 were expensed immediately.

products are not currently approved for market, all patent costs incurred from 2013 through December 31, 2025 were expensed immediately.

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

19 unchanged sentences

The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities,

which are disclosed as operating cash flows.

of September 30, 2025 and June 30, 2025, the Company was owed $ 8,383 and $ 5,302 , respectively, from the Australian Taxation Office.

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

BIOPHARMA, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

December 31, 2025

flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities,

which are disclosed as operating cash flows.

of December 31, 2025 and June 30, 2025, the Company was owed $ 16,994 and $ 5,302 , respectively, from the Australian Taxation Office.

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

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

12 unchanged sentences

as interest expense.

Company accounts for the 9,900 Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815 “Derivatives

and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as

Accordingly, the Company classifies these warrant instruments as liabilities at fair value and adjusts the instruments to

fair value at each reporting period.

This liability is re-measured at each balance sheet date until the warrants are exercised or expire,

and any change in fair value will be recognized in the Company’s statement of operations.

The fair value of these warrants is estimated

using a Monte Carlo simulation model.

Such warrant classification is also subject to re-evaluation at each reporting period (see Note

Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the

15 unchanged sentences

accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.

Total research and development costs for the three months ended September 30, 2025 and 2024 were $ 60,201 and $ 61,714 , respectively.

Total research and development costs for the three months ended December 31, 2025 and 2024 were $ 19,961 and $ 54,388 , respectively.

research and development costs for the six months ended December 31, 2025 and 2024 were $ 80,162 and $ 116,102 , respectively.

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

17 unchanged sentences

Pricing Model.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria

10 unchanged sentences

product sales in the period in which the sale occurs and the royalty term has begun.

PROPANC BIOPHARMA,

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

legal costs for litigation are charged to expense as incurred.

28 unchanged sentences

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

September 30, 2025

September 30, 2024

Stock Warrants with no designations

Series A Warrants as if converted at alternate cashless exercise price

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

Series A Warrants as if converted at alternate

cashless exercise price

Series C Warrants as if converted at alternate

cashless exercise price *

Convertible Series C Preferred stock

Convertible Debt

1 unchanged sentence

upon exercise of Series B Warrants

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

15 unchanged sentences

financial statements are representative of such amounts.

For the three months ended September 30, 2025 and 2024, the Company operates

For the three and six months ended December 31, 2025 and 2024, the Company operates

in one operating segment.

17 unchanged sentences

condensed consolidated financial statements.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

For the three months ended September 30, 2025, the Company had no revenues, had a net loss of $ 4,837,738 ,

For the six months ended December 31, 2025, the Company had no revenues, had a net loss of $ 7,929,132 ,

and had net cash used in operations of $ 2,938,207 .

Additionally, As of September 30, 2025, the Company had accumulated deficit of $ 130,459,258 .

Additionally, As of December 31, 2025, the Company had accumulated deficit of $ 134,482,898 .

It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going

5 unchanged sentences

commissions and offering expenses, the Company received net proceeds of approximately $ 3.3 million (see Note 8).

Additionally, on November

4, 2025, the Company sold 100 shares of Series C Preferred Stock of the Company and Warrants to purchase up 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 of $ 1,000,099 to the Company

(see Note 7).

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

6 unchanged sentences

3 – PROPERTY AND EQUIPMENT

and equipment consist of the following as of September 30, 2025 and June 30, 2025.

and equipment consist of the following as of December 31, 2025 and June 30, 2025.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

September 30, 2025

June 30, 2025

31, 2025 (Unaudited)

Office equipment at cost

Accumulated depreciation

Total property, plant, and equipment

expense for the three months ended September 30, 2025 and 2024 were $ 125 and $ 0 , respectively.

Total property, plant,

and equipment

expense for the three months ended December 31, 2025 and 2024 was $ 229 and $ 0 , respectively.

Depreciation expense for the six months

ended December 31, 2025 and 2024 was $ 354 and $ 0 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

5 unchanged sentences

The Company was not charged interest under these advances.

The total amount owed to the former director at September

The total amount owed to the former director at December

31, 2025 and June 30, 2025 were $ 0 for both periods.

2 unchanged sentences

from Former Director - Related Party

from the Company’s former director at September 30, 2025 and June 30, 2025 were $ 0 for both periods.

The loan bore no interest

and was payable on demand.

from the Company’s former director at December 31, 2025 and June 30, 2025 were $ 0 for both periods.

The loan bore no interest and

was payable on demand.

January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange

3 unchanged sentences

time of exchange of $ 300,605 during fiscal year 2025.

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

payable - Related Party

34 unchanged sentences

This loan bore no interest and was payable on demand.

The Company repaid $ 15,485 USD including additional interest

The Company fully repaid $ 15,485 USD including additional interest

expense of $ 1,169 on August 19, 2025.

5 unchanged sentences

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

The Company repaid $ 39,625 USD including additional interest expense of $ 1,818

on August 19, 2025.

The Company fully repaid $ 39,625 USD including additional interest expense

of $ 1,818 on August 19, 2025.

June 13, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

4 unchanged sentences

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

The Company repaid $ 9,675 USD including additional interest expense of $ 257

The Company fully repaid $ 9,675 USD including additional interest expense of

$ 257 on August 19, 2025.

4 unchanged sentences

on August 19, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

18 unchanged sentences

Amortization of debt

discount from this loan for the three months ended September 30, 2025 was $ 11,843 .

The total principal outstanding under this loan was

$ 153,256 and remaining debt discount of $ 47,629 as of June 30, 2025 as reflected in the accompanying condensed consolidated balance sheet

as loan payable – long-term – related party, net of discount of $ 105,627 .

The total principal outstanding under this loan,

net of discount was $ 117,470 ($ 153,256 principal and remaining unamortized debt discount of $ 35,786 ) as of September 30, 2025 and has

been reclassified as a short-term loan.

remaining balance of all the above loans payable – related parties, net of discount amounted to $ 460,240 and $ 415,329 as of September

discount from this loan for the three and six months ended December 31, 2025 was $ 11,843 and $ 23,686 , respectively.

The total principal

outstanding under this loan was $ 153,256 and remaining debt discount of $ 47,629 as of June 30, 2025 as reflected in the accompanying

condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $ 105,627 .

principal outstanding under this loan, net of discount was $ 129,313 ($ 153,256 principal and remaining unamortized debt discount of $ 23,943 )

as of December 31, 2025 and has been reclassified as a short-term loan.

remaining balance of all the above loans payable – related parties, net of discount amounted to $ 472,083 and $ 415,329 as of December

31, 2025 and June 30, 2025, respectively.

