What changed in this filing

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Item 9A. Controls and Procedures

2026-09-25 compared with 2025-09-29 · 423 added, 489 removed, 603 unchanged (60% of the section changed)

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Weaknesses and Corrective Actions

connection with the audit of our financial statements for the fiscal year ended June 30, 2025, we identified certain deficiencies

relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public

Company Accounting Oversight Board (the “PCAOB”).

The PCAOB defines a material weakness as a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A deficiency in internal

control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their

assigned functions, to prevent or detect misstatements on a timely basis.

connection with the audit of our financial statements for the fiscal year ended June 30, 2026, we identified certain deficiencies relating

to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company

Accounting Oversight Board (the “PCAOB”).

The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

A deficiency in internal control exists when

the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions,

to prevent or detect misstatements on a timely basis.

following material weaknesses in our internal control over financial reporting continued to exist at June 30, 2026:

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believe that these material weaknesses primarily relate, in part, to the lack of robust accounting systems.

plan to take several actions to correct these material weaknesses including, but not limited to, establishing an audit committee of

our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and

retaining third-party consultants to review our internal controls and recommend improvements.

We have also defined the chief

financial officer’s role as full-time as the next step in building our accounting department.

to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our

internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or

(3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our

annual or interim financial statements.

In addition, other material weaknesses may be identified in the future.

If we are unable to

correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial

information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected.

failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors to lose confidence in

our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and

adversely impact our business and financial condition.

plan to take several actions to correct these material weaknesses including, but not limited to, adding experienced accounting and financial personnel and retaining

third-party consultants to review our internal controls and recommend improvements.

We have also defined the chief financial officer’s

role as full-time as the next step in building our accounting department.

We will need to take additional measures to fully mitigate

these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address

the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other

material weaknesses will not result in a material misstatement of our annual or interim financial statements.

In addition, other material

weaknesses may be identified in the future.

If we are unable to correct deficiencies in internal controls in a timely manner, our ability

to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms

of the SEC will be adversely affected.

This failure could negatively affect the market price and trading liquidity of our Common Stock,

cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties,

and generally materially and adversely impact our business and financial condition.

Report of the Independent Registered Public Accounting Firm

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Other Information.

10b5-1 Trading Arrangements

the fiscal year ending June 30, 2026, to the Company’s knowledge, none of the Company’s directors or officers (as defined

in Exchange Act Rule 16a-1(f)) adopted or terminated a “Rule 10b5–1 trading arrangement” or a “non-Rule 10b5–1

trading arrangement,” each as defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdiction That Prevent Inspections.

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following table sets forth certain information regarding our current executive officers and directors as of September 23, 2026:

Executive Officer, and Director

Financial Officer

Julian Kenyon

VanBroekhoven

James Nathanielsz

Chief Executive Officer, Director

Jeaninne Zimmerman

Chief Financial Officer

Josef Zelinger

Independent Director

Carlo Campiciano

Independent Director

following is a biographical summary of the experience of each of our executive officers and directors:

Nathanielsz has served as Chief Executive Officer and director of our Company since its inception and has served as our Chief

Financial Officer since December 2020.

He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our

Australian subsidiary, since October 2007.

Nathanielsz has served as Chief Executive Officer and director of our Company since its inception, and has served as our Chief Financial

Officer since December 2020.

He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our Australian subsidiary,

since October 2007.

From July 2006 until October 2007, Mr.

Nathanielsz served as the New Products Manager of

Biota Holdings Limited, an anti-infective drug development company in Australia.

He holds no other public directorships and has not

held any others during the previous five years.

Nathanielsz served as the New Products Manager of Biota Holdings Limited,

an anti-infective drug development company in Australia.

He holds no other public directorships and has not held any others during the

previous five years.

Nathanielsz graduated with a Bachelor of Applied Science from Swinburne University of Technology in Melbourne, Australia, majoring in

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has vast experience with small and large organizations, with an extensive knowledge of the Accounting Standards Codification.

Julian Kenyon has served director of our Company and as Scientific Director since inception and has served as our non-executive

Chief Scientific Officer since May 2019.

Kenyon co-founded Propanc PTY LTD, our Australian subsidiary, and was appointed as a

director of Propanc PTY LTD on February 12, 2008.

Since 2000, Dr.

Kenyon has served as an integrated medical physician and Medical

Director of the Dove Clinic for Integrated Medicine in Winchester and London.

He holds no other public directorships and has not

held any others during the previous five years.

Kenyon graduated from the University of Liverpool with a Bachelor of Medicine and Surgery and with a research degree, Doctor of Medicine.

Since 1972, he has served as a Primary Fellow of the Royal College of Surgeons, Edinburgh.

board of directors has concluded that Dr.

Kenyon is well-qualified to serve on our board of directors and has the requisite qualifications,

skills and perspectives based on, among other factors, his position with Propanc PTY LTD.

Zelinger has served as director of our Company since December 2020.

Ralf Brandt is a pharmaceutical and oncology research executive with over thirty years of experience in drug discovery, oncology,

angiogenesis, and pre-clinical development.

He has held senior leadership roles including CEO and Founder of vivoPharm Pty Ltd and vivoPharm

Global Pty Ltd, President Discovery at CGIX and VYANT Bio Inc., and executive positions at Novartis and Bionomics Ltd.

advanced more than 50 compounds to clinical studies by generating and presenting non-clinical data to client and/or regulatory bodies,

holds five international patents, and authored 27 peer-reviewed publications and several book chapters.

He is an expert in in-vivo and

in-vitro pharmacology, cell biology, animal model development, GLP compliance, and translational research, and serves on several scientific

advisory boards globally including Propanc Biopharma Inc.

