What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-14 compared with 2026-02-17 · 630 added, 555 removed, 1615 unchanged (42% of the section changed)

4 unchanged sentences

TO FINANCIAL STATEMENTS

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)

Condensed Consolidated Balance Sheets at March 31, 2026 (unaudited) and June 30, 2025

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for each of the three and nine months in the periods ended March 31, 2026 and 2025 (unaudited)

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2026 and 2025 (unaudited)

Notes to the Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS:

GST tax receivable

Prepaid expenses - current

expenses - current portion

current assets

TOTAL CURRENT ASSETS

Deferred offering costs

Prepaid expenses - long-term

Security deposit - related

Operating lease right-of-use

assets, net - related party

TOTAL CURRENT

offering costs

expenses - long-term portion

deposit - related party

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

and equipment, net

AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

Accounts payable

Accrued expenses and other

Accrued interest

Loans payable

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

Warrant liability

Embedded conversion option

expenses and other payables

payable - related parties, net of discount

payable, net of discount

notes, net of discounts and including put premiums

lease liability - related party, current portion

conversion option liabilities

benefit liability

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES:

Loan payable - long-term

- related party, net of discount

TOTAL CURRENT

- 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,

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 ) and none issued and outstanding at March 31, 2026 and June 30, 2025, respectively

and Contingencies (See Note 9)

STOCKHOLDERS’

Preferred stock, 1,500,005

shares authorized, $ 0.01 par value:

Series A preferred stock,

$ 0.01 par value;

Series A preferred stock, $ 0.01 par value;

500,000 shares previously authorized;

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

Series B preferred stock, $ 0.01 par value;

0 shares issued and outstanding as of March 31, 2026 and June 30, 2025

Series B preferred stock,

$ 0.01 par value;

5 shares authorized;

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

1 share issued and outstanding as of March 31, 2026 and June 30, 2025

Preferred stock, value

Common stock, $ 0.001 par value;

10,000,000,000

Common stock, $ 0.001 par

10,000,000,000 shares authorized;

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

Accumulated deficit

21,859,281 and 11,611,782 shares issued and outstanding as of March 31, 2026 and June 30,

2025, respectively

Common stock issuable ( 33,007,750

and 7,750 shares as of March 31, 2026 and June 30, 2025, respectively)

paid-in capital

other comprehensive income

( 140,843,234 )

( 125,621,520 )

Treasury stock ($ 0.001

stock ($ 0.001 share)

STOCKHOLDERS’ EQUITY

4 unchanged sentences

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

the three months ended December 31,

the six months ended December 31,

OPERATING EXPENSES

the three months ended March 31,

the nine months ended March 31,

Administration

Occupancy expenses - related

expenses (including noncash compensation expense of $ 11,581,251 and $ 52,853,115 for the nine months ended March 31, 2026 and 2025,

respectively, and $ 5,351,136 and $ 52,838,115 for the three months ended March 31, 2026 and 2025, respectively.

expenses - related party

and development

3 unchanged sentences

( 53,128,713 )

OTHER INCOME (EXPENSE)

Interest expense

Interest income

Derivative expense

Change in fair value of

derivative liabilities

Change in fair value of

warrant liability

Other expense

Gain (loss) on extinguishment

( 14,728,519 )

( 53,632,885 )

in fair value of derivative liabilities

in fair value of warrant liability

on extinguishment of debt, net

currency transaction gain (loss)

OTHER INCOME (EXPENSE), NET

LOSS BEFORE TAXES

( 1,218,954 )

4 unchanged sentences

$ ( 6,360,336 )

$ ( 54,067,346 )

$ ( 14,289,468 )

$ ( 54,851,839 )

LOSS AVAILABLE TO COMMON STOCKHOLDERS

4 unchanged sentences

AND DILUTED NET LOSS PER SHARE

BASIC AND DILUTED WEIGHTED

AVERAGE SHARES OUTSTANDING

AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING

$ ( 6,360,336 )

2 unchanged sentences

$ ( 54,851,839 )

OTHER COMPREHENSIVE INCOME

OTHER COMPREHENSIVE

INCOME (LOSS)

foreign currency translation gain (loss)

8 unchanged sentences

AND SUBSIDIARY

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

Stock Issuable

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025

Comprehensive

Stockholders’

3 unchanged sentences

$ ( 3,779,059 )

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for services

Reclassification of put premium upon debt conversion

Foreign currency translation loss

Net loss for the three months ended September

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

Reclassification of put premium

upon debt conversion

Foreign currency translation

Net loss for the three

months ended September 30, 2024

Balance at September 30,

1 unchanged sentence

( 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

Issuance of common stock for

conversion of convertible debt, conversion fees and accrued interest

Foreign currency translation

Net loss for the three

months ended December 31, 2024

Balance at December 31, 2024

( 67,482,713 )

