What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-14 compared with 2026-02-17 · 224 added, 212 removed, 140 unchanged (76% of the section changed)

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Note Regarding Forward-Looking Information

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned

Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of December 31, 2025 and

for the six months ended December 31, 2025 and 2024 should be read in conjunction with our unaudited financial statements and the notes

to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended December

31, 2025 (this “Quarterly Report”).

References in this Management’s Discussion and Analysis of Financial Condition

and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc.

This Quarterly

Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities

Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The events described

in forward-looking statements contained in this Quarterly Report may not occur.

Generally, these statements relate to business plans

or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits

from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results.

The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”,

“expect”, “feel”, “forecast”, “intend”, “may,”, “outlook”, “plan”,

“potential”, “predict”, “project,”, “seek”, “should”, “will”,

“would” and their opposites and similar expressions, are intended to identify forward-looking statements.

We caution you

that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other

influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the

statements are based.

following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its

wholly-owned Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of March

31, 2026 and for the three and nine months ended March 31, 2026 and 2025 should be read in conjunction with our unaudited financial

statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q

for the period ended March 31, 2026 (this “Quarterly Report”).

References in this Management’s Discussion and

Analysis of Financial Condition and Results of Operations section to “us”, “we”, “our” and

similar terms refer to Propanc.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the

Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

The events described in forward-looking statements contained in this Quarterly Report may

Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other

consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections

involving anticipated revenues, earnings or other aspects of our operating results.

The words “aim”,

“anticipate”, “believe”, “continue”, “could”, “estimate”,

“expect”, “feel”, “forecast”, “intend”, “may,”, “outlook”,

“plan”, “potential”, “predict”, “project,”, “seek”,

“should”, “will”, “would” and their opposites and similar expressions, are intended to identify

forward-looking statements.

We caution you that these statements are not guarantees of future performance or events and are subject

to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of

the statements and the projections upon which the statements are based.

actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements.

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Our lead product candidate, PRP, is a variation upon our novel formulation and involves pro-enzymes, the inactive precursors

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

with Hexstone Capital LLC (“Hexstone”).

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

$0.001, with a stated value of $10,000 per share, for total gross proceeds of $1,000,099.

In connection with the transaction, the Company

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

December 1, 2025, two provisional patents were filed detailing new methods to treat resistant cancer and fibrosis.

These discoveries

stem from our Joint Research and Drug Discovery program with the Universities of Jaén and Granada in Spain and are expected to

be filed subsequently in key global jurisdictions.

The first provisional patent covers methods for treating cancers that have developed

resistance to chemotherapy and/or radiotherapy.

Despite advancements in cancer therapies, global mortality rates remain high, and strategies

to prevent recurrence are urgently needed.

Treatment failure frequently occurs due to the emergence of multiple malignancies and resistance

to standard therapies, underscoring the need for novel approaches.

The second provisional patent relates to compositions, methods, uses,

and kits for the treatment of fibrosis, particularly organ fibrosis.

Fibrosis is characterized by the excessive accumulation of scar

tissue due to over-deposition of extracellular matrix (ECM) components, leading to stiffening, loss of function, and structural disruption

of affected tissues.

This maladaptive response can result from chronic injury or persistent inflammation and can impact nearly any organ

system, including the lungs, liver, kidneys, and heart—contributing significantly to morbidity and mortality.

Causes may include

chronic inflammation, autoimmune and allergic responses, chemical insults, radiation, and tissue damage.

For example, life expectancy

following myocardial infarction-related scarring ranges from 3 to 8 years (ages 65–74), and for lung fibrosis patients is typically

3 to 5 years.

December 22, 2025, the Company and its joint research partners at the Universities of Jaén and Granada published key findings

in a peer reviewed journal, Scientific Reports, regarding the impact of proenzymes on pancreatic ductal adenocarcinoma (PDAC) fibroblasts.

From the publishers of Nature, Scientific Reports is an online, open access journal, which publishes primary research from all areas

of the natural and clinical sciences.