He earned his PhD in Biochemistry from the Max-Delbrück Center for Molecular

Medicine, Berlin, and has received multiple awards including the prestigious Fogarty Fellowship (NIH, USA).

Zelinger has served as a director of our Company since December 2020.

He holds no other public directorships and has not held any

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is a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management consulting.

Zelinger also has significant expertise in property management and import/export businesses, and he currently serves as a

director of Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides

tax and accounting services as a sole trader.

Zelinger also has significant expertise in property management and import/export businesses and he currently serves as a director of

Aggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting

services as a sole trader.

Zelinger commenced his career as an accountant at L.M.

Stanton & Partners -

Chartered Accountants, subsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a

director, where he served in such roles until 1983.

Stanton & Partners - Chartered Accountants,

subsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a director, where he served in

such roles until 1983.

the mid-1980s, Mr.

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As Vyteris Inc.’s Chief Financial Officer and member of its management team, Mr.

supervised the preparation of financial statements, developed corporate-wide business strategies, was a member of Vyteris’

business development team, and managed the company’s relationships with its bankers, board of directors and investors.

member of Vyteris business development team, Mr.

Himy acquired the licenses for complementary drug delivery technologies, introduced

Vyteris to an international pharmaceutical to evaluate its infertility technology and was involved in the due diligence and analysis

of acquiring other drug delivery technologies.

Himy previously held the position of manager of financial reporting at LeCroy

Corporation, where he was responsible for implementation of Sarbanes Oxley 404, corporate governance and regulatory compliance in

addition to treasury operations and investor relations.

supervised the preparation of financial statements, developed corporate-wide business strategies, was a member of Vyteris’ business

development team, and managed the company’s relationships with its bankers, board of directors and investors.

As a member of Vyteris

business development team, Mr.

Himy acquired the licenses for complementary drug delivery technologies, introduced Vyteris to an international

pharmaceutical to evaluate its infertility technology and was involved in the due diligence and analysis of acquiring other drug delivery

technologies.

Himy previously held the position of manager of financial reporting at LeCroy Corporation, where he was responsible

for implementation of Sarbanes Oxley 404, corporate governance and regulatory compliance in addition to treasury operations and investor

Before that, Mr.

Himy directed the rapid expansion of Delta Three,

Inc.’s foreign subsidiary, from 5 to 75 employees in his capacity there as Financial Manager.

Himy directed the rapid expansion of Delta Three, Inc.’s foreign subsidiary from 5 to 75 employees

in his capacity there as Financial Manager.

Himy is the managing director of the CFO Squad.

The CFO Squad is a financial and business advisory firm providing outsourced CFO

advisory and regulatory consulting services for private and public companies.

The CFO Squad services include a wide scope of

accounting functions including SEC services, advisory board services, tax advisory services, management consulting services,

regulatory consulting, infrastructure development, internal control evaluations and retainer CFO assignments, etc.

advisory and regulatory consulting services private and public companies.

The CFO Squad services include a wide scope of accounting functions

including, SEC services, advisory board services, tax advisory services, management consulting services, regulatory consulting, infrastructure

development, internal control evaluations and retainer CFO assignments, etc.

board of directors has concluded that Mr.

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financial officer with diverse companies and his other relevant qualifications, skills and perspectives based upon his professional experience.

Van Broekhoven Director

Dr Annie Van Broekhoven received her Ph.D in Cell Biology from the University of Antwerp in 1978.

She is the former CEO of Q-Biologicals

and has been active in the production of biological materials under cGMP for more than 20 years.

Besides this, she is a Professor at

the University of Antwerp, Belgium, where she is teaching industrial biotechnology and microbiology.

She has been a WP-leader in the

EU FP7 project entitled “Child-Innovac” where she was responsible for the process development, cGMP production and release

of a live attenuated Bordetella pertussis vaccine which has been used in the Child-Innovac clinical trials.

board of directors has concluded that Dr.

Van Broekhoven is well-qualified to serve on our board of directors due to her experience and

leadership in the biotechnology industry and experience with clinical trials as well as her other relevant qualifications, skills and

perspectives based upon her professional experience.

Campiciano is a qualified accountant and member of the Institute of Public Accountants in Australia, and has extensive business experience

in taxation, finance operations, planning and financial strategy.

Campiciano obtained a Master of Entrepreneurship and Innovation

from Swinburne University of Technology, Graduate Diploma in Computing from Monash University Caulfield (formerly Caulfield Institute

of Technology) as well as a Bachelor of Business (Accounting) from RMIT University and Certificate in Corporate Governance from the Governance

Campiciano also holds US GAAP certification.

Campiciano has been the CFO and Company Secretary of MedAdvisor Limited,

a company listed on the Australian Securities Exchange (ASX).

Campiciano was part of the foundation team that launched MedAdvisor

in 2012 and since its launch has been key in raising several rounds of capital, as well as the company’s listing on the ASX in

December 2015.

As part of the executive team of MedAdvisor, Mr.

Campiciano has been instrumental in the strategic and operational development

of the business, which included seeing MedAdvisor expand its operations to be a market leader in Australia as well as establishing the

business in the USA and Asia.

Additionally, Mr.

Campiciano spent twelve years lecturing in venture finance in the Masters of Entrepreneurship

and Innovation program at the Swinburne Graduate School of Entrepreneurship.

directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed

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directors or executive officers.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to applicable SEC rules and regulations and pursuant to NASDAQ Rule 5605.

In making this determination, our board of

directors considered the relationships that such director has with us and all other facts and circumstances that our board of directors

deemed relevant in determining his independence.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger, Joseph Himy and Carlo Campiciano

qualify as independent directors pursuant to applicable SEC rules and regulations and pursuant to NASDAQ Rule 5605.

