What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-09-25 compared with 2025-09-29 · 209 added, 144 removed, 170 unchanged (67% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set

forth in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and

Supplementary Data” of this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current

expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and

the timing of events could differ materially from those anticipated in these forward-looking statements because of several factors.

See “Forward-Looking Statements” on page 3 of this Annual Report on Form 10-K.

As used herein, references to the

“Company,” “Propanc,” “we,” “our,” and “us” refer to Propanc Biopharma,

and its consolidated subsidiary, unless otherwise indicated.

should read the following discussion and analysis of our business and results of operations in conjunction with the information set forth

in our consolidated financial statements and notes thereto appearing under Part II, Item 8, “Financial Statements and Supplementary

Data” of this Annual Report on Form 10-K.

Our discussion includes forward-looking statements based upon current expectations that

involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of events

could differ materially from those anticipated in these forward-looking statements because of several factors.

See “Forward-Looking

Statements” on page 3 of this Annual Report on Form 10-K.

As used herein, references to the “Company,” “Propanc,”

“we,” “our,” and “us” refer to Propanc Biopharma, Inc.

and its consolidated subsidiary, unless otherwise

Dollars are denoted herein by “USD,” “$” and “dollars”.

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the accompanying notes included elsewhere in this filing.

The discussion and analysis below are based on comparisons between our

historical financial data for different periods and include certain forward-looking statements about our business, operations, and financial

These forward-looking statements are subject to risks, uncertainties, assumptions, and other factors described in “Risk

Factors.” Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements.

“Special Note Regarding Forward-Looking Statements.”

The discussion and analysis below are based on comparisons between our historical

financial data for different periods and include certain forward-looking statements about our business, operations, and financial performance.

These forward-looking statements are subject to risks, uncertainties, assumptions, and other factors described in “Risk Factors.”

Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements.

Note Regarding Forward-Looking Statements.”

caution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur,

that could impact our business.

We undertake no obligation to publicly update or revise these statements, whether because of new

information, future events or otherwise, except to the extent required by the federal securities laws.

information contained in this discussion and elsewhere in this filing may include “forward-looking statements” within

the meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act.

We undertake no obligation to publicly update or revise these statements, whether because of new information,

future events or otherwise, except to the extent required by the federal securities laws.

information contained in this discussion and elsewhere in this filing may include “forward-looking statements” within the

meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act.

The safe harbor

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are also subject to other risks detailed from time to time in our other filings with the SEC and elsewhere in this filing.

or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking

statements made by us ultimately prove to be accurate.

Our actual results, performance and achievements could differ materially from

those expressed or implied in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking

statements, whether from new information, future events or otherwise.

are also subject to other risks detailed from time to time in our other filings with SEC and elsewhere in this filing.

more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking

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statements, whether from new information, future events or otherwise.

are also subject to other risks detailed from time to time in our other filings with SEC and elsewhere in this filing.

Any one or more

of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements

made by us ultimately prove to be accurate.

Our actual results, performance and achievements could differ materially from those expressed

or implied in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statements,

whether from new information, future events or otherwise.

Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007, as Propanc PTY LTD.

On November 23, 2010,

Propanc Health Group Corporation was incorporated in the State of Delaware and in January 2011;

to reorganize our Company, we

acquired all the outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly owned

Effective April 20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current

stage of operations and development.

On November 23, 2010, Propanc

Health Group Corporation was incorporated in the State of Delaware and in January 2011;

to reorganize our Company, we acquired all the

outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly owned subsidiary.

Effective April

20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current stage of operations and development.

are a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering from

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Utilizing our scientific and oncology consultants, we have developed a rational, composite

formulation of anti-cancer compounds, which together exert several effects designed to control or prevent tumors from recurring and

spreading through the body.

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

inactive precursors of enzymes.

formulation of anti-cancer compounds, which together exert several effects designed to control or prevent tumors from recurring and spreading

through the body.

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

of Operations

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Administration

expense increased to $670,607 for the year ended June 30, 2026 as compared to $108,950 for the year ended June 30, 2025.

This increase

of approximately $562,000 is primarily attributable to the increase in public company expenses of approximately $113,000, business franchise

tax of approximately $200,000, insurance expense of approximately $58,000, travel expenses of approximately $144,000 and marketing expense

of approximately $32,000.

