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As\nfiled with the Securities and Exchange Commission on October 5, 2026

Registration\nNo. 333-_____________

UNITED\nSTATES

SECURITIES\nAND EXCHANGE COMMISSION

WASHINGTON,\nD.C. 20549

FORM\nS-1

REGISTRATION\nSTATEMENT UNDER THE

SECURITIES\nACT OF 1933

PROPANC\nBIOPHARMA, INC.

(Exact\nname of registrant as specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Delaware

2834

33-0662986

(State\n or other jurisdiction of

incorporation\n or organization)

(Primary\n Standard Industrial

Classification\n Code Number)

(I.R.S.\n Employer

Identification\n No.)

302,\n6 Butler Street

Camberwell,\nVIC 3124 Australia

+61\n03 9882 0780

(Address,\nincluding zip code, and telephone number, including area code, of registrant’s principal executive offices)

James\nNathanielsz

Chief\nExecutive Officer

Propanc\nBiopharma, Inc.

302,\n6 Butler Street

Camberwell,\nVIC 3124 Australia

+61\n03 9882 0780

(Name,\naddress, including zip code, and telephone number, including area code, of agent for service)

With\ncopies to:

Chase\nChandler, Esq.

Lance\nBrunson, Esq.

Brunson\nChandler & Jones, PLLC

175\nS. Main Street, Suite 510

Salt\nLake City, UT 84111

(801)\n303-5772

chase@bcjlaw.com

Approximate\ndate of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If\nany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the\nSecurities Act of 1933, check the following box: ☒

If\nthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the\nfollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same\noffering. ☐

If\nthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering.

If\nthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the\nSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Large\n accelerated filer ☐	Accelerated\n filer ☐

Non-accelerated\n filer ☒	Smaller\n reporting company ☒

	Emerging\n growth company ☐

If\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The\nregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the\nregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective\nin accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date\nas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The\ninformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration\nstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities\nand it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

\n \n \n \n \n \n \n

PRELIMINARY\n PROSPECTUS

SUBJECT\n TO COMPLETION

October\n____. 2026

$\"\"$

PROPANC\nBIOPHARMA, INC.

6,500,000\nShares of Common Stock

This\nprospectus relates to the resale from time to time of up to 6,500,000 shares of our common stock, par value $0.001 per share (“Common\nStock”), by the selling stockholder identified herein (the “Selling Stockholder”). The shares of Common Stock being\nregistered hereunder include up to 6,500,000 shares of Common Stock issuable upon conversion of 9,900 shares of Series C Preferred Stock\nissuable upon the exercise of a warrant (the “Warrant”) held by the Selling Stockholder (the “Warrant Conversion Shares,”\nand, together with the Initial Shares, the “Shares”). For additional information on the Shares, see “Prospectus\nSummary - The Selling Stockholder Transaction.”

Our\nregistration of the Shares covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of the Shares.\nThe Selling Stockholder acquired the Shares in private transactions exempt from registration under the Securities Act of 1933, as amended\n(the “Securities Act”).

We\nwill not receive any proceeds from the resale of the Shares by the Selling Stockholder in this offering. All selling and other expenses\nincurred by the Selling Stockholder will be paid by the Selling Stockholder, except for certain legal fees and expenses, which will be\npaid by us. The Selling Stockholder may sell, transfer or otherwise dispose of any or all of the Shares offered by this prospectus from\ntime to time on The Nasdaq Stock Market LLC (“Nasdaq”) or any other stock exchange, market, or trading facility on which\nthe shares are traded, or in private transactions. The Shares may be offered and sold or otherwise disposed of by the Selling Stockholder\nat fixed prices, market prices prevailing at the time of sale, prices related to prevailing market prices, or privately negotiated prices.\nRefer to the section entitled “Plan of Distribution” for more information regarding how the Selling Stockholder may\noffer, sell, or dispose of their Shares. To the extent that the Selling Stockholder exercises all or part of the Warrant, we will receive\nthe exercise price of such exercise. We will bear all fees and expenses incident to our obligation to register the Shares.