( 4,158,759 )

Stock Issuable

Issuance of common stock for

conversion of convertible debt, conversion fees and accrued interest

Issuance of common stock for

services rendered

Issuance of common stock for

prepaid services

Issuance of common stock related

to debt exchange agreement

Issuance of common stock related

to warrant exchange agreement

Reclassification of put premium

upon debt conversion

Fractional shares due to reverse

Foreign currency translation

Net loss for the three

months ended March 31, 2025

( 54,067,346 )

at March 31, 2025

$ 138,212,659

$ ( 121,550,059 )

Stockholders’

3 unchanged sentences

$ ( 125,621,520 )

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

Reclassification of put premium upon debt conversion

and repayment

Foreign currency translation gain

Net loss for the three months ended September

Issuance of common stock for

conversion of convertible debt, conversion fee and accrued interest

Issuance of common stock for

Common stock issuable for

services and prepaid services

Reclassification of put premium

upon debt conversion and repayment

Foreign currency translation

Net loss for the three

months ended September 30, 2025

( 4,837,738 )

2 unchanged sentences

( 130,459,258 )

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 stock

Foreign currency translation

Net loss for the three

months ended December 31, 2025

( 3,091,394 )

Issuance of common stock for conversion of

convertible debt, conversion fee and accrued interest

Issuance of common stock for common stock issuable

( 3,091,394 )

Balance at December 31, 2025

( 134,482,898 )

Issuance of common stock related

to debt exchange agreement

Issuance of common stock for

conversion of Series C preferred stock

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

Common stock issuable for

services and prepaid services

Issuance of Series C Preferred

stock upon exercise of Series C warrants

Reclassification of warrant

liability into equity upon exercise of Series C warrants

Foreign currency translation

Net loss for the three

months ended March 31, 2026

( 6,360,336 )

2 unchanged sentences

( 6,360,336 )

at December 31, 2025

at March 31, 2026

$ 149,427,962

6 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

the six months ended December 31,

CASH FLOWS FROM OPERATING

the nine months ended March 31,

FROM OPERATING ACTIVITIES:

$ ( 14,289,468 )

1 unchanged sentence

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

Change in fair value of

derivative liabilities

Change in fair value of

warrant liability

Derivative expense

Loss (gain) on extinguishment

Non-cash interest expense

Accretion of put premium

of common stock for services

stock issuable for services

of prepaid stock based expenses

currency transaction loss

of debt discounts

of right-of-use assets

in fair value of derivative liabilities

in fair value of warrant liability

(gain) on extinguishment of debt, net

interest expense

of put premium

in Assets and Liabilities:

GST receivable

Prepaid expenses

Other current assets

Accounts payable

Employee benefit liability

Accrued expenses and other

Accrued interest

current assets

benefit liability

expenses and other payables

lease liability

CASH USED IN OPERATING ACTIVITIES

USED IN OPERATING ACTIVITIES

( 4,080,653 )

CASH FLOWS FROM INVESTING

FROM INVESTING ACTIVITIES:

Purchase of equipment

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

USED IN INVESTING ACTIVITIES

FROM FINANCING ACTIVITIES:

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

from issuance of convertible Series C Preferred stock, net of issuance cost

from exercise of Series C warrants

of convertible notes

Repayment of notes

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

of loans payable - related party

from the sale of common stock, net of offering costs

from note payable

from loans payable - related parties

offering costs

CASH PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes on cash

NET INCREASE (DECREASE)

CASH AT BEGINNING OF

PROVIDED BY FINANCING ACTIVITIES

Effect of exchange rate changes

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Disclosure of Cash Flow Information

Cash paid during the period:

during the period:

Disclosure of Non-Cash Investing and Financing Activities

1 unchanged sentence

of convertible notes and accrued interest to common stock

of accounts payable for shares of common stock

of loans to former director for shares of common stock

of loans payable including accrued interest for shares of common stock

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

discounts related to derivative liability

of common stock related to debt exchange agreement

Debt discounts

related to derivative liability

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

dividend related to Series C Preferred Stock

Reclassification

of warrant liability into equity upon exercise of Series C warrants

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

1 unchanged sentence

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 December 31,

As of March 31, 2026,

there has been no activity within this entity.

3 unchanged sentences

Presently, there are 84 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.

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

proenzymes against solid tumors, covering the lead product candidate PRP.

Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to

8 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 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

adjustments) necessary to present fairly our consolidated results of operations for the three and nine months ended March 31, 2026 and

2025 and cash flows for the nine months ended March 31, 2026 and 2025 and our consolidated financial position at March 31, 2026 have

The Company’s results of operations for the three and nine months ended March 31, 2026 are not necessarily indicative

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

10 unchanged sentences

Propanc (UK) Limited

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

was an inactive wholly-owned subsidiary through March 31, 2026 and still remains inactive.