The overall increase in administration expenses during fiscal year 2026 was primarily attributable to increased

costs associated with the Company’s listing on the Nasdaq Capital Market, including higher regulatory and compliance costs, insurance

expenses, and other public company-related expenditures.

and Related Taxes

and related taxes increased to $2,275,937 for the year ended June 30, 2026 as compared to $23,296,390 for the year ended June 30, 2025.

This decrease of approximately $21,020,000 is primarily attributable to the decrease in stock-based compensation expenses of approximately

$21,260,000 to our officer and an employee offset by increase in bonus of our CEO and increase in base salary of an employee during the

year ended June 30, 2026.

and Consulting Expense

and consulting expenses decreased to $14,572,616 for the year ended June 30, 2026 as compared to $33,623,000 for the year ended June

This decrease of approximately $19,050,000 is primarily attributable to the decrease in stock-based consulting and stock-based

legal services of approximately $21,217,000 offset by primarily by increases in general consulting and investor relations expenses of

approximately $1,582,000, increase in legal fees of approximately $380,000, increase director fees of approximately $145,000 and increase

in accounting fees of approximately $60,000.

The overall increase in professional and consulting expenses during fiscal year 2026 was

primarily attributable to increased costs associated with the Company’s listing on the Nasdaq Capital Market, including higher

consulting fees and other costs associated with the preparation and filing of registration statements.

expenses increased to $40,932 for the year ended June 30, 2026 as compared to $26,560 for the year ended June 30, 2025.

increase of approximately $55,774,000 is primarily attributable to the increase in stock-based compensation expenses of

approximately $37,800,000 to our officers and an employee, stock based consulting and legal services of approximately $18,169,000,

increase of approximately $1,000 in employee remuneration expense, and increase in other general and administrative expenses of

approximately $1,000 offset by decrease of approximately $103,000 in general consulting, legal and investor relation fees, decrease

in accounting fees of approximately $4,000, and decrease in marketing expense of approximately $90,000.

expenses decreased to $26,560 for the year ended June 30, 2025, as compared to $34,150 for the year ended June 30, 2024.

This decrease

of approximately $8,000 is primarily attributable to exchange rate movements over the period when compared to the same period in 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.

and Development Expenses

and development expenses decreased to $223,721 for the year ended June 30, 2025 as compared to $248,102 for the year ended June

30, 2024, a decrease in research and development expenses of approximately $24,000.

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 lack of 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.

and development expenses increased to $625,477 for the year ended June 30, 2026 as compared to $223,721 for the year ended June 30, 2025,

an increase in research and development expenses of approximately $402,000.

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 $430,539 for the year ended June 30, 2026, as compared to $563,757 for the year ended June 30, 2025.

Interest expense

is primarily comprised of approximately $304,000 of debt discount amortization and $255,000 of interest expense from accrual of interest

expense and other financing fees for the year ended June 30, 2025.

This decrease in interest expense of approximately $102,000 is primarily

attributable to the increase decrease of approximately $280,000 in accretion of put offset by increase in amortization of debt discount

of approximately $10,000 and increase in accrual of interest expense of approximately $176,000.

expenses were increased to $333,596 for the year ended June 30, 2025, as compared to expense of $141,012 for the year ended June 30,

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

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

is primarily comprised of approximately $210,000 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 of

approximately $131,000 for the year ended June 30, 2026.

This decrease in interest expense of approximately $133,000 was primarily attributable

to the decrease in amortization of debt discount of approximately $93,000, and decrease in overall interest expense due to the repayments

of all convertible notes, notes payable and loans payable.

expense decreased to $0 for the year ended June 30, 2026 as compared to a loss of $333,596 for the year ended June 30, 2025.

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.

in Fair Value of Derivative Liabilities

in fair value of derivative liabilities decreased to a gain of $212,450 for the year ended June 30, 2025, as compared to a gain of

$316,537 for the year ended June 30, 2024.

This decrease of approximately $104,000 is primarily attributable to the decrease

in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives because of the

decrease in stock prices during the year ended June 30, 2025.

in fair value of derivative liabilities decreased to a gain of $13,709 for the year ended June 30, 2026 as compared to $212,450 for the

year ended June 30, 2025.

This decrease in gain of approximately $199,000 is primarily attributable 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 year ended June 30, 2026.

in Fair Value of Warrant Liability

in fair value of warrant liability increased to a loss of $99,695 for the year ended June 30, 2026, respectively, as compared to $0 for

the prior period.

The increase in loss is primarily attributable to the increase in fair value of the warrant liability as a result of

the decrease in our stock price during the year ended June 30, 2026.