Our Common Stock is traded on Nasdaq under the symbol “PPCB”.\nOn October 1, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.501 per share.

We\nmay amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire\nprospectus and any amendments or supplements carefully before you make your investment decision.

Investing\nin our Common Stock involves risks. Before buying any shares of Common Stock, you should review carefully the risks and uncertainties\ndescribed under the heading “Risk Factors” beginning on page 6 of this prospectus and in the documents incorporated by reference\ninto this prospectus.

NEITHER\nTHE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON\nTHE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The\ndate of this prospectus is October ____. 2026.

TABLE\nOF CONTENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
Prospectus Summary	1
Cautionary Note Regarding Forward-Looking Statements	5
Risk Factors	6
Use of Proceeds	31
Selling Stockholder	31
Plan of Distribution	32
Market for Our Common Stock and Related Stockholder Matters	33
Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Business	43
Management	72
Executive Compensation	80
Description of Our Securities	86
Shares Eligible for Future Sale	90
Material U.S. Federal Income Tax Considerations	91
Legal Matters	96
Experts	96
Where You Can Find More Information	96

Unless\nthe context otherwise requires, we use the terms “we,” “us,” “Company,” “Propanc Biopharma,”\nand “our” to refer to Propanc Biopharma, Inc. and its subsidiaries.

Solely\nfor convenience, our trademarks and tradenames referred to in this prospectus, may appear without the ® or ™ symbols, but such\nreferences are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights to\nthese trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference into this\nprospectus, or the accompanying prospectus are the property of their respective owners.

ABOUT\nTHIS PROSPECTUS

This\nprospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”)\npursuant to which the Selling Stockholder may, from time to time, offer and sell or otherwise dispose of the shares of our Common Stock\ncovered by this prospectus. We will not receive any proceeds from the sale by the Selling Stockholder of the Shares offered by them described\nin this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this\nprospectus forms a part. The prospectus supplement or post-effective amendment may add, update or change information contained in this\nprospectus. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective\namendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. The registration statement we filed\nwith the SEC, of which this prospectus forms a part, includes exhibits that provide more detail of the matters discussed in this prospectus.\nYou should read this prospectus, any post-effective amendment, and any applicable prospectus supplement and the related exhibits filed\nwith the SEC before making your investment decision. The registration statement and the exhibits can be obtained from the SEC, as indicated\nunder the section entitled “Where You Can Find More Information.”

You\nshould rely only on the information contained in this prospectus. Neither we nor the Selling Stockholder have authorized anyone to provide\nyou with any information or to make any representations other than those contained in this prospectus, any post-effective amendment,\nor any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder\ntake no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. If anyone\nprovides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing\nin this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the\ndate on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates.\nNeither we nor the Selling Stockholder are making an offer to sell our Common Stock in any jurisdiction where the offer or sale thereof\nis not permitted. You should not assume that the information appearing in this prospectus any post-effective amendment and any applicable\nprospectus supplement to this prospectus is accurate as of any date other than their respective dates. Our business, financial condition,\nresults of operations and prospects may have changed since those dates. You should read carefully the entirety of this prospectus before\nmaking an investment decision.

INDUSTRY\nAND MARKET DATA

Some\nof the market and industry data contained in this prospectus are based on independent industry publications or other publicly available\ninformation. We believe this information is reliable as of the applicable date of its publication, however, we have not independently\nverified and cannot assure you as to the accuracy or completeness of this information. As a result, you should be aware that the market\nand industry data contained herein, and our beliefs and estimates based on such data, may not be reliable.

PROSPECTUS\nSUMMARY

This\nsummary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information\nthat you should consider before deciding to invest in our Common Stock. You should read the entire prospectus carefully, including the\n“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”\nand our consolidated financial statements and the related notes thereto that are included elsewhere in this prospectus, before making\nan investment decision. Except as otherwise indicated herein or as the context otherwise requires, references in this prospectus to\n“Propanc Biopharma,” the “Company,” “we,” “us,” and “our” refer to Propanc\nBiopharma, Inc., and its subsidiaries.