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

2 unchanged sentences

Actual results could differ from these estimates.

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

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

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

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

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

18 unchanged sentences

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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:

As of March 31, 2026 and 2025, the Company

recognized a cumulative exchange gain (loss) of approximately $ 1,014,000 and $ ( 1,339,000 ) , respectively, on intercompany loans made by

the parent to the subsidiary that have not been repaid as of March 31, 2026, which is included as a component of accumulated other comprehensive

income on the accompanying condensed consolidated balance sheets.

of March 31, 2026 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

March 31, 2026

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 six months ended December 31, 2025 was as follows:

change in Accumulated Other Comprehensive Income by component during the nine months ended March 31, 2026 was as follows:

SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME

1 unchanged sentence

Balance, June 30, 2025

Unrealized foreign currency

translation gain

Ending balance, December 31, 2025

Unrealized foreign currency translation loss

Ending balance, March 31, 2026

Value of Financial Instruments and Fair Value Measurements

24 unchanged sentences

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Cash Equivalents

3 unchanged sentences

There were no cash equivalents

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

as of March 31, 2026 or June 30, 2025.

expenses – current portion and long-term portion of $ 7,733,625 and $ 6,057,422 , respectively, at March 31, 2026, consist primarily

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

9 unchanged sentences

the balance sheet date that are directly related to the Company’s proposed public offering.

The deferred offering costs are charged

to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering

is not completed.

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

The deferred offering costs are

charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the

offering is not completed.

As of March 31, 2026 and June 30, 2025, the Company had recorded $ 0 and $ 291,773 , respectively, in deferred

offering costs.

and Equipment

5 unchanged sentences

Depreciation of

property and equipment is provided using the declining balance method.

property and equipment is provided using the straight line method.

The depreciable amount is the cost less its residual value.

1 unchanged sentence

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

and equipment

Machinery and equipment

are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by

2 unchanged sentences

Accordingly, as the Company’s

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

products are not currently approved for market, all patent costs incurred from 2013 through March 31, 2026 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.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2026 and June 30, 2025, the Company was owed $ 11,057 and $ 5,302 , respectively, from the Australian Taxation Office.

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

39 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 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.

Total research and development costs for the three months ended March 31, 2026 and 2025 were $ 169,660 and $ 54,097 , respectively.

research and development costs for the nine months ended March 31, 2026 and 2025 were $ 249,822 and $ 170,199 , 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

1 unchanged sentence

The Company used the modified prospective method of

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

37 unchanged sentences

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

March 31, 2026

March 31, 2025

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 *

Series C Warrants

Convertible Series C Preferred stock

2 unchanged sentences

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.

12 unchanged sentences

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

The single segment

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

financial statements are representative of such amounts.

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

in one operating segment.

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

consolidated financial statements are representative of such amounts.

For the three and nine months ended March 31, 2026 and 2025, the

Company operates in one operating segment.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounting Pronouncements

4 unchanged sentences

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

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

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

an entity’s expenses.

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

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

ASU 2024-03 applies to all public business entities

(PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting

periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

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

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

about an entity’s expenses.

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

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

ASU 2024-03 applies to all public business

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

annual reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective

Early adoption is permitted.

The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s

condensed consolidated financial statements.

The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the

Company’s condensed consolidated financial statements.

December 8, 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve

the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

Under the amendments, an entity is

subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP.

ASU 2025-11 also addresses the form

and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose

events since the end of the last annual reporting period that have a material impact on the entity.

ASU 2025-11 is effective for interim

reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted.

The Company is currently

evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements.

December 17, 2025, the FASB issued ASU 2025-12, Codification Improvements.

The amendments in this update are to make other incremental

improvements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application

of the codification, clarifications, and other minor improvements.

The resulting amendments are collectively referred to as Codification

improvements.

ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting

periods within those annual reporting periods.

The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on

the Company’s consolidated financial statements.

2 – GOING CONCERN

1 unchanged sentence

of the Company as a going concern.

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

For the nine months ended March 31, 2026, the Company had no revenues, had a net loss of $ 14,289,468 ,

and had net cash used in operations of $ 4,080,653 .

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

Additionally, as of March 31, 2026, the Company had accumulated deficit of $ 140,843,234 .

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

17 unchanged sentences

3 – PROPERTY AND EQUIPMENT

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

and equipment consist of the following as of March 31, 2026 and June 30, 2025.

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

31, 2025 (Unaudited)

March 31, 2026

June 30, 2025

Office equipment at cost

Accumulated depreciation

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.