The article is entitled, “Impact of pancreatic proenzymes on pancreatic ductal adenocarcinoma

associated fibroblasts,” and available online.

The tumor microenvironment (TME) plays a pivotal role in tumor initiation, progression,

and the form of pre-metastatic niches.

PDAC is characterized by a dense fibrotic stroma containing a significant enriched population

of cancer-associated fibroblasts (CAFs).

The interplay between CAFs and tumor cells is crucial in driving tumor advancement and metastasis,

underscoring the potential benefits of novel therapeutic strategies targeting stromal cells to improve patient survival.

PRP, consisting

of two bovine derived pancreatic proenzymes, trypsinogen and chymotrypsinogen, have shown efficacy in cancer treatment.

demonstrate PRP exerts multifaceted effects.

Results underscore the candidacy of PRP as a potential disruptor of the TME.

January 20, 2026, a new provisional patent application was filed for methods of producing trypinsogen and chymotrypsinogen with IP Australia.

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of refrigeration.

This is useful for a longer self-life as well as global distribution, particularly in warmer climates and developing

This is useful for a longer shelf-life as well as global distribution, particularly in warmer climates and developing

regions where refrigeration is not available.

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compositions of these proenzymes for biomedical applications, including cancer and other chronic diseases.

March 10, 2026, the Company executed a service agreement with FyoniBio GmbH (formerly Glycotope, est.

2010), a German Contract Development

Organization (CDO) based in Berlin for establishing and validating a liquid chromatography-mass spectrometry (LC-MS) based pharmacokinetics

The objective is to quantify the Company’s lead asset, PRP, consisting of two proenzymes trypsinogen and chymotrypsinogen,

as well as their activated enzyme forms trypsin and chymotrypsin from human serum during the Phase 1b, First-In-Human (FIH) study in

advanced cancer patients suffering from solid tumors.

The purpose and design of the study will be used as an important tool to measure

the concentration of PRP and its analytes over time upon administration to advanced cancer patients suffering from solid tumors.

from the PK assay will evaluate the systemic concentration of PRP sufficient to expect anti-tumor activity in patients whilst carefully

evaluating their response according to safety and tolerability parameters.

Secondary efficacy endpoints will also be observed to support

duration of treatment for responders.

The LC-MS PK assay should offer a robust method to quantify all four analytes in patients’

serum with a maximum sensitivity of at least 0.1µg/mL, sufficient to monitor the concentration of PRP in patients during the FIH

March 24, 2026, a multi-year Joint Research Collaboration Agreement was established with the Universities of Jaén (UJA) and Granada

(UGR), Spain.

The collaboration involves the evaluation of a senescence-modulating (i.e., anti-aging) compound to mitigate senescence

and to complete experiments to further support the claims of recently filed fibrosis and cancer related patent applications, requested

by Propanc Biopharma Inc.

to the research group “Biological Technologies of The University of Jaén” and UGR’s

Research Group, “Advanced Therapies:

Differentiation, Regeneration and Cancer.” Prof.

Macarena Perán Quesada, University

of Jaén, will oversee management and coordination functions of the working team and will be the scientist in charge of the project

appointed by the university.

Two Postdoctoral Fellows of the UJA, Dr Maria Belén Toledo and Dr Aitor González-Titos will

conduct the study, including in vitro and in vivo experiments, data analysis, and manuscript preparation.

Juan Antonio Marchal

Corrales, head of the Laboratory in Bio-fabrication and 3D-bioprinting of the University of Granada will oversee management of equipment

and facilities necessary to perform in vitro and in vivo experiments and will be the scientist in charge of the experimental designs

and project by the university.

of Operations

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The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc

the Three and Six months ended December 31, 2025, as compared to the Three and Six months ended December 31, 2024.

the three and six months ended December 31, 2025 and 2024, we generated no revenue because we are currently undertaking research and

development activities for market approval and no sales were generated in this period.

the Three and Nine months ended March 31, 2026, as compared to the Three and Nine months ended March 31, 2025.

the three and nine months ended March 31, 2026 and 2025, we generated no revenue because we are currently undertaking research and development

activities for market approval and no sales were generated in this period.