Overview

The\nCompany was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc\nHealth Group Corporation was incorporated in the State of Delaware and in January 2011, to reorganize our Company, we acquired all of\nthe outstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly-owned subsidiary. Effective\nApril 20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current stage of operations and development.

We\nare a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering from\npancreatic, ovarian and colorectal cancer. Utilizing our scientific and oncology consultants, we have developed a rational, composite\nformulation of anti-cancer compounds, which together exert a number of effects designed to control or prevent tumors from recurring and\nspreading through the body. Our lead product candidate, PRP, is a variation upon our novel formulation and involves pro-enzymes, the\ninactive precursors of enzymes.

In\nMarch 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\noutstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the\nCompany to proceed to effectuate and execute a reverse stock split of the Company’s issued\nand outstanding shares of common stock at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse\nStock Split”). The Reverse Stock Split became effective as of May 18, 2026. Proportional adjustments for the Reverse Stock Split\nwere made to the Company’s outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts\nhave been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse\nStock Split.

The\nSelling Stockholder Transaction

General

On\nOctober 7, 2025, Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Hexstone\nCapital LLC (the “Selling Stockholder”) and certain other transaction documents described below with the Selling Stockholder\nin connection with a private placement which closed on November 4, 2025 (the “Closing Date”), which we collectively refer\nto as the “Selling Stockholder Transaction”.

Pursuant\nto the Securities Purchase Agreement, the Company agreed to issue to the Selling Stockholder (a) 100 shares of Series C Preferred Stock,\nwhich are convertible into shares of Common Stock and (b) the Warrant to purchase up to 9,900 shares of Series C Preferred Stock at an\nexercise price of $10,000 per share.

The\nCompany received gross proceeds of approximately one million dollars ($1,000,000.00), not including expenses payable by the Company in\nconnection with the Selling Stockholder Transaction. This amount excludes the proceeds, if any, from the exercise of the Warrant. The\nCompany used net proceeds received at the initial closing, intends to use the proceeds upon any further exercise of the Warrant for working\ncapital, capital expenditures, product development, and other general corporate purposes. The Company has not allocated specific amounts\nof net proceeds for any of these purposes.

Series\nC Preferred Stock

On\nNovember 4, 2025, we filed a Certificate of Designation of the Series C Preferred Stock with the Delaware Secretary of State, which provides\nfor the issuance of up to 9,900 shares of Series C Preferred Stock (the “Certificate of Designation”).

Each\nshare of Series C Preferred Stock converts into a number of shares of our Common Stock, subject to certain limitations, including a beneficial\nownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act\nof 1934, as amended (“Exchange Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior\nwritten notice by the Selling Stockholder. From time to time the Selling Stockholder may convert Series C Preferred Stock into Common\nStock which it may liquidate and thereafter receive additional shares of Common Stock pursuant to subsequent conversions of its Series\nC Preferred Stock. Although the beneficial ownership limitation imposes a legally binding limitation on the Selling Stockholder’s\nbeneficial ownership at any point in time, it does not prohibit the Selling Stockholder from, over time, receiving shares of Common Stock\nupon separate conversions of its shares of Series C Preferred Stock that, in the aggregate and over a period of time, exceed the beneficial\nownership limitation.

At\nany time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of Common Stock of\nthe Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $10,000 by the conversion\nprice. The conversion price shall be the lesser of the fixed conversion price of $125.00 per share or 85% of the lowest trading price\nof the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company and ending on the trading\nday on which the aggregate dollar volume of the Company’s common stock exceeds the product of the conversion amount set forth on\nthe applicable conversion notice multiplied by seven (7) after the applicable holder receives the shares of common stock issuable upon\nconversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such period, the “Conversion Measuring Period”);\nprovided, however, that each day on which (i) the Common Stock has been suspended for trading on all Eligible Markets, (ii) Conversion\nShares cannot be sold by the Holder because of violation of Section 32 by the Company, or (iii) Conversion Shares are not delivered after\nthe Share Delivery Deadline, that day’s dollar volume shall be excluded from the calculation of the total aggregate dollar volume\nof the Conversion Measuring Period. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination,\nreclassification or similar transaction that proportionately decreases or increases the Common Stock during such Conversion Measuring\nPeriod; provided further that in no event shall the Conversion Price be lower than the Floor Price of $12.50, which is subject to adjustment\nat 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\nprice was readjusted to $0.05 after the reverse stock split. As of June 30, 2026, the effective floor price is $0.05.