Total property, plant, and equipment

expense for the three months ended March 31, 2026 and 2025 was $ 316 and $ 0 , respectively.

Depreciation expense for the nine months ended

March 31, 2026 and 2025 was $ 670 and $ 0 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 December

The total amount owed to the former director at March

31, 2026 and June 30, 2025 were $ 0 for both periods.

2 unchanged sentences

from Former Director - Related Party

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

from the Company’s former director at March 31, 2026 and June 30, 2025 were $ 0 for both periods.

The loan bore no interest and

12 unchanged sentences

annum beginning from the funding date of these loans.

The Company repaid $ 16,428 USD including additional interest expense of $ 4,805

USD on February 12, 2026.

August 1, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

16 unchanged sentences

of 12 % per annum beginning from the funding date of these loans.

The Company repaid the remaining balance of $ 1,957 USD including additional

interest expense of $ 319 USD on February 12, 2026.

December 3, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

2 unchanged sentences

The term of the loan is four months or less (to be determined at the discretion

of the Company), with $ 70,000 AUD was due on February 28, 2025 and $ 105,000 AUD was due on April 2, 2025.

The loan bears an interest

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

of the Company), with $ 70,000 AUD due on February 28, 2025 and $ 105,000 AUD due on April 2, 2025.

The loan bears an interest rate of

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

Such loan is past due and currently in default.

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AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 and six months ended December 31, 2025 was $ 11,843 and $ 23,686 , respectively.

discount from this loan for the three and nine months ended March 31, 2026 was $ 11,843 and $ 23,686 , respectively.

The total principal

2 unchanged sentences

principal outstanding under this loan, net of discount was $ 140,898 ($ 153,256 principal and remaining unamortized debt discount of $ 12,358 )

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

as of March 31, 2026 and has been reclassified as a short-term loan.

remaining balance of all the above loans payable – related parties, net of discount amounted to $ 465,282 and $ 415,329 as of March

31, 2026 and June 30, 2025, respectively.

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

Accrued interest for all of the above loans payable – related parties as of March 31,

2026 and June 30, 2025 were $ 116,371 and $ 56,935 , respectively.

1 unchanged sentence

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 December 31, 2025 and June 30, 2025.

The maturity date of the Crown Bridge Note was

October 3, 2020 and was past due.

had a remaining principal balance of $ 65,280 as of March 31, 2026 and June 30, 2025.

The maturity date of the Crown Bridge Note was October

3, 2020 and was past due.

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

In August 2022, the

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

(the “Exchange Act”).

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

the Crown Bridge Note.

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

a convertible note into a loan payable which is the principal balance at 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

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

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

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

into a loan payable which is the principal balance at June 30, 2025.

The total accrued interest from this loan amounted to $ 55,360 as

of June 30, 2025.

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 .

Accordingly, the remaining principal balance and accrued interest at March 31, 2026 is $ 0 .

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 December

31, 2026 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 December 31, 2025 and June 30, 2025 for both periods.

aggregate principal outstanding on the above loans was $ 0 and $ 65,280 as of March 31, 2026 and June 30, 2025, respectively.

payable – related party for total principal amount of $ 211,545 and accrued interest of $ 50,213 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.

at the default interest rate at 18 % with maturity dates between November 2024 and April 2025 were in default as of March 31, 2026.

6 – NOTES PAYABLE AND CONVERTIBLE NOTES

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

Company’s promissory notes outstanding at March 31, 2026 and June 30, 2025 were as follows:

SCHEDULE OF PROMISSORY NOTES OUTSTANDING

31, 2025 (Unaudited)

March 31, 2026

June 30, 2025

Principal amounts of notes payable

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AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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Repayment of the note may occur as follows:

(a) if the Company repaaid this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred percent

(a) if the Company repaid this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred percent

(100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest

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

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

of March 31, 2026 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 March 31, 2026 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 December 31, 2025

and June 30, 2025, respectively.

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

was $ 10,988 and $ 0 , respectively.

Accrued interest from these notes amounted to $ 0 and $ 5,718 as of March 31, 2026 and

June 30, 2025, respectively.

Amortization of debt discount from these notes for the three and nine months ended March 31, 2026 was $ 0

and $ 3,488 , respectively.

Diagonal Lending Promissory Notes

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

11 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

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Diagonal Lending promissory notes.

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.

of March 31, 2026 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.

Road Holdings Promissory Note

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

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.

As of March 31, 2026, 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 promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025.