Administration

expense increased to $3,628,173 for the three months ended December 31, 2025 as compared to $153,593 for the three months ended December

This increase of approximately $3,475,000 is primarily attributable to the increase in stock-based consulting expenses of approximately

$2,472,000 to various consultants, general consulting, legal, director fees and investor relation fees of approximately $807,000, increase

in accounting fees of approximately $17,000, increase of approximately $79,000 in employee remuneration expense, and increase in other

general and administrative expenses of approximately $85,000 related to increase public company expenses and increase in marketing expense

of approximately $14,000.

expense decreased to $6,219,644 for the three months ended March 31, 2026 as compared to $53,068,147 for the three months ended March

This decrease of approximately $46,849,000 is primarily attributable to the decrease in stock-based compensation to employees

and stock-based consulting expenses to various consultants of approximately $47,487,000, general consulting, legal, director fees and

investor relation fees of approximately $298,000, increase in accounting fees of approximately $7,000, increase of approximately $32,000

in employee remuneration expense, and increase in other general and administrative expenses of approximately $301,000 related to increase

public company expenses.

Administration

expense increased to $8,226,747 for the six months ended December 31, 2025 as compared to $374,352 for the six months ended December

This increase of approximately $7,852,000 is primarily attributable to the increase in stock-based consulting expenses of approximately

$6,215,000 to various consultants, general consulting, legal, director fees and investor relation fees of approximately $1,293,000, increase

in accounting fees of approximately $48,000, increase of approximately $88,000 in employee remuneration expense, and increase in other

general and administrative expenses of approximately $177,000 related to increase public company expenses and increase in marketing expense

of approximately $31,000.

expense decreased to $14,446,391 for the nine months ended March 31, 2026 as compared to $53,442,499 for the nine months ended March

This decrease of approximately $38,996,000 is primarily attributable to the decrease in stock-based compensation to employees

and stock-based consulting expenses to various consultants of approximately $41,272,000, general consulting, legal, director fees and

investor relation fees of approximately $1,650,000, increase in accounting fees of approximately $55,000, increase of approximately $120,000

in employee remuneration expense, and increase in other general and administrative expenses of approximately $419,000 related to increase

public company expenses and increase in marketing expense of approximately $32,000.

Expense – Relates Party

expenses increased to $6,600 for the three months ended December 31, 2025 as compared to $5,401 for the three months ended December 31,

Occupancy expenses increased to $21,389 for the six months ended December 31, 2025 as compared to $13,718 for the six months ended

December 31, 2024.

This increase in both periods are primarily attributable to the increase of monthly rental fees as a result of the

lease renewal with the related party lessor in May 2025.

expenses increased to $10,917 for the three months ended March 31, 2026 as compared to $6,469 for the three months ended March 31, 2025.

Occupancy expenses increased to $32,306 for the nine months ended March 31, 2026 as compared to $20,187 for the nine months ended March

This increase in both periods are primarily attributable to the increase of monthly rental fees as a result of the lease renewal

with the related party lessor in May 2025.

and Development Expenses

and development expenses were decreased to $19,961 for the three months ended December 31, 2025 as compared to $54,388 for the three

months ended December 31, 2024, a decrease in research and development expenses of approximately $34,000 Research and development expenses

were decreased to $80,162 for the six months ended December 31, 2025 as compared to $116,102 for the six months ended December 31, 2024,

a decrease in research and development expenses of approximately $36,000.

research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was executed

in October 2020 to provide certain research services to the Company ending on October 2022, relating to the investigation of a fully

synthetic recombinant version of PRP.

Additionally, on July 27, 2022, the Company entered into another two-year research agreement with

the University of Jaén to provide certain research and experiment services to the Company relating to the investigation of the

effects of pancreatic proenzymes against the tumor microenvironment.

Additionally, we also allocate a portion of the management’s

salary to research and development expenses.

The overall decrease in research and development expenses is primarily related to our cost-cutting

measures due to insufficient working capital funding.