The\nforegoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to\nthe Certificate of Designation, a copy of which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with\nthe Securities and Exchange Commission on November 10, 2025, along with its subsequent amendment, and is incorporated herein by\nreference.

Other\nTransaction Documents

The\nSeries C Warrant exercise price is initially set at $10,000 per share of Series C Preferred Stock, subject to adjustment for certain\nevents, such as stock splits, issuance of additional shares as a dividend or otherwise. If the Warrant is exercised in full for cash,\nthe Company would receive additional gross proceeds of approximately ninety nine million dollars ($99,000,000). The Company cannot predict\nwhen or if the Warrant will be exercised. It is possible that the Warrant may never be exercised.

Pursuant\nto the Securities Purchase Agreement, the Company agreed to submit to its stockholders a proposal to approve the issuance of shares of\nCommon Stock issuable upon conversion of the shares of Series C Preferred Stock in accordance with Nasdaq Rules at a special meeting\nof stockholders at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than ninety\n(90) days after the Closing Date. The Company sought stockholder approval for the potential issuance of shares of Common Stock pursuant\nto the Selling Stockholder Transaction in an amount that, upon issuance, could result in the issuance of shares of Common Stock in an\namount in excess of 20% of the Company’s outstanding shares of Common Stock at a price less than the “minimum price”\nas defined by and in accordance with Nasdaq Listing Rule 5635(d). The Company’s stockholders approved such potential issuance.\nThe Securities Purchase Agreement obligates the Company to reserve no less than 200% of the maximum number of shares of Common Stock\nissuable upon conversion of the Series C Preferred Stock outstanding (the “Required Reserve Amount”). The Company and the\nSelling Stockholder have agreed that the initial Required Reserve Amount is 9,500,000 shares of Common Stock.

Risks\nassociated with our Business

Our\nability to execute our future business growth strategy is subject to numerous risks, as more fully described in the section captioned\n“Risk Factors” immediately following this prospectus summary. An investment in our Units involves a high degree of risk.\nYou should carefully consider the risks summarized below. These risks are discussed more fully in the section titled “Risk Factors”\nfollowing this prospectus summary. These risks include, but are not limited to, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Because\n PRP remains in the early stages of development and may never become commercially viable, you may lose some or all of your investment.
	●	PRP\n may cause undesirable side effects that could negatively impact its clinical trial results or limit its use, hindering further development,\n subject us to possible product liability claims, and make it more difficult to commercialize PRP.
	●	Because\n successful development of our products is uncertain, our results of operations may be materially harmed.
	●	A\n variety of factors, either alone or in concert with each other, could result in our clinical trials of PRP being delayed or unsuccessful.
	●	If\n we fail to obtain regulatory approval in jurisdictions outside the U.S., we will not be able to market PRP in those jurisdictions.
	●	If,\n in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and\n market PRP, we may not be successful in commercializing our product candidates if and when they are approved.
	●	We\n face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully\n than we do.
	●	Even\n if we are able to commercialize PRP, we will need to seek approval for reimbursement before it can be marketed, and it may become\n subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which would harm\n our business.

Corporate\nInformation

Our\nprincipal executive offices are located at 302, 6 Butler Street Camberwell, VIC, 3124 Australia. Our telephone number is +61-03-9882-0780.

Inflation\nRisk

We\ndo not believe that inflation has had a material effect on our business, results of operations, or financial condition. Nonetheless,\nif our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our\ninability or failure to do so could harm our business, results of operations, or financial condition.

