Propanc Biopharma, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. The following consolidated financial statements of Propanc Biopharma, Inc. are included in this Annual Report on Form 10-K: PROPANC BIOPHARMA, INC. INDEX TO FINANCIAL STATEMENTS Page Consolidated Financial Statements for the Fiscal Years Ended June 30, 2026 and 2025 Report of Independent Registered Public Accounting Firm (PCAOB Firm ID. 106 ) F-1 Consolidated Balance Sheets as of June 30, 2026 and 2025 F-2 Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2026 and 2025 F-3 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2026 and 2025 F-4 Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025 F-5 Notes to Consolidated Financial Statements F-6 35 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of: Propanc Biopharma, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc. and Subsidiary (the “Company”) as of June 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows, for each of the two years in the period ended June 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2026 and 2025 and the consolidated results of its operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company had no revenues, has a net loss of $18,862,710 and net cash used in operating activities of $5,682,635 for the fiscal year ended June 30, 2026. The Company has an accumulated deficit of $144,484,230 at June 30, 2026. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s Plan regarding these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/ Salberg & Company, P.A. SALBERG & COMPANY, P.A . We have served as the Company’s auditor since 2011 Boca Raton, Florida September 25, 2026 2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326 Phone: (561) 995-8270 Toll Free: (866) CPA-8500 ● Fax: (561) 995-1920 www.salbergco.com ● info@salbergco.com Member National Association of Certified Valuation Analysts ● Registered with the PCAOB Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality F- 1 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS June 30, 2026 June 30, 2025 ASSETS CURRENT ASSETS: Cash $ 832,006 $ 12,088 GST tax receivable 13,694 5,302 Prepaid expenses - current portion 7,661,967 8,334,046 Other current assets 34,923 1,380 TOTAL CURRENT ASSETS 8,542,590 8,352,816 Deferred offering costs - 291,773 Prepaid expenses - long-term portion 4,190,543 10,925,835 Security deposit - related party 2,074 1,971 Operating lease right-of-use assets, net - related party 40,790 59,413 Property and equipment, net 3,915 - TOTAL ASSETS $ 12,779,912 $ 19,631,808 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable $ 1,131,429 $ 1,249,596 Accrued expenses and other payables 855,350 1,486,550 Accrued interest 128,318 190,795 Loans payable - 65,280 Loans payable - related parties, net of discount 460,809 415,329 Loans payable 460,809 415,329 Notes payable, net of discount - 543,312 Convertible notes, net of discounts and including put premiums - 537,921 Operating lease liability - related party, current portion 24,489 17,664 Embedded conversion option liabilities - 403,892 Employee benefit liability 754,038 667,901 TOTAL CURRENT LIABILITIES 3,354,433 5,578,240 NON-CURRENT LIABILITIES: Loan payable - long-term - related party, net of discount - 105,627 Operating lease liability - long-term portion - related party 23,818 41,749 TOTAL NON-CURRENT LIABILITIES 23,818 147,376 TOTAL LIABILITIES $ 3,378,251 $ 5,725,616 Commitments and Contingencies (See Note 9) - - STOCKHOLDERS’ EQUITY: Preferred stock, 1,500,005 shares authorized, $ 0.01 par value: Series A preferred stock, $ 0.01 par value; 500,000 shares previously authorized; 0 shares issued and outstanding as of June 30, 2026 and 2025 $ - $ - Series B preferred stock, $ 0.01 par value; 5 shares authorized; 1 share issued and outstanding as of June 30, 2026 and 2025 - - Series C preferred stock, $ 0.01 par value, $ 10,000 stated value; 5 shares authorized; 9,900 shares designated and authorized, 200 (liquidation value of $ 2,000,000 ) shares and none issued and outstanding at June 30, 2026 and 2025, respectively 2 - Preferred stock, value 2 - Common stock, $ 0.001 par value; 10,000,000,000 shares authorized; 3,310,827 and 464,471 shares issued and outstanding as of June 30, 2026 and 2025, respectively 3,310 464 Common stock issuable ( 487,939 and 310 shares as of June 30, 2026 and 2025, respectively) 487 - Additional paid-in capital 152,752,314 138,254,808 Accumulated other comprehensive income 1,176,255 1,318,917 Accumulated deficit ( 144,484,230 ) ( 125,621,520 ) Treasury stock ($ 0.001 share) ( 46,477 ) ( 46,477 ) TOTAL STOCKHOLDERS’ EQUITY 9,401,661 13,906,192 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 12,779,912 $ 19,631,808 The accompanying notes are an integral part of these consolidated financial statements. F- 2 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) 2026 2025 For the years ended June 30, 2026 2025 REVENUE Revenue $ - $ - OPERATING EXPENSES Administration expenses 670,607 108,950 Compensation and related taxes 2,275,937 23,296,390 Professional and consulting expenses 14,572,616 33,622,510 Occupancy expenses - related party 40,932 26,560 Research and development 625,477 223,721 TOTAL OPERATING EXPENSES 18,185,569 57,278,131 LOSS FROM OPERATIONS ( 18,185,569 ) ( 57,278,131 ) OTHER INCOME (EXPENSE) Interest expense ( 430,539 ) ( 563,757 ) Interest income 161 9 Derivative expense - ( 333,596 ) Change in fair value of derivative liabilities 13,709 212,450 Change in fair value of warrant liability ( 99,695 ) - Other expense ( 6,000 ) - Settlement expense ( 320,000 ) - Gain (loss) on extinguishment of debt, net 133,071 ( 871,032 ) Foreign currency transaction gain (loss) 32,152 ( 89,243 ) TOTAL OTHER INCOME (EXPENSE), NET ( 677,141 ) ( 1,645,169 ) LOSS BEFORE TAXES ( 18,862,710 ) ( 58,923,300 ) Tax benefit - - NET LOSS $ ( 18,862,710 ) $ ( 58,923,300 ) Deemed Dividend ( 932,246 ) - NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ ( 19,794,956 ) $ ( 58,923,300 ) BASIC AND DILUTED NET LOSS PER SHARE $ ( 17.62 ) $ ( 371.22 ) BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 1,123,709 158,727 NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ ( 19,794,956 ) $ ( 58,923,300 ) OTHER COMPREHENSIVE INCOME (LOSS) Unrealized foreign currency translation gain (loss) ( 142,662 ) 49,336 TOTAL OTHER COMPREHENSIVE INCOME (LOSS) ( 142,662 ) 49,336 TOTAL COMPREHENSIVE LOSS $ ( 19,937,618 ) $ ( 58,873,964 ) The accompanying notes are an integral part of these consolidated financial statements. F- 3 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2026 AND 2025 No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value Paid-in Capital Accumulated Deficit Comprehensive Income Treasury Stock Equity (Deficit) Preferred Stock Common Stock Accumulated Total Series A Series B Series C Common Stock Issuable Additional Other Stockholders’ No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value No. of Shares Value Paid-in Capital Accumulated Deficit Comprehensive Income Treasury Stock Equity (Deficit) Balance at June 30, 2024 - $ - 1 $ - - $ - 319 $ - - $ - $ 61,696,057 $ ( 66,698,220 ) $ 1,269,581 $ ( 46,477 ) $ ( 3,779,059 ) Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest - - - - - - 353 - - - 176,375 - - - 176,375 Issuance of common stock for services rendered - - - - - - 342,230 342 - - 51,347,658 - - - 51,348,000 Issuance of common stock for prepaid services - - - - - - 81,000 81 - - 23,881,029 - - - 23,881,110 Issuance of common stock and common stock issuable related to debt exchange agreement - - - - - - 4,440 5 310 - 1,143,496 - - - 1,143,501 Issuance of common stock related to warrant exchange agreement - - - - - - 36,000 36 - - ( 36 ) - - - - Reclassification of put premium upon debt conversion - - - - - - - - - - 10,229 - - - 10,229 Fractional shares due to reverse split - - - - - - 129 - - - - - - - - Foreign currency translation gain - - - - - - - - - - - - 49,336 - 49,336 Net loss for the fiscal year ended June 30, 2025 - - - - - - - - - - - ( 58,923,300 ) - - ( 58,923,300 ) Balance at June 30, 2025 - - 1 - - - 464,471 464 310 - 138,254,808 ( 125,621,520 ) 1,318,917 ( 46,477 ) 13,906,192 Balance - - 1 - - - 464,471 464 310 - 138,254,808 ( 125,621,520 ) 1,318,917 ( 46,477 ) 13,906,192 Issuance of common stock for conversion of convertible debt, conversion fees and accrued interest - - - - - - 80,737 81 - - 703,361 - - - 703,442 Issuance of common stock for cash - - - - - - 40,000 40 - - 3,314,418 - - - 3,314,458 Issuance of common stock for conversion of Series C preferred stock - - - - ( 200 ) ( 2 ) 1,368,451 1,368 436,340 436 ( 1,802 ) - - - - Common stock issuable for services and prepaid services - - - - - - 1,341,203 1,341 - - 6,042,407 - - - 6,043,748 Issuance of common stock related to debt exchange agreement - - - - - - 15,792 16 - - 199,984 - - - 200,000 Issuance of Series C Preferred stock upon exercise of Series C warrants - - - - 300 3 - - 2,999,997 - - - 3,000,000 Common stock issuable in connection with settlement agreement - - - - - - - - 51,289 51 74,949 - - - 75,000 Reclassification of put premium upon debt conversion - - - - - - - - - - 114,399 - - - 114,399 Reclassification of warrant liability into equity upon exercise of Series C warrants - - - - - - - - - - 8,925 - - - 8,925 Reclassification of warrant liability into equity upon amendment of Series C Preferred designation - - - - - - - - - - 973,115 - - - 973,115 Issuance of the initial preferred shares and was later reclassified from temporary equity into permanent equity upon amendment of Series C Preferred designation - - - - 100 1 - - - - 999,999 - - - 1,000,000 Deemed dividend upon issuance of Series C Preferred stock initially recorded as temporary equity - - - - - - - - - - ( 932,246 ) - - - ( 932,246 ) Fractional shares due to reverse split - - - - - - 173 - - - - - - - - Foreign currency translation loss - - - - - - - - - - - - ( 142,662 ) - ( 142,662 ) Net loss for the fiscal year ended June 30, 2026 - - - - - - - - - - - ( 18,862,710 ) - - ( 18,862,710 ) Balance at June 30, 2026 - $ - 1 $ - 200 $ 2 3,310,827 $ 3,310 487,939 $ 487 $ 152,752,314 $ ( 144,484,230 ) $ 1,176,255 $ ( 46,477 ) $ 9,401,661 Balance - $ - 1 $ - 200 $ 2 3,310,827 $ 3,310 487,939 $ 487 $ 152,752,314 $ ( 144,484,230 ) $ 1,176,255 $ ( 46,477 ) $ 9,401,661 The accompanying notes are an integral part of these consolidated financial statements. F- 4 PROPANC BIOPHARMA, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS 2026 2025 For the years ended June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 18,862,710 ) $ ( 58,923,300 ) Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities: Issuance of common stock for services 4,993,748 51,348,000 Stock based settlement 75,000 - Amortization of prepaid stock based expenses 8,498,492 4,621,230 Foreign currency transaction loss (gain) ( 32,152 ) 89,243 Depreciation expense 997 - Amortization of debt discounts 210,076 303,563 Amortization of right-of-use assets 21,706 20,187 Change in fair value of derivative liabilities ( 13,709 ) ( 212,450 ) Change in fair value of warrant liability 99,695 - Derivative expense - 333,596 Loss (gain) on extinguishment of debt, net ( 133,071 ) 871,032 Non-cash interest expense 6,781 5,519 Accretion of put premium 37,450 - Changes in Assets and Liabilities: GST receivable ( 8,117 ) ( 2,405 ) Prepaid expenses ( 41,121 ) 1,379 Other current assets ( 33,471 ) - Accounts payable ( 183,012 ) 187,732 Employee benefit liability 51,476 40,184 Accrued expenses and other payables ( 401,049 ) 677,889 Accrued interest 44,545 255,155 Operating lease liability ( 14,189 ) ( 21,722 ) NET CASH USED IN OPERATING ACTIVITIES ( 5,682,635 ) ( 405,168 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of equipment ( 4,933 ) - NET CASH USED IN INVESTING ACTIVITIES ( 4,933 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from convertible promissory notes, net of original issue discounts and issue costs 100,000 222,500 Proceeds from issuance of the initial preferred shares of Series C Preferred stock, net of issuance cost included as temporary equity 950,099 - Proceeds from exercise of Series C warrants 3,000,000 - Repayment of convertible notes ( 203,350 ) ( 8,000 ) Repayment of notes ( 671,777 ) ( 122,788 ) Repayment of loans payable - related party ( 185,381 ) - Proceeds from the sale of common stock, net of offering costs 3,314,458 - Proceeds from note payable 75,000 320,000 Proceeds from loans payable - related parties 78,249 343,700 Deferred offering costs - ( 264,656 ) NET CASH PROVIDED BY FINANCING ACTIVITIES 6,457,298 490,756 Effect of exchange rate changes on cash 50,188 ( 94,585 ) NET INCREASE (DECREASE) IN CASH 819,918 ( 8,997 ) CASH AT BEGINNING OF YEAR 12,088 21,085 CASH AT END OF YEAR $ 832,006 $ 12,088 Supplemental Disclosure of Cash Flow Information Cash paid during the year: Interest $ 131,687 $ 30,715 Income Tax $ - $ - Supplemental Disclosure of Non-Cash Investing and Financing Activities Reduction of put premium related to conversions of convertible notes $ 114,399 $ 10,229 Conversion of convertible notes and accrued interest to common stock $ 476,335 $ 79,686 Settlement of accounts payable for shares of common stock $ - $ 129,354 Settlement of loans to former director for shares of common stock $ - $ 74,395 Settlement of loans payable including accrued interest for shares of common stock $ 125,765 $ 86,248 Deferred offering cost charged to additional paid in capital upon closing of offering $ 291,773 $ - Issuance of common stock related to debt exchange agreement $ 125,765 $ - Debt discounts related to derivative liability $ - $ 222,500 Operating lease right-of-use asset and operating lease liability pursuant to ASC 842 $ - $ 62,126 Issuance of common stock and common stock issuable for prepaid services (net of amortized portion) $ 885,554 $ 19,259,880 Deemed dividend related to Series C Preferred Stock $ 932,246 $ - Reclassification of warrant liability into equity upon conversions and reclassifications $ 982,040 $ - Reclassification of temporary equity into permanent equity upon amendment of Series C Preferred designation $ 1,000,000 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 5 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES Nature of Operations Propanc Biopharma, Inc. (the “Company,” “we,” “us” or “our”) is based in Camberwell, Victoria Australia. Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer treatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to prevent the cancer from returning and spreading. The Company anticipates establishing global markets for its technologies. Our lead product candidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes acting synergistically. It is currently in the preclinical phase of development. The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary of the Company. On July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of June 30, 2026, there has been no activity within this entity. Effective April 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations and development better. In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 85 granted, allowed, or accepted patents and 4 provisional patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering the lead product candidate PRP. The Company hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product candidate, PRP, through various stages of development. In March 2026, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse Stock Split”). The Reverse Stock Split became effective as of May 18, 2026. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split. Principles of Consolidation The consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive wholly owned subsidiary through June 30, 2026 and remains inactive. Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of convertible preferred stock, valuation of warrant liability, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates. F- 6 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Foreign Currency Translation and Other Comprehensive Income (Loss) The Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date. Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses). Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. Effective fiscal year 2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated other comprehensive income (loss). As of June 30, 2026 and 2025, the Company recognized a cumulative exchange gain (loss) of approximately $ 1,077,000 and ($ 316,000 ), respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of June 30, 2026, which is included as a component of accumulated other comprehensive income on the accompanying consolidated balance sheets. As of June 30, 2026 and 2025, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows: SCHEDULE OF TRANSACTION EXCHANGE RATES June 30, 2026 June 30, 2025 Exchange rate on balance sheet dates USD : AUD exchange rate 0.6912 0.6571 Average exchange rate for the period USD : AUD exchange rate 0.6771 0.6468 Change in Accumulated Other Comprehensive Income (Loss) by component during the years ended June 30, 2026 and 2025 were as follows: SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME Foreign Currency Items Beginning balance, June 30, 2024 $ 1,269,581 Foreign currency translation gain 49,336 Balance, June 30, 2025 1,318,917 Foreign currency translation loss ( 142,662 ) Ending balance, June 30, 2026 $ 1,176,255 Fair Value of Financial Instruments and Fair Value Measurements The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same. The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). F- 7 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use. Also see Note 12 - Derivative Financial Instruments and Fair Value Measurements. Cash and Cash Equivalents Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts, as applicable, are reflected as a current liability on the balance sheets. There were no cash equivalents as of June 30, 2026 and 2025. Prepaid expenses Prepaid expenses – current portion and long-term portion of $ 7,661,967 and $ 4,190,543 , respectively, at June 30, 2026, consist primarily of costs paid for future services which will occur between 6 months to three years. Prepaid expenses – current portion and long-term portion of $ 8,334,046 and $ 10,925,835 , respectively, at June 30, 2025, consist primarily of costs paid for future services which will occur between 6 months to three years. Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity instruments for general consulting, investor relations, and business advisory services, which are being amortized over the terms of their respective agreements. Deferred Offering Costs The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through the balance sheet date that are directly related to the Company’s proposed public offering. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of June 30, 2026 and 2025 the Company had recorded $ 0 and $ 291,773 in deferred offering costs, respectively. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight line method. The depreciable amount is the cost less its residual value. The estimated useful lives are as follows: SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES Machinery and equipment - 5 years Furniture - 7 years Patents Patents are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s products are not currently approved for market, all patent costs incurred from 2013 through June 30, 2026 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency. F- 8 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Impairment of Long-Lived Assets In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. Employee Benefit/Liability Liabilities arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve months. Australian Goods and Services Tax (“GST”) Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office. Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows. As of June 30, 2026 and 2025, the Company was owed $ 13,694 and $ 5,302 , respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the consolidated balance sheet reporting dates. Derivative Instruments ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment. Convertible Notes With Variable Conversion Options The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $ 0.001 per share (“common stock”) at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “ Distinguishing Liabilities from Equity ” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as interest expense. Warrant Liability The Company accounted for the Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of these warrants is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period (see Note 8 – Series C Warrants). Series C Preferred Stock Subject to Possible Redemption The Company accounted for its Series C Convertible Preferred Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Series C Preferred stock that features mandatory redemption rights not solely within the Company’s control is classified as temporary equity. The Company’s Series C Preferred stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Series C preferred stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets (see Note 8). Income Taxes The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “ Accounting for Income Taxes ,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities. The Company follows ASC 740, Sections 25 through 60, “ Accounting for Uncertainty in Income Taxes .” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods. F- 9 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Research and Development Costs and Tax Credits In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. Total research and development costs for the years ended June 30, 2026 and 2025 were $ 625,477 and $ 223,721 , respectively. The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt. The Company applies for research and development tax credit to the Australian Taxation Office. During each of the fiscal years ended June 30, 2026 and 2025, the Company received research and development tax credit in the amount of $ 0 . The Company will submit its request for the refundable credit covering the period for the year ended June 30, 2026 and is subject to approval. Stock Based Compensation The Company records stock-based compensation in accordance with ASC 718, “ Stock Compensation ”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model. The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption. Revenue Recognition The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs and the royalty term has begun. Legal Expenses All legal costs for litigation are charged to expense as incurred. Leases The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses. F- 10 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Basic and Diluted Net Loss Per Common Share Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive. SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS June 30, 2026 June 30, 2025 Warrants with no designations 1,210 10 Series C Preferred Stock Warrants 86,877,828 - Convertible Series C Preferred stock 1,809,955 - Convertible Debt - 7,596 Total 88,688,993 7,606 Segment Reporting The Company uses “the management approach” in determining reportable operating segments. Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”). The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. All activities are related to the development of cancer treatment and the Company has not commenced commercial operations or generated revenues to date. All activities are related to the development of the cancer treatment and the Company has not commenced commercial operations or generated revenues to date. The CODM is the chief executive officer of the Company, who reviews operating results and utilizes consolidated financial information, including operating expenses, operating loss, and net loss as reported on the consolidated statements of operations, to make decisions about operating decisions, allocate resources and assess performance for the entire Company. Consolidated net loss is our segment’s primary measure of loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The single segment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying consolidated financial statements are representative of such amounts. For the years ended June 30, 2026 and 2025, the Company operates in one operating segment. Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on the Company’s previously reported financial position or results of operations and relates to the presentation of $ 23,296,390 compensation and related taxes and $ 33,622,510 professional and consulting expenses being reclassified out of administration expenses and shown separately on the consolidated statements of operations for the year ended June 30, 2025. Recent Accounting Pronouncements We have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term with the exception of those disclosed below. The applicability of any standard is subject to formal review of the Company’s financial management. On November 4, 2024 the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. This standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 applies to all public business entities (PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application. Early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s consolidated financial statements. F- 11 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On December 8, 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements. On December 17, 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update are to make other incremental improvements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. The resulting amendments are collectively referred to as Codification improvements. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on the Company’s consolidated financial statements. NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. For the fiscal year ended June 30, 2026, the Company had no revenues, had a net loss of $ 18,862,710 and had net cash used in operations of $ 5,682,635 . Additionally, as of June 30, 2026, the Company had accumulated deficit of $ 144,484,230 . It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the date of this filing. The consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty. On August 18, 2025, the Company sold 40,000 shares of common stock for total gross proceeds of $ 4,000,000 . After deducting the underwriting commissions and offering expenses, the Company received net proceeds of approximately $ 3.3 million (see Note 8). Additionally, on November 4, 2025, the Company sold 100 shares of Series C Preferred Stock of the Company and Warrants to purchase up to an additional 9,900 shares of Series C Preferred Stock, at an exercise price of $ 10,000 per Warrant share in exchange for cash payment of $ 1,000,099 to the Company before deducting offering cost (see Note 8). Additionally, the Company received proceeds of $ 3,000,000 from the exercise of Series C warrants. Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications, obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s cost structure and business plan. The Company’s ability to continue as a going concern is also dependent on its ability to further develop and execute on its business plan. However, there can be no assurances that any or all of these endeavors will be successful. NOTE 3 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of June 30: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2026 2025 Office equipment at cost $ 31,312 $ 25,078 Less: Accumulated depreciation ( 27,397 ) ( 25,078 ) Total property, plant, and equipment $ 3,915 $ - Depreciation expense for the years ended June 30, 2026 and 2025 was $ 997 and $ 0 , respectively. F- 12 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 NOTE 4 – DUE TO AND LOANS FROM FORMER DIRECTOR - RELATED PARTY Due to former director – related party Due to former director – related party represented unsecured advances made primarily by a former director for operating expenses on behalf of the Company, such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and were due upon demand. The Company was not charged interest under these advances. The total amount owed to the former director at June 30, 2026 and 2025 were $ 0 for both periods. On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the Debt Exchange”) with the former director (see below) to settle such debt. Loan from Former Director - Related Party Loan from the Company’s former director at June 30, 2026 and 2025 were $ 0 for both periods. The loan bore no interest and was payable on demand. On January 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 . Those shares were valued at approximately $ 325 per share or $ 375,000 , being the closing price of the stock on the date of grant to the former director. Accordingly, the fair market value of the shares issued was $ 375,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605 during the year ended June 30, 2025. NOTE 5 – LOANS Loans payable - Related Party Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 . Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639 USD). These loans are payable on demand and were non-interest bearing. In September 2025, the Company agreed to pay interest of 12 % per annum beginning from the funding date of these loans. The Company repaid $ 16,428 USD including additional interest expense of $ 4,805 USD on February 12, 2026. Additionally, the Company repaid $ 16,188 USD including interest expense of $ 4,793 USD on April 28, 2026. Effective August 1, 2024, the Company entered 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. 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). These loans bear no interest and are payable on demand. The Company repaid $ 12,000 AUD ($ 7,774 USD) 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 loans. The Company repaid the remaining balance of $ 3,000 AUD ($ 1,957 USD) including additional interest expense of $ 319 USD on February 12, 2026. Effective December 3, 2024, the Company entered 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, 2025 , and $ 105,000 AUD was due on April 2, 2025. The loan bears an interest rate of 12 % per annum and default interest rate of 18 % per annum. 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). This loan bore no interest and was payable on demand. The Company fully repaid $ 15,485 USD including additional interest expense of $ 1,169 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. 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 Company fully repaid $ 39,625 USD including additional interest expense of $ 1,818 on August 19, 2025. F- 13 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On June 13, 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 $ 15,000 AUD ($ 9,675 USD). The Company 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 Company fully repaid $ 9,675 USD including additional interest expense of $ 257 on August 19, 2025. Between 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. On July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD). Pursuant to such agreement, the term of such loan is three ( 3 ) years, ending on July 5, 2026, with an interest rate of 10 % to be paid monthly in arrears. In connection with such loan, the Company issued 10 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $ 15,000 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026 . The Company accounted for the 10 warrants issued with this loan payable as debt discount by using the relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $ 141,084 was based on a fair value determination using a Black-Scholes model with the following assumptions: stock price at valuation date of $ 178,500 based on the closing price of common stock at date of grant, exercise price of $ 15,000 , dividend yield of zero, expected term of 3.00 , a risk-free rate of 4.59 %, and expected volatility of 268 %. The debt discount shall be amortized over the term of this loan. A portion of the proceeds of such loan were used to repay an outstanding balance of approximately $ 143,000 due on a convertible note held by a third-party investor which had been in default. Amortization of debt discount for the years ended June 30, 2026 and 2025 was $ 46,985 for both periods. The total principal outstanding under this loan was $ 153,256 and remaining debt discount of $ 47,629 as of June 30, 2025 as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related party, net of discount of $ 105,627 . The total principal outstanding under this loan, net of discount was $ 152,612 ($ 153,256 principal and remaining unamortized debt discount of $ 644 ) as of June 30, 2026 and has been reclassified as a short-term loan. The remaining balance of all the above loans payable – related parties, net of discount amounted to $ 460,809 and $ 415,329 as of June 30, 2026 and 2025, respectively. Accrued interest for all of the above loans payable – related parties as of June 30, 2026, and 2025 was $1 28,318 and $ 56,935 , respectively. Loans Payable Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal balance of $ 0 and $ 65,280 as of June 30, 2026 and 2025, respectively. The maturity date of the Crown Bridge Note was October 3, 2020 and was past due. The Crown Bridge Note bore interest at a default interest rate of 15 % per annum. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note. Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $ 65,280 from a convertible note into a loan payable which is the principal balance at June 30, 2025. The total accrued interest from this loan amounted to $ 0 and $ 55,360 as of June 30, 2026 and 2025, respectively. On January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock in exchange for the total outstanding balance of $ 65,280 and accrued interest of $ 60,484 . Those shares were valued at approximately $ 13 per share or $ 200,000 , being the closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt at the time of exchange of $ 74,236 . Accordingly, the remaining principal balance and accrued interest at June 30, 2026 is $ 0 . Loans Payable - others In June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $ 120,000 AUD ($ 79,811 USD). The maturity dates of these loans were both in June 2025. These loans bore interest at a rate of 12 % per annum. On February 5, 2025, the Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate of 1,200 shares of common stock in exchange for the total outstanding loan including accrued interest of $ 86,248 . Those shares were valued at $ 250 per share or $ 300,000 , being the closing price of the stock on the date of grant to the two investors. Accordingly, the fair market value of the shares issued was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the year ended June 30, 2025. As of June 30, 2025, the total balance of these loans amounted to $ 0 and accrued interest of $ 6,286 . The Company fully paid the accrued interest of $ 6,286 on August 27, 2025. F- 14 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The aggregate principal outstanding on the above loans was $ 0 and $ 65,280 as of June 30, 2026 and 2025, respectively. Loans in default Loans payable – related party for total principal amount of $ 211,545 and accrued interest of $ 59,658 , which includes interest accruing at the default interest rate at 18 % with maturity dates between November 2024 and April 2025, were in default as of June 30, 2026. NOTE 6 – NOTE PAYABLE AND CONVERTIBLE NOTES The Company’s promissory notes outstanding were as follows: SCHEDULE OF PROMISSORY NOTES OUTSTANDING June 30, 2026 June 30, 2025 Principal amounts of notes payable $ - $ 589,277 Unamortized discounts - ( 45,965 ) Notes payable, net $ - $ 543,312 Promissory Notes On August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10 % original issue discount promissory note (the “Promissory Note”) in consideration for $ 120,000 , which has a principal face amount of $ 132,000 , matured on November 15, 2023 and accrued interest at a rate of 10 % per annum, and was increased to 18 % due to the event of a default. The Company had the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120% if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity date), unless the Company and the Lender agree to otherwise effect repayment. The Promissory Note contains certain customary events of default set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Promissory Note. On May 7, 2024, the August 2023 Lender notified the Company that the 130 % default repayment plus interest will be waived and shall extend the maturity of the Promissory Note to September 30, 2024. Effective May 7, 2025, the Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed to extend the maturity date of the promissory note dated August 15, 2023 , which was amended on May 7, 2024 (the “Old Note”) to June 15, 2025 and increasing the principal amount by a default penalty of $ 39,600 and adding accrued interest of $ 30,805 into the principal amount thereby increasing the current principal amount to $ 202,405 . All other terms of the Old Note shall remain unchanged and in full force and effect. As of June 30, 2025, the Promissory Note was in default. On May 7, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed to purchase a promissory note from the Company in the aggregate principal amount of $ 90,000 , for a purchase price of $ 75,000 . Such note is a non-convertible note. The maturity date of the note was on June 15, 2025 and bears interest at a rate of 10 % per annum and default interest rate of 18 % per annum. Repayment of the note may occur as follows: (a) if the Company repaid this note on or before June 7, 2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due; and (b) if the Company repaid the note after June 7, 2025 and on or before July 7, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may agree to effect repayment. As of June 30, 2025, the promissory note was in default. On June 2, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed to purchase a promissory note from the Company in the aggregate principal amount of $ 60,000 , for a purchase price of $ 50,000 . Such note is a non-convertible note. The maturity date of the note is on July 15, 2025 and bears interest at a rate of 10 % per annum and default interest rate of 18 % per annum. Repayment of the note may occur as follows: (a) if the Company repaid this note on or before July 7, 2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due; and (b) if the Company repaid the note after July 7, 2025 and on or before August 7, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may agree to effect repayment. F- 15 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On July 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase a promissory note from the Company in the aggregate principal amount of $ 82,500 , for a purchase price of $ 75,000 . Such note was a non-convertible note. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was September 15, 2025 and bore interest at a rate of 10 % per annum and default interest rate of 18 % per annum. Repayment of the note may occur as follows: (a) if the Company repaid this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due; and (b) if the Company repaid the note after August 18, 2025 and on or before September 18, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may agree to effect repayment. On August 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $ 434,905 including total accrued interest, default and prepayment penalty of $ 35,076 . As of June 30, 2026 and 2025, the total principal outstanding under these notes was $ 0 and $ 352,405 , respectively, and remaining debt discount of $ 0 and $ 3,488 as of June 30, 2026 and 2025, respectively, as reflected in the accompanying consolidated balance sheet as notes payable, net of discount. Accrued interest from these notes amounted to $ 0 and $ 5,718 as of June 30, 2026 and 2025, respectively. Amortization of debt discount from these notes for the years ended 2026 and 2025 was $ 3,488 and $ 21,512 , respectively. 1800 Diagonal Lending Promissory Notes On May 24, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable on or before March 30, 2025. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent ( 22 %) per annum from the due date thereof until the same was paid. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid on November 30, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072.50 (a total payback to the Holder of $ 56,580 ). The first payment of $ 7,072.50 was due on December 30, 2024 with 3 subsequent payments each month thereafter. The Company had a five (5) day grace period with respect to each payment. In November 2024, the Company fully paid the principal of $ 49,200 and accrued interest of $ 5,683 . On June 10, 2024, the Company entered a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds of $ 35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable on or before April 15, 2025. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty-two percent ( 22 %) per annum from the due date thereof until the same was paid. Accrued unpaid interest and outstanding principal, subject to adjustment, were to be paid on December 15, 2024 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,073 (a total payback to the Holder of $ 56,580 ). The first payment of $ 7,073 was due on January 15, 2025, with 3 subsequent payments each month thereafter. The Company had a five (5) day grace period with respect to each payment. In November 2024, the Company fully paid the principal of $ 49,200 and accrued interest of $ 5,683 . On January 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 65,000 , for a purchase price of $ 56,000 . The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was November 30, 2025 and the note bore a one-time interest charge of fifteen percent that was applied on the issuance date. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first on July 30, 2025 for $ 37,375 , and the other four payments of $ 9,344 on August 30, 2025, September 30, 2025, October 30, 2025 and November 30, 2025 (a total payback to the Holder of $ 74,750 ). The Company had a five (5) day grace period with respect to each payment. In July 2025 and August 2025, the Company fully paid the principal of $ 65,000 including interest of $ 9,750 . On March 25, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant to which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 79,200 , for a purchase price of $ 67,000 . The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was January 30, 2026 and the note bore a one-time interest charge of fifteen percent that were to be applied on the issuance date. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first on September 30, 2025 for $ 45,540 , and the other four payments of $ 11,385 on October 30, 2025, November 30, 2025, December 30, 2025 and January 30, 2026 (a total payback to the Holder of $ 91,080 ). The Company had a five (5) day grace period with respect to each payment. In August 2025, the Company fully paid the principal of $ 79,200 including interest of $ 11,880 . F- 16 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On June 13, 2025, the Company entered into a 15 % promissory note in the aggregate principal amount of $ 67,860 , for a purchase price of $ 58,000 . This note contained original issue discount of $ 8,000 and legal and financing costs of $ 9,860 for net proceeds of $ 50,000 with 1800 Diagonal Lending, LLC. The maturity date of the note was April 15, 2026 and the note bore a one-time interest charge of fifteen percent that were to be applied on the issuance date. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first on December 15, 2025 for $ 39,020 , and the other four payments on January 15, 2026, February 15, 2026, March 15, 2026 and April 15, 2026, each for $ 9,755 (a total payback to the Holder of $ 78,039 ). The Company had a five (5) day grace period with respect to each payment. In August 2025, the Company fully paid the principal of $ 67,860 including interest of $ 10,179 . The Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event of default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares of common stock. The conversion price of the above notes was 65 % multiplied by the lowest trading price for the common stock during the 10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99 % beneficial ownership limitations. Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150 % default percentage multiplied by the sum of the outstanding principal balances plus accrued interest and default interest. Between July 2025 and August 2025, the Company fully repaid the total principal amount of $ 212,060 including accrued interest for the above 1800 Diagonal Lending promissory notes. As of June 30, 2026 and 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $ 0 and $ 212,060 , respectively and accrued interest of $ 0 and $ 7,638 , respectively. Red Road Holdings Promissory Note On December 4, 2024, the Company entered into a 15 % promissory note in the amount of $ 49,200 less original issue discount of $ 8,200 and legal and financing costs of $ 6,000 for net proceeds of $ 35,000 with Red Road Holdings. The principal and accrued interest was payable on or before October 15, 2025. Any amount of principal or interest on this note which was not paid when due shall bear interest at the rate of twenty two percent ( 22 %) per annum from the due date thereof until the same was paid. Accrued interest and outstanding principal, subject to adjustment, was paid on June 15, 2025 in the amount of $ 28,290 and 4 payments each in the amount of $ 7,072 (a total payback to the Holder of $ 56,580 ). The first payment of $ 7,072 was due on July 15, 2025 with 3 subsequent payments each month thereafter. The Company had a five (5) day grace period with respect to each payment. The Company had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event of default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of common stock. The conversion price of the note was equal to 65 % multiplied by the lowest trading price for the common stock during the 10 trading days prior to the conversion date (representing a discount rate of 35 %) subject to a 4.99 % beneficial ownership limitations. Upon the occurrence of any event of defaults, the note was immediately due and payable in an amount equal to 150 % default percentage multiplied by the sum of the outstanding principal balances plus accrued interest and default interest. As of June 30, 2025, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $ 24,812 and $ 303 , respectively, after the payment of the first installment of $ 28,290 in June 2025. As of June 30, 2026, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $ 0 after the full payment of the principal of $ 24,812 including interest of $ 3,478 in July 2025 and August 2025. The total balance of the above promissory notes, net of unamortized discount of $ 45,965 was $ 543,312 at June 30, 2025. As of June 30, 2026 the total balance of the above promissory notes amounted to $ 0 and accrued interest of $ 0 . Convertible Notes The Company’s convertible notes outstanding were as follows: SCHEDULE OF CONVERTIBLE NOTES June 30, 2026 June 30, 2025 Convertible notes and debenture $ - $ 520,797 Unamortized discounts - ( 97,276 ) Premium, net - 114,400 Convertible notes, net $ - $ 537,921 F- 17 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 1800 Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements July 22, 2025 Securities Purchase Agreement On July 22, 2025, the Company entered into and closed a securities purchase agreement with 1800 Diagonal, pursuant to which the 1800 Diagonal agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 112,350 , for a purchase price of $ 107,000 . The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was April 30, 2026 , and bore interest at a rate of 10 % per annum. Such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days from the date of issuance. This note contained debt issue costs of $ 7,000 . The Company fully repaid this note in August 2025. The following terms shall apply to the above 1800 Diagonal notes: The 1800 Diagonal Note bore interest at a rate of 10 % per annum, which interest may be paid by the Company to 1800 Diagonal in shares of the Company’s common stock; but was not payable until the 1800 Diagonal Note became payable, whether at the maturity date or upon acceleration or by prepayment. During the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest due under all of the above notes, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 120 % to 125 % as defined in the note agreement. After this initial 180-day period, the Company does not have a right to prepay such note. The conversion prices for the above1800 Diagonal note was 75 % (representing a 25 % discount) of the market price which meant the average of the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion. Notwithstanding the foregoing, 1800 Diagonal was restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99 % of the outstanding shares of the Company’s common stock. The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $ 37,450 which was recorded during the year ended June 30, 2026. The above note contained certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. Failure to deliver shares of common stock upon conversion of the above 1800 Diagonal notes within three business days of notice of conversion will result in the Company paying a penalty of $ 1,000 per day, subject to certain exceptions. Upon certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal 150 % of the then-outstanding principal amount of the above 1800 Diagonal note, plus any interest accrued upon such event of default or prior events of default (the “Default Amount”). Further, upon any event of default relating to the failure to issue shares of common stock upon the conversion of such notes, such note become immediately due and payable in an amount equal to twice the Default Amount. The total principal amount outstanding under the above 1800 Diagonal financing agreements was $ 0 as of June 30, 2026 following the repayment in full of principal balance of $ 112,350 including accrued interest and prepayment penalty of $ 23,283 . Accordingly, $ 37,450 of the put premium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the year ended June 30, 2026 following repayment of the principal balance. ONE44 Capital Securities Purchase Agreements December 8, 2023 Securities Purchase Agreement On December 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $ 150,000 , such principal and the interest thereon are convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary of the December 8, 2023 ONE44 Note. The transaction contemplated by such purchase agreement closed on December 8, 2023. The December 8, 2023 One44 Note contains an original issue discount amount of $ 15,000 . Pursuant to the terms of such purchase agreement, the Company paid $ 7,500 for ONE44’s legal fees. The Company used the net proceeds from the December 8, 2023 ONE44 Note for general working capital purposes. The maturity date of the December 8, 2023 One44 Note was December 8, 2024. The December 8, 2023 ONE44 Note bears interest at a rate of 10 % per annum, which interest is payable in shares of common stock, but is not payable until the maturity date or upon acceleration or by prepayment of such note. The December 8, 2023 One44 Note along