Further research and development collaborations are currently under negotiation

with the University of Jaén and other contract research organizations in preparation for upcoming available working capital for

future research and development expenses.

expense decreased to $58,955 for the three months ended December 31, 2025, as compared to $118,943 for the three months ended December

Interest expense increased to $364,604 for the six months ended December 31, 2025, as compared to $205,173 for the six months

ended December 31, 2024.

Interest expense is primarily comprised of approximately $187,000 of debt discount amortization, accretion of

put premium of approximately $37,000, default and prepayment penalty fees of approximately $53,000 and interest expense from accrual

of interest expense and other financing fees for a total of approximately $87,000 for the for the six months ended December 31, 2025.

decrease in interest expense during the three months ended December 31, 2025 of approximately $59,000 is primarily attributable to the

decrease in amortization of debt discount of approximately $41,000, and decrease of approximately $18,000 in interest expense from accrual

of interest expense and other financing fee.

increase in interest expense during the six months ended December 31, 2025 of approximately $159,000 is primarily attributable to the

increase in amortization of debt discount of approximately $53,000, increase in accretion of put premium of approximately $37,000, increase

in default and prepayment penalty fees of approximately $53,000 and increase of approximately $16,000 in interest expense from accrual

of interest expense and other financing fee.

expense decreased to $0 for the three months ended December 31, 2025 as compared to $8,559 for the three months ended December 31, 2024.

Derivative expense decreased to $0 for the six months ended December 31, 2025 as compared to $35,741 for the six months ended December

This decrease is primarily attributable to the decrease in issuance of convertible notes which initial value was bifurcated

from the embedded conversion option and was recorded as derivative expense.

and development expenses increased to $169,660 for the three months ended March 31, 2026 as compared to $54,097 for the three months

ended March 31, 2025, an increase in research and development expenses of approximately $116,000.

Research and development expenses increased

to $249,822 for the nine months ended March 31, 2026 as compared to $170,199 for the nine months ended March 31, 2025, an increase in

research and development expenses of approximately $80,000.

research and development expenses are related to the advancement of the Company’s lead asset, PRP, along with the development of

pathway into clinical development stage.

This includes preparation of PRP for a Phase 1b First-In-Human study in 30 - 40 advanced cancer

patients suffering from solid tumors.

Preparatory activities include the identification and selection of a GMP manufacturer to produce

the finished drug product for the upcoming study, initiation of method development and validation of a pharmacokinetics method to analyze

PRP in human serum and finalization of the clinical trial synopsis as well as future forecast compound demand required for GMP manufacture

for the Phase 1B study.

The Company also initiated a further two-year extension of the POP1 research program for the evaluation of a

senescence-modulating (i.e., anti-aging) compound using proenzyme technology to mitigate senescence and to complete experiments to further

support the claims of recently filed fibrosis and cancer-related patent applications.

expense decreased to $38,270 for the three months ended March 31, 2026, as compared to $104,042 for the three months ended March 31,

Interest expense increased to $402,874 for the nine months ended March 31, 2026, as compared to $309,215 for the nine months ended

March 31, 2025.

Interest expense is primarily comprised of approximately $187,000 of debt discount amortization, accretion of put premium

of approximately $37,000, default and prepayment penalty fees of approximately $53,000 and interest expense from accrual of interest

expense and other financing fees for a total of approximately $87,000 for the for the nine months ended March 31, 2026.

decrease in interest expense during the three months ended March 31, 2026 of approximately $66,000 is primarily attributable to the decrease

in amortization of debt discount of approximately $48,000, and decrease of approximately $18,000 in interest expense from accrual of

interest expense and other financing fee.

increase in interest expense during the nine months ended March 31, 2026 of approximately $94,000 is primarily attributable to the increase

in amortization of debt discount of approximately $5,000, increase in accretion of put premium of approximately $37,000, increase in

default and prepayment penalty fees of approximately $53,000.

expense decreased to $0 for the three months ended March 31, 2026 as compared to $59,271 for the three months ended March 31, 2025.

expense decreased to $0 for the nine months ended March 31, 2026 as compared to $95,012 for the nine months ended March 31, 2025.

decrease is primarily attributable to the decrease in issuance of convertible notes which initial value was bifurcated from the embedded

conversion option and was recorded as derivative expense.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities increased to a gain of $87,728 for the three months ended December 31, 2025 as compared to $13,581

for the three months ended December 31, 2024.