Accrued interest for all of the above loans payable – related parties as of September

Accrued interest for all of the above loans payable – related parties as of December

31, 2025 and June 30, 2025 were $ 104,337 and $ 56,935 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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

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

had a remaining principal balance of $ 65,280 as of September 30, 2025 and June 30, 2025.

had a remaining principal balance of $ 65,280 as of December 31, 2025 and June 30, 2025.

The maturity date of the Crown Bridge Note was

October 3, 2020 and is currently past due.

October 3, 2020 and was past due.

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

2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”).

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

notes, including the Crown Bridge Note.

Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance

of $ 65,280 from a convertible note into a loan payable which is the principal balance at September 30, 2025 and June 30, 2025.

accrued interest from this loan amounted to $ 57,828 and $ 55,360 as September 30, 2025 and June 30, 2025, respectively.

In August 2022, the

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

(the “Exchange Act”).

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

the Crown Bridge Note.

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

a convertible note into a loan payable which is the principal balance at December 31, 2025 and June 30, 2025.

The total accrued interest

from this loan amounted to $ 60,296 and $ 55,360 as December 31, 2025 and June 30, 2025, respectively.

On January 7, 2026, the Company

entered into an Exchange Agreement with Crown Bridge and issued 394,788 shares of common stock in exchange for the total outstanding

balance of $ 65,280 and accrued interest of $ 60,484 .

Those shares were valued at approximately $ 0.51 per share or $ 200,000 , being the

closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt at the time of exchange of $ 74,236 (see

Payable - others

9 unchanged sentences

was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during fiscal year 2025.

As of September

As of December

31, 2025 and June 30, 2025, the total balance of these loans including accrued interest amounted to $ 0 and $ 6,286 , respectively.

Company fully paid the accrued interest of $ 6,286 on August 27, 2025.

aggregate principal outstanding on the above loans was $ 65,280 as of September 30, 2025 and June 30, 2025 for both periods.

Crown Bridge Note is currently past due and in default, consisting of $ 65,280 principal and $ 57,828 accrued interest, which includes

interest accruing at the default interest rate at 15 %.

Loans payable – related party for total principal amount of $ 211,545 and

accrued interest of $ 31,226 which includes interest accruing at the default interest rate at 18 % with maturity dates between November

2024 and April 2025 were in default as of September 30, 2025 .

aggregate principal outstanding on the above loans was $ 65,280 as of December 31, 2025 and June 30, 2025 for both periods.

payable – related party for total principal amount of $ 211,545 and accrued interest of $ 40,824 which includes interest accruing

at the default interest rate at 18 % with maturity dates between November 2024 and April 2025 were in default as of December 31, 2025.

6 – NOTES PAYABLE AND CONVERTIBLE NOTES

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

Company’s promissory notes outstanding at December 31, 2025 and June 30, 2025 were as follows:

SCHEDULE OF PROMISSORY NOTES OUTSTANDING

September 30, 2025

June 30, 2025

31, 2025 (Unaudited)

Principal amounts of notes payable

1 unchanged sentence

Notes payable, net

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

11 unchanged sentences

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

Note to September 30, 2024.

Note to December 31, 2024.

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

19 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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

27 unchanged sentences

total accrued interest, default and prepayment penalty of $ 35,076 .

of September 30, 2025 and June 30, 2025, the total principal outstanding under these notes was $ 0 and $ 352,405 , respectively, and remaining

debt discount of $ 0 and $ 3,488 as of September 30, 2025 and June 30, 2025, respectively, as reflected in the accompanying condensed consolidated

of December 31, 2025 and June 30, 2025, the total principal outstanding under these notes was $ 0 and $ 352,405 , respectively, and remaining

debt discount of $ 0 and $ 3,488 as of December 31, 2025 and June 30, 2025, respectively, as reflected in the accompanying condensed consolidated

balance sheet as notes payable, net of discount.

Accrued interest from these notes amounted to $ 0 and $ 5,718 as of September 30, 2025

Accrued interest from these notes amounted to $ 0 and $ 5,718 as of December 31, 2025

and June 30, 2025, respectively.

Amortization of debt discount from these notes for the three months ended September 30, 2025 and 2024

Amortization of debt discount from these notes for the three and six months ended December 31, 2025

was $ 10,988 and $ 0 , respectively.

27 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

20 unchanged sentences

In August 2025, the Company fully paid the principal of $ 79,200 including interest of $ 11,880 .

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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 .

19 unchanged sentences

Diagonal Lending promissory notes.

of September 30, 2025 and June 30, 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 212,060 ,

of December 31, 2025 and June 30, 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 212,060 ,

respectively and accrued interest of $ 0 and $ 7,638 , respectively.

21 unchanged sentences

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

As of September 30, 2025, the total balance of

As of December 31, 2025, the total balance of

principal and accrued interest of the Red Road Holdings promissory note amounted to $ 0 after the full payment of the principal of $ 24,812

including interest of $ 3,478 in July 2025 and August 2025.

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

As of September

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

As of December

31, 2025 the total balance of the above promissory notes amounted to $ 0 and accrued interest of $ 0 .

Company’s convertible notes outstanding at September 30, 2025 and June 30, 2025 were as follows:

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Company’s convertible notes outstanding at December 31, 2025 and June 30, 2025 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

September 30, 2025

June 30, 2025

31, 2025 (Unaudited)

Convertible notes and debenture

Unamortized discounts

Convertible notes, net

Convertible notes,

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

10 unchanged sentences

The Company fully repaid this note in August 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

following terms shall apply to the above 1800 Diagonal notes:

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

Company’s common stock;

but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date or

upon acceleration or by prepayment.

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 Company’s common stock;

but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date

or upon acceleration or by prepayment.

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

3 unchanged sentences

right to prepay such note.

conversion prices for the above1800 Diagonal note was 75 % (representing a 25 % discount) of the market price which means the average of

the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.

Notwithstanding the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares

of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of

the Company’s common stock.

The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company

recorded a total debt premium of $ 37,450 which was recorded during the three months ended September 30, 2025.

conversion prices for the above 1800 Diagonal note was 75 % (representing a 25 % discount) of the market price which means the average

of the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of

Notwithstanding the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along

with other shares of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the

outstanding shares of the Company’s common stock.