As of December

As of March 31, 2026

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

1 unchanged sentence

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:

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company’s convertible notes outstanding at March 31, 2026 and June 30, 2025 were as follows:

SCHEDULE OF CONVERTIBLE NOTES

31, 2025 (Unaudited)

March 31, 2026

June 30, 2025

Convertible notes and debenture

Unamortized discounts

Convertible notes,

Convertible notes, net

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

20 unchanged sentences

right to prepay such note.

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,

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 nine months ended March 31, 2026.

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 December 31, 2025 following the repayment

total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of March 31, 2026 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 six months ended

December 31, 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 nine months

ended March 31, 2026 following repayment of the principal balance.

Capital Securities Purchase Agreements

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AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following terms shall apply to the above ONE44 note:

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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 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.

total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of March 31, 2026 following

conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the nine months ended March 31, 2026.

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

47 unchanged sentences

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12, 2024 Securities Purchase Agreement

80 unchanged sentences

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

11, 2025 Securities Purchase Agreement

74 unchanged sentences

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

total principal outstanding and accrued interest under all of the above GS Capital notes were $ 55,000 and $ 6,811 , respectively, as of

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.

March 31, 2026, following conversion of $ 131,650 of the principal balance, $ 13,537 accrued interest and $ 1,875 conversion fees during

the nine months ended March 31, 2026.

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

in August 2025.

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).

During the nine months ended March 31, 2026, $ 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 March 31, 2026 (see Note 12).

April 14, 2026, the Company entered into a promissory note extension agreement with GS Capital whereby the lender agreed to extend the

maturity date from December 15, 2025 to July 15, 2026 of a certain note issued on April 15, 2025 for $ 55,000 .

LLC Securities Purchase Agreement

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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 December 31, 2025, following conversion

total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0 as of March 31, 2026, following conversion

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

1 unchanged sentence

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Consulting Purchase Agreement

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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.

16 unchanged sentences

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

The initial conversion price for this note

was equal to $5 per share, provided that the fixed price will be reduced to $4 per share in the event that the market price of the common

stock trades below $3 per share for five consecutive trading days.

In the event of default, the conversion price shall be equal to 65%

of the lowest ten trading price of the common stock on which the Company’s shares are then traded or any exchange upon which the

common stock may be traded in the future.

The initial conversion price for this

note was equal to $5 per share, provided that the fixed price will be reduced to $4 per share in the event that the market price of the

common stock trades below $3 per share for five consecutive trading days.

In the event of default, the conversion price shall be equal

to 65% of the lowest ten trading price of the common stock on which the Company’s shares are then traded or any exchange upon which

the common stock may be traded in the future.

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 December 31, 2025.

interest under all of the above Geebis notes were $ 0 as of March 31, 2026.

of debt discounts

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

Company recorded $ 12,350 and $ 164,000 , of debt discounts related to the above note issuances during the nine months ended March 31, 2026

and 2025, respectively.

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.

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

ended March 31, 2026 and 2025, 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 March 31, 2026 and 2025 was $ 11,585 and $ 59,639 , respectively.

Amortization of all debt

discounts for the nine months ended March 31, 2026 and 2025 was $ 198,362 and $ 193,283 , respectively.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company reclassified $ 114,399 and $ 10,229 in put premiums to additional paid in capital following conversions during the nine months

ended March 31, 2026 and 2025, respectively.

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

during the nine months ended March 31, 2026 following repayment of the principal balance.

7 - SERIES C PREFERRED STOCK AND SERIES C WARRANTS

5 unchanged sentences

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.

to this private placement and was recorded as deemed dividend during the nine months ended March 31, 2026.

In connection with the transaction,

37 unchanged sentences

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 .

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

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 nine months ended March 31, 2026, the Company accreted $ 882,246 to redemption

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

Additionally,

2 unchanged sentences

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.

condensed consolidated balance sheets as of March 31, 2026 and a corresponding other expense during the three and nine months ended March

C Preferred Stock Conversions

January 2026, the Company issued an aggregate of 4,591,369 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

March 2026, the Company issued an aggregate of 3,408,631 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of Series C Preferred Stock upon exercise of Series C Warrants

February 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 .

March 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price

of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 .

the fair value of the warrant liability on the date of exercise of $ 1,805 was reclassified into additional paid in capital during the

three and nine months ended March 31, 2026.

were 100 shares of Series C Preferred Stock issued and outstanding as of March 31, 2026.

At March 31, 2026, the Series C Preferred Stock

redemption value amounted to $ 1,000,000 .

Liability – Series C Warrants

13 unchanged sentences

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

Key Valuation Inputs

Expected term (years)

1 unchanged sentence

Risk-free interest rate

Series C Convertible Preferred Stock per

Series C Convertible Preferred Stock per Share Value

Dividend yield

Exercise price

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

Valuation Inputs

key inputs for the warrant liability were as follows as of March 31, 2026:

Key Valuation Inputs

Expected term (years)

1 unchanged sentence

Risk-free interest rate

Series C Convertible Preferred Stock per

Series C Convertible Preferred Stock per Share Value

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

6 unchanged sentences

on December 9, 2014.