Going\nConcern

As\nreflected in the accompanying consolidated financial statements, the Company has no revenue generating operations and has an accumulated\ndeficit. In addition, the Company has experienced negative cash flows from operations since inception. This raises substantial doubt\nabout its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s\nability to raise additional capital and implement its business plan. There can be no assurance that any additional financings would be\navailable to the Company on satisfactory terms and conditions, if at all.

Implications\nof Being a Smaller Reporting Company

As\na smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies\nthat are not smaller reporting companies, including, but not limited to:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Reduced\n disclosure obligations (e.g., matters regarding executive compensation) in our periodic reports, proxy statements and registration\n statements; and

	●	Not\n being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley\n Act”).

We\nwill remain a smaller reporting company until the end of the fiscal year in which (i) we have a public common equity float of more than\n$250 million, or (ii) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have a public\ncommon equity float or public float of more than $700 million. We also would not be eligible for status as smaller reporting company\nif we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting\ncompany.

We\nhave elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus\nis a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that\nwe provide to our shareholders may be different from what you might receive from other public reporting companies in which you hold equity\ninterests.

Implication\nof Being a Controlled Company

Because\nour sole officer, James Nathanielsz, owns a majority of our voting control and will own a majority of our voting control after this offering,\nwe are and will continue to be after the offering a “controlled company” as defined under the listing rules of Nasdaq. Under\nNasdaq listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is\nheld by an individual, a group, or another company. For as long as we remain a controlled company, we are permitted to elect to rely\non certain exemptions from Nasdaq’s corporate governance rules, including the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	an\n exemption from the rule that a majority of our board of directors must be independent directors;
	●	an\n exemption from the rule that our compensation committee be composed entirely of independent directors;
	●	an\n exemption from the rule that our director nominees must be selected or recommended solely by independent directors or a nominating\n committee composed solely of independent directors;

If\nwe elected to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not\nbe independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent\ndirectors, and you would not have the same protection afforded to shareholders of companies that are subject to Nasdaq’s corporate\ngovernance rules.

The\nOffering

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Common\n stock offered by the Selling Stockholder:		Up\n to 6,500,000 shares of Common Stock.

Shares\n outstanding before the offering:		9,831,116\nshares of Common Stock (as of October 1, 2026)

Shares\n outstanding after the offering:		16,331,116\nshares, assuming the sale of all of the Shares.

Use\n of proceeds:		We\n will not receive any proceeds from the sales of outstanding common stock by the Selling Stockholder.

Risk\n factors:		Investing\n in our securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment.\n You should carefully consider the information set forth in the “Risk Factors” section beginning on page 6.

Trading\n market and symbol:		Our\n Common Stock is traded on the Nasdaq Capital Markets under ticker symbol “PPCB”.

Unless\notherwise indicated, the shares outstanding after this offering assumes no exercise of outstanding options, warrants, or convertible\nnotes and excludes the following:

\n \n \n \n \n

●

up\n to 1,210 shares of our Common Stock issuable upon exercise of Warrants to purchase Common Stock at an average exercise price of $223.14\n and warrants to purchase up to 9,400 additional shares of Series C Preferred Stock at an average exercise price of $10,000\n (see “Description of Our Securities” for more information).

Cautionary\nNote Regarding Forward-Looking Statements

Some\nof the statements in this prospectus are “forward-looking statements.” These forward-looking statements involve certain known\nand unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different\nfrom any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include,\namong others, the factors set forth herein under “Risk Factors.” The words “believe,” “expect,” “anticipate,”\n“intend,” “plan,” and similar expressions identify forward-looking statements. We caution you not to place undue\nreliance on these forward-looking statements. We undertake no obligation to update and revise any forward-looking statements or to publicly\nannounce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.

We\nhave based these forward-looking statements largely on our current expectations, estimates, forecasts and projections about future events\nand financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.\nIn light of the significant uncertainties in these forward-looking statements, you should not rely upon forward-looking statements as\npredictions of future events. Although we believe that we have a reasonable basis for each forward-looking statement contained in this\nprospectus, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the\nforward-looking statements will be achieved or occur at all. You should refer to the section titled “Risk factors” for a\ndiscussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking\nstatements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. Except as required\nby law, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future\nevents or otherwise. The Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act do not protect any forward-looking\nstatements that we make in connection with this offering.