(Loss) on Extinguishment of Debt, net

the year ended June 30, 2026, convertible notes with principal aggregate amount of convertible notes of $200,650, accrued interest of

$20,003 and conversion fees of $3,280 containing bifurcated embedded conversion option derivatives were converted into common stock.

Accordingly, the fair market value of the shares issued upon conversion was $444,258, resulting in a loss on extinguishment at the time

of conversion of $220,325 and $390,182 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion,

resulting in a net gain of $169,857 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements

of operations.

Additionally,

on January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock valued

at approximately $13 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.

We also repaid in cash the principal balance of a certain

convertible note and as a result $37,450 of the put premium was recorded into gain on extinguishment of debt during the year ended June

the year ended June 30, 2025, convertible notes containing bifurcated embedded conversion option derivatives with principal aggregate

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Those shares were valued at an average

price of $8.58 or $437,500, being the closing prices of the stock on the date of grants.

Common stock issuable of 7,750 shares shall

be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor.

Accordingly, the fair

market value of the shares issued and issuable was $468,500, resulting in a loss on extinguishment of debt at the time of exchange of

$339,146 during the year ended June 30, 2025.

price of approximately $214 or $437,500, being the closing prices of the stock on the date of grants.

Common stock issuable of 310 shares

shall be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor.

Accordingly, the

fair market value of the shares issued and issuable was $468,500, resulting in a loss on extinguishment of debt at the time of exchange

of $339,146 during the year ended June 30, 2025.

January 23, 2025, the Company entered into a debt exchange agreement with the former director and issued 1,200 shares of common stock

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June 30, 2025.

the year ended June 30, 2024, convertible notes with principal aggregate amount of convertible notes of $130,800, accrued interest of

$8,700 and conversion fees of $3,832 containing bifurcated embedded conversion option derivatives were converted into common stock.

the fair market value of the shares issued upon conversion was $352,565, resulting in a loss on extinguishment at the time of conversion

of $209,233 and $263,798 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting

in a net loss of $54,565 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.

expense increased to $320,000 for the year ended June 30, 2026 as compared to $0 for the year ended June 30, 2025.

The increase is primarily

attributable to the following:

On January 23, 2026, we entered into a settlement agreement and release with an underwriter pursuant to which we agreed that, during

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

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

terms of the settlement agreement, we agreed to pay an initial settlement amount of $50,000, as well as 4% of the gross proceeds received

from any additional closings.

During the year ended June 30, 2026, we paid $170,000 as settlement fee.

On June 30, 2026, we entered into a settlement agreement and release with an investor, pursuant to which

the both parties agreed to resolve the disputed claims, in exchange for dismissal and complete release of all claims, the Company

(i) make a cash payment of $75,000;

and (ii) issue common shares which, on the date of issuance,

have an aggregate value of $75,000 (the “Settlement Payment”) During the year ended June 30, 2026, we recognized $150,000

of settlement expenses.

Currency Transaction Gain

currency transaction gain (loss) decreased to a loss of $(89,243) for the year ended June 30, 2025, as compared to a gain of $22,080

for the year ended June 30, 2024.

This decrease of approximately $111,000 is partially attributable to the decrease in exchange

rates during the year ended June 30, 2025.

loss increased to $58,923,300 for the year ended June 30, 2025, as compared to a net loss of $1,820,528 for the year ended June 30,

currency transaction gain (loss) increased to a gain of $32,152 for the year ended June 30, 2026 as compared to a loss of $(89,243) for

the year ended June 30, 2025.

This increase of approximately $121,000 is partially attributable to the increase in exchange rates during

the year ended June 30, 2026.

loss decreased to $18,862,710 for the year ended June 30, 2026 as compared to a net loss of $58,923,300 for the year ended June 30, 2025.

The change relates to the factors discussed above.

Company recognized the value of the effect of a down-round feature related to our Series A warrants when triggered.

Upon the occurrence

of the triggering event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature

as the difference between the fair value of the warrants without the down round feature or before the strike price reduction and the

fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered.

the Company recognized deemed dividends of $0 and $192,960 during the year ended June 30, 2025, and 2024, respectively, with a

corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the

year ended June 30, 2024.

Company paid legal fees related to the sale of our Series C preferred stock of $50,000 and accreted $882,246 up to the redemption value

of the Series C Preferred stock.