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

for both periods.

There were no shares of Series A Preferred Stock issued and outstanding as of March 31, 2026 and June 30, 2025 for

both periods.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred

3 unchanged sentences

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 December 31, 2025 and June 30, 2025.

One share of Series B Preferred Stock is issued and outstanding as of March 31, 2026 and June 30, 2025.

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

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

additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during nine months ended March 31, 2026 and fiscal

issued for cash

14 unchanged sentences

the Offering (see below).

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

August 18, 2025, the Offering was completed.

4 unchanged sentences

$ 686,000 (“Total Offering Fees”).

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

During the nine months ended March 31, 2026, 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.

6 unchanged sentences

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 ,

in the above conversion during the nine months ended March 31, 2026, 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

4 unchanged sentences

condensed consolidated statements of operations.

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

ended December 31, 2025.

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

ended March 31, 2026.

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

financing agreements at December 31, 2025.

issued for services

financing agreements at March 31, 2026.

issued for conversion of Series C Preferred Stock

January 2026, the Company issued an aggregate of 4,591,369 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

March 2026, the Company issued an aggregate of 3,408,631 shares of its common stock as a result of the conversion of 50 shares of Series

C Preferred stock during such period.

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 .

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

issued and shares issuable for services

August 15, 2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related

9 unchanged sentences

stock on the date of grant.

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

During the nine months ended March 31, 2026, 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.

2 unchanged sentences

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 $ 43,748 .

During the nine months ended March 31, 2026, 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

2 unchanged sentences

$ 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

During the nine months ended March 31, 2026, 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

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.

These shares were valued at approximately

$ 0.51 or $ 7,500 , being the closing price of the stock on the date of grant.

During the nine months ended March 31, 2026, the Company

recorded stock-based compensation of $ 7,500 .

March 16, 2026, the Company granted an aggregate of 25,500,000 shares of common stock to certain officers, employees, directors and consultants

for services rendered.

Those shares were valued at approximately $ 0.14 per share or $ 3,570,000 , being the closing price of the stock

on the date of grant.

During the nine months ended March 31, 2026, the Company recorded stock-based compensation of $ 3,570,000 related

to such grant.

These 25,500,000 shares were issued on April 28, 2026 and were considered shares issuable as of March 31, 2026.

issuable for prepaid services

March 16, 2026, the Company granted an additional 7,500,000 shares of fully vested, non-forfeitable common stock to various consultants

for consulting, investor relations and business advisory services related to existing 3 year consulting agreements dated between January

2025 and March 2025.

Those shares were valued at approximately $ 0.14 per share or $ 1,050,000 , being the closing price of the stock on

the date of grant.

At the date of grant, the Company recorded prepaid expense – current portion of $ 589,523 and prepaid expense

– long-term portion of $ 460,477 to be amortized over the remaining terms of the respective agreements.

During the nine months ended

March 31, 2026, the Company recorded stock-based compensation of $ 23,271 related to such grant.

These 7,500,000 shares were issued on

April 28, 2026 and were considered shares issuable as of March 31, 2026.

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 years .

shares 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 .

During the three months ended March 31, 2026, the Company recorded stock-based compensation expense of $ 1,750,365 .

During the nine months

ended March 31, 2026, the Company recorded stock-based compensation expense of $ 6,564,232 .

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.

At March 31, 2026, the Company recorded prepaid (stock based)

expense– current portion of $ 7,664,956 and

prepaid (stock based) expense – long-term portion of $ 6,057,422

related to fiscal year 2025 and March 2026 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

4 unchanged sentences

trading price on the date of grant.

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 December 31, 2025 to which the above amount of $ 248,620 relates to.

There were $ 248,620 unrecognized restricted stock units expense as of March 31, 2026 and June 30,

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 March 31, 2026 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:

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

following table summarizes warrant activity for the nine months ended March 31, 2026:

SUMMARY OF WARRANT ACTIVITY

Price Per Share

Outstanding at June 30, 2025

1 unchanged sentence

Granted – Series C preferred stock warrants

Outstanding at December 31, 2025

Exercisable at December 31, 2025

Exercised – Series C preferred stock warrants

Outstanding at March 31, 2026

Exercisable at March 31, 2026

Outstanding and Exercisable:

19 unchanged sentences

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:

summary of the Company’s option activity during the nine months ended March 31, 2026 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 December 31, 2025

Outstanding at March 31, 2026

$ 271,980,000,000

Exercisable at December 31, 2025

Exercisable at March 31, 2026

$ 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

4 unchanged sentences

awards and restricted stock units.