Change in fair value of derivative liabilities was increased to a gain of $68,022 for the

six months ended December 31, 2025 as compared to $66,368 for the six months ended December 31, 2024.

The increase in gain for the three

and six months period of approximately $74,000 and $1,700,respectively, is primarily attributable to the decrease in fair value of the

in fair value of derivative liabilities increased to a loss of $18,146 for the three months ended March 31, 2026 as compared to a gain

of $47,119 for the three months ended March 31, 2025.

Change in fair value of derivative liabilities was decreased to a gain of $49,876

for the nine months ended March 31, 2026 as compared to $113,487 for the nine months ended March 31, 2025.

The change for the three and

nine months period of approximately $65,000 and $64,000, respectively, is primarily attributable to the decrease in fair value of the

principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the decrease in number of

convertible notes which value was bifurcated from the embedded conversion option during the six months ended December 31, 2025 as compared

to the prior six month period.

convertible notes which value was bifurcated from the embedded conversion option during the nine months ended March 31, 2026 as compared

to the prior nine month period.

in Fair Value of Warrant Liability

in fair value of warrant liability increased to a gain of $593,710 for the three and six months ended December 31, 2025 as compared to

$0 for both prior periods.

The increase in gain of approximately $594,000 is primarily attributable to the decrease in fair value of

the warrant liability as a result of the decrease in our stock price during the six months ended December 31, 2025.

in fair value of warrant liability increased to a gain of $182,517 and $776,227 for the three and nine months ended March 31, 2026, respectively,

as compared to $0 for both prior periods.

The increase in gain for both periods are primarily attributable to the decrease in fair value

of the warrant liability as a result of the decrease in our stock price during the nine months ended March 31, 2026.

(Loss) on Extinguishment of Debt, net

the six months ended December 31, 2025, were principal aggregate amount of convertible notes of $145,650, accrued interest of $14,960

and conversion fees of $2,343 containing bifurcated embedded conversion option derivatives were converted into common stock.

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 into common stock.

the fair market value of the shares issued upon conversion was $293,968, resulting in a loss on extinguishment at the time of conversion

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of operations.

the six months ended December 31, 2024, notes with principal amounts totaling $49,100, accrued interest of $3,769 and conversion fees

of $2,833 containing bifurcated embedded conversion option derivatives which were converted into common stock.

Accordingly, the fair

market value of the shares issued upon conversion was $137,454, resulting in a loss on extinguishment at the time of conversion of $81,752

and $51,674 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a

net loss of $30,078 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements

of operations.

Additionally,

on January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 394,788 shares of common stock valued

at approximately $0.51 per share or $200,000 in exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484,

resulting in a loss on extinguishment of debt at the time of exchange of $74,236.

the nine months ended March 31, 2025, convertible notes containing bifurcated embedded conversion option derivatives with principal aggregate

amount of $54,850, accrued interest of $4,365 and conversion fees of $3,770 were converted into common stock.

Accordingly, the fair market

value of the shares issued upon conversion was $154,154, resulting in a loss on extinguishment at the time of conversion of $91,169 and

$73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net

loss of $17,529 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

Additionally,

Between January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000 shares of common stock to certain vendors in exchange

for payment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements.

Accordingly, the fair market

value of the shares issued was $437,500, resulting in a loss on extinguishment of debt at the time of exchange of $308,146 during the

nine months ended March 31, 2025.

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

in exchange for the total outstanding loan of $74,395.

Accordingly, the fair market value of the shares issued was $375,000, resulting

in a loss on extinguishment of debt at the time of exchange of $300,605 during the nine months ended March 31, 2025.