In making this determination,

our board of directors considered the relationships that such director has with us and all other facts and circumstances that our board

of directors deemed relevant in determining each director’s independence.

Advisory Board

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García has more than 30 peer-reviewed publications in international journals with an average impact factor of 5 and a H-Index

Ralf Brandt is the co-founder of vivoPharm PTY, Ltd., a global oncology and immuno-oncology discovery services company providing

a range of preclinical services, which merged and became a part of Cancer Genetics, Inc., a Nasdaq-listed company enabling precision

medicine in oncology from bench to bedside.

Brandt currently serves as President of Discovery and Early Development of Cancer Genetics.

Brandt is a biochemist and cell biologist with over 15 years of experience in research programs of experimental oncology.

immense experience in in vivo pharmacology and anti-cancer drug profiling.

Brandt received his Licence (BSc in Biochemistry and Animal

Physiology) in 1986, and his PhD in Biochemistry in 1991 from the Martin-Luther University of Halle-Wittenberg in Germany.

was employed at research positions at the National Cancer Institute in Bethesda, Maryland and at Schering AG in Germany.

Brandt has been active in the field of preclinical oncology.

He led the Tumor Biology program at Novartis Pharma AG in Switzerland

and established several transgenic mouse lines developing tumors under the control of oncogenes.

Brandt’s long career

in the pharmaceutical industry, he has acquired significant knowledge and expertise in leading business units and representation of services

to the pre-clinical research market.

Leadership Structure and Risk Oversight

Board oversees our business and considers the risks associated with our business strategy and decisions.

The Board currently

implements its risk oversight function.

The Board currently implements

its risk oversight function as a whole.

As such, it is important for us to have our Chief Executive Officer serve on the Board as he

plays key roles in risk oversight of our Company.

Each of the Board committees will also provide risk oversight in respect of its

areas of concentration and report material risks to the Board for further consideration.

Board will has established the following three standing committees:

plays key roles in the risk oversight of our Company.

Each of the Board committees, when established prior to the effectiveness of the

registration statement of which this prospectus is a part, will also provide risk oversight in respect of its areas of concentration

and report material risks to the Board for further consideration.

Board has established the following three standing committees:

audit committee (the “Audit Committee”);

committee (the “Compensation Committee”);

compensation committee

(the “Compensation Committee”);

and nominating and governance committee (the “Nominating Committee”).

Our independent directors will serve on each committee.

Our independent

directors, once appointed, will serve on each committee.

Our Board will adopt written charters for each of these committees.

Copies of the charters will be available on our website at www.propanc.com.

Our Board may establish

other committees as it deems necessary or appropriate from time to time.

Upon consummation

of this offering, copies of the charters will be available on our website at www.propanc.com.

Our Board may establish other committees

as it deems necessary or appropriate from time to time.

Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating

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The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board.

creation or appointment of a committee does not relieve the Board or its members of their standard of care

creation or appointment of a committee does not relieve the Board or its members from their standard of care

Audit Committee, among other things, will be responsible for:

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our financial compliance system;

our major risk exposures regarding the Company’s accounting and financial reporting policies, the

of our internal audit function, and information technology.

our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal

audit function, and information technology.

Board has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit

committee members under SEC rules and Nasdaq listing rules.

The Board will adopt a written

Effective upon the completion of this offering the Board will adopt a written

charter setting forth the authority and responsibilities of the Audit Committee.

The Board will affirmatively determine that each member

The Board will affirmatively determined that each member

of the Audit Committee is financially literate, and that it has a member who meets the qualifications of an Audit Committee financial

expert under the rules promulgated by the SEC.

Audit Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven and Josef Zelinger will chair the Audit Committee.

We believe that, after consummation of this offering, the functioning of the Audit Committee will comply with the applicable requirements

of the rules and regulations of the Nasdaq listing rules and the SEC.

Audit Committee consists of Josef Zelinger, Joseph Himy and Carlo Campiciano and Josef Zelinger will chair the Audit Committee.

that, after consummation of this offering, the functioning of the Audit Committee will comply with the applicable requirements of the

rules and regulations of the Nasdaq listing rules and the SEC.

Compensation Committee will be responsible for:

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how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking

The Board will adopt a written charter setting forth the authority and responsibilities of the

Compensation Committee.

Compensation Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven Josef Zelinger will chair the

upon the completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the

Compensation Committee.

The Board has affirmatively determined that each member of the Compensation Committee meets the independence

criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules.

The Company believes that, after the

consummation of the offering, the composition of the Compensation Committee will meet the requirements for independence under, and

the functioning of such Compensation Committee will comply with any applicable requirements of the rules and regulations of Nasdaq

listing rules and the SEC.

Compensation Committee consists of Josef Zelinger, Joseph Himy and Carlo Campiciano.

Josef Zelinger will chair the Compensation Committee.

The Board has affirmatively determined that each member of the Compensation Committee meets the independence criteria applicable to compensation

committee members under SEC rules and Nasdaq listing rules.

The Company believes that, after the consummation of the offering, the composition

of the Compensation Committee will meet the requirements for independence under, and the functioning of such Compensation Committee will

comply with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC.

and Corporate Governance Committee

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leadership, structure, and succession planning, may affect the Company’s major risk exposures.

The Board will adopt a written charter setting forth the authority and responsibilities of the Nominating

upon completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the Nominating

and Corporate Governance Committee.

Nominating and Corporate Governance Committee will consist of Josef Zelinger, Joseph Himy and Annie VanBroekhoven.