The Company treated the convertible note as stock settled debt under ASC 480

and accordingly the Company recorded a total debt premium of $ 37,450 which was recorded during the six months ended December 31,

above note contained certain events of default, upon which principal and accrued interest will become immediately due and payable.

11 unchanged sentences

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

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of September 30, 2025 following the repayment

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of December 31, 2025 following the repayment

in full of principal balance of $ 112,350 including accrued interest and prepayment penalty of $ 23,283 .

Accordingly, $ 37,450 of the put

premium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the three months

ended September 30, 2025 following repayment of the principal balance.

premium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the six months ended

December 31, 2025 following repayment of the principal balance.

Capital Securities Purchase Agreements

15 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

following terms shall apply to the above ONE44 note:

23 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

total principal amount outstanding under the above ONE44 financing agreements was $ 104,460 and accrued interest was $ 24,962 as of June

2 unchanged sentences

June 30, 2025 following conversion of the principal balance.

total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of September 30, 2025 following

conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the three months ended September 30, 2025.

total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of December 31, 2025 following

conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the six months ended December 31, 2025.

$ 69,640 of the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the

45 unchanged sentences

The October 12, 2023 GS Capital Note was fully converted in August 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

12, 2024 Securities Purchase Agreement

18 unchanged sentences

The April 12, 2024 GS Capital Note was fully converted in August 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

2, 2024 Securities Purchase Agreement

40 unchanged sentences

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

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

The GS Capital Note contains a $ 3,000

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

The GS Capital Note contained a

$ 3,000 original issue discount.

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

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

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

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

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

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

The GS Capital Note was exchangeable for an equal aggregate principal

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

The initial conversion price

for the GS Capital Note is equal to $9 per share, provided that the fixed price will be reduced to $6 per share in the event that the

market price of the Common Stock trades below $8 per share for five consecutive trading days.

for the GS Capital Note was equal to $9 per share, provided that the fixed price will be reduced to $6 per share in the event that the

market price of the Common Stock traded below $8 per share for five consecutive trading days.

In the event of a default under the note

and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

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

the Company remains in default.

and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which

the Company remained in default.

The February 7, 2025 GS Capital Note was fully converted in October 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

11, 2025 Securities Purchase Agreement

1 unchanged sentence

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

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

The GS Capital Note contains a $ 3,000

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

The GS Capital Note contained a

$ 3,000 original issue discount.

1 unchanged sentence

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

11, 2025 and is currently in default.

The GS Capital Note shall bear interest at a rate of 8 %

per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS

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

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

by GS Capital surrendering the same.

The initial conversion price for the GS Capital Note is equal to $6 per share, provided that

the fixed price will be reduced to $3 per share in the event that the market price of the Common Stock trades below $5 per share for

five consecutive trading days.

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

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

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

PROPANC BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

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

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

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

The GS Capital Note was exchangeable for an equal aggregate principal

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

The initial conversion price

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

market price of the Common Stock trades below $5 per share for five consecutive trading days.

In the event of a default under the note

and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which

the Company remained in default.

The March 11, 2025 GS Capital Note was fully converted in December 2025.

15, 2025 Securities Purchase Agreement

5 unchanged sentences

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

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

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

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

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

The GS Capital Note is exchangeable for an equal aggregate principal

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

The initial conversion price

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

the market price of the Common Stock trades below $4 per share for five consecutive trading days.

In the event of a default under the

note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading

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

the Company remains in default.

maturity date of the GS Capital Note was December 15, 2025 and is currently in default.

The GS Capital Note shall bear interest at a

rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until

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

The GS Capital Note is exchangeable

for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.

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

per share in the event that the market price of the Common Stock trades below $4 per share for five consecutive trading days.

event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the

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

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

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

33 unchanged sentences

conversion option which were recorded as derivative liabilities at fair value (see Note 12).

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 55,000 and $ 3,520 , respectively, as of

September 30, 2025, following conversion of $ 55,650 of the principal balance, $ 9,095 accrued interest and $ 937 conversion fees during

the three months ended September 30, 2025.

December 31, 2025, following conversion of $ 131,650 of the principal balance, $ 13,537 accrued interest and $ 1,875 conversion fees during

the six months ended December 31, 2025.

Additionally, the Company repaid total principal balance of $ 66,000 and accrued interest of $ 5,164

in August 2025.

During the three months ended September 30, 2025, an aggregate total of $ 131,000 of the above GS Capital notes

were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value as of September 30, 2025

(see Note 11).

During the six months ended December 31, 2025, $ 55,000 of the above GS Capital notes were bifurcated with the embedded

conversion option which were recorded as derivative liabilities at fair value as of December 31, 2025 (see Note 12).

LLC Securities Purchase Agreement

9 unchanged sentences

March 5, 2024 104 note was fully converted in August 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

20, 2024 Securities Purchase Agreement

44 unchanged sentences

June 30, 2025, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during fiscal year 2025.

total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0

as of September 30, 2025, following conversion of $ 124,688

of the principal balance and $ 8,819

accrued interest in August 2025.

Accordingly, $ 44,760

of the put premium was released to additional paid in capital in respect to the 104 notes following the conversion of the principal balance.

total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0 as of December 31, 2025, following conversion

of $ 124,688 of the principal balance and $ 8,819 accrued interest in August 2025.

Accordingly, $ 44,760 of the put premium was released

to additional paid in capital in respect to the 104 notes following the conversion of the principal balance.

Consulting Purchase Agreement

6 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

maturity date of the Geebis note was June 15, 2025 and was in default.

22 unchanged sentences

common stock may be traded in the future.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following terms shall apply to all of the above Geebis notes:

32 unchanged sentences

Consequently, the total principal outstanding and accrued

interest under all of the above Geebis notes were $ 0 as of September 30, 2025.

interest under all of the above Geebis notes were $ 0 as of December 31, 2025.

of debt discounts

Company recorded $ 12,350 and $ 66,000 , of debt discounts related to the above note issuances during the three months ended September 30,

Company recorded $ 12,350 and $ 88,000 , of debt discounts related to the above note issuances during the six months ended December 31,

2025 and 2024, respectively.

The Company recorded $ 37,450 and $ 0 of put premiums related to the above note issuances during the three

months ended September 30, 2025 and 2024, respectively.