with accrued interest was fully converted in August 2025. F- 18 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The following terms shall apply to the above ONE44 note: During the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above note issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium ranging from 120 % to 135 % as defined in the relevant note. After this initial 180-day period, the Company does not have a right to prepay such note. The conversion price for the above ONE44 note was 60 % (representing a 40 % discount) of the market price of the common stock, which was based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice of conversion. Notwithstanding the foregoing, such note was subject to 4.99 % beneficial ownership limitations. The above ONE44 note was treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $ 100,000 which was recorded during fiscal year 2024. The above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 % per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. In the event that the Company fails to deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $ 250 per day the shares are not issued beginning on the 4 th day after the conversion notice was delivered to the Company. This penalty increases to $ 500 per day beginning on the 10 th day. In the event that the Company loses the bid price of its common stock on OTC markets, such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20 %. The total principal amount outstanding under the above ONE44 financing agreements was $ 104,460 and accrued interest was $ 24,962 as of June 30, 2025 following conversion of $ 14,840 of the principal balance and $ 1,006 accrued interest during the year ended June 30, 2025. Accordingly, $ 9,893 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended June 30, 2025 following conversion of the principal balance. The total principal amount and accrued interest outstanding under the above ONE44 financing agreement was $ 0 as of June 30, 2026 following conversion of $ 104,460 of the principal balance and $ 17,715 accrued interest during the year ended June 30, 2026. Accordingly, $ 69,640 of the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the principal balance. GS Capital Partners Securities Purchase Agreements August 23, 2023 Securities Purchase Agreement On August 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 77,500 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 5,000 original issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 . The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was February 23, 2024 . The GS Capital Note bore an interest at a rate of 8 % per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 60,000 per share, provided that the fixed price will be reduced to $ 30,000 per share in the event that the market price of the Common Stock trades below $ 45,000 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The August 23, 2023 GS Capital Note along with accrued interest was fully converted in July 2024. F- 19 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 October 12, 2023 Securities Purchase Agreement On October 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 61,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 3,500 original issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $ 2,500 . The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was April 12, 2024 and was in default. The GS Capital Note bore interest at a rate of 8 % per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 22,500 per share (the “Fixed Price”), provided that the Fixed Price will be reduced to $ 15,000 per share in the event that the market price of the Common Stock trades below $ 11,250 per share for ten consecutive trading days. In the event of a default under the Note and unless the Fixed Price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The October 12, 2023 GS Capital Note along with accrued interest was fully converted in August 2025. April 12, 2024 Securities Purchase Agreement On April 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 27,500 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 2,500 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was October 12, 2024 and was in default. The GS Capital Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 2,550 per share, provided that the fixed price will be reduced to $ 1,500 per share in the event that the market price of the Common Stock trades below $ 2,100 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The April 12, 2024 GS Capital Note along with accrued interest was fully converted in August 2025. August 2, 2024 Securities Purchase Agreement On August 2, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was February 2, 2025 and was in default. The GS Capital Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 2,550 per share, provided that the fixed price will be reduced to $ 1,500 per share in the event that the market price of the Common Stock trades below $ 2,100 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The August 2, 2024 GS Capital Note was fully repaid in August 2025 along with accrued interest of $ 2,748 . F- 20 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 September 20, 2024 Securities Purchase Agreement On September 20, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was March 20, 2025 and was in default. The GS Capital Note shall bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 450 per share, provided that the fixed price will be reduced to $ 150 per share in the event that the market price of the Common Stock trades below $ 450 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The September 20, 2024 GS Capital Note was fully repaid in August 2025 along with accrued interest of $ 2,416 . February 7, 2025 Securities Purchase Agreement On February 7, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 43,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was October 7, 2025 . The GS Capital Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 225 per share, provided that the fixed price will be reduced to $ 150 per share in the event that the market price of the Common Stock traded below $ 200 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The February 7, 2025 GS Capital Note along with accrued interest was fully converted in October 2025. March 11, 2025 Securities Purchase Agreement On March 11, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 33,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. The maturity date of the GS Capital Note was November 11, 2025 . The GS Capital Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 150 per share, provided that the fixed price will be reduced to $ 75 per share in the event that the market price of the Common Stock trades below $ 125 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. The March 11, 2025 GS Capital Note along with accrued interest was fully converted in December 2025. April 15, 2025 Securities Purchase Agreement On April 15, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 55,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $ 5,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes. F- 21 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The maturity date of the GS Capital Note was December 15, 2025 and was currently in default. The GS Capital Note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $ 125 per share, provided that the fixed price will be reduced to $ 62.50 per share in the event that the market price of the Common Stock trades below $ 100 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in default. On April 14, 2026, the Company entered into a promissory note extension agreement with GS Capital whereby the lender agreed to extend the maturity date of this note from December 15, 2025 to July 15, 2026. The April 15, 2025 GS Capital Note along with accrued interest was fully converted in June 2026. The following terms shall apply to all of the above GS Capital notes: Pursuant to the above GS Capital notes, in the event that such conversion price is below the par value of the Common Stock, the Company has agreed to take all steps to reduce such par value or conduct a reverse split of its Common Stock, as applicable. Notwithstanding the foregoing, such conversion price and lookback periods are subject to adjustment in favor of the Investor in the event the Company issues securities to another party with more favorable conversion terms, and such conversions are subject to a 4.99% beneficial ownership limitation (which may be increased to 9.9% upon 60 days’ prior written notice from the holder of the Note) and adjustments for mergers, consolidations, reorganizations and similar events set forth in the Note, other than a transfer or sale of all or substantially all Company assets. Pursuant to the Note, the Company is required to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to any increase of such reserved amount to reflect the Company’s obligations under the Note. Additionally, the conversion prices of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms. The effective conversion price of the outstanding GS Capital notes are 60 % (representing a 40 % discount) of the market price, which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the delivery of a notice of conversion. The above GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value (see Note 12). During the first 60 to 180 days following the date of the above GS Capital notes, the Company had the right to prepay the principal and accrued but unpaid interest due under all of the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital under the terms of the notes, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note. After this initial 180-day period, the Company does not have a right to prepay such notes. Upon the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 % per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event that the Company failed to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under all of the above GS Capital notes, the penalty becomes $ 250 per day for each day that the shares were not issued beginning on the 4 th day after the conversion notice was delivered to the Company. This penalty increases to $ 500 per day beginning on the 10 th day. In the event that the Company loses the bid price of its common stock on OTC markets, such GS Capital note does not incur penalty and instead the outstanding principal amount increases by 20 %. The total principal outstanding and accrued interest under all of the above GS Capital notes were $ 252,650 and $ 23,676 , respectively, as of June 30, 2025, following conversion of $ 54,850 of the principal balance and $ 4,365 accrued interest during the year ended June 30, 2025. During the year ended June 30, 2025, an aggregate total of $ 252,650 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value (see Note 12). The total principal outstanding and accrued interest under all of the above GS Capital notes were both $ 0 , as of June 30, 2026, following conversion of $ 186,650 of the principal balance, $ 18,580 accrued interest and $ 2,812 conversion fees during the year ended June 30, 2026. Additionally, the Company repaid total principal balance of $ 66,000 and accrued interest of $ 5,164 in August 2025. F- 22 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 104 LLC Securities Purchase Agreement March 5, 2024 Securities Purchase Agreement Effective March 5, 2024, the Company entered into and closed a securities purchase agreement with 104 LLC (“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 50,000 , for a purchase price of $ 46,875 , after an original issue discount of $ 3,125 . The Company paid legal and financing costs of $ 7,500 . The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was March 1, 2025 and was in default. The note bore interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default. The March 5, 2024 104 note along with accrued interest was fully converted in August 2025. June 20, 2024 Securities Purchase Agreement Effective June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $ 33,750 , for a purchase price of $ 30,375 , after an original issue discount of $ 3,375 . The Company paid legal and financing costs of $ 5,200 . The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was June 20, 2025 and was in default. The note bore interest at a rate of eight percent ( 8 %) per annum, which may be increased to sixteen percent ( 16 %) in the event of a default. The June 20, 2024 104 note along with accrued interest was fully converted in August 2025. The principal and interest on the notes were convertible into shares of common stock of the Company at the option of 104 at any time following the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65 % of the lowest closing trade price of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35 %). Notwithstanding the foregoing, such conversions were subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets. Pursuant to the notes, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s obligations under the notes. The above 104 notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 45,096 as a put premium during fiscal year 2024. During the first 60 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the notes. The 104 notes contained certain events of default, including failure to pay principal and interest when due, failure to timely issue the conversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements with the U.S. Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under any other note issued to the investor, as well as certain customary events of default set forth in the notes, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation. Upon an event of default, the notes became immediately due and payable by the Company. Upon the occurrence of any event of defaults, these notes were immediately due and payable in an amount equal to 150% default percentage multiplied by the sum of the outstanding principal balances plus accrued interest and default interest. The Company recorded a total default penalty of $ 41,563 as additional principal as of June 30, 2025. The total principal amount outstanding and accrued interest under all of the above 104 notes was $ 124,688 including the default penalty and accrued interest of $ 9,093 as of June 30, 2025, following conversion of $ 625 of the principal balance and $ 4,000 accrued interest during fiscal year 2025. The total principal amount outstanding and accrued interest under all of the above 104 notes was $ 0 as of June 30, 2026, following conversion of $ 124,688 of the principal balance and $ 8,819 accrued interest in August 2025. Accordingly, $ 44,760 of the put premium was released to additional paid in capital in respect to the 104 notes following the conversion of the principal balance. F- 23 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Geebis Consulting Purchase Agreement December 13, 2024 Securities Purchase Agreement On December 13, 2024, the Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant to which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 22,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of Geebis. The Geebis note contained a $ 2,000 original issue discount. The Company used the net proceeds from the Geebis note for general working capital purposes. The maturity date of the Geebis note was June 15, 2025 and was in default. The Geebis note bore interest at a rate of 8 % per annum, which interest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The Geebis note was exchangeable for an equal aggregate principal amount of note of different authorized denominations, as requested by Geebis surrendering the same. The initial conversion price for the Geebis note was equal to $ 450 per share, provided that the fixed price will be reduced to $ 150 per share in the event that the market price of the common stock trades below $ 450 per share for five consecutive trading days. In the event of default, the conversion price shall be equal to the lowest trading price of the common stock on which the Company’s shares were then traded or any exchange upon which the common stock may be traded in the future. June 12, 2025 Securities Purchase Agreement On June 12, 2025, the Company entered into a securities purchase agreement with Geebis, pursuant to which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 25,000 , such principal and the interest thereon were convertible into shares of the Company’s common stock at the option of Geebis. The Geebis note contained a $ 2,500 original issue discount. The Company used the net proceeds from the Geebis note for general working capital purposes. The initial conversion price for this note was equal to $ 125 per share, provided that the fixed price will be reduced to $ 100 per share in the event that the market price of the common stock trades below $ 75 per share for five consecutive trading days. In the event of default, the conversion price shall be equal to 65% of the lowest ten trading price of the common stock on which the Company’s shares are then traded or any exchange upon