Accordingly, the Company recognized total deemed dividend of $932,246 and $0 during the years ended

June 30, 2026 and 2025, respectively, and a corresponding reduction of income available to common stockholders during the years ended

June 30, 2026 and 2025.

loss available to common stockholders

loss available to common stockholders increased to $58,923,300 for the year ended June 30, 2025, as compared to a net loss available

to common stockholders of $2,013,488 for the year ended June 30, 2024.

This increase of approximately $56,910,000 is primarily

attributable to the change relates to the factors discussed above.

loss available to common stockholders increased to $19,794,956 for the year ended June 30, 2026 as compared to a net loss available to

common stockholders of $58,923,300 for the year ended June 30, 2025.

This decrease of approximately $39,000,000 is primarily attributable

to the change relates to the factors discussed above.

and Capital Resources

Financial Condition

of June 30, 2025, we had total assets of $19,631,808, comprised primarily of cash of $12,088, GST tax receivable of $5,302, prepaid expenses

– current portion of $8,334,046, other current assets of $1,380, security deposit of $1,971, deferred offering cost of $291,773,

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

As of June 30, 2024, we had total assets

of $72,365, comprised primarily of cash of $21,085, GST tax receivable of $2,950, prepaid expenses and other current assets of $1,406,

deferred offering cost of $27,117, security deposit of $2,008, and operating lease ROU asset, net of $17,799.

had current liabilities of $5,578,240, primarily comprised of net convertible debt of $537,921, accounts payable and accrued

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

of June 30, 2026, we had total assets of $12,799,912, comprised primarily of cash of $832,006, GST tax receivable of $13,694, prepaid

expenses – current portion of $7,661,967, other current assets of $34,923, security deposit of $2,074, operating lease ROU asset,

net of $40,790, property and equipment, net of $3,915 and prepaid expenses – long-term of $4,190,543.

As compared to June 30, 2025,

we had total assets of $19,631,808, comprised primarily of cash of $12,088, GST tax receivable of $5,302, prepaid expenses – current

portion of $8,334,046, other current assets of $1,380, security deposit of $1,971, deferred offering cost of $291,773, operating lease

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

had current liabilities of $3,354,433, primarily comprised of accounts payable and accrued expenses of $2,115,097, employee benefit liability

of $754,038, loans payable – related party of $460,809, and operating lease liability of $24,489 as of June 30, 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.

as of June 30, 2025.

As compared to June 30, 2024, we had current liabilities of $3,792,780, primarily comprised of net convertible

debt of $399,325, accounts payable and accrued expenses of $2,100,135, employee benefit liability of $639,371, loans payable of

$145,091, loans payable – related party of $71,629, note payable, net of $204,694 and embedded conversion option liabilities

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

The cash was used primarily

for payments for research and development, administration expenses, occupancy expenses, professional fees, consultants and travel.

the year ended June 30, 2025, we received proceeds from issuance of notes of $320,000, proceeds from convertible notes of $222,500,

proceeds from issuance of loans payable from related parties of $343,700 and repaid convertible note and notes payable for a total

During the year ended June 30, 2024, we received proceeds from sale of common stock of $23,057, proceeds from issuance of notes of $190,000,

proceeds from convertible notes of $567,050, proceeds from issuance of loans payable including to related parties for a total of $304,696,

and repaid convertible note of $142,909.

for payments for research and development, compensation expenses, administration expenses, occupancy expenses, professional and consulting

fees, and travel.

the year ended June 30, 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 $3,000,000 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.

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and Uses of Cash

For the years ended

the years ended

Net cash used in operating activities

$ (5,682,635 )

Net cash used in investing activities

Net cash provided by financing activities

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cash used in operating activities was $5,682,635 for the year ended June 30, 2026, due to our net loss of $18,862,710 offset primarily

non-cash charges of amortization of debt discount of $210,076, accretion of put premium of $37,450, non-cash interest expense of $6,781,

change in fair value of warrant liability of $99,695, total stock-based expenses for services of $13,492,240, and stock-based settlement

of $75,000, addback foreign currency transaction loss of $32,152, loss from extinguishment of debt of $133,071 and change in fair value

of derivatives of $13,709.

Net changes in operating assets and liabilities totaled $584,938, which is primarily attributable to an increase

in prepaid expenses of $41,121, decrease in accounts payable of $183,012, and decrease in accrued expenses and other payables of $401,049

offset by increase in employee benefit liability of $51,476.

cash used in operating activities was $405,168 for the year ended June 30, 2025, due to our net loss of $58,923,300 offset primarily

by non-cash charges of amortization of debt discount of $303,563, non-cash interest expense of $5,519, total stock-based expenses of

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expenses and other payables of $677,889.

cash used in operating activities was $935,118 for the year ended June 30, 2024, due to our net loss of $1,820,528 offset primarily by

non-cash charges of amortization of debt discount of $294,005, non-cash interest expense of $3,832, accretion of put premium of $279,711,

derivative expense of $141,012, addback change in fair value of derivatives of $316,537, foreign currency transaction gain of $22,080,

and gain from extinguishment of debt of $54,565.