February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 30,000 shares of

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

Accordingly, the fair market value of

the shares issued was $300,000, resulting in a loss on extinguishment of debt at the time of exchange of $213,752 during the nine months

ended March 31, 2025.

Currency Transaction Gain (Loss)

currency transaction gain (loss) decreased to a loss of $19,497 for the three months ended December 31, 2025 as compared to $84,121 for

the three months ended December 31, 2024.

Foreign currency transaction gain (loss) decreased to a loss of $54,196 for the six months

ended December 31, 2025 as compared to $75,698 for the six months ended December 31, 2024.

This decreases is partially attributable to

the increase in exchange rates during the six months ended December 31, 2025.

loss increased to $3,091,394 for the three months ended December 31, 2025 as compared to a net loss of $430,183 for the three months

ended December 31, 2024.

Net loss increased to $7,929,132 for the six months ended December 31, 2025 as compared to a net loss of $784,493

for the six months ended December 31, 2024.

currency transaction gain (loss) increased to a gain of $35,006 for the three months ended March 31, 2026 as compared to $(12,486) for

the three months ended March 31, 2025.

Foreign currency transaction gain (loss) decreased to a loss of $19,190 for the nine months ended

March 31, 2026 as compared to $88,184 for the nine months ended March 31, 2025.

The overall decrease is partially attributable to the

increase in exchange rates during the nine months ended March 31, 2026.

loss decreased to $6,360,336 for the three months ended March 31, 2026 as compared to a net loss of $54,067,346 for the three months

ended March 31, 2025.

Net loss decreased to $14,289,468 for the nine months ended March 31, 2026 as compared to a net loss of $54,851,839

for the nine months ended March 31, 2025.

The change relates to the factors discussed above.

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of the Series C Preferred stock.

Accordingly, the Company recognized total deemed dividend of $932,246 and $0 during the three and six

months ended December 31, 2025 and 2024, respectively, and a corresponding reduction of income available to common stockholders during

the three and six months ended December 31, 2025 and 2024.

Accordingly, the Company recognized total deemed dividend of $932,246 and $0 during the nine months

ended March 31, 2026 and 2025, respectively, and a corresponding reduction of income available to common stockholders during the nine

months ended March 31, 2026 and 2025.

loss available to common stockholders

loss available to common stockholders increased to $4,023,640 for the three months ended December 31, 2025 as compared to a net loss

available to common stockholders of $430,183 for the three months ended December 31, 2024.

Net loss available to common stockholders

increased to $8,861,378 for the six months ended December 31, 2025 as compared to a net loss available to common stockholders of $784,493

for the six months ended December 31, 2024.

loss available to common stockholders decreased to $6,360,336 for the three months ended March 31, 2026 as compared to a net loss available

to common stockholders of $54,067,346 for the three months ended March 31, 2025.

Net loss available to common stockholders decreased

to $15,221,714 for the nine months ended March 31, 2026 as compared to a net loss available to common stockholders of $54,851,839 for

the nine months ended March 31, 2025.

The change relates to the factors discussed above.

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Financial Condition

of December 31, 2025, we had total assets of $15,111,532, comprised primarily of cash of $561,237 GST tax receivable of $16,994, prepaid

of March 31, 2026, we had total assets of $14,333,780, comprised primarily of cash of $443,702, GST tax receivable of $11,057, prepaid

expenses – current portion of $7,733,625, other current assets of $35,104, security deposit of $2,065, operating lease ROU asset,

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net of $59,413 and prepaid expenses – long-term of $10,925,835.

had current liabilities of $3,624,018, primarily comprised of net convertible debt of $55,000, accounts payable, accrued expenses

and accrued interest of $1,986,098, employee benefit liability of $703,190, loans payable of $65,280, loans payable – related

party of $472,083, embedded conversion option liabilities of $32,128, warrant liability of $288,635 and operating lease liability of

$21,604 as of December 31, 2025.