The debt discounts are being amortized over the term of the debt and the put

premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

of all debt discounts for the three months ended September 30, 2025 and 2024 was $ 150,902 and $ 56,983 , respectively.

Company reclassified $ 114,399 and $ 9,336 in put premiums to additional paid in capital following conversions during the three months

ended September 30, 2025 and 2024, respectively.

Additionally, $ 37,450 of the put premium was recorded into gain on extinguishment of

debt during the three months ended September 30, 2025 following repayment of the principal balance.

The Company recorded $ 37,450 and $ 0 of put premiums related to the above note issuances during the six months

ended December 31, 2025 and 2024, respectively.

The debt discounts are being amortized over the term of the debt and the put premiums

are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

of all debt discounts for the three months ended December 31, 2025 and 2024 was $ 35,875 and $ 76,661 , respectively.

Amortization of all

debt discounts for the six months ended December 31, 2025 and 2024 was $ 186,777 and $ 133,644 , respectively.

Company reclassified $ 114,399 and $ 9,336 in put premiums to additional paid in capital following conversions during the six months ended

December 31, 2025 and 2024, respectively.

Additionally, $ 37,450 of the put premium was recorded into gain on extinguishment of debt during

the six months ended December 31, 2025 following repayment of the principal balance.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

7 - SERIES C PREFERRED STOCK AND SERIES C WARRANTS

Equity – Convertible Series C Preferred Stock

November 4, 2025 (the “Closing Date”), the Company completed a private placement pursuant to a Securities Purchase Agreement

with Hexstone Capital LLC (“Hexstone”).

At closing, Hexstone purchased 100 shares of Series C Preferred Stock, par value

$ 0.01 , with a stated value of $ 10,000 per share, for total gross proceeds of $ 1,000,099 .

The Company paid legal fees of $ 50,000 related

to this private placement and was recorded as deemed dividend during the six months ended December 31, 2025.

In connection with the transaction,

the Company also issued warrants to purchase up to 9,900 additional shares of Series C Preferred Stock.

Each warrant is exercisable for

one share of Series C Preferred Stock at an exercise price of $ 10,000 per share (subject to equitable adjustments by the Company relating

to stock-splits, reclassifications, combination, extraordinary distributions and similar events) and expires two years from issuance.

The Series C Preferred Stock and warrants were issued in a private placement.

Series C Preferred Stock shall have a stated 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 (B) the amount per share such holder would receive if such holder converted into Common Stock

immediately prior to the date of such payment.

The holder of Series C Preferred Stock shall have a dividend rate of 0 %.

dividend rate shall automatically be increased to ten percent ( 10.0 %) per annum upon any bankruptcy triggering event as defined in the

Certificate of Designation.

any time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of common stock of

the Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $ 10,000 by the conversion

The conversion price shall be the lesser 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 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 the Company’s common stock exceeds the product of the conversion amount set

forth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the shares of common stock issuable

upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such period, the “Conversion Measuring

provided, however, that each day on which (i) the Common Stock has been suspended for trading on all Eligible Markets,

(ii) Conversion Shares cannot be sold by the Holder because of violation of Section 32 by the Company, or (iii) Conversion Shares are

not delivered after the Share Delivery Deadline, that day’s dollar volume shall be excluded from the calculation of the total aggregate

dollar volume of the Conversion Measuring Period.

All such determinations to be appropriately adjusted for any stock dividend, stock

split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during

such Conversion Measuring Period;

provided further that in no event shall the Conversion Price be lower than the Floor Price of $0.50

subject to adjustment per the Board’s discretion.

any bankruptcy triggering event, the Company shall immediately redeem, in cash, each of the Series C Preferred Stock then outstanding

at a redemption price equal to the applicable triggering event redemption price.

Each 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 of (i) the product of (A) the conversion amount to be

redeemed multiplied by (B) the redemption premium of 110% and (ii) the product of (X) the conversion rate with respect to the conversion

amount in effect multiplied by (Y) the product of (1) the redemption premium of 110% multiplied by (2) the VWAP of the Common Stock on

any trading day during the period commencing on the date immediately preceding such triggering event and ending on the trading date prior

to the date the Company makes the entire payment required to be made.

Subject to the limitations specified in the Certificate of Designation,

holders of Series C Preferred Stock shall have the right to vote on all matters presented to the stockholders for approval together with

the shares of Common Stock, voting together as a single class, on an “as converted” basis using the conversion price.

the Series C Preferred Stock does not have a fixed maturity date and is not mandatorily redeemable on a specified date, the

contingent redemption feature upon a bankruptcy triggering event represents a conditional obligation to transfer assets outside the

Company’s control.

Accordingly, the Company determined that under ASC 480, the Series C Preferred Stock should be treated as

temporary equity.

Upon issuance of the Series C Preferred Stock, the Company allocated the fair value of $ 117,754

to the Series C Preferred and subsequent accretion to redemption value.

Accordingly, during the six months ended December 31, 2025,

the Company accreted $ 882,246

to redemption value along with the $ 50,000 in offering costs and was recorded as deemed dividend.

At December 31, 2025, the Series C

Preferred Stock redemption value amounted to $ 1,000,000 .

Additionally,

due to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement in connection

with this Securities Purchase Agreement, the Company accrued a registration rights penalty amounting to $ 54,000 , which is payable

in 100,000 shares of the Company’s common stock to Hexstone and was included in accrued expenses and other payables on the accompanying

condensed consolidated balance sheets as of December 31, 2025 and a corresponding other expense during the three and six months ended

December 31, 2025.

were 100 shares of Series C Preferred Stock issued and outstanding as of December 31, 2025.

Liability – Series C Warrants

Company accounted for the 9,900 warrants issued on November 4, 2025, in accordance with the guidance contained in ASC 815 “Derivatives

and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and were recorded as a

liability since the host instrument itself (Series C Preferred Stock) is classified as temporary equity.

initial valuation of the 9,900 warrants was valued at $ 882,345 on November 4, 2025 and shall be recorded at fair value as of each reporting

date with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change

in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant

liability to be reclassified to stockholders’ equity.

Company utilized a Monte Carlo Simulation model to estimate the fair values of the 9,900 warrants, which incorporated significant inputs

that were not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820.

The unobservable inputs utilized

for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market

participants would use in valuing the contingent consideration.