which the common stock may be traded in the future. The following terms shall apply to all of the above Geebis notes: Notwithstanding the foregoing, such conversions were subject to a 4.99 % beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events set forth in the note, other than a transfer or sale of all or substantially all Company assets. Pursuant to the note, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s obligations under the note.Additionally, the conversion price of the Geebis note will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms. The effective conversion price of the outstanding Geebis note was 60 % (representing a 40 % discount) of the market price, which was the lowest closing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion. The above Geebis notes were bifurcated from the embedded conversion option which were recorded as derivative liabilities at fair value (see Note 12). During the first 60 to 180 days following the date of the above Geebis notes, the Company had the right to prepay the principal and accrued but unpaid interest due under all of the above notes issued to Geebis, together with any other amounts that the Company may owe Geebis under the terms of the note, at a premium ranging from 110 % to 125 % of the principal amount and interest of such note. After this initial 180-day period, the Company does not have a right to prepay such notes. Upon the occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24 % per annum or, if such rate was usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event that the Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under all of the above Geebis note, the penalty became $ 250 per day for each day that the shares were not issued beginning on the 4 th day after the conversion notice was delivered to the Company. This penalty increased to $500 per day beginning on the 10 th day. In the event that the Company loss the bid price of its common stock on OTC markets, such Geebis notes do not incur penalty and instead the outstanding principal amount increases by 20 %. In February 2025, the Company repaid $ 8,000 of the principal amount. The total principal outstanding and accrued interest under all of the above Geebis notes were $ 39,000 and $ 821 , respectively, as of June 30, 2025. As of June 30, 2025, an aggregate total of $ 39,000 of the above Geebis note was bifurcated with the embedded conversion option which was recorded as derivative liabilities at fair value as of June 30, 2025 (see Note 12). F- 24 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 In August 2025, the Company repaid $ 25,000 of the principal amount and accrued interest of $ 2,916 . Additionally, the Company fully converted $ 14,000 of the principal balance and $ 1,423 accrued interest in August 2025. Consequently, the total principal outstanding and accrued interest under all of the above Geebis notes were $ 0 as of June 30, 2026. As a result of the above debt extinguishments, the Company recorded a net gain on debt extinguishment of $ 133,071 for the year ended June 30, 2026. Amortization of debt discounts The Company recorded $ 12,350 and $ 244,000 of debt discounts related to the above note issuances during the years ended June 30, 2026 and 2025, respectively. The Company recorded $ 37,450 and $ 0 of put premiums related to the above note issuances during the years ended June 30, 2026 and 2025, respectively. The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal. Amortization of all debt discounts for the years ended June 30, 2026 and 2025 was $ 210,076 and $ 303,563 , respectively. The Company reclassified $ 114,399 and $ 10,229 in put premiums to additional paid in capital following conversions during the years ended June 30, 2026 and 2025, respectively. Additionally, $ 37,450 of the put premium was recorded into gain on extinguishment of debt during the year ended June 30, 2026 following repayment of the principal balance. NOTE 7 – INCOME TAXES The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, during the year ended June 30, 2026. The Company applied the guidance retrospectively to all periods presented. The adoption affected the Company’s income tax disclosures but did not have a material impact on its consolidated financial statements. The Company evaluated the provisions of the One Big Beautiful Bill Act (“OBBBA”) and determined that they did not have a material impact on the Company’s consolidated financial statements or related income tax disclosures. The Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets and liabilities for future tax consequences or for events that were previously recognized in the Company’s financial statements or tax returns. The measurement of deferred tax assets and liabilities is based on enacted tax law provisions. The effects of future changes in tax laws or rates are not anticipated. Through June 30, 2010, the Company operated exclusively in Australia. The Company was wholly subject to Australian income tax laws and regulations, which are administered by the Australian Taxation Office for the years ended June 30, 2010 and all prior years. On November 23, 2010, the Company was incorporated in the state of Delaware. In January 2011, the Company acquired all of the outstanding shares of Propanc PTY LTD on a one-for-one basis with Propanc PTY LTD becoming a wholly owned subsidiary of the Company. As a result of these transactions, the Company is subject to the income tax laws of both the United States and Australia for the years ended June 30, 2014 through June 30, 2026. The reconciliation of income tax expense computed at the U.S. federal statutory rate of 21% to the income tax provision for the years ended June 30, 2026 and 2025 is as follows: SCHEDULE OF INCOME TAX PROVISION Year Ended June 30, 2026 % June 30, 2025 % Loss before Income taxes $ ( 18,862,710 ) $ ( 58,923,300 ) Taxes under statutory US tax rates $ ( 3,961,170 ) 21 % $ ( 12,373,893 ) 21 % Increase (decrease) in valuation allowance 3,668,330 ( 19.4 )% 12,383,827 ( 21 )% Foreign tax rate differential ( 72,125 ) 0.4 % ( 54,939 ) 0.1 % Settlement expenses 67,200 ( 0.4 )% - - Foreign exchange revaluation of foreign NOLs 307,160 ( 1.7 )% - - Other ( 17,630 ) 0.1 % 92,571 ( 0.2 )% Prior period adjustment - - ( 47,566 ) 0.1 % Other adjustments 8,235 0.0 % - - Income tax (expense) benefit $ - 0 % $ - 0 % There were no tax benefit on its consolidated statement of operations and comprehensive income (loss) in both fiscal year 2026 and 2025. F- 25 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities consist of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended June 30, 2026 June 30, 2025 Deferred tax assets Warrant Derivative Liability $ 486,514 $ 468,457 Accrued Expenses 624,997 614,493 Prepaid Investor Services 582,409 582,409 Non-cash interest 817,536 817,536 Intangibles (Intellectual Property and Patent Cost) 417,441 367,347 Deferred Rent 5,084 4,114 Formation Expense 6,553 6,553 Net Operating Loss carryforward 27,614,180 25,483,996 Gain on extinguishment of debt 11,440 102,604 Total Deferred tax assets $ 30,566,154 $ 28,447,509 Deferred tax liabilities Research and Development $ ( 202,718 ) $ ( 202,718 ) Stock Based Compensation ( 2,396,363 ) ( 3,960,547 ) Foreign Exchange Loss (OCI) ( 39,379 ) ( 39,379 ) Capital Raising Costs ( 413,245 ) ( 398,746 ) Total deferred tax liabilities $ ( 3,051,705 ) $ ( 4,601,390 ) Net deferred tax assets $ 27,514,449 $ 23,846,119 Valuation allowance ( 27,514,449 ) ( 23,846,119 ) Net deferred tax assets $ - $ - At June 30, 2026, the Company had U.S. net operating loss carry forwards of $ 96,782,863 that may be offset against future taxable income, subject to limitation under IRC Section 382. At June 30, 2026, the Company had Australia net operating loss carry forwards of $ 29,159,115 which can be carried forward without expiration. No tax benefit has been reported on the June 30, 2026 and 2025 consolidated financial statements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration of available positive and negative evidence. The Company applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a tax return, which resulted in no unrecognized tax benefits as of June 30, 2026 and 2025, respectively. Management has determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire amount of such benefits. The Company follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s financial statements. Recognition involves a determination whether it is more likely than not that a tax position will be sustained upon examination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of all relevant information. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the consolidated statement of operations. As of June 30, 2026, the Company had no unrecognized tax benefits. There were no changes in the Company’s unrecognized tax benefits during the years ended June 30, 2026 and 2025. The Company did not recognize any interest or penalties during fiscal 2026 or 2025 related to unrecognized tax benefits. The income tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities. NOTE 8 – STOCKHOLDERS’ EQUITY Reverse Stock Split On August 7, 2024, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to and execute a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “January 2025 Reverse Stock Split”). The January 2025 Reverse Stock Split became effective as of January 29, 2025. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. F- 26 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 In March 2026, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse Stock Split”). The Reverse Stock Split became effective as of May 18, 2026. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the reverse stock splits. Preferred Stock The total number of shares of preferred stock that the Company is authorized to issue is 1,500,005 , $ 0.01 par value per share. These preferred shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate of designation filed by the Company with the State of Delaware. Series A Preferred Stock Of the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014. There were no shares of Series A Preferred Stock issued and outstanding as of June 30, 2026 and 2025 for both periods. Series B Preferred Stock Pursuant to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred stock have been designated as Series B Preferred Stock, par value $ 0.01 per share, of the Company (“Series B Preferred Stock”). Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. One share of Series B Preferred Stock is issued and outstanding as of June 30, 2026 and 2025. Mr. Nathanielsz, the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock. No additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2026 and 2025. Convertible Series C Preferred Stock and Series C Warrants On November 4, 2025 (the “Closing Date”), the Company completed a private placement pursuant to a Securities Purchase Agreement with Hexstone Capital LLC (“Hexstone”). At closing, Hexstone purchased 100 shares of Series C Preferred Stock (the “Initial Preferred Shares”), par value $ 0.01 , with a stated value of $ 10,000 per share, for total gross proceeds of $ 1,000,099 . The Company paid legal fees of $ 50,000 related to this private placement and was recorded as deemed dividend during the year ended June 30, 2026 due to the temporary equity classification as noted below. In connection with the transaction, the Company also issued warrants to purchase up to 9,900 additional shares of Series C Preferred Stock. Each warrant is exercisable for one share of Series C Preferred Stock at an exercise price of $ 10,000 per share (subject to equitable adjustments by the Company relating to stock-splits, reclassifications, combination, extraordinary distributions and similar events) and expires two years from issuance. The Series C Preferred Stock and warrants were issued in a private placement. The Series C Preferred Stock shall have a stated value of $ 10,000 per share and liquidation value equal to the greater of (A) 100 % of stated value of such Series C Preferred Stock and (B) the amount per share such holder would receive if such holder converted into Common Stock immediately prior to the date of such payment. The holder of Series C Preferred Stock shall have a dividend rate of 0 %. However, the dividend rate shall automatically be increased to ten percent ( 10.0 %) per annum upon any bankruptcy triggering event as defined in the Certificate of Designation. F- 27 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 At any time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of common stock of the Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $ 10,000 by the conversion price. The conversion price shall be the lesser of the fixed conversion price of $ 125.00 per share or 85% (or 70% if the common stock is suspended from trading on or delisted from the principal market at any time after the initial issuance date (whether or not subsequently cured)), or, in the case of the Initial Preferred Shares) of the of the lowest trading price of the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company and ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds the product of the conversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the shares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such period, the “Conversion Measuring Period”); provided, however, that each day on which (i) the Common Stock has been suspended for trading on all Eligible Markets, (ii) Conversion Shares cannot be sold by the Holder because of violation of Section 32 by the Company, or (iii) Conversion Shares are not delivered after the Share Delivery Deadline, that day’s dollar volume shall be excluded from the calculation of the total aggregate dollar volume of the Conversion Measuring Period. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during such Conversion Measuring Period; provided further that in no event shall the Conversion Price be lower than the initial Floor Price of $ 12.50 subject to adjustment per the Board’s discretion. In February 2026, the floor price was adjusted to a new floor price of $ 1.25 . In May 2026, the floor price was readjusted to $ 0.05 after the reverse stock split. As of June 30, 2026, the effective floor price is $ 0.05 . Subject to the limitations specified in the Certificate of Designation, holders of Series C Preferred Stock shall have the right to vote on all matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an “as converted” basis using the conversion price. Upon any bankruptcy triggering event, the Company were to immediately redeem, in cash, each of the Series C Preferred Stock then outstanding at a redemption price equal to the applicable triggering event redemption price. Each of the Series C Preferred Stock subject to redemption by the Company were to be redeemed by the Company at a price equal to the greater of (i) the product of (A) the conversion amount to be redeemed multiplied by (B) the redemption premium of 110% and (ii) the product of (X) the conversion rate with respect to the conversion amount in effect multiplied by (Y) the product of (1) the redemption premium of 110% multiplied by (2) the VWAP of the Common Stock on any trading day during the period commencing on the date immediately preceding such triggering event and ending on the trading date prior to the date the Company makes the entire payment required to be made. On May 5, 2026, the Company filed a certificate of amendment of certificate of designations of Series C Convertible Preferred Stock whereby amongst other things, the Company removed the mandatory redemption upon any bankruptcy triggering event (the “May 5, 2026 Amended Series C Designation”) . Although the Series C Preferred Stock does not have a fixed maturity date and is not mandatorily redeemable on a specified date, the contingent mandatory redemption feature upon a bankruptcy triggering event was considered a conditional obligation to transfer assets outside the Company’s control. Accordingly, the Company determined that under ASC 480, the Series C Preferred Stock was initially treated as temporary equity until the May 5, 2026 Amended Series C Designation. Upon issuance of the Series C Preferred Stock, the Company allocated the fair value of $117,754 to the Series C Preferred and subsequent accretion to redemption value at issuance date. Accordingly, during the year ended June 30, 2026, the Company accreted $882,246 to redemption value along with the $50,000 in offering costs and was recorded as deemed dividend totaling $932,246 which was charged to additional paid in capital in the absence of retained earnings in the Company. On May 5, 2026, the date the Series C designation was amended, there were 100 shares of Series C Preferred Stock at that time with a redemption value of $1,000,000 and was reclassified from temporary equity to permanent equity. Additionally, due to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement in connection with this Securities Purchase Agreement, the Company accrued a registration rights penalty amounting to $ 6,000 , which is payable in 100,000 shares of the Company’s common stock