BIOPHARMA, INC.

AND SUBSIDIARY

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.

the nine months ended March 31, 2026 and 2025, the Company recognized stock-based compensation of $ 0 for both periods from vested stock

There was $ 0 of unvested stock options expense as of March 31, 2026.

No stock options were granted during the nine months ended

March 31, 2026.

9 – COMMITMENTS AND CONTINGENCIES

9 unchanged sentences

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

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

4 unchanged sentences

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 December 31, 2025 and

June 30, 2025 consolidated balance sheets.

penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the March 31, 2026 and June

30, 2025 consolidated balance sheets.

The Company recorded the penalties for all three years during the year ended June 30, 2018.

The Company is current on all subsequent filings.

Company is current on all subsequent filings.

November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”),

38 unchanged sentences

was completed in December 2024.

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

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 December

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

March 2026, the Company entered into another two-year collaboration agreement with the University of Jaén and the University of

Granada (the “Universities”) to provide certain research services to the Company.

In consideration of such services, the

Company agreed to pay the Universities approximately 100,000 Euros ($ 115,900 USD) in year one and 102,800 Euros ($ 119,145 USD) in year

In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 5 % of net revenues to each University.

consideration of such services, the Company agreed to pay the Universities 202,800 Euros ($ 115,900 USD) payable as follows:

34,000 Euros ($ 18,407 USD) 3 rd Month from date of execution in June 2026,

41,800 Euros ($ 8,091 USD) in July 2026,

30,000 Euros ($ 7,080 USD) in September 2026,

40,000 Euros ($10,114 USD) in January 2027,

30,000 Euros ($ 10,114 USD) in May 2027, and

27,000 Euros ($ 10,114 USD) in September 2027.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

of March 31, 2026 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 March 31, 2026

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

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

17 unchanged sentences

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

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

to provide capital market advisory and strategic business analysis related services for a monthly fee of $ 2,500 and shall issue shares

of the Company’s common stock worth $ 2,500 per month.

In 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.

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 January 23, 2026, the Company entered into a settlement agreement and release pursuant to which the Company agreed that, during the

360-day period following the public offering (the “Lock-up Period”), it would not, without the prior consent of the Representative,

offer or sell any securities or file any registration statement with the Commission relating to the offering of any shares (as defined

in the Lock-up Agreement executed with the Representative).

Under the terms of the settlement agreement, the Company agreed to pay the

Representative an initial settlement amount of $ 50,000 , as well as 4 % of the gross proceeds received from any additional closings.

the nine months ended March 31, 2026, the Company paid $ 90,000 and has been recorded in settlement expenses.

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

Agreement”) to provide capital market advisory and strategic business analysis related services for a monthly fee of $ 2,500

and shall issue shares of the Company’s common stock worth $ 2,500

In 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.

In 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 (see Note - 8).

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

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

$ 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 term.

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

rate of 12 %.

is summarized below:

SCHEDULE OF RIGHT OF USE ASSET

March 31, 2026

June 30, 2025

accumulated amortization

Right-of-use asset,

Right-of-use asset, net

Lease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

March 31, 2026

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 December 31, 2025 are as follows:

office lease, current portion

Long term portion of lease liability

future minimum lease payments under non-cancelable operating lease at March 31, 2026 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

3 unchanged sentences

Imputed interest

Total operating lease

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

Total operating lease liability

weighted average remaining lease term for the operating lease is 2.02 years as of March 31, 2026.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

10 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

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.

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.

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

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.

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 three-year 3 lease agreement with North Horizon Pty

for 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

As of March 31,

2026 and June 30, 2025, total rent payable of $ 142,529 AUD ($ 98,103 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).

expense under the lease was $ 10,917 and $ 6,469 during the three months ended March 31, 2026 and 2025, respectively, and $ 32,306 and $ 20,187

during the nine months ended March 31, 2026 and 2025, respectively reflected as occupancy expenses in the accompanying condensed consolidated

statements of operations and comprehensive income (loss).

payable - Related Party

4 unchanged sentences

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 $ 472,083 and $ 415,329 as of December

Company repaid certain loans for a total of $ 18,385 USD including additional interest expense of $ 5,124 USD on February 12, 2026 (see

remaining balance of all the loans payable – related parties, net of discount amounted to $ 465,282 and $ 415,329 as of March 31,

2026 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 December 31, 2025 and June 30, 2025 (see Note 5).

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

was $ 0 and $ 105,627 as of March 31, 2026 and June 30, 2025 (see Note 5).

and Services Agreements with Management

45 unchanged sentences

bonus payable as of June 30, 2025.

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.