Josef Zelinger will

chair the Nominating and Corporate Governance Committee.

Nominating and Corporate Governance Committee consists of Josef Zelinger, Joseph Himy and Carlo Campiciano.

Josef Zelinger will chair

the Nominating and Corporate Governance Committee.

The Board has determined that each member of the Nominating and Corporate Governance

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Compensation Table

Option and Stock

James Nathanielsz (1)

$ 130,086 (3)

$ 18,000,000 (4)

Chief Executive Officer and Chief Financial Officer

$ 228,096 (3)

$ 980,000 (4)

Zimmerman (1)

Chief Financial Officer

$ 280,000 (4)

purposes of the information included in this “Executive Compensation” section, including the table above, the conversion

rates as of June 30, 2025 and 2024, $0.6570 and $0.6693, respectively, were used to convert dollar amounts from AUD to

rates as of June 30, 2026 and 2025, $0.6912 and $0.6570, respectively, were used to convert dollar amounts from AUD to USD.

served as Chief Financial Officer until August 13, 2025.

Jeaninne Zimmerman was appointed as Chief Financial Officer on August

the Nathanielsz Employment Agreement (as defined below), Mr.

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Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1,

January 2024, the Board approved a bonus of $150,000 AUD or $102,195 USD.

In June 2025, the Board approved a bonus of $198,000 AUD

or $130,086 USD.

Effective October 1, 2025, the Board approved an annual salary of $45,000 to the Chief Financial Officer, Ms.

June 2025, the Board approved a bonus of $198,000 AUD or $130,086 USD.

In August 2026, the

Board approved a bonus of $330,000 AUD or $228,096 USD for FY 2026.

March 2025, the Board approved stock issuance of 120,000 shares of common stock valued at $18,000,000 USD to Mr.

March 2026, the Board approved stock issuance of 280,000 shares of common stock valued at $980,000 USD to Mr.

2026, the Board approved stock issuance of 80,000 shares of common stock valued at $280,000 USD to Ms.

the Nathanielsz Employment Agreement, Mr.

Nathanielsz receives an 11.0% contribution to a pension of which he is the beneficiary and

amounted to $30,222USD and $27,038 USD for the years ended June 30, 2025 and 2024, respectively.

Nathanielsz receives an 12.0% contribution to a pension of which he is the beneficiary

and amounted to $60,415 USD and $30,222 USD for the years ended June 30, 2026 and 2025, respectively.

In addition, pursuant to the

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For the fiscal years ended June 30, 2026 and 2025, $7,209 USD and $9,224 USD, respectively, was paid to

Nathanielsz for vehicle expenses.

Nathanielsz for use of a vehicle.

to Summary Compensation Table

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Company and Mr.

Nathanielsz entered into a new employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)

Nathanielsz entered into an employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)

setting forth the terms and conditions of Mr.

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May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.

the Company’s Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year renewals, at an

annual salary of $54,000 AUD ($41,580 USD).

Kenyon, the Company’s former Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year

renewals, at an annual salary of $54,000 AUD ($41,580 USD).

In connection with the execution of the Services Agreement, Dr.

Kenyon was designated as

an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the Services Agreement, Dr.

Kenyon was granted options to purchase 0.000003 shares of Common Stock (the “Kenyon Options”), with an exercise price per

share of $425,000 (100% of the closing market price of the Common Stock on May 14, 2019, the date of approval of such grant by the board

of directors), (ii) 0.000003 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.000003

restricted stock units of the Company (the “Additional Kenyon RSUs”).

Such options and restricted stock units were granted

pursuant to the 2019 Plan (as defined below) approved by the Company’s board of directors on the effective date of the Services

The Kenyon Options have a term of 10 years from the date of grant.

One third of the Kenyon Options vest every successive one-year

anniversary following such effective date, provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject

to the other provisions of the Services Agreement.

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject

Kenyon’s continued employment with the Company through such vesting date.

The Additional Kenyon RSUs vest as follows, subject

Kenyon’s continued employment with the Company through the applicable vesting date:

(i) 0.0000001 of the Additional Kenyon

RSUs vest upon the Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction

to be selected by the Company, (ii) 0.0000001 of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the

amount of at least $4,000,000 in gross proceeds, (iii) 0.0000001 of the Additional Kenyon RSUs vest upon the shares of Common Stock being

listed on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining 0.0000001

was designated as an executive officer of the Company and assumed a more active executive role with the Company.

Pursuant to the

Services Agreement, Dr.

Kenyon was granted options to purchase de minimis shares of Common Stock (the “Kenyon Options”),

with an exercise price per share of $6,375,000,000,000 (100% of the closing market price of the Common Stock on May 14, 2019, the

date of approval of such grant by the board of directors), (ii) de minimis restricted stock units of the Company (the “Initial

Kenyon RSUs”), and (iii) an additional de minimis restricted stock units of the Company (the “Additional Kenyon

Such options and restricted stock units were granted pursuant to the 2019 Plan (as defined below) approved by the

Company’s board of directors on the effective date of the Services Agreement.

The Kenyon Options have a term of 10 years from

the date of grant.

One third of the Kenyon Options vest every successive one-year anniversary following such effective date,

provided, that on each such vesting date Dr.

Kenyon is employed by the Company and subject to the other provisions of the Services

The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject to Dr.

Kenyon’s continued

employment with the Company through such vesting date.

The Additional Kenyon RSUs vest as follows, subject to Dr.

continued employment with the Company through the applicable vesting date:

(i) de minimis of the Additional Kenyon RSUs vest upon

the Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction to be

selected by the Company, (ii) de minimis of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the

amount of at least $4,000,000 in gross proceeds, (iii) de minimis of the Additional Kenyon RSUs vest upon the shares of Common Stock

being listed on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining

of the Additional Kenyon RSUs vest upon the Company enrolling its first patient in the Study.