Net changes in operating assets and liabilities totaled $538,376, which is primarily

attributable to increase accrued interest of $78,733, increase in accounts payable of $242,408, and increase in accrued expenses and

other payables of $209,962.

Cash Flow from Investing Activities

cash used in investing activities was $4,933 for the year ended June 30, 2026, related to purchase of equipment, as compared to $0 for

the year ended June 30, 2025.

Cash Flow from Financing Activities

cash provided by financing activities for the year ended June 30, 2026 were $6,457,298 as compared to $490,756 for the year ended June

During the year ended June 30, 2024 we received net proceeds from issuance of convertible notes of $222,500, proceeds from

a note of $320,000 and proceeds from issuance of loan from related parties of $343,700 offset by repayment of notes of $122,788 and

convertible note of $8,000 and deferred offering cost of $264,656.

During the year ended June 30, 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 exercise of Series C warrants of $3,000,000, 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

cash provided by financing activities for the year ended June 30, 2025 was $490,756.

During the year ended June 30, 2025 we received

net proceeds from issuance of convertible notes of $567,050, proceeds from issuance of note of $190,000, total proceeds from issuance

of loans including from a related party of $304,696, proceeds from the sale of shares of our common stock of $23,057 offset by repayment

of convertible note of $142,909.

net proceeds from issuance of convertible notes of $222,500, proceeds from a note of $320,000 and proceeds from issuance of loan from

related parties of $343,700 offset by repayment of notes of $122,788 and convertible note of $8,000 and deferred offering cost of $264,656.

of Exchange Rate

effect of the exchange rate on cash resulted in a $94,585 negative adjustment to cash flows in the year ended June 30, 2025 as compared

to a $4,262 positive adjustment to cash flows in the year ended June 30, 2024.

effect of the exchange rate on cash resulted in a $50,188 positive adjustment to cash flows in the year ended June 30, 2026 as compared

to a $94,585 negative adjustment to cash flows in the year ended June 30, 2025.

The reason for the fluctuation is due to the application

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record a net gain or loss on debt extinguishment.

Prepaid expenses – current portion and long-term portion of $8,334,046 and $10,925,835, respectively, at June 30, 2025, consist

primarily of costs paid for future services which will occur between 6 months to three years.

Prepaid expenses principally include prepayments

in fully vested, non-forfeitable equity instruments for general consulting, investor relations, and business advisory services, which

are being amortized over the terms of their respective agreements.

The Company accounted 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 classified these warrant instruments as liabilities at fair value and adjusts

the instruments to fair value at each reporting period.

This liability was 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 was estimated using a Monte Carlo simulation model.

Such warrant classification was also subject to re-evaluation at

each reporting period.

C Preferred Stock Subject to Possible Redemption:

The Company accounted for its Series C Convertible Preferred Stock subject to

possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.”

Conditionally redeemable Series C Preferred stock that features mandatory redemption rights not solely within the Company’s

control is classified as temporary equity.

The Company’s Series C Preferred stock features certain redemption rights that are

considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, Series C

preferred stock subject to possible redemption was presented at redemption value as temporary equity, outside of the

stockholders’ equity section of the Company’s consolidated balance sheets.

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

month to three years.

Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity instruments for general

consulting, investor relations, and business advisory services, which are being amortized over the terms of their respective agreements.

Accounting Pronouncements

9 unchanged sentences

of the fiscal years ended June 30, 2026 and 2025.

In addition, we have convertible debt that is past maturity

In addition, we have negative working capital and convertible debt that is past maturity

that we are currently negotiating with lenders in order to amend the maturity dates.

18 unchanged sentences

However, there can be no assurances that any or all of these endeavors will be successful.

August 18, 2025, the Company sold 1,000,000 shares of common stock for total gross proceeds of $4,000,000.

After deducting the underwriting

commissions and offering expenses, the Company received net proceeds of $3,340,000.

the year ended June 30, 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 $3,000,000 and proceeds from issuance of

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

Sheet Arrangements

4 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-K

Item 7. Management’s Discussion and Analysis