As compared to June 30, 2025, $5,578,240, primarily comprised of net convertible debt of $537,921,

accounts payable, accrued expenses and accrued interest of $2,926,941, employee benefit liability of $667,901, loans payable of

$65,280, loans payable – related party of $415,329, note payable, net of $543,312, embedded conversion option liabilities of

$403,892 and operating lease liability of $17,664.

had current liabilities of $3,475,628, primarily comprised of net convertible debt of $55,000, accounts payable, accrued expenses and

accrued interest of $2,039,249, employee benefit liability of $738,187, loans payable – related party of $465,282, embedded conversion

option liabilities of $50,273, warrant liability of $104,313 and operating lease liability of $23,324 as of March 31, 2026.

to June 30, 2025, $5,578,240, primarily comprised of net convertible debt of $537,921, accounts payable, accrued expenses and accrued

interest of $2,926,941, employee benefit liability of $667,901, loans payable of $65,280, loans payable – related party of $415,329,

note payable, net of $543,312, embedded conversion option liabilities of $403,892 and operating lease liability of $17,664.

have funded our operations primarily through the issuance of equity and/or convertible securities for cash.

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fees, and travel.

the six months ended December 31, 2025 we received proceeds from the sale of our common stock for approximately $3.3 million, sale of

our Series C preferred stock for approximately $950,000 and proceeds from issuance of notes of $175,000 and proceeds from issuance of

loan payable from related parties of $78,249.

the nine months ended March 31, 2026 we received proceeds from the sale of our common stock for approximately $3.3 million, sale of our

Series C preferred stock for approximately $950,000, proceeds from exercise of Series C warrants of $1,000,000 and proceeds from issuance

of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.

have substantial capital resource requirements and have incurred significant losses since inception.

As of December 31, 2025, we had

$561,237 in cash.

As of March 31, 2026, we had $443,702

We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business plan.

Such capital requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we

presently do not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources

are unavailable at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing

from financial institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain

such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting

our ability to complete ongoing activities in connection with our research and development programs.

requirements are in excess of what we have in available cash and for which we currently have commitments.

Therefore, we presently do

not have enough available cash to meet our obligations over the next 12 months.

If continued funding and capital resources are unavailable

at reasonable terms, we may curtail our plan of operations.

We will be required to obtain alternative or additional financing from financial

institutions, investors or otherwise, in order to maintain and expand our existing operations.

The failure by us to obtain such financing

would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability

to complete ongoing activities in connection with our research and development programs.

and Uses of Cash

the Six months ended

For the Nine months ended March 31,

Net cash used in operating activities

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Cash Flow from Operating Activities

cash used in operating activities was $2,938,207 for the six months ended December 31, 2025, due to our net loss of $7,929,132 offset

cash used in operating activities was $4,080,653 for the nine months ended March 31, 2026, due to our net loss of $14,289,468 offset

primarily non-cash charges of amortization of debt discount of $198,362, accretion of put premium of $37,450, non-cash interest expense

of $5,843, total stock-based expenses of $5,496,367, foreign currency transaction loss of $54,196, and change in fair value of derivatives

of $68,022 and warrant liability of $593,710, addback gain from extinguishment of debt of $210,178.

Net changes in operating assets and

liabilities totaled $661,280, which is primarily attributable to an increase in prepaid expenses of $28,590, decrease in accounts payable

of $310,368, and decrease in accrued expenses and other payables of $351,663.

cash used in operating activities was $216,786 for the six months ended December 31, 2024, due to our net loss of $784,493 offset primarily

by non-cash charges of amortization of debt discount of $133,644, non-cash interest expense of $4,582, derivative expense of $35,741,

foreign currency transaction loss of $75,698, and gain from extinguishment of debt of $30,078 addback change in fair value of derivatives

Net changes in operating assets and liabilities totaled $329,466, which is primarily attributable to an increase in accrued

interest of $49,350, increase in accounts payable of $102,374 and increase in accrued expenses and other payables of $166,993.

of $5,843, total stock-based expenses of $11,581,251, and foreign currency transaction loss of $19,190, addback gain from extinguishment

of debt of $135,943 and change in fair value of derivatives of $49,876 and warrant liability of $776,227.