You\nshould read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement,\nof which this prospectus is a part, completely and with the understanding that our actual future results may be materially different\nfrom what we expect. We qualify all of the forward-looking statements in this prospectus by these cautionary statements.

RISK\nFACTORS

An\ninvestment in the shares of Common Stock offered under this prospectus involves a high degree of risk. You should carefully consider\nand evaluate all of the information contained in this prospectus and in the documents that we incorporate by reference herein before\nyou decide to invest in our Common Stock. In particular, you should carefully consider and evaluate the risks and uncertainties described\nunder the heading “Risk Factors” in this prospectus and in the documents incorporated by reference herein. Investors are\nfurther advised that the risks described below may not be the only risks that we face. Additional risks that we do not yet know of, or\nthat we currently think are immaterial, may also negatively impact our business operations or financial results. Any of the risks and\nuncertainties set forth in this prospectus and in the documents incorporated by reference herein, as updated by annual, quarterly and\nother reports and documents that we file with the SEC and incorporate by reference into this prospectus, could materially and adversely\naffect our business, results of operations and financial condition, which in turn could materially and adversely affect the value of\nour shares of Common Stock.

Risks\nRelated to This Offering and Ownership of Our Shares of Common Stock

An\ninvestment in our Common Stock is extremely speculative and there can be no assurance of any return on any such investment.

An\ninvestment in our Common Stock is extremely speculative and there is no assurance that investors will obtain any return on their investment.\nInvestors will be subject to substantial risks involved in an investment in us, including the risk of losing their entire investment.

Currently\nthere is a limited public market for our Common Stock, and we cannot predict the future prices or the amount of liquidity of our Common\nStock.

Currently,\nthere is a limited public market for our Common Stock. Our Common Stock is quoted on the Nasdaq Capital Markets under the symbol “PPCB.”\nWe cannot assure you as to the liquidity or the future market prices of our Common Stock if a market does develop. If an active market\nfor our Common Stock does not develop, the fair market value of our Common Stock could be materially adversely affected. We cannot predict\nthe future prices of our Common Stock.

The\ndesignation of our Common Stock as a “penny stock” would limit the liquidity of our Common Stock.

Our\nCommon Stock may be deemed a “penny stock” (as that term is defined under Rule 3a51-1 of the Exchange Act) in any market\nthat may develop in the future. Generally, a “penny stock” is a Common Stock that is not listed on a securities exchange\nand trades for less than $5.00 a share. Although our Common Stock currently trades for more than $5.00 per share, there is a significant\npossibility that the price could decline below $5.00 per share. Prices often are not available to buyers and sellers and the market may\nbe very limited. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document\nprepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in\nthe penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson\ncompensation and make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s\nwritten agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules,\nthere may be less trading activity in any market that develops for our Common Stock in the future and stockholders are likely to have\ndifficulty selling their shares.

Trading\nin our Common Stock on Nasdaq has been subject to wide fluctuations.

Our\nCommon Stock is currently quoted for public trading on the Nasdaq Capital Market. The trading price of our Common Stock has been subject\nto wide fluctuations. Trading prices of our Common Stock may fluctuate in response to a number of factors, many of which will be beyond\nour control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate\nto the operating performance of companies with limited business operation. There can be no assurance that trading prices and price earnings\nratios previously experienced by our Common Stock will be matched or maintained. These broad market and industry factors may adversely\naffect the market price of our Common Stock, regardless of our operating performance. In the past, following periods of volatility in\nthe market price of a company’s securities, securities class-action litigation has often been instituted. Such litigation, if instituted,\ncould result in substantial costs for us and a diversion of management’s attention and resources.

Our\nCommon Stock is currently quoted only on the Nasdaq, which may have an unfavorable impact on our stock price and liquidity.

