Propanc Biopharma, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds . From January 1, 2025 through March 19, 2025, the Company issued an aggregate of 2,548 shares of its common stock at an average contractual conversion price of $3 as a result of the conversion of principal of $7,090, interest of $760 and conversion fees $937 underlying certain outstanding convertible notes converted during such period. On March 3, 2025, the Company issued an aggregate of 8,555,500 shares of common stock to certain officers, employees, directors and consultants for services rendered. Between January 9, 2025 and March 23, 2025, the Company issued an aggregate of 2,025,000 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. Between January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000 shares of common stock to certain vendors in exchange for payment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements. On January 23, 2025, the Company entered into a Debt Exchange with the former director and issued 30,000 shares of common stock in exchange for the total outstanding loan of $74,395. On February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 30,000 shares of common stock in exchange for the total outstanding loan including accrued interest of $86,248. On March 3, 2025, the Company issued 900,000 shares of common stock to an investor in exchange for all the existing warrants that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange Agreement. Except as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve any public offering. All certificates evidencing the shares sold bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes. Item 3. Defaults Upon Senior Securities. As of March 31, 2025, we were in default under certain loan issued to certain noteholders on October 3, 2019 for failure to pay an aggregate of $65,280 and $50,477 of principal and accrued interest, respectively, and noteholder on August 15, 2023 for failure to pay an aggregate of $132,000 and $30,711 of principal and accrued interest, respectively, as of March 31, 2025, subsequent to their maturity date. Additionally, outstanding convertible notes for total principal amount of $275,485 with maturity dates between April 2024 and March 2025 are currently in default as of March 31, 2025. We are currently in discussions with such noteholders to extend such maturity date. See “Note 5 and 6” to our unaudited condensed consolidated financial statements in Part I of this Quarterly Report for additional information. Item 4. Mine Safety Disclosures. Not Applicable.