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by delivery to Mr.

Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the sole

discretion of the board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of Control (as

defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU, (iii) the date

Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the

sole discretion of the board of directors and subject to the 2019 Plan, on the first to occur of:

(i) the date of a Change of

Control (as defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU,

(iii) the date of Dr.

Kenyon’s death or Disability (as defined in the Services Agreement), and (iv) Dr.

Kenyon’s employment being terminated

either by the Company without Cause or by Dr.

Kenyon for Good Reason (as each term is defined in the Services Agreement).

of a Change of Control, 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs vest immediately prior to such event.

Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement.

There are de minimis

amount of vested options and vested restricted stock unit that are considered issuable as of June 30, 2025 and 2024.

employment being terminated either by the Company without Cause or by Dr.

Kenyon for Good Reason (as each term is defined in the

Services Agreement).

In the event of a Change of Control, 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs vest

immediately prior to such event.

The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the

Services Agreement.

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

of June 30, 2026 and 2025.

February 20, 2026, Dr.

Julian Kenyon retired and stepped down from the Board of Directors of the Company to focus on his personal and

Kenyon will remain a medical advisor to the Company.

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

and appointed Dr.

Ralf Brant to serve on the Board until his removal or resignation.

Equity Incentive Plan

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Unexercisable

Market Value or

James Nathanielsz (1)

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$ 6,375,000,000,000

May 14, 2019, the board of directors granted Mr.

Nathanielsz an option to purchase 0.000001 shares of Common Stock at an exercise

price of $280,500,000,000 per share and 0.000001 performance-based restricted stock units.

The fair value of such options and restricted

stock units at the grant date was $165,747 and $331,493, respectively.

0.000001 of such restricted stock units vested on May 14,

2020 and the balance is subject to performance conditions.

May 14, 2019, the board of directors granted Mr.

Kenyon an option to purchase 0.0000003 shares of Common Stock at an exercise price

of $255,000,000,000 per share and 0.000001 performance-based restricted stock units.

The fair value of such options and restricted

stock units at the grant date was $82,873 and $165,747, respectively.

0.0000003 of such restricted stock units vested on May 14,

2020 and the balance is subject to performance conditions.

On May 14, 2019, the board of directors granted Mr.

an option to purchase 0.00000003 shares of Common Stock at an exercise price of $7,012,500,000,000 per share and 0.00000003 performance-based

restricted stock units.

The fair value of such options and restricted stock units at the grant date was $165,747 and $331,493, respectively.

0.00000003 of such restricted stock units vested on May 14, 2020 and the balance is subject to performance conditions.

On May 14, 2019, the board of directors granted Mr.

an option to purchase 0.000000013 shares of Common Stock at an exercise price of $6,375,000,000,000 per share and 0.00000013 performance-based

restricted stock units.

The fair value of such options and restricted stock units at the grant date was $82,873 and $165,747, respectively.

0.000000013 of such restricted stock units vested on May 14, 2020 and the balance is subject to performance conditions.

Compensation for the Fiscal Year Ended June 30, 2026

Option Awards

All Other Compensation

Option and Stock

Julian Kenyon (1)

Ralf Brandt (3)

$ 280,000 (5)

Josef Zelinger (3)

$ 280,000 (5)

Joseph Himy (3)

$ 280,000 (5)

Annie VanBroekhoven (3)

$ 280,000 (5)

purposes of the information included in the table, the conversion rate as of June 30, 2026, $0.6912 was used to convert amounts from

May 2019, Dr.

Kenyon receives gross monthly compensation of $4,500 AUD or $3,264 USD per month for his services as a director of

and Restated Director Agreement with Joseph Zelinger

as of August 12, 2021, the Company entered into an Amended and Restated Director Agreement (the “Director Agreement”) with

Zelinger, pursuant to which the Company agreed to compensate Mr.

Zelinger with a monthly salary of $250 AUD ($188 USD) per month

for his services as a member of the board of directors and which can be terminated by the Company for Cause (as defined in the Director

Agreement) and at such time as Mr.

Zelinger no longer serves as a Company director.

Pursuant to the Agreement, any and all accrued unpaid

salary may be converted by Mr.

Zelinger into Common Stock at the end of each fiscal year at a conversion rate to be determined by the

parties to such agreement, at a rate no lower than the par value of the Common Stock and no higher than the closing bid price of the

Common Stock on date of such conversion.

Kenyon received gross monthly compensation of $4,500 AUD or $3,264 USD per

month for his services as a director of our Company.

Effective February 20, 2026, Dr.

Kenyon retired and stepped down from the Board of Directors of the Company to focus on his

personal and family life.

Kenyon will remain a medical advisor to the Company.

day, the Board filled the vacancy left by Dr.

Kenyon and appointed Dr.

Ralf Brant to serve

on the Board until his removal or resignation.

Zelinger, Mr.

VanBroekhoven were appointed as Directors on August 13, 2025.

Brandt was appointed as Director on February 20, 2026.

In July 2026, Ms.

VanBroekhoven

resigned as a Director.

October 1, 2025, the Board approved annual salaries of $45,000 to Independent and Non-independent

Directors and $60,000 for Audit, Compensation and Nominating or Corporate Governance Committee

March 2026, the Board approved stock issuances of 80,000 shares of common stock valued at $280,000 USD to each directors.

Director Compensation

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Advisory Board.