A total bonus payments of $ 172,939 AUD ($ 115,247 USD) were made during the nine months ended March

31, 2026 resulting in a remaining balance of $ 242,664 AUD ($ 167,025 USD) bonus payable as of March 31, 2026 which was included in accrued

expenses in the accompanying condensed consolidated balance sheet.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

and Restated Employment Agreement

14 unchanged sentences

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

of December 31, 2025 and June 30, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

of March 31, 2026 and June 30, 2025.

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

25 unchanged sentences

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

December 31, 2025 and June 30, 2025.

March 31, 2026 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,

Effective February 20, 2026, Dr.

Kenyon retired and stepped down from the Board of Directors of the Company.

Kenyon will remain a medical advisor to the Company.

That same day, the Board filled the vacancy left by Dr.

Kenyon and appointed Dr.

Ralf Brant to serve on the Board.

of March 31, 2026 and June 30, 2025, total accrued salaries of $ 205,500 AUD ($ 141,446 USD) and $ 202,000 AUD ($ 132,734 USD), respectively,

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

Benefit Liability

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.

of March 31, 2026 and June 30, 2025, total employee benefit liability of $ 738,187 and $ 667,901 , respectively, consist of unpaid or unused

annual leave and long service leave by Mr.

Nathanielsz and Sylvia Nathanielsz, as reflected in the accompanying condensed consolidated

balance sheets.

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

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

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 December 31, 2025.

has not experienced any losses in such accounts through March 31, 2026.

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 six months ended December 31, 2025 from each of the three lenders

of $ 19,850 for original issue discounts and debt issue costs during the nine months ended March 31, 2026 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 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

by the Company during the nine months ended March 31, 2026.

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

of $ 33,200 for original issue discounts and debt issue costs during the nine months ended March 31, 2025 from each of the four lenders

of $ 110,000 , $ 130,000 , $ 196,340 , and $ 98,060 , respectively which represents approximately 19 %, 22 %, 33 % and 17 %, respectively of total

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

proceeds received by the Company during the nine months ended March 31, 2025.

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Concentration

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

of March 31, 2026 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.

9 unchanged sentences

Presently, there are 84 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.

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

proenzymes against solid tumors, covering the lead product candidate PRP.

patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s

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

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

of March 31, 2026 and June 30, 2025, the Company’s operations are based in Camberwell, Australia;

however, the majority of research

2 unchanged sentences

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

As of December 31,

As of March 31, 2026,

there has been no activity within this entity.

9 unchanged sentences

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.

which were treated as derivative instruments outstanding at March 31, 2026 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 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

price of the Company’s common stock at March 31, 2026, the last trading day of the period ended March 31, 2026, was $ 0.11 .

volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at March 31,

2026 are indicated in the table that follows.

1 unchanged sentence

and the risk-free rate is based upon rates for treasury securities with the same term.

OF FAIR VALUE MEASUREMENTS OF CONVERTIBLE

DEBT VALUATION TECHNIQUES

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

Initial Valuations

(on new derivative

instruments entered

during the three

December 31, 2025)

into during the three

March 31, 2026)

March 31, 2026

Expected Remaining Term (in years)

1 unchanged sentence

Expected dividend yield

Value Measurements:

BIOPHARMA, INC.

AND SUBSIDIARY

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Company measures and reports at fair value the liability for derivative instruments.

2 unchanged sentences

The following tables summarize

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

December 31, 2025

the Company’s financial assets and liabilities measured at fair value on a recurring basis As of March 31, 2026 and June 30, 2025:

SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

March 31, 2026

Quoted Prices

Unobservable Inputs

Warrant liability

Embedded conversion option

BIOPHARMA, INC.

AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

Embedded conversion option liabilities

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

Quoted Prices

Unobservable Inputs

Embedded conversion option liabilities

following is a roll forward for the nine months ended March 31, 2026 of the fair value liability of price adjustable derivative instruments:

OF DERIVATIVE LIABILITIES AT FAIR VALUE

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 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

Change in fair value included in statements of operations

Balance at March 31, 2026

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

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

Initial fair value of warrant liability upon issuance

Reclassification into equity upon warrant exercise

Change in fair value of warrant liability

Fair value as of March 31, 2026

13 – SUBSEQUENT EVENTS

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

April 2026, the Company issued an aggregate of 2,100,000 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

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 .

April 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 common stock issuable

April 2026, the Company issued an aggregate of 33,000,000 shares of common stock for common stock issuable as of March 31, 2026 (see

April 14, 2026, the Company entered into a promissory note extension agreement with GS Capital whereby the lender agreed to extend the

maturity date from December 15, 2025 to July 15, 2026 of a certain note issued on April 15, 2025 for $ 55,000 (see Note 6).

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