The Company determined the fair value by using the below key inputs to

the Monte Carlo Simulation Model.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

key inputs for the warrant liability were as follows as of initial valuation on November 4, 2025:

OF KEY INPUTS WARRANT LIABILITY

Valuation Inputs

Expected term (years)

Annualized volatility

Risk-free interest rate

Series C Convertible Preferred Stock per

Dividend yield

Exercise price

key inputs for the warrant liability were as follows as of December 31, 2025:

Valuation Inputs

Expected term (years)

Annualized volatility

Risk-free interest rate

Series C Convertible Preferred Stock per

Dividend yield

Exercise price

following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the six months ended December

Fair value as of June 30, 2025

Initial fair value of warrant

liability upon issuance

Change in fair value

of warrant liability

Fair value as of

December 31, 2025

January 2026, the Company issued an aggregate of 2,000,000 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock (see Note 13).

8 – STOCKHOLDERS’ EQUITY

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on December 9, 2014.

There were no shares of Series A Preferred Stock issued and outstanding as of September 30, 2025 and June 30, 2025

There were no shares of Series A Preferred Stock issued and outstanding as of December 31, 2025 and June 30, 2025

for both periods.

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stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of

One share of Series B Preferred Stock is issued and outstanding as of September 30, 2025 and June 30, 2025.

One share of Series B Preferred Stock is issued and outstanding as of December 31, 2025 and June 30, 2025.

the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during three months ended September 30, 2025 and

fiscal year 2025.

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during six months ended December 31, 2025 and fiscal

issued for cash

11 unchanged sentences

granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 150,000 shares of common stock

which was not consumated.

which was not consummated.

The Company paid underwriting commissions and offering expenses of $ 535,000 in August 2025 upon closing of

the Offering (see below).

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

August 18, 2025, the Offering was completed.

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$ 686,000 (“Total Offering Fees”).

During the three months ended September 30, 2025, deferred offering costs of $ 281,773 (included

During the six months ended December 31, 2025, deferred offering costs of $ 281,773 (included

in the Total Offering Fees) were charged to additional paid-in capital upon the completion of the Offering.

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certain outstanding convertible notes converted during such period.

in the above conversion during the three months ended September 30, 2025, were principal aggregate amount of convertible notes of $ 69,650 ,

October 1, 2025 through December 31, 2025, the Company issued an aggregate of 127,667 shares of its common stock at an average contractual

conversion price of $ 1.75 as a result of the conversion of principal of $ 76,000 interest of $ 4,441 and conversion fees $ 937 underlying

certain outstanding convertible notes converted during such period.

in the above conversion during the six months ended December 31, 2025, were principal aggregate amount of convertible notes of $ 145,650 ,

accrued interest of $ 14,960 and conversion fees of $ 2,343 containing bifurcated embedded conversion option derivatives were converted

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condensed consolidated statements of operations.

Company reclassified $ 114,399 from put premium liabilities to additional paid in capital following conversions during the three months

ended September 30, 2025.

Company reclassified $ 114,399 from put premium liabilities to additional paid in capital following conversions during the six months

ended December 31, 2025.

Company has 117,882 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying

financing agreements at September 30, 2025.

financing agreements at December 31, 2025.

issued for services

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stock on the date of grant.

During the three months ended September 30, 2025, the Company recorded stock-based compensation of $ 682,500

and prepaid expense – current portion of $ 682,500 as of September 30, 2025.

The Company recorded the 500,000 shares as common stock

issuable as of September 30, 2025 and such shares were issued in October 2025.

During the six months ended December 31, 2025, the Company recorded stock-based compensation of $ 1,365,000 .

August 24, 2025, the Company incurred consulting fees of $ 43,748 for management advisory services rendered to a consultant.

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the closing price of the stock on the date of grant.

During the three months ended September 30, 2025, the Company recorded stock-based

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

fiscal year 2025, the Company issued an aggregate of 2,025,000 shares of fully vested, non-forfeitable common stock to various consultants

for consulting, investor relations and business advisory services with service terms ranging from 6 months to three years .

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

stock on each respective date of grants.

During the fiscal year 2025, the Company recorded stock-based compensation of $ 4,621,230 .

the three months ended September 30, 2025, the Company recorded stock-based compensation expense of $ 3,024,605 .

At June 30, 2025, the

Company recorded prepaid expense – current portion of $ 8,334,046 and prepaid expense – long-term portion of $ 10,925,835 to

be amortized over the terms of the respective agreements.

At September 30, 2025, the Company recorded prepaid expense – current

portion of $ 7,098,703 and prepaid expense – long-term portion of $ 9,136,572 related to fiscal year 2025 issuances to be amortized

over the terms of the respective agreements.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the six months ended December 31, 2025, the Company recorded stock-based

compensation of $ 43,748 .

October 2025, the Company issued an aggregate of 4,336 share of common stock for services rendered and to be rendered from September

25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025.

These shares were valued at approximately

$ 1.73 or $ 7,500 , being the closing price of the stock on the date of grant.

During the six months ended December 31, 2025, the Company

recorded stock-based compensation of $ 7,500 .

fiscal year 2025, the Company issued an aggregate of 2,025,000

shares of fully vested, non-forfeitable common stock to various consultants for prepaid consulting, investor relations and business

advisory services with service terms ranging from 6

months to three

Those shares were valued at a weighted average price of approximately $ 12

(ranging from $ 7

or $ 23,881,110 ,

being the closing prices of the stock on each respective date of grants.

During the fiscal year 2025, the Company recorded

stock-based compensation of $ 4,621,230 .

During the three months ended December 31, 2025, the Company recorded stock-based compensation expense of $ 1,789,262 .

During the six months ended December 31, 2025, the Company recorded stock-based compensation expense of $ 4,813,867 .

At June 30, 2025, the Company recorded prepaid expense – current portion of $ 8,334,046

and prepaid expense – long-term portion of $ 10,925,835

to be amortized over the terms of the respective agreements.

At December 31, 2025, the Company recorded prepaid expense –

current portion of $ 7,127,203

and prepaid expense – long-term portion of $ 7,347,310

related to fiscal year 2025 issuances to be amortized over the terms of the respective agreements.

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

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trading price on the date of grant.