Net changes in operating assets

and liabilities totaled $687,555, which is primarily attributable to an increase in prepaid expenses of $68,669, decrease in accounts

payable of $335,235, and decrease in accrued expenses and other payables of $308,783.

cash used in operating activities was $312,982 for the nine months ended March 31, 2025, due to our net loss of $54,851,839 offset primarily

by non-cash charges of amortization of debt discount of $193,283, non-cash interest expense of $5,519, total stock-based expenses of

$52,853,115, derivative expense of $95,012, foreign currency transaction loss of $88,184, and loss from extinguishment of debt of $840,032

addback change in fair value of derivatives of $113,487.

Net changes in operating assets and liabilities totaled $562,247, which is primarily

attributable to an increase in accrued interest of $89,179, increase in accounts payable of $118,706 and increase in accrued expenses

and other payables of $342.

Cash Flow from Investing Activities

cash used in investing activities was $4,758 for the six months ended December 31, 2025, related to purchase of equipment, as compared

to $0 for the six months ended December 31, 2024.

cash used in investing activities was $4,912 for the nine months ended March 31, 2026, related to purchase of equipment, as compared

to $0 for the nine months ended March 31, 2025.

Cash Flow from Financing Activities

cash provided by financing activities for the six months ended December 31, 2025 was $3,491,871.

During the six months ended December

cash provided by financing activities for the nine months ended March 31, 2026 was $4,473,485.

During the nine months ended March 31,

2026 we received net proceeds from sales of our common stock for $3,314,458 and Series C preferred stock for $950,099, proceeds from

issuance of notes of $175,000 and proceeds from issuance of loan from related parties of $78,249 offset by repayment of notes of $875,127

and loans payable – related party of $150,808.

cash provided by financing activities for the six months ended December 31, 2024 was $270,515.

During the six months ended December 31,

exercise of Series C warrants of $1,000,000, proceeds from issuance of notes of $175,000 and proceeds from issuance of loan from related

parties of $78,249 offset by repayment of notes of $875,127 and loans payable – related party of $169,194.

cash provided by financing activities for the nine months ended March 31, 2025 was $418,000.

During the nine months ended March 31, 2025

we received net proceeds from issuance of convertible notes of $150,000, proceeds from a note of $145,000 and proceeds from issuance

of loan from related parties of $278,915 offset by repayment of notes of $98,400 and deferred offering cost of $25,000.

of loan from related parties of $294,400 offset by repayment of notes of $98,400, convertible note of $8,000 and deferred offering cost

of Exchange Rate

effect of the exchange rate on cash resulted in a $243 positive adjustment to cash flows in the six months ended December 31, 2025 as

compared to a $60,181 negative adjustment to cash flows in the six months ended December 31, 2024.

The reason for the fluctuation is

due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period

and the daily fluctuation in exchange rates.

effect of the exchange rate on cash resulted in a $43,694 positive adjustment to cash flows in the nine months ended March 31, 2026 as

compared to a $75,343 negative adjustment to cash flows in the nine months ended March 31, 2025.

The reason for the fluctuation is due

to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period and

the daily fluctuation in exchange rates.

Accounting Estimates

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record a net gain or loss on debt extinguishment.

The Company accounts for the Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815

“Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must

be recorded as a liability.

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

instruments to fair value at each reporting period.

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

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

The fair value of these warrants

is estimated using a Monte Carlo simulation model.

Such warrant classification is also subject to re-evaluation at each reporting period.

expenses – current portion and long-term portion consist primarily of costs paid for future services which will occur between 1

6 unchanged sentences

Concern Qualification

did not generate any revenue for the six months ended December 31, 2025 and 2024 and have incurred significant losses and cash used in

did not generate any revenue for the nine months ended March 31, 2026 and 2025 and have incurred significant losses and cash used in

operations, and such losses and use of cash are expected to continue.

24 unchanged sentences

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 2. Management’s Discussion and Analysis