to Hexstone and was included in accrued expenses and other payables on the accompanying consolidated balance sheets as of June 30, 2026 and a corresponding other expense during the year ended June 30, 2026. Series C Preferred Stock Conversions In January 2026, the Company issued an aggregate of 183,655 shares of its common stock as a result of the conversion of 50 Initial Preferred Shares of the Series C Preferred stock during such period. Between March 2026 and June 2026, the Company issued an aggregate of 452,489 shares of its common stock as a result of the conversion of 50 shares of Series C Preferred stock during such period. In June 2026, the Company issued an aggregate of 323,856 shares of its common stock and recorded common stock issuable of 295,340 shares as a result of the conversion of 50 shares of Series C Preferred stock during such period. The common stock issuable of 295,340 shares were issued between July 2026 and August 2026. In June 2026, the Company issued an aggregate of 408,451 shares of its common stock and recorded common stock issuable of 141,000 shares as a result of the conversion of 50 Initial Preferred Shares of Series C Preferred stock during such period. The common stock issuable of 141,000 shares were issued in July 2026. F- 28 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Issuance of Series C Preferred Stock upon exercise of Series C Warrants In February 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 . In March 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 . In April 2026, the Company issued 50 share of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price of $ 10,000 per share and received aggregate gross proceeds of $ 500,000 . Accordingly, the fair value of the warrant liability on the date of exercise of $ 8,925 was reclassified into additional paid in capital during the year ended June 30, 2026. In June 2026, the Company issued 150 shares of Series C preferred stock upon the exercise of 150 Series C Warrants with an exercise price of $ 10,000 per share and received aggregate gross proceeds of $ 1,500,000 . There were 200 shares of Series C Preferred Stock issued and outstanding as of June 30, 2026 with a redemption value amounted to $ 2,000,000 . Series C Warrants The Company had previously accounted for the 9,900 warrants issued on November 4, 2025, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment and were recorded as a liability since the host instrument itself (Series C Preferred Stock) was classified as temporary equity. The initial valuation of the 9,900 warrants was valued at $ 882,345 on November 4, 2025 and was recorded at fair value as of each reporting date with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change in fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant liability to be reclassified to stockholders’ equity which occurred on May 5, 2026 due to the May 5, 2026 Amended Series C Designation. The Company utilized a Monte Carlo Simulation model to estimate the fair values of the 9,900 warrants, which incorporated significant inputs that were not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized for measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market participants would use in valuing the contingent consideration. The Company determined the fair value by using the below key inputs to the Monte Carlo Simulation Model. The key inputs for the warrant liability were as follows as of initial valuation on November 4, 2025: SCHEDULE OF KEY INPUTS WARRANT LIABILITY Key Valuation Inputs Expected term (years) 2.00 Annualized volatility 92.27 % Risk-free interest rate 3.58 % Series C Convertible Preferred Stock per Share Value $ 1,177.54 Dividend yield 0.00 % Exercise price $ 10,000.00 The key inputs for the warrant liability were as follows as of May 5, 2026 (date of reclassification of warrant liability into equity): Key Valuation Inputs Expected term (years) 1.50 Annualized volatility 115.07 % Risk-free interest rate 3.85 % Series C Convertible Preferred Stock per Share Value $ 1,073.46 Dividend yield 0.00 % Exercise price $ 10,000.00 F- 29 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Accordingly, the total fair value of the warrant liability on May 5, 2026 of $ 973,115 was reclassified into additional paid in capital during the year ended June 30, 2026. Common Stock Shares issued for cash On August 14, 2025, the Company entered into an underwriting agreement with D. Boral Capital, LLC, as representative of the underwriters in connection with a public offering of the Company’s common stock. The Underwriting Agreement provided for the offer and sale of 40,000 shares of common stock at a price to the public of $ 100.00 per share (the “Offering”). In connection therewith, the Company agreed to issue to the representative, warrants to purchase 1,200 of shares of common stock at a price equal $ 100.00 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision. The Company also granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 6,000 shares of common stock which was not consummated. The Company paid underwriting commissions and offering expenses under the terms of the agreement of $ 535,000 in August 2025 upon closing of the Offering (see below). On August 18, 2025, the Offering was completed. At the closing, the Company (i) sold 40,000 shares of Common Stock for total gross proceeds of $ 4,000,000 , and (ii) issued the Representative’s Warrants. After deducting the underwriting commissions and offering expenses, the Company received net proceeds of approximately $ 3.3 million after deducting commissions and related offering expenses (including legal and accounting fees) of approximately $ 686,000 (“Total Offering Fees”). During the year ended June 30, 2026, deferred offering costs of $ 281,773 (included in the Total Offering Fees) were charged to additional paid-in capital upon the completion of the Offering. Shares issued for conversion of convertible debt From July 1, 2024 through March 2025, the Company issued an aggregate of 353 shares of its common stock at an average contractual conversion price of $ 300 as a result of the conversion of principal of $ 70,315 , interest of $ 9,371 and conversion fees of $ 5,520 underlying certain outstanding convertible notes converted during the year. Included in the above conversion during the year ended June 30, 2025, were principal aggregate amount of convertible notes of $ 54,850 , accrued interest of $ 4,365 and conversion fees of $ 3,770 containing bifurcated embedded conversion option derivatives which were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $ 154,154 , resulting in a loss on extinguishment at the time of conversion of $ 91,169 and $ 73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $ 17,529 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements of operations. The Company reclassified $ 10,229 from put premium liabilities to additional paid in capital following conversions and repayment during the year ended June 30, 2025. From July 1, 2025 through September 30, 2025, the Company issued an aggregate of 7,799 shares of its common stock at an average contractual conversion price of approximately $ 44 as a result of the conversion of principal of $ 298,797 , interest of $ 37,053 and conversion fees $ 4,906 underlying certain outstanding convertible notes converted during such period. From October 1, 2025 through December 31, 2025, the Company issued an aggregate of 5,107 shares of its common stock at an average contractual conversion price of approximately $ 44 as a result of the conversion of principal of $ 76,000 , interest of $ 4,441 and conversion fees $ 937 underlying certain outstanding convertible notes converted during such period. In June 2026, the Company issued an aggregate of 67,832 shares of its common stock at an average contractual conversion price of approximately $ 0.90 as a result of the conversion of principal of $ 55,000 , interest of $ 5,043 and conversion fees $ 937 underlying certain outstanding convertible notes converted during such period. Included in the above conversion during the year ended June 30, 2026, were principal aggregate amount of convertible notes of $ 200,650 , accrued interest of $ 20,003 and conversion fees of $ 3,280 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $ 444,258 , resulting in a loss on extinguishment at the time of conversion of $ 220,325 and $ 390,182 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $ 169,857 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements of operations. The Company reclassified $ 114,399 from put premium liabilities to additional paid in capital following conversions during the year ended June 30, 2026. F- 30 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Shares issued for conversion of Series C Preferred Stock In January 2026, the Company issued an aggregate of 183,655 shares of its common stock as a result of the conversion of 50 shares of Series C Preferred stock during such period. Between March 2026 and June 2026, the Company issued an aggregate of 452,489 shares of its common stock as a result of the conversion of 50 shares of Series C Preferred stock during such period. In June 2026, the Company issued an aggregate of 323,856 shares of its common stock as a result of the conversion of 50 shares of Series C Preferred stock during such period. In June 2026, the Company issued an aggregate of 408,451 shares of its common stock as a result of the conversion of 50 Initial Preferred Shares of Series C Preferred stock during such period. Shares issued for services rendered On August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August 12, 2024 to October 12, 2024 for a total fee of $ 7,500 for each consultant. In August 2024, the Company issued an aggregate of 10 shares of common stock to the consultants related to this consulting agreement. Those shares were valued at approximately $ 1,500 per share or $ 15,000 , being the closing price of the stock on the date of grant to such consultants. During the year ended June 30, 2025, the Company recorded stock-based compensation of $ 15,000 . On March 3, 2025, the Company issued an aggregate of 342,220 shares of common stock to certain officers, employees, directors and consultants for services rendered. Those shares were valued at approximately $ 150 per share or $ 51,333,000 , being the closing price of the stock on the date of grant. During the year ended June 30, 2025, the Company recorded stock-based compensation of $ 51,333,000 . On August 15, 2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related services for a monthly fee of $ 100,000 and a one-time payment of $ 300,000 upon signing this agreement. On August 30, 2025, the Company amended this agreement whereby the Company agreed to provide additional compensation by issuing 20,000 shares of common stock every three months. The first issuance of shares occurred on September 1, 2025 and subsequent issuances shall occur on the first day of every three-month period thereafter. Except for the changes made in the amendment, all other terms and provisions of the original agreement shall remain unchanged and in full force and effect. These shares were valued at approximately $ 68 or $ 1,365,000 , being the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 1,365,000 . On August 24, 2025, the Company incurred consulting fees of $ 43,748 for management advisory services rendered to a consultant. The Company agreed to issue 437 shares of shares of common stock to consultant. These shares were valued at approximately $ 100 or $ 43,748 , being the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 43,748 . In October 2025, the Company issued an aggregate of 173 share of common stock for services rendered and to be rendered from September 25, 2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately $ 43 or $ 7,500 , being the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 7,500 . In January 2026, the Company issued an aggregate of 593 shares of common stock for services rendered and to be rendered from December 26, 2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately $ 13 or $ 7,500 , being the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 7,500 . On March 16, 2026, the Company issued an aggregate of 1,020,000 shares of common stock to certain officers, employees, directors and consultants for services rendered. Those shares were valued at approximately $ 3.50 per share or $ 3,570,000 , being the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 3,570,000 related to such grant. F- 31 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Shares issued for prepaid services Between January 9, 2025 and March 23, 2025, the Company issued an aggregate of 81,000 shares of fully vested, non-forfeitable common stock to various consultants for consulting, investor relations and business advisory services with service terms ranging from 6 months to three years. Those shares were valued at a weighted average price of approximately $ 300 (ranging from $ 175 to $ 375 ) or $ 23,881,110 , being the closing prices of the stock on each respective date of grants. During the years ended June 30, 2026 and 2025, the Company recorded stock-based compensation of $ 8,498,492 and $ 4,621,230 , respectively, related to this transaction. On March 16, 2026, the Company issued an additional 300,000 shares of fully vested, non-forfeitable common stock to various consultants for consulting, investor relations and business advisory services related to existing 3 -year consulting agreements dated between January 2025 and March 2025. Those shares were valued at approximately $ 3.50 per share or $1,050,000, being the closing price of the stock on the date of grant. At the date of grant, the Company recorded prepaid expense – current portion of $ 589,523 and prepaid expense – long-term portion of $ 460,477 to be amortized over the remaining terms of the respective agreements. During the year ended June 30, 2026, the Company recorded stock-based compensation of $ 8,498,492 related to this transaction. At June 30, 2025, the Company recorded prepaid (stock based) expense – current portion of $ 8,334,046 and prepaid (stock based) expense – long-term portion of $ 10,925,835 to be amortized over the terms of the respective agreements. At June 30, 2026, the Company recorded prepaid (stock based) expense – current portion of $ 7,620,846 and prepaid (stock based) expense – long-term portion of $ 4,190,543 to be amortized over the terms of the respective agreements. Shares issued in connection with Debt Exchange Agreements Between January 5, 2025 and March 5, 2025, the Company issued an aggregate of 2,040 shares of common stock to certain vendors in exchange for payment of outstanding balance of accounts payable of $ 129,354 pursuant to debt exchange agreements. Those shares were valued at a weighted average price of approximately $ 225 (ranging from $ 175 to $ 325 ) or $ 437,500 , being the closing prices of the stock on each respective date of grants. Common stock issuable of 310 shares shall be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor. Accordingly, the fair market value of the shares issued and issuable was $ 468,500 , resulting in a loss on extinguishment of debt at the time of exchange of $ 339,146 during the year ended June 30, 2025. On January 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 loan of $ 74,395 . Those shares were valued at approximately $ 325 per share or $ 375,000 , being the closing price of the stock on the date of grant to the former director. Accordingly, the fair market value of the shares issued was $ 375,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 300,605 during the year ended June 30, 2025. On February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 1,200 shares of common stock in exchange for the total outstanding loan including accrued interest of $ 86,248 . Those shares were valued at $ 250 per share or $ 300,000 , being the closing price of the stock on the date of grant to the two investors. Accordingly, the fair market value of the shares issued was $ 300,000 , resulting in a loss on extinguishment of debt at the time of exchange of $ 213,752 during the year ended June 30, 2025. On January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge (see Note 5) and issued 15,792 shares of common stock in exchange for the total outstanding loan balance of $ 65,280 and accrued interest of $ 60,484 . Those shares were valued at approximately $ 13 per share or $ 200,000 , being the closing price of the stock on the date of grant, resulting in a loss on extinguishment of debt at the time of exchange of $ 74,236 . Shares issued in connection with a Warrant Exchange Agreement On March 3, 2025, the Company issued 36,000 shares of common stock to an investor in exchange for all the existing warrants (the “Warrant Exchange Warrants”) that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement. The fair value of the surrendered Exchange Warrants exceeded the fair value of the 36,000 shares of common stock issued. Accordingly, there was no deemed dividend recorded in connection with the Warrant Exchange Agreement. The fair value of the 36,000 shares of common stock issued was $ 150 per share or $ 5.4 million based on the quoted trading price on the exchange date. F- 32 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Restricted Stock Units Pursuant to employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to the Company’s Chief Executive Officer and Chief Scientific Officer. Such restricted stock units are subject to vesting terms as defined in the employment agreements. Such restricted stock units were valued at the fair value of approximately $ 497,240 based on the quoted trading price on the date of grant. There were $ 248,620 unrecognized restricted stock units expense as of June 30, 2026 and 2025. A de minimis amount of unvested restricted stock units which are subject to various performance conditions have not yet been met and have not yet vested as of June 30, 2026 to which the above amount of $ 248,620 relates to. Stock Options On the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of nil share of the Company’s common stock for issuance under the 2019 Plan. Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units. During the years ended June 30, 2026 and 2025, there were de minimis number of options after the Reverse Stock Split. During the years ended June 30, 2026 and 2025, the Company recognized stock-based compensation of $ 0 for both periods. There was $ 0 of unvested stock options expense as of June 30, 2026. No stock options were granted during the years ended June 30, 2026 and 2025. Stock Warrants The following table summarizes common stock warrant activity for the years ended June 30, 2026 and 2025: SUMMARY OF WARRANT ACTIVITY Weighted Number of Average Warrants Price Per Share Outstanding at June 30, 2024 10 $ 31.00 Granted - - Exercised - - Cancelled* - - Expired - - Outstanding at June 30, 2025 10 $ 31.00 Granted – Common stock warrants 1,200 100.00 Granted – Series C preferred stock warrants 9,900 10,000.00 Exercised – Series C preferred stock warrants ( 300 ) 10,000.00 Cancelled - - Expired - - Outstanding at June 30, 2026 10,810 $ 8,905.64 Exercisable at June 30, 2026 10,810 $ 8,905.64 Outstanding and Exercisable: Weighted average remaining contractual term 1.66 Aggregate intrinsic value $ - * On March 3, 2025, the Company cancelled all the existing warrants (de minimis number of shares of Series A warrants, Series B warrants, and Series C warrants) held by an investor pursuant to a Warrant Exchange Agreement (see above). F- 33 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Repurchase Plan On June 17, 2026, the Company entered into a common stock repurchase plan (the “Repurchase Plan”) with a broker. The Repurchase Plan provides for the repurchase of shares of the Company’s common stock in an aggregate amount of up to $ 5.0 million, subject to the terms, conditions and trading parameters specified in the Repurchase Plan. Repurchases under the Repurchase Plan may be made from time to time through open-market transactions and are subject to applicable securities laws, market conditions and the limitations set forth in the Repurchase Plan. The Repurchase Plan does not obligate the Company to repurchase any minimum number or dollar amount of shares. Unless terminated earlier in accordance with its terms, the Repurchase Plan will terminate on December 31, 2026, or upon the occurrence of certain other events specified in the Repurchase Plan. As of June 30, 2026, no shares of common stock had been repurchased under the Repurchase Plan (see Note 13). NOTE 9 – COMMITMENTS AND CONTINGENCIES Legal Matters On December 9, 2025, the Company was served with a complaint (the “Complaint”) filed in the Superior Court of the State Delaware by an investment firm (the “Investment Firm”). In the Complaint, the Investment Firm alleges breach of an engagement agreement dated August 3, 2025 (the “Engagement Agreement”) between the Company and the Investment Firm and argued that the Company owed the Investment Firm a $15,000 deal deposit fee for entering into the Engagement Agreement and a $250,000 break fee for not completing an equity financing with the Investment Firm. On January 15, 2026, the Company filed an answer to the Complaint with the Superior Court of the State of Delaware and intended to vigorously defend the action. Other than as described above, there is no other action, suit, or proceeding by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting our Company, our Common Stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. On June 30, 2026, the Company entered into a settlement agreement and release with the Investment Firm pursuant to which the both parties agreed to resolve the disputed claims above, in exchange for dismissal and complete release of all claims, the Company agrees to: (i) make a cash payment of $ 75,000 to the Investment Firm; and (ii) issue common shares to the Investment Firm shares which, on the date of issuance, have an aggregate value of $ 75,000 (the “Settlement Payment”) During the year ended June 30, 2026, the Company recorded $ 150,000 in settlement expenses. As of June 30, 2026, the Company recorded common stock issuable of 51,289 shares. In July 2026, the Company paid $ 75,000 and issued 51,289 shares of the Company’s common stock valued at $ 75,000 . IRS Liability As part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary and the parent company. From 2012 through 2014, the Company did not file this form in a timely manner. As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $ 10,000 per year, or $ 30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the June 30, 2026 and 2025 consolidated balance sheets. The Company recorded the penalties for all three years during the year ended June 30, 2018. The Company is current on all subsequent filings. Operating Agreements In November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”), whereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations. In June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2 % of net revenues to the UK University. Additionally, the Company agreed to pay 5 % of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts are owed under the agreement. F- 34 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Collaboration Agreement On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 52,000 Euros ($ 59,508 USD) in year one and a maximum of 40,000 Euros ($ 45,775 USD) in year two. Additionally, in exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of net revenues to the University. On October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($ 35,145 USD), which were paid in four installment payment of 5,000 Euros in November 2020, 5,000 Euros ($ 5,858 ) in March 2021, 10,000 Euros ($ 11,715 ) in December 2021 and 10,000 Euros ($ 11,715 ) in September 2022. Additionally, the University agreed to hire and train a doctoral student for this project and the Company agreed to pay the University 25,837 Euros ($ 30,268 USD). In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2 % of net revenues to the University. On July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment services to the Company. One of the Company’s Scientific Advisory Board is the lead joint researcher of the University. In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 1 % of net revenues each to two members of the Scientific Advisory Board. In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($ 53,806 USD) payable as follows: - 18,200 Euros ($ 18,407 USD) upon execution (paid in August 2022), - 8,000 Euros ($ 8,091 USD) in September 2022 (paid in September 2025), - 7,000 Euros ($ 7,080 USD) in December 2022 (paid in September 2025), - 10,000 Euros ($ 10,114 USD) in March 2023 (paid in October 2025), and - 10,000 Euros ($ 10,114 USD) in July 2023 (paid in October 2025). The commencement date for the experiments was on September 1, 2022, and the length of time for completion was 24 months. A doctoral thesis was completed in December 2024. In March 2026, the Company entered into another two-year collaboration agreement with the University of Jaén and the University of Granada (the “Universities”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the Universities for research services of approximately 100,000 Euros ($ 115,900 USD) in year one and 102,800 Euros ($ 119,145 USD) in year two, as well as, personnel compensation of approximately 80,000 Euros or $ 92,720 USD ( 40,000 Euros paid in February 2026, 20,000 Euros payable in December 2026, and 20,000 Euros in June 2027). In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 5 % of net revenues to each University. In consideration for the research services, the Company agreed to pay the Universities 202,800 Euros ($ 235,045 USD) payable as follows: - 34,000 Euros ($ 39,406 USD) 3 rd Month from date of execution in June 2026 (paid in April 2026), - 41,800 Euros ($ 48,446 USD) in July 2026, - 30,000 Euros ($ 34,770 USD) in September 2026, - 40,000 Euros ($ 46,360 USD) in January 2027, - 30,000 Euros ($ 34,770 USD) in May 2027, and - 27,000 Euros ($ 31,293 USD) in September 2027. As of June 30, 2026 and 2025, the Company has $ 0 and $ 51,468 , respectively, balance due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying consolidated balance sheets. As of June 30, 2026 and 2025, there are no royalty fees owed to the University. F- 35 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Consulting Agreements On May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”) which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the Consultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments. The engagement period shall end on the earlier of i) 12 months from the date of this agreement or ii) the final closing if any of the offering. The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to $ 15 million of equity, equity derivatives, and equity linked instruments of the Company. The Company shall pay compensation for: (a) Financing Fees: (i) For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent ( 8.0 %) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates; and (ii) For debt placements, pay the Consultant a cash fee of six percent ( 6.0 %) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates. (iii) As additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing warrants (the “Warrants”) to purchase that number of shares of common stock equal to three percent ( 3.0 %) of the aggregate proceeds sold in an offering. The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from the effective date of the Offering at a price per share equal to the Offering price. The Warrants will provide for piggyback registration rights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of such warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations, mergers, etc. and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below the offering price as permitted under FINRA Rule 5110(f)(2)(G). Additionally, the Consultant shall be entitled to a cash fee equal to eight percent ( 8.0 %) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement period, in connection with any public or private financing or capital raise. (b) Merger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees: The M&A Transaction fees shall be payable to the Consultant in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent ( 5.0 %) of M&A Transaction consideration. The Company will be responsible for and will pay all expenses relating to the offering as defined in the Agreement. Additionally, the Company will provide an expense advance (the “Advance”) to the Consultant of $ 50,000 , of which $ 25,000 was payable upon the execution of the Agreement and $ 25,000 of which is payable upon the initial filing of a registration statement. The Company paid $ 25,000 in May 2024 which was recorded as deferred offering cost as of June 30, 2025. During the years ended June 30, 2026 and 2025, EF Hutton did not close any offering and the Company engaged another underwriter for an Offering that closed in August 2025. On August 14, 2025, the Company entered into an underwriting agreement with D. Boral Capital, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”) in connection with a public offering of the Company’s common stock, par value $ 0.001 (the “Common Stock”). The Underwriting Agreement provides for the offer and sale of 40,000 shares of Common Stock at a price to the public of $ 100.00 per share (the “Offering”). In connection therewith, the Company agreed to issue to the Representative, warrants to purchase 1,200 of shares of common stock at a price equal $ 100.00 per share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February 15, 2026 through August 15, 2030 and contain provisions for cashless exercise. The Company also granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 6,000 shares of common stock. The Offering was made pursuant to a Registration Statement on Form S-1 and a related prospectus filed with the Securities and Exchange Commission (“SEC”), which was declared effective by the SEC on August 13, 2025. The Underwriting Agreement includes customary representations, warranties and covenants by the Company. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended or contribute to payments the Underwriter may be required to make because of any of those liabilities. The Company accrued $ 115,000 for services rendered by the Underwriters as of June 30, 2025 which was recorded as deferred offering cost and no payment was made during the year ended June 30, 2025. The Company paid underwriting commissions and offering expenses of $ 535,000 in August 2025 upon closing of the Offering (see Note 8). On January 23, 2026, the Company entered into a settlement agreement and release with the Representative pursuant to which the Company agreed that, during the 360-day period following the public offering (the “Lock-up Period”), it would not, without the prior consent of the Representative, offer or sell any securities or file any registration statement with the Commission relating to the offering of any shares (as defined in the Lock-up Agreement executed with the Representative). Under the terms of the settlement agreement, the Company agreed to pay the Representative an initial settlement amount of $ 50,000 , as well as 4 % of the gross proceeds received from any additional closings. During the year ended June 30, 2026, the Company paid $ 170,000 and has been recorded in settlement expenses. F- 36 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Operating Leases – Related Party On May 4, 2022, the Company entered in a three-year 3 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes. On May 4, 2022, the Company recorded right-of-use assets $ 66,201 and total lease liabilities of $ 66,201 based on an incremental borrowing rate of 8 %. On May 4, 2025, the Company entered in a one-year 1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300 AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year term. On May 4, 2025, the Company recorded right-of-use assets of $ 62,126 and total lease liabilities of $ 62,126 based on an incremental borrowing rate of 12 %. ROU is summarized below: SCHEDULE OF RIGHT OF USE ASSET June 30, 2026 June 30, 2025 Office lease $ 68,339 $ 68,339 Less: accumulated amortization ( 27,549 ) ( 8,926 ) Right-of-use asset, net $ 40,790 $ 59,413 Operating Lease liabilities are summarized below: SCHEDULE OF OPERATING LEASE LIABILITY June 30, 2026 June 30, 2025 Office lease $ 68,339 $ 68,339 Reduction of lease liability ( 20,032 ) ( 8,926 ) Less: office lease, current portion ( 24,489 ) ( 17,664 ) Long term portion of lease liability $ 23,818 $ 41,749 Remaining future minimum lease payments under non-cancelable operating lease at June 30, 2026 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Fiscal Year 2026- remainder $ 7,041 Fiscal Year 2027 28,858 Fiscal Year 2028 25,042 Imputed interest ( 7,350 ) Total operating lease liability $ 53,591 The weighted average remaining lease term for the operating lease is 1.77 years as of June 30, 2026. NOTE 10 – RELATED PARTY TRANSACTIONS AND BALANCES Lease Agreement Effective May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease had a 5 five-year term and provided for annual rental payments of $ 39,600 AUD or $ 28,325 USD, which includes $ 3,600 AUD or $ 2,575 USD of goods and service tax for total payments of $ 198,000 AUD or $ 141,629 USD during the term of the lease. Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022 . On May 4, 2022, the Company entered into a three-year 3 lease agreement with North Horizon Pty Ltd. for a monthly rent of $ 3,000 AUD or $ 2,176 USD (depending on exchange rate) per month plus taxes. On May 4, 2025, the Company renewed for another one-year lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $ 3,300 AUD or $ 2,127 USD (depending on exchange rate) per month plus taxes with an option to renew the lease for an additional two-year term (See Note 9). As of June 30, 2026 and 2025, total rent payable of $ 119,159 AUD ($ 82,363 USD) and $ 200,402 AUD ($ 131,684 USD), respectively, was included in accrued expenses in the accompanying consolidated balance sheet. Rent expense under the lease was $ 40,932 and $ 26,560 during the years ended June 30, 2026 and 2025, respectively reflected as occupancy expenses in the accompanying consolidated statements of operations and comprehensive income (loss). F- 37 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 Loans payable - Related Party Since its inception, the Company has conducted transactions with its directors and entities related to such directors. These transactions have included the following: As of June 30, 2026 and 2025, 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, 2026 and 2025, 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 1,200 shares of common stock in exchange for the total outstanding loans of $ 74,395 (see Note 4). Loans payable - Related Party (see Note 5) Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $ 71,629 . Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $ 85,000 AUD ($ 57,639 USD). These loans bear no interest and are payable on demand. The Company repaid $ 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. 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. 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). These loans bear no interest and are payable on demand. The Company repaid $ 12,000 AUD ($ 7,774 USD) of this loan on August 19, 2025. The Company repaid the remaining balance of $ 3,000 AUD ($ 1,957 USD) including additional interest expense of $ 319 USD on February 12, 2026. 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. 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). 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. 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 Company fully repaid this loan on August 19, 2025. F- 38 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On June 13, 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 $ 15,000 AUD ($ 9,675 USD). The Company 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 Company fully repaid this loan on August 19, 2025. On July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $ 230,000 AUD ($ 153,256 USD). Pursuant to such agreement, the term of such loan is three ( 3 ) years, ending on July 5, 2026, with an interest rate of 10 % to be paid monthly in arrears. In connection with such loan, the Company issued 10 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $ 15,000 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026 (see Note 5). Between 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 (see Note 5). On August 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025 with aggregate principal amount of $ 235,188 AUD ($ 150,808 USD), and accrued interest of $ 6,205 AUD ($ 3,994 USD) (see Note 5). Total remaining balance of all the loans payable – related parties, net of discount amounted to $ 460,809 and $ 415,329 as of June 30, 2026 and 2025, respectively. The total principal outstanding under loan payable – long term - related party, net of discount, was $ 0 and $ 105,627 as of June 30, 2026 and 2025 (see Note 5). Employment and Services Agreements with Management The Company and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of Mr. Nathanielsz’s employment as the Company’s President and Chief Executive Officer. The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019 ; however, the term of the Nathanielsz Employment Agreement automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent not to renew. The Nathanielsz Employment Agreement continues in effect as amended on October 26, 2022 (see below). The Nathanielsz Employment Agreement provides Mr. Nathanielsz with a base salary of $ 25,000 AUD per month ($ 300,000 AUD annually or $ 205,680 USD) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5 % of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion. Pursuant to the Nathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200 % of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On March 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $ 300,000 AUD ($ 205,680 USD) to $ 400,000 AUD ($ 274,240 USD), effective February 2018. On August 1, 2022, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $ 400,000 AUD ($ 309,313 USD) to $ 600,000 AUD ($ 414,900 USD), effective July 1, 2022. Mr. Nathanielsz’s wife, Sylvia Nathanielsz, was a non-executive, part-time employee of the Company since October 2015. Effective October 17, 2025, Mr. Nathanielsz’s wife, Sylvia Nathanielsz, became the finance and operations manager of the Company. Consequently, Mrs. Nathanielsz’s annual salary increased from $ 120,000 AUD to $ 150,000 AUD ($ 103,680 USD) and is entitled to customary benefits. On August 12, 2021, the Board approved a bonus of $ 177,840 USD. A total of $ 221,890 AUD ($ 166,418 USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $ 422,610 AUD ($ 316,957 USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet. On August 12, 2021, pursuant to the Cancellation Agreement, Mr. Nathanielsz agreed to cancel $ 177,840 of the bonus payable in exchange for 4 shares of the Company’s Common Stock. On August 1, 2022, the Board approved a bonus of $ 140,000 AUD or $ 96,810 USD. A total of $ 25,000 AUD ($ 16,070 USD) in payments were made in respect of the bonuses during fiscal year 2024. In 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 $ 130,106 USD resulting in a remaining balance of $ 415,540 AUD ($ 273,051 USD) bonus payable as of June 30, 2025 which was included in accrued expenses in the accompanying consolidated balance sheet. Total bonus payments of $ 172,939 AUD ($ 115,247 USD) were made during the year June 30, 2026. In fiscal year 2026, the Board approved a bonus of $ 330,000 AUD or $ 228,096 USD resulting in a remaining balance of $ 572,664 AUD ($ 395,825 USD) bonus payable as of June 30, 2026 which was included in accrued expenses in the accompanying consolidated balance sheet. Amended and Restated Employment Agreement On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Nathanielsz for a term of three years , subject to automatic one-year renewals, at an annual salary of $ 400,000 AUD ($ 309,313 USD). Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase a de minimis share of common stock (the “Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and an additional de minimis restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date. The Nathanielsz Options have a term of 10 years from the date of grant. The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods pursuant to the Employment Agreement. There are de minimis vested options and restricted stock units that are considered issuable as of June 30, 2026 and 2025. F- 39 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 On October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr. Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”). The Amended Agreement provides Mr. Nathanielsz with a base salary of $ 600,000 AUD ($ 414,900 USD) per annum. The Company has also agreed to pay Mr. Nathanielsz an annual discretionary bonus in an amount up to 100 % of his annual base salary, reduced from 200 %, which bonus shall be determined by the Board and based upon the performance of the Company. The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either party elects not to renew. Amended and Restated Employment Agreement On May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon, the Company’s former Chief Scientific Officer and 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 a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted stock units of the Company (the “Initial Kenyon RSUs”), and an additional de minimis restricted stock units of the Company (the “Additional Kenyon RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan. The Kenyon Options have a term of 10 years from the date of grant. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement. There are de minimis vested options and restricted stock units that are considered issuable as of June 30, 2026 and 2025. Starting October 1, 2025, the Company agreed to pay Dr. Kenyon an annual director’s fee of $ 45,000 USD. Effective February 20, 2026, Dr. Kenyon retired and stepped down from the board of directors of the Company. Dr. Kenyon will remain a medical advisor to the Company. That same day, the board filled the vacancy left by Dr. Kenyon and appointed Dr. Ralf Brant to serve on the board. As of June 30, 2026 and 2025, total accrued salaries of $ 202,000 AUD ($ 139,622 USD) and $ 202,000 AUD ($ 132,734 USD), respectively, were included in accrued expenses in the accompanying consolidated balance sheets. Consulting and Professional Fees Paid To Related parties During 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. Brant. During 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, Ms. Jeannine Zimmerman, also currently works in the same affiliated company. During 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. Employee Benefit Liability As of June 30, 2026 and 2025, total employee benefit liability of $ 754,038 and $ 667,901 , respectively, consist of unpaid or unused annual leave and long service leave by Mr. Nathanielsz and Sylvia Nathanielsz, as reflected in the accompanying consolidated balance sheets. Intercompany Loans All intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of June 30, 2026. Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated balance sheet as accumulated other comprehensive income. F- 40 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 NOTE 11 – CONCENTRATIONS AND RISKS Concentration of Credit Risk The Company maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company has not experienced any losses in such accounts through June 30, 2026. During the year ended June 30, 2025, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after deductions of $ 46,200 for original issue discounts and debt issue costs from each of the five lenders of $ 160,000 , $ 180,000 , $ 125,000 , $ 245,640 and $ 98,060 , respectively, which represents approximately 18 %, 20 %, 14 %, 28 % and 11 %, respectively, of total proceeds received by the Company during fiscal 2025. During the year ended June 30, 2026 the Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions of $ 19,850 for original issue discounts and debt issue costs from each of the three lenders of $ 100,000 , $ 75,000 , and $ 78,249 , respectively which represents approximately 39 %, 30 % and 31 %, respectively of total proceeds received by the Company during fiscal 2026. Receivable Concentration As of June 30, 2026 and 2025, the Company’s receivables were 100 % related to reimbursements on GST taxes paid. Patent and Patent Concentration The Company has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Republic of Korea, India and Brazil. In Canada and Mexico, the patent applications have been accepted as of fiscal year 2023. In 2016 and early 2017, the Company filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018. A third PCT application entered the national phase in October 2018. In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 85 granted, allowed, or accepted patents and 4 provisional patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering the lead product candidate PRP. Further patent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s field of technology relating to pharmaceutical compositions of proenzymes for treating cancer. Foreign Operations As of June 30, 2026 and 2025, the Company’s operations are based in Camberwell, Australia; however, the majority of research and development is being conducted in the European Union. On July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of June 30, 2026 and 2025, there has been no activity within this entity. NOTE 12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Derivative Financial Instruments: The Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity , under which convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in operations on the issuance date. The Company had $ 0 and $ 291,650 (9 notes) of convertible debt, which were treated as derivative instruments outstanding at June 30, 2026 and 2025, respectively. F- 41 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing price of the Company’s common stock at June 30, 2026 was $ 1.50 per share. The volatility, expected remaining term, and risk-free interest rates used to estimate the fair value of derivative liabilities at June 30, 2026 and 2025 are indicated in the table that follows. The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates for treasury securities with the same term. Convertible Debt SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES Initial Valuations (on new derivative instruments entered into during the year ended June 30, 2026) Initial Valuations (on new derivative instruments entered into during the year ended June 30, 2025) Volatility - 344 - 414 % Expected remaining term - 0.66 - 1.00 Risk-free interest rate - 4.21 - 4.29 % Expected dividend yield None None June 30, 2026 June 30, 2025 Volatility - 413.55 % Expected remaining term - 0.01 - 0.95 Risk-free interest rate - 4.21 – 4.45 % Expected dividend yield None None The Company measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis As of June 30, 2026 and 2025: SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS Balance at June 30, 2026 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Warrant liability $ — $ — $ — $ — Embedded conversion option liabilities — — — — Total $ — $ — $ — $ — Balance at June 30, 2025 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) Embedded conversion option liabilities $ 403,892 $ — $ — $ 403,892 Total $ 403,892 $ — $ — $ 403,892 F- 42 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2026 and 2025 The following is a roll forward for the years ended June 30, 2026 and 2025 of the fair value liability of price adjustable derivative instruments: SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE Fair Value of Liability for Derivative Instruments Balance at June 30, 2024 $ 133,886 Initial fair value of embedded conversion option derivative liability recorded as debt discount 222,500 Initial fair value of embedded conversion option derivative liability recorded as derivative expense 333,596 Gain on debt extinguishment ( 73,640 ) Change in fair value included in statements of operations ( 212,450 ) Balance at June 30, 2025 403,892 Gain on debt extinguishment ( 390,183 ) Change in fair value included in statements of operations ( 13,709 ) Balance at June 30, 2026 $ - The following table sets forth a summary of the changes in the fair value of the Level 3 warrant liability for the year ended June 30, 2026: SUMMARY OF THE CHANGES IN THE FAIR VALUE OF THE LEVEL 3 WARRANT LIABILITY Warrant Liability Fair value as of June 30, 2025 $ - Initial fair value of warrant liability upon issuance 882,345 Reclassification into equity upon conversions ( 8,925 ) Reclassification into equity upon amendment of Series C designation ( 973,115 ) Change in fair value of warrant liability 99,695 Fair value as of June 30, 2026 $ — NOTE 13 – SUBSEQUENT EVENTS Shares issued for conversion of Series C Preferred stock Between July 2026 and August 2026, the Company issued a total of 436,340 shares of common stock for common stock issuable as of June 30, 2026 which relates to conversion of shares of Series C Preferred stock (see Note 8). In August 2026, the Company issued an aggregate of 2,204,660 shares of its common stock as a result of the conversion of 150 shares of Series C Preferred stock. In September 2026, the Company issued an aggregate of 328,000 shares of its common stock as a result of the conversion of 50 shares of Series C Preferred stock. Shares issued for exercise of Series C Warrants On August 4, 2026, the Company received aggregate gross proceeds of $ 500,000 from the exercise of approximately 50 Series C Warrants with an exercise price of $ 10,000 per share and issued 50 shares of Series C preferred stock. On August 31, 2026, the Company received aggregate gross proceeds of $ 1,500,000 from the exercise of approximately 150 Series C Warrants with an exercise price of $ 10,000 per share and issued 50 shares of Series C preferred stock. Settlement Payment In July 2026, the Company paid $ 75,000 and issued 51,289 shares of the Company’s common stock valued at $ 75,000 pursuant to the settlement agreement and release with the Investment Firm (see Note 9). Repurchase Plan Between July 2026 and August 2026, the Company repurchased 320,031 shares of its common stock under the Repurchase Plan for an aggregate purchase price of approximately $ 500,000 , at an average purchase price of $ 1.56 per share. The shares repurchased are recorded as treasury stock at cost and presented as a reduction of stockholders’ equity in the Company’s consolidated balance sheets. Shares issued for services On July 24, 2026, the Company issued an aggregate of 3,500,000 shares of common stock to certain officers, an employee, directors and consultants for services rendered in July 2026. Those shares were valued at approximately $ 1.37 per share or $ 4,795,000 , being the closing price of the stock on the date of grant. F- 43 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure. None.