There were $ 248,620 unrecognized restricted stock units expense as of September 30, 2025 and June

There were $ 248,620 unrecognized restricted stock units expense as of December 31, 2025 and June

A de minimis amount of unvested restricted stock units which are subject to various performance conditions have not yet been

met and have not yet vested as of September 30, 2025 to which the above amount of $ 248,620 relates to.

following table summarizes warrant activity for the three months ended September 30, 2025:

met and have not yet vested as of December 31, 2025 to which the above amount of $ 248,620 relates to.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

following table summarizes warrant activity for the six months ended December 31, 2025:

SUMMARY OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2025

Outstanding at September 30, 2025

Exercisable at September 30, 2025

Granted – Common stock warrants

Granted – Series C preferred stock warrants

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Outstanding and Exercisable:

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15, 2026 through August 15, 2030 and contains cashless exercise provision.

The fair value of the warrants was approximately $ 86,000 which was based on a fair value determination using

a Black-Scholes model and was recorded as an offering cost.

Accordingly, there was no accounting effect on the date of grant.

summary of the Company’s option activity during the three months ended September 30, 2025 is presented below:

The fair value of the warrants was approximately $ 86,000 which

was based on a fair value determination using a Black-Scholes model and was recorded as an offering cost.

Accordingly, there was no accounting

effect on the date of grant.

November 4, 2025, the Company completed a private placement pursuant to a Securities Purchase Agreement with Hexstone.

At closing, Hexstone

purchased 100 shares of Series C Preferred Stock and also issued warrants to purchase up to 9,900 additional shares of Series C Preferred

Each warrant is exercisable for one share of Series C Preferred Stock at an exercise price of $ 10,000 per share (subject to equitable

adjustments by the Company relating to stock-splits, reclassifications, combination, extraordinary distributions and similar events)

and expires two years from issuance.

The Series C Preferred Stock and warrants were issued in a private placement (see Note 7).

summary of the Company’s option activity during the six months ended December 31, 2025 is presented below:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTIONS ACTIVITY

Average Exercise

Price Per Share

Outstanding at June 30, 2025

$ 271,980,000,000

Outstanding at September 30, 2025

Outstanding at December 31, 2025

$ 271,980,000,000

Exercisable at September 30, 2025

Exercisable at December 31, 2025

$ 271,980,000,000

1 unchanged sentence

Weighted average remaining contractual term

Weighted average fair value of options granted during the period

Weighted average fair value of options granted

during the period

Aggregate intrinsic value

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awards and restricted stock units.

the three months ended September 30, 2025 and 2024, the Company recognized stock-based compensation of $ 0 for both periods from vested

stock options.

There was $ 0 of unvested stock options expense as of September 30, 2025.

No stock options were granted during the three

months ended September 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

the six months ended December 31, 2025 and 2024, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

There was $ 0 of unvested stock options expense as of December 31, 2025.

No stock options were granted during the six months

ended December 31, 2025.

9 – COMMITMENTS AND CONTINGENCIES

time to time, the Company may be subject to litigation and claims arising in the ordinary course of business.

The Company is not currently

a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company

that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

December 9, 2025, the Company was served with a complaint (the “Complaint”) filed in the Superior Court of the State Delaware

by Helena Partners, Inc.

In the Complaint, Helena alleges breach of an engagement agreement dated August 3, 2025

(the “Engagement Agreement”) between the Company and Helena and argues that the Company owes Helena a $15,000 deal deposit

fee for entering into the Engagement Agreement and a $250,000 break fee for not completing an equity financing with Helena.

15, 2026, the Company filed an answer to the Complaint with the Superior Court of the State of Delaware and intends to vigorously defend

Other than as described above, there is no other action, suit, or proceeding by any court, public board, government agency,

self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened

against or affecting our Company, our Common Stock, our subsidiary or of our companies or our subsidiary’s officers or directors

in their capacities as such, in which an adverse decision could have a material adverse effect.

part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the

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filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such

penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the September 30, 2025 and

penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the December 31, 2025 and

June 30, 2025 consolidated balance sheets.

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7,000 Euros ($ 7,080 USD) in December 2022 (paid in September 2025),

10,000 Euros ($ 10,114 USD) in March 2023 (unpaid), and

10,000 Euros ($ 10,114 USD) in July 2023 (unpaid).

10,000 Euros ($ 10,114 USD) in March 2023 (paid in October 2025), and

10,000 Euros ($ 10,114 USD) in July 2023 (paid in October 2025).

commencement date for the experiments was on September 1, 2022, and the length of time for completion was 24 months.

thesis was completed in December 2024.

A doctoral thesis

was completed in December 2024.

A subsequent 12-month addendum for additional experiments is currently under negotiation.

of September 30, 2025 and June 30, 2025, the Company has $ 33,737 and $ 51,468 , respectively, balance due to the University for unreimbursed

of December 31, 2025 and June 30, 2025, the Company has $ 0 and $ 51,468 , respectively, balance due to the University for unreimbursed

lab fees, which are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

As of September

As of December

31, 2025 and June 30, 2025, there are no royalty fees owed to the University.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

August 14, 2025, the Company entered into an underwriting agreement with D.

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The Company paid underwriting commissions and offering expenses of $ 535,000 in August 2025 upon closing of the Offering (see Note 8).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 25, 2025, the Company and a consultant agreed to enter into a one-year Advisory Agreement (the “Advisory Agreement”)

3 unchanged sentences

stock for services rendered and to be rendered from September 25, 2025 to December 25, 2025 in connection with the Advisory agreement.

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

$ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

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 $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2022, the Company recorded

right-of-use assets $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

May 4, 2025, the Company entered in a one-year 1

lease agreement with North Horizon Pty Ltd., a related party,

for a monthly rent of $ 3,300

AUD or $ 2,127

USD (depending on exchange rate) per month plus taxes with

an option to renew the lease for an additional two-year 2

On May 4, 2025, the Company recorded right-of-use assets

$ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %.

May 4, 2025, the Company entered in a one-year 1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300

AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year 2 term.

On May 4, 2025, the Company recorded right-of-use assets of $ 62,126 and total lease liabilities of $ 62,126 based on an incremental borrowing

rate of 12 %.

of $ 62,126 and total lease liabilities of $ 62,126 based on an incremental borrowing rate of 12 %.

is summarized below:

SCHEDULE OF RIGHT OF USE ASSET

September 30, 2025

June 30, 2025

accumulated amortization

Right-of-use asset, net

Right-of-use asset,

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

September 30, 2025

June 30, 2025

Reduction of lease liability

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at September 30, 2025 are as follows:

office lease,

current portion

Long term portion

of lease liability

future minimum lease payments under non-cancelable operating lease at December 31, 2025 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

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Imputed interest

Total operating lease liability

weighted average remaining lease term for the operating lease is 2.52 years as of September 30, 2025.