Our\nCommon Stock is quoted on the Nasdaq Capital Market, which is a significantly more limited market than the New York Stock Exchange. The\nquotation of our shares of Common Stock on the Nasdaq Capital Market may result in a less liquid market available for existing and potential\nstockholders to trade shares of our Common Stock, could depress the trading price of our Common Stock and could have a long-term adverse\nimpact on our ability to raise capital in the future.

There\ncan be no assurance that there will be an active market for our shares of Common Stock either now or in the future. Market liquidity\nwill depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of\ninvestors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate\ntheir investment in our shares of Common Stock or liquidate at a price that reflects the value of the business. As a result, holders\nof our shares of Common Stock may not find purchasers for such shares should they desire to sell them. Consequently, our shares of Common\nStock should be purchased only by investors having no need for liquidity in their investment and who can hold such shares for an indefinite\nperiod of time.

Our\ndirectors and officers currently and for the foreseeable future will continue to control our Company, and as a result, it is unlikely\nthat you will be able to elect directors or have any say in the policies of our Company.

Our\nstockholders are not entitled to cumulative voting rights. Consequently, the election of directors and all other matters requiring stockholder\napproval will be decided by majority vote. In addition, James Nathanielsz, our Chief Executive Officer and Chief Financial Officer, beneficially\nowns all of our outstanding shares of Series B preferred stock, which entitles him, as a holder of Series B Preferred Stock, par value\n$0.01 per share (the “Series B Preferred Stock”), to voting power equivalent of the number of votes equal to the total number\nof shares of Common Stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of\nour stockholders and entitled to vote on all matters submitted or required to be submitted to a vote of our stockholders. Due to such\ndisproportionate voting power, new investors will not be able to effect a change in our business or management, and therefore, stockholders\nwould have limited recourse as a result of decisions made by management.

Moreover,\nMr. Nathanielsz’s ownership of Series B Preferred Stock may discourage a potential acquirer from making a tender offer or otherwise\nattempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over\nour stock price.

Future\nsales and issuances of our Common Stock or rights to purchase Common Stock could result in additional dilution of the percentage ownership\nof our stockholders and could cause our stock price to decline.

We\nare authorized to issue up to 10,000,000,000 shares of our Common Stock. We have the right to raise additional capital or incur borrowings\nfrom third parties to finance our business. The board of directors has the authority, without the consent of any of the stockholders,\nto cause us to issue more shares of our Common Stock and/or securities convertible into our Common Stock. We will likely issue additional\nshares of our Common Stock and/or such securities in the future and such future sales and issuances of our Common Stock or rights to\npurchase our Common Stock could result in substantial dilution to our existing stockholders. We may sell Common Stock, convertible securities\nand other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any\nsuch securities in subsequent transactions, our stockholders may be materially diluted. New investors in such subsequent transactions\ncould gain rights, preferences and privileges senior to those of holders of our Common Stock.

In\nthe future, we may issue additional preferred stock without the approval of our stockholders, which could make it more difficult for\na third party to acquire us and could depress our stock price.

We\nare authorized to issue up to 1,500,005 shares of our preferred stock, par value $0.01 per share, having such rights, preferences and\nprivileges as are determined by our board of directors in their discretion. We have the right to raise additional capital or incur borrowings\nfrom third parties to finance our business. The board of directors has the authority, without the consent of any of the stockholders,\nto cause us to issue more shares of our preferred stock. Our board of directors may issue, and has in the past issued, without a vote\nof our stockholders, one or more series of our preferred stock with such rights and preferences as it determines. This could permit our\nboard of directors to issue preferred stock to investors who support us and our management and permit our management to retain control\nof our business. Additionally, issuance of preferred stock could block an acquisition which could result in both a drop in our stock\nprice and a decline in interest of our Common Stock.

Since\nwe intend to retain any earnings for development of our business for the foreseeable future, you will likely not receive any dividends\nfor the foreseeable future, and capital appreciation, if any, will be the source of gain for our stockholders.

We\nhave never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings\nto support operations and to finance expansion and therefore we do not anticipate paying any cash dividends on our Common Stock in the\nforeseeable future. As a result, capital appreciation, if any, of our Common Stock will be the sole source of gain for our stockholders\nfor the foreseeable future.