Brandt are each paid a monetary fee for each year of service provided.

following sets forth information as of September 25, 2025, regarding the number of shares of our Common Stock beneficially owned by (i)

each person that we know beneficially owns more than 5% of our outstanding voting securities, (ii) each of our directors and named executive

officer and (iii) all our directors and named executive officers as a group.

amounts and percentages beneficially owned are reported because of SEC rules governing the determination of beneficial ownership

of securities.

Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares

“voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,”

which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner

of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise or conversion

of any equity or debt securities, as applicable.

Under these rules, more than one person may be deemed a beneficial owner of the same

securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

otherwise indicated, each of the stockholders named in the table below, or his or her family members, has sole voting and investment

power with respect to such shares listed below.

Except as otherwise indicated, the address of each of the stockholders listed below is

c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124, Australia.

Brandt each are paid a monetary fee for each year of service provided.

Disclosure of Compensation Policies and Practices as They Relate to Our Risk Management

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c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

Beneficially Owned

Common Stock Beneficially Owned

Series B Preferred Stock Beneficially Owned

Name and Address of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of

Directors and Executive Officers:

James Nathanielsz (3)

Julian Kenyon (3)

Josef Zelinger (4)

Joseph Himy (5)

Annie VanBroekhoven

Jeannine Zimmerman

Carlo Campiciano

Jeannine Kingsley

All directors and executive officers, as a group (6 persons)

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as of the record date for the determination of stockholders entitled to vote.

Includes (i) 5 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust.

(i) 5 shares of our Common Stock owned held by North Horizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust.

Nathanielsz has investing and dispositive power and a pecuniary interest in such shares held by such trust.

In addition, such ownership

includes (ii) 0.000001 vested stock options for the purchase of up to 0.000001 shares of our Common Stock, (iii) 0.000001 vested restricted

stock units and 800,001 shares of Common Stock held by Mrs.

includes (ii) 0.00000003 vested stock options for the purchase of up to 0.00000003 shares of our Common Stock, (iii) 0.00000003 vested

restricted stock units and 32,000 shares of Common Stock held by Mrs.

Nathanielsz, the spouse of Mr.

Nathanielsz, as to which shares Mr.

disclaims beneficial ownership.

Such ownership excludes 0.000001 restricted stock units subject to certain vesting conditions, as discussed

above in the section captioned “Executive Compensation - Employment Agreement with James Nathanielsz”.

Includes 0.0000003 vested stock options for the purchase of up to 0.0000003 shares of Common Stock and 0.0000003 vested restricted stock

excludes 0.0000003 restricted stock units that are subject to certain vesting conditions, as discussed above in the section captioned

“Executive Compensation - Amended and Restated Services Agreement with Julian Kenyon”.

Beneficial ownership includes (i) 250 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant held by Aggro

Investments Pty Ltd, which Mr.

Zelinger wholly owns and controls, which is subject to a 4.99% beneficial ownership limitation providing

that a holder of such warrant will not have the right to exercise any portion thereof if the holder, together with its affiliates, would

Nathanielsz, as to which shares

Nathanielsz disclaims beneficial ownership.

ownership includes (i) 10 shares of Common Stock issuable upon exercise of a Common Stock purchase warrant held by Aggro Investments

Pty Ltd, which Mr.

Zelinger wholly owns and controls, which is subject to a 4.99% beneficial ownership limitation providing that

a holder of such warrant will not have the right to exercise any portion thereof if the holder, together with its affiliates, would

beneficially own in excess of 4.99% or 9.99%, as applicable, of the Common Stock outstanding, provided that upon at least 61 days’

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The principal business address of Aggro Investments Pty Ltd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185.

Includes 50,000 shares held by The CFO Squad as nominee for Joesph Himy.

Himy has investing and dispositive power

and a pecuniary interest in such shares held by The CFO Squad.

82,000 shares held by The CFO Squad as nominee for Joesph Himy.

Himy has investing and dispositive power and a pecuniary interest

in such shares held by The CFO Squad.

Certain Relationships and Related Transactions, and Director Independence

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Executive Compensation.”

As of June 30, 2025 and 2024,

the Company owed its former director a total of $0 and $29,759, respectively, related to expenses paid on behalf of the Company related

to corporate startup costs and intellectual property.

Additionally, as of June 30, 2025 and 2024, the Company owed its former director

a total of $0 and $49,528, respectively, for money loaned to the Company, throughout the years.

On January 23, 2025, the Company entered

into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange for the total outstanding loans of

Effective August 1, 2024,

the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger,

pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD).

The Company used the net

proceeds for general working capital purposes.

The maturity date of the loan is November 1, 2024, or sooner at the discretion of the Company,

and the loan bears an interest rate of 12% per annum and default interest rate of 18% per annum.

The Company has the right to prepay in

full at any time with no prepayment penalty.

By mutual consent the amount can be repaid via the issuance of common stock of the Company

(upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding trading days.

of June 30, 2026 and 2025, the Company owed its former director a total of $0 for both periods, related to expenses paid on behalf of

the Company related to corporate startup costs, intellectual property and for money loaned to the Company, throughout the years.

23, 2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange for the

total outstanding loans of $74,395.

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

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD).

used the net proceeds for general working capital purposes.

The maturity date of the loan is November 1, 2024, or sooner at the discretion

of the Company, and the loan bears an interest rate of 12% per annum and default interest rate of 18% per annum.

The Company has the

right to prepay in full at any time with no prepayment penalty.

By mutual consent the amount can be repaid via the issuance of common

stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding

trading days.

Such loan is past due and currently in default.

Between November 2024 and

December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $15,000

AUD ($9,731 USD).

November 2024 and December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an

aggregate of $15,000 AUD ($9,731 USD).

These loans bear no interest and are payable on demand.