Total operating lease

weighted average remaining lease term for the operating lease is 2.26 years as of December 31, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

10 – RELATED PARTY TRANSACTIONS

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a

related party, of which Mr.

May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related

party, of which Mr.

Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors.

The lease had a 5

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

goods and service tax for total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease.

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 goods and service tax for total payments of $ 198,000

AUD or $ 141,629

USD during the term of the lease.

Such lease expired in May

2021 and was renewed for another one-year term from May 2021 to May 2022.

On May 4, 2022, the Company entered into a 3 three-year

lease agreement with North Horizon Pty Ltd.

for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month

On May 4, 2025, the Company renewed for another one-year lease agreement with North Horizon Pty Ltd., a related party,

for a monthly rent of $ 3,300 AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease

for an additional two-year term (See Note 8).

As of September 30, 2025 and June 30, 2025, total rent payable of $ 169,529 AUD

($ 112,228 USD) and $ 200,402 AUD ($ 131,684 USD), respectively, was included in accrued expenses in the accompanying condensed

consolidated balance sheet.

Rent expense under the lease was $ 14,789 and $ 8,317 during the three months ended September 30 2025 and

2024, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and

comprehensive income (loss).

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On May 4, 2022, the Company entered into a 3

three-year lease agreement with North Horizon Pty Ltd.

a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes.

On May 4, 2025, the Company renewed for

another one-year lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300 AUD or $ 2,127 USD (depending

on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year term (See Note 9).

As of December

31, 2025 and June 30, 2025, total rent payable of $ 131,400 AUD ($ 87,604 USD) and $ 200,402 AUD ($ 131,684 USD), respectively, was included

in accrued expenses in the accompanying condensed consolidated balance sheet.

expense under the lease was $ 6,600 and $ 5,401 during the three months ended December 31, 2025 and 2024, respectively, and $ 21,389 and

$ 13,718 during the six months ended December 31, 2025 and 2024, respectively reflected as occupancy expenses in the accompanying condensed

consolidated statements of operations and comprehensive income (loss).

payable - Related Party

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with aggregate principal amount of $ 235,188 AUD ($ 150,808 USD), and accrued interest of $ 6,205 AUD ($ 3,994 USD) (see Note 5).

remaining balance of all the loans payable – related parties, net of discount amounted to $ 460,240 and $ 415,329 as of September

remaining balance of all the loans payable – related parties, net of discount amounted to $ 472,083 and $ 415,329 as of December

31, 2025 and June 30, 2025, respectively.

The total principal outstanding under loan payable – long term - related party, net of

discount, was $ 0 and $ 105,627 as of September 20, 2025 and June 30, 2025 (see Note 5).

discount, was $ 0 and $ 105,627 as of December 31, 2025 and June 30, 2025 (see Note 5).

and Services Agreements with Management

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bonus payable as of June 30, 2025.

No bonus payments were made during the three months ended September 30, 2025 resulting in a remaining

balance of $ 415,540 AUD ($ 275,087 USD) bonus payable as of September 30, 2025 which was included in accrued expenses in the accompanying

condensed consolidated balance sheet.

A total bonus payments of $ 70,214 AUD ($ 45,787 USD) were made during the six months ended December

31, 2025 resulting in a remaining balance of $ 345,389 AUD ($ 230,271 USD) bonus payable as of December 31, 2025 which was included in

accrued expenses in the accompanying condensed consolidated balance sheet.

and Restated Employment Agreement

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

of September 30, 2025 and June 30, 2025.

of December 31, 2025 and June 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

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

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renewal periods unless either party elects not to renew.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

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

September 30, 2025 and June 30, 2025.

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,

December 31, 2025 and June 30, 2025.

October 1, 2025, the Company agreed to pay Dr.

Kenyon an annual director’s fee of $ 45,000 USD.

of December 31, 2025 and June 30, 2025, total accrued salaries of $ 222,813 AUD ($ 148,549 USD) and $ 202,000 AUD ($ 132,734 USD), respectively,

were included in accrued expenses in the accompanying condensed consolidated balance sheets.

Benefit Liability

of September 30, 2025 and June 30, 2025, total employee benefit liability of $ 686,863 and $ 667,901 , respectively, consist of unpaid or

of December 31, 2025 and June 30, 2025, total employee benefit liability of $ 703,190 and $ 667,901 , respectively, consist of unpaid or

unused annual leave and long service leave by Mr.

1 unchanged sentence

balance sheets.

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

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

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

6 unchanged sentences

Bank deposits in Australian banks are uninsured.

has not experienced any losses in such accounts through September 30, 2025.

Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions

of $ 19,850 for original issue discounts and debt issue costs during the three months ended September 30, 2025 from each of the three

lenders of $ 100,000 , $ 75,000 , and $ 78,249 , respectively which represents approximately 39 %, 30 % and 31 %, respectively of total proceeds

received by the Company during the three months ended September 30, 2025.

has not experienced any losses in such accounts through December 31, 2025.

Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions

of $ 6,000 for original issue discounts and debt issue costs during the three months ended September 30, 2024 from each of the three lenders

of $ 19,850 for original issue discounts and debt issue costs during the six months ended December 31, 2025 from each of the three lenders

of $ 100,000 , $ 75,000 , and $ 78,249 , respectively which represents approximately 39 %, 30 % and 31 %, respectively of total proceeds received

by the Company during the three months ended September 30, 2024.

by the Company during the six months ended December 31, 2025.

Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions

of $ 16,200 for original issue discounts and debt issue costs during the six months ended December 31, 2024 from each of the four lenders

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

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

Concentration

of September 30, 2025 and June 30, 2025, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

of December 31, 2025 and June 30, 2025, the Company’s receivables were 100 % related to reimbursements on GST taxes paid.

and Patent Concentration

5 unchanged sentences

In Canada and Mexico, the patent applications have been accepted as of fiscal

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

2016 and early 2017, the Company filed other patent applications.

13 unchanged sentences

field of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of September 30, 2025 and June 30, 2025, the Company’s operations are based in Camberwell, Australia;

however, the majority of

research and development is being conducted in the European Union.

of December 31, 2025 and June 30, 2025, the Company’s operations are based in Camberwell, Australia;

however, the majority of research

and development is being conducted in the European Union.

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

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

As of September 30,

As of December 31,

2025, there has been no activity within this entity.

8 unchanged sentences

as change in fair value in operations on the issuance date.

The Company had $ 131,000 (3 notes) and $ 291,650 (9 notes) of convertible debt,

which were treated as derivative instruments outstanding at September 30, 2025 and June 30, 2025, respectively.

The Company had $ 55,000 (1 note) and $ 291,650 (9 notes) of convertible debt,

which were treated as derivative instruments outstanding at December 31, 2025 and June 30, 2025, respectively.

Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method.

price of the Company’s common stock at September 30, 2025, the last trading day of the period ended September 30, 2025, was $ 1.70 .

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

price of the Company’s common stock at December 31, 2025, the last trading day of the period ended December 31, 2025, was $ 0.54 .

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

31, 2025 are indicated in the table that follows.

5 unchanged sentences

instruments entered

into during the three

September 30, 2025)

Expected Remaining Term (in

during the three

December 31, 2025)

Expected Remaining Term (in years)

Risk Free Interest Rate

3.98 - 4.20 %

Expected dividend yield

4 unchanged sentences

The following tables summarize

the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2025 and June 30,

the Company’s financial assets and liabilities measured at fair value on a recurring basis As of December 31, 2025 and June 30,

OF FAIR VALUE OF ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

September 30,

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

June 30, 2025

Embedded conversion option liabilities

December 31, 2025

Warrant liability

Embedded conversion option

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following is a roll forward for the three months ended September 30, 2025 of the fair value liability of price adjustable derivative

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

June 30, 2025

Embedded conversion

option liabilities

following is a roll forward for the six months ended December 31, 2025 of the fair value liability of price adjustable derivative instruments:

SCHEDULE OF FAIR VALUE LIABILITY OF PRICE ADJUSTABLE DERIVATIVE

Fair Value of

Liability for

Balance at June 30, 2025

Gain on debt extinguishment

Change in fair value included in statements of operations

Balance at September 30, 2025

Change in fair value included

in statements of operations

Balance at December

following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the six months ended December

SUMMARY OF THE CHANGES IN THE FAIR VALUE OF THE LEVEL 3 WARRANT LIABILITY

Fair value as of June 30, 2025

Initial fair value of warrant

liability upon issuance

Change in fair value

of warrant liability

Fair value as of

December 31, 2025

13 – SUBSEQUENT EVENTS

issued for conversion of convertible debt

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

of the conversion of principal of $ 43,000 , interest of $ 2,366 and conversion fees of $ 469 underlying certain outstanding convertible

notes converted during such period.

issued for conversion of Series C Preferred stock

January 2026, the Company issued an aggregate of 2,000,000 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

issued for exercise of Series C Warrants

February 2026, the Company received aggregate gross proceeds of $ 500,000 from the exercise of approximately 50 Series C Warrants with an exercise

price of $ 10,000 per share and issued 50 shares of Series C preferred stock.

issued for services

In October 2025, the Company issued an aggregate of 510,937 shares of common stock for services rendered which

was accounted for as common stock issuable as of September 30, 2025 (see Note 7).

October 2025, the Company issued an aggregate of 4,336 share of common stock for services rendered and to be rendered from September

25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025 (see Note 8).

Purchase Agreement

October 7, 2025, the Company entered into a Securities Purchase Agreement (the “SPA”) with Hexstone Capital LLC (“Hexstone”)

in connection with a private placement of a to be created class Series C Preferred Stock (“Series C Preferred Stock”).

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

fixed conversion price of $ 5.00

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

notice to the Company and ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds

the product of the conversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder

receives the shares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum .

Pursuant to the SPA, at the Closing, the Company shall issue 100

shares of Series C Preferred Stock and a Warrant to purchase

up to an additional 9,900

shares of Series C Preferred Stock (the Warrant”).

On November 4, 2025 the closing conditions under the SPA were completed and the Company closed the transaction

under the SPA, pursuant to which Hexstone purchased 100 shares of Series C Preferred Stock of the Company and a Warrant to purchase up

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

of $ 1,000,099 to the Company.

The shares of Series C Preferred Stock and the Warrant were issued pursuant to the private placement.

On November 4, 2025, the Company amended

its Certificate of Incorporation and filed a Certificate of Designation with the Delaware Secretary of State that authorized the issuance

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”.

The Series C Preferred Stock shall have a stated

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

(B) the amount per share such holder would receive if such holder converted into Common Stock immediately prior to the date of such payment.

The holder of Series C Preferred Stock shall have a dividend rate of 0 %.

However, the dividend rate shall automatically be increased to

ten percent ( 10.0 %) per annum upon any bankruptcy triggering event as defined in the Certificate of Designation.

At any time after the initial issuance date,

each share of Series C Preferred Stock shall be convertible into shares of common stock of the Company by the holder thereof by dividing

the stated amount of each share of Series C Preferred Stock of $ 10,000 by the conversion price.

The conversion price shall be the lesser

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

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

the Company’s common stock exceeds the product of the conversion amount set forth on the applicable conversion notice multiplied

by seven (7) after the applicable holder receives the shares of common stock issuable upon conversion of the Series C Preferred Stock,

subject to a five (5) trading day minimum.

Upon any bankruptcy triggering event, the Company shall immediately redeem, in cash, each

of the Series C Preferred Stock then outstanding at a redemption price equal to the applicable triggering event redemption price.

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

of (i) the product of (A) the conversion amount to be redeemed multiplied by (B) the redemption premium of 110% and (ii) the product

of (X) the conversion rate with respect to the conversion amount in effect multiplied by (Y) the product of (1) the redemption premium

of 110% multiplied by (2) the VWAP of the Common Stock on any trading day during the period commencing on the date immediately preceding

such triggering event and ending on the trading date prior to the date the Company makes the entire payment required to be made.

to the limitations specified in the Certificate of Designation, holders of Series C Preferred Stock shall have the right to vote on all

matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an

“as converted” basis using the conversion price .

January 2026, the Company issued an aggregate of 14,805 shares of common stock for services rendered and to be rendered from December

26, 2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025 (see Note 9).

issued in connection with an Exchange Agreement

January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge (see Note 5) and issued 394,788 shares of common stock

in exchange for the total outstanding loan balance of $ 65,280 and accrued interest of $ 60,484 .

Those shares were valued at approximately

$ 0.51 per share or $ 200,000 , being the closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt

at the time of exchange of $ 74,236 .

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

What changed 10-Q

Item 1. Financial Statements