The Company repaid $12,000 AUD of this loan on August 19, 2025.

Effective December 3, 2024,

the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger,

pursuant to which the investor loaned the Company an aggregate principal amount of $175,000 AUD ($113,485 USD).

The Company used the net

proceeds for general working capital purposes.

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, 2024 and $105,000 AUD was due on April 2, 2024.

The loan bears an interest rate of

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

The Company repaid $12,000 AUD of this

loan on August 19, 2025.

In September 2025, the Company agreed to pay interest of 12% per annum beginning from the funding date of these

The Company repaid the remaining balance of $$3,000 AUD ($1,957 USD) including additional interest expense of $319 USD on February

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

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $175,000 AUD ($113,485 USD).

used the net proceeds for general working capital purposes.

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, 2024 and $105,000 AUD was due on April 2, 2024.

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.

In January 2025, an institutional

investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $25,000 AUD ($15,485 USD).

bore no interest and was payable on demand.

January 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $25,000

AUD ($15,485 USD).

This loan bore no interest and was payable on demand.

The Company fully repaid this loan on August 19, 2025.

On April 12, 2025, the Company

entered into and closed a loan agreement with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant

to which the investor loaned the Company an aggregate principal amount of $63,188 AUD ($39,625 USD).

The Company used the net proceeds

for general working capital purposes.

April 12, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,

Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $63,188 AUD ($39,625 USD).

used the net proceeds for general working capital purposes.

The maturity date was on June 30, 2025.

The loan bore an interest rate of 12% per annum and default

interest rate of 18% per annum.

The loan bore an interest rate of

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

The Company fully repaid this loan on August 19, 2025.

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The Company fully repaid this loan on August 19, 2025.

July 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company

an aggregate of $120,000 AUD ($78,249 USD).

These loans bore no interest and were payable on demand.

The Company fully repaid these loans

on August 19, 2025.

Company repaid certain related party loans issued between November 2023 and May 2024 amounting $16,428 USD including additional interest

expense of $4,805 USD on February 12, 2026.

Additionally, the Company repaid $16,188 USD including interest expense of $4,793 USD on

April 28, 2026.

the year ended June 30, 2026, the Company paid development consulting fees amounting to $125,563 AUD ($85,019 USD) to an affiliated company

owned by one of the Company’s directors, Dr.

Brant, who was appointed in February 2026.

Additionally, as of June 30, 2026, the

Company recorded accounts payable of $13,310 AUD ($9,200 USD) due to Dr.

the year ended June 30, 2026, the Company paid accounting fees amounting to $12,481 USD to an affiliated company whose managing director

is one of the Company’s directors, Mr.

Joseph Himy, who was appointed in August 2025.

The Company’s Chief Financial Officer,

Jeannine Zimmerman, also currently works in the same affiliated company.

the year ended June 30, 2026, the Company paid accounting fees amounting to $37,850 AUD ($25,628 USD) to an affiliated company owned

by one of the Company’s directors, Mr.

Carlo Campiciano, who was appointed in July 2026.

principal executive office is located at 302, 6 Butler Street, Camberwell, VIC, 3124, Australia, which we lease from Horizon Pty Ltd.,

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director or officer may be entitled under our Certificate of Incorporation, Bylaws and applicable law.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent

director pursuant to applicable SEC rules and regulations.

In making this determination, our board of directors considered the relationships

that such director has with us and all other facts and circumstances that our board of directors deemed relevant in determining his independence.

board of directors has reviewed the independence of our directors and has determined that Josef Zelinger, Joseph Himy and Carlo Campiciano

qualify as independent directors pursuant to applicable SEC rules and regulations.

In making this determination, our board of directors

considered the relationships that such director has with us and all other facts and circumstances that our board of directors deemed

relevant in determining each director’s independence.

Principal Accounting Fees and Services.

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Exhibits, Financial Statement Schedules

of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1,

as amended, filed with the SEC on June 23, 2011).

of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed

with the SEC on June 23, 2011).

of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2

to the Company’s Current Report on Form 8-K filed on December 16, 2014).

of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to

the Company’s Current Report on Form 8-K filed on July 15, 2015).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1

to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2

to the Company’s Current Report on Form 8-K filed on April 26, 2017).

of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K

filed on June 21, 2019).

of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form

8-K filed on June 21, 2019).

of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August

of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit

3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).

of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current

Report on From 8-K filed on July 11, 2022)

of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on December 16, 2014).

of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K filed on July 15, 2015).

of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.1 to the Company

Current Report on Form 8-K filed on March 17, 2023).

of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the

Company’s Current Report on Form 8-K filed on May 5, 2023).

Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s Common Stock (incorporated by reference to

Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-K filed

on October 15, 2019)

of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3,

of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3,

of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3,

of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3,

of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K dated October 8, 2019)

Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit

4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit

4.1 to the Company’s Current Report on Form 8-K April 1, 2022)

Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to

Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by

reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Convertible Note, dated August 15, 1022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to

the Company’s Current Report on Form 8-K dated August 18, 2022)

Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference

to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit

4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K dated June 29, 2023)

of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K dated June 29, 2023)

Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to

the Company’s Current Report on Form 8-K dated August 8, 2023).

Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the

Company’s Current Report on Form 8-K dated August 21, 2023)

Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s

Current Report on Form 8-K dated August 21, 2023)

Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s

Current Report on Form 8-K dated August 29, 2023)

Promissory Note dated April 15, 2025, issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current

Report on Form 8-K dated April 21, 2025).

Note dated March 25, 2025, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report

on Form 8-K dated April 21, 2025).

Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5

to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to

the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit

10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit

10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1

filed on March 25, 2016.

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by

reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated

by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

and Restated Employment Agreement, dated as of May 14, 2019, by and between the James Nathanielsz and the Company (incorporated by

reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

and Restated Services Agreement, by and between Julian Kenyon and the Company, dated as of May 19, 2019 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on

May 15, 2019).

Agreement by and between Josef Zelinger and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K filed on December 30, 2020).

and Restated Director Agreement by and between Josef Zelinger and the Company, dated August 12, 2021 (incorporated by reference to

Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Agreement by and between James Nathanielsz and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed on August 18, 2021).

Agreement by and between Julian Kenyon and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s

Current Report on Form 8-K filed on August 18, 2021).

Manufacturing

Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report

on Form 8-K filed on May 15, 2019).

of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current

Report on Form 8-K dated October 8, 2019)

Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)

Purchase Agreement, dated April 12, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)

Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit

10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Purchase Agreement dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to

Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).

Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference

to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to

the Company’s Current Report on Form 8-K dated May 15, 2023)

Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit

10.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023)

Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 80K dated August 21, 2023)

Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit

10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Agreement dated February 18, 2025 by and between the Company and Gregory Harrison (incorporated by reference to Exhibit 10.52 to

the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 9, 2025 by and between the Company and Ross Silver (incorporated by reference to Exhibit 10.53 to the Company’s

Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 28, 2025 by and between the Company and Brunson Chandler & Jones, PLLC (incorporated by reference to

Exhibit 10.54 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 9, 2025 by and between the Company and Krista Rash (incorporated by reference to Exhibit 10.55 to the Company’s

Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated January 13, 2025 by and between the Company and Howard Isaacs and Richard Cavalli (incorporated by reference to Exhibit

10.56 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated November 20, 2020 by and between the Company and Exchange Listing, LLC (incorporated by reference to Exhibit 10.57

to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 10, 2025 by and between the Company and Enzyme Supplies Limited (incorporated by reference to Exhibit 10.58

to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Agreement dated February 2, 2025 by and between the Company and Dr.

Ralf Brandt (incorporated by reference to Exhibit 10.59 to the

Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Purchase Agreement, dated as of April 15, 2025, by and between the Company and GS Capital Partners, LLC (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Purchase Agreement, dated as of March 25, 2025, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference

to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Agreement dated April 13, 2025 by and between the Company and Aggro Investments Pty Ltd.

(incorporated by reference to Exhibit 10.3

to the Company’s Current Report on Form 8-K dated April 21, 2025).

Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on April 26, 2017).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).

Certificate of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 21, 2019).

Certificate of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August 13, 2020).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).

Certificate of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current Report on From 8-K filed on July 11, 2022)

Certificate of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014).

Certificate of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).

Certificate of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.15 to the Company Current Report on Form 8-K filed on March 17, 2023).

Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).

Common Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 300,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Common Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s Common Stock (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on September 9, 2019).

Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-K filed on October 15, 2019)

Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3, 2020)

Form of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

10% Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

8% Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

10% Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K April 1, 2022)

8% Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

8% Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

8% Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

8% Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

10% Convertible Note, dated August 15, 1022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

8% Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

10% Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit 4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023)

8% Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Form of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

8% Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 8, 2023).

10% Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 21, 2023)

8% Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Convertible Promissory Note dated April 15, 2025, issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Promissory Note dated March 25, 2025, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Debt Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Debt Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).

Employment Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Director Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).

Form of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on March 25, 2016.

Amendment No.

1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).

Amendment No.

2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).

Amended and Restated Employment Agreement, dated as of May 14, 2019, by and between the James Nathanielsz and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Amended and Restated Services Agreement, by and between Julian Kenyon and the Company, dated as of May 19, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Director Agreement by and between Josef Zelinger and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2020).

Amended and Restated Director Agreement by and between Josef Zelinger and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Cancellation Agreement by and between James Nathanielsz and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Cancellation Agreement by and between Julian Kenyon and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 18, 2021).

Manufacturing Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Quality Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).

Propanc Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 15, 2019).

Form of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)

Securities Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)

Securities Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)

Securities Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)

Securities Purchase Agreement, dated April 12, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)

Securities Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)

Securities Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)

Securities Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)

Securities Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 26, 2022)

Amended and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)

Securities Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)

Securities Purchase Agreement dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).

Common Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Registration Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Warrant Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 15, 2023)

Securities Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 29, 2023)

July Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 29, 2023)

Equity Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Registration Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023)

Securities Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023)

Securities Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 80K dated August 21, 2023)

Securities Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023)

Consulting Agreement dated February 18, 2025 by and between the Company and Gregory Harrison (incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated January 9, 2025 by and between the Company and Ross Silver (incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated February 28, 2025 by and between the Company and Brunson Chandler & Jones, PLLC (incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated January 9, 2025 by and between the Company and Krista Rash (incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated January 13, 2025 by and between the Company and Howard Isaacs and Richard Cavalli (incorporated by reference to Exhibit 10.56 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Advisory Agreement dated November 20, 2020 by and between the Company and Exchange Listing, LLC (incorporated by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated February 10, 2025 by and between the Company and Enzyme Supplies Limited (incorporated by reference to Exhibit 10.58 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Services Agreement dated February 2, 2025 by and between the Company and Dr.

Ralf Brandt (incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

Securities Purchase Agreement, dated as of April 15, 2025, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Loan Agreement dated April 13, 2025 by and between the Company and Aggro Investments Pty Ltd.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 21, 2025).

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

23 unchanged sentences

Executive Officer)

/s/ Jeannine Zimmerman

Jeannine Zimmerman

Financial Officer

Financial Officer)

Julian Kenyon

Josef Zelinger

Annie VanBroekhoven

VanBroekhoven

Carlo Campiciano

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 9A. Controls and Procedures