Our\nability to use our net operating loss carryforwards and certain other tax attributes may be limited.

Section\n382 (“Section 382”) of the Internal Revenue Code of 1986, as amended (the “Code”), contains rules that limit\nthe ability of a company that undergoes an ownership change to utilize its net operating losses (“NOLs”) and tax credits\nexisting as of the date of such ownership change. Under the rules, such an ownership change is generally any change in ownership of more\nthan 50% of a company’s stock within a rolling three-year period. The rules generally operate by focusing on changes in ownership\namong stockholders considered by the rules as owning, directly or indirectly, 5% or more of the stock of a company and any change in\nownership arising from new issuances of stock by the company. As a result of this Section 382 limitation, any ownership changes as defined\nby Section 382 may limit the amount of NOL carryforwards that could be utilized annually to offset future taxable income.

As\na smaller reporting company, we are subject to scaled disclosure requirements that may make it more challenging for investors to analyze\nour results of operations and financial prospects.

As\na “smaller reporting company,” we (i) are able to provide simplified executive compensation disclosures in our filings, (ii)\nare exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms\nprovide an attestation report on the effectiveness of internal control over financial reporting and (iii) have certain other decreased\ndisclosure obligations in our filings with the SEC, including being required to provide only two years of audited financial statements\nin annual reports. Consequently, it may be more challenging for investors to analyze our results of operations and financial prospects.

We\nwill remain a smaller reporting company until the beginning of a fiscal year in which we had a public float of $250 million held by non-affiliates\nas of the last business day of the second quarter of the prior fiscal year, assuming our Common Stock is registered under Section 12\nof the Exchange Act on the applicable evaluation date. Even if we remain a smaller reporting company, if our public float exceeds $250\nmillion and our annual revenues are greater than $100 million, we will become subject to the provisions of Section 404(b) of the Sarbanes-Oxley\nAct.

A\nlarge number of shares of Common Stock may be sold in the market following this offering, which may significantly depress the market\nprice of our Common Stock.

The\nCommon Stock will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial\nnumber of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares\nof Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market\nprice at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock.

The\nmarket price of our Common Stock may continue to be highly volatile; you may not be able to resell your shares of Common Stock at or\nabove the public offering price and you could lose all or part of your investment.

The\ntrading price of our Common Stock may continue to be highly volatile. Our stock price could continue to be subject to wide fluctuations\nin response to a variety of factors, including the following:

	●	actual\n or anticipated results of our clinical trials;

	●	actual\n or anticipated fluctuations in our operating results;

	●	quarterly\n variations in the rate of growth of our financial indicators, or those of companies that are perceived to be similar to us;

	●	the\n potential absence of securities analysts covering us and distributing research and recommendations about us;

	●	speculation\n in the press or investment community;

	●	public\n reaction to our press releases, announcements concerning our business or those of our competitors or customers, and filings with\n the SEC;

	●	We\n expect our actual operating results to fluctuate widely if and when we generate sales and increase production capabilities and other\n operations;

	●	low\n trading volume for our Common Stock;

	●	overall\n stock market fluctuations;

	●	general\n financial market conditions and oil and natural gas industry market conditions, including fluctuations in commodity prices;

	●	the\n realization of any of the risk factors presented in this prospectus;

	●	our\n ability to raise capital when we require it, and to raise such capital on favorable terms;

	●	our\n outstanding indebtedness;

	●	we\n have no institutional line-of-credit available to fund our operations and we may be unable to obtain a line of credit under terms\n that are mutually agreeable;

	●	changes\n in financial estimates by securities analysts or our failure to perform as anticipated by the analysts;

	●	conditions\n or trends in the industry, including the prices of oil and natural gas;

	●	litigation;

	●	changes\n in market valuations of other similar companies;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	announcements\n by us or our competitors of new products or of significant technical innovations, contracts, acquisitions, strategic partnerships\n or joint ventures;

	●	future\n sales of Common Stock;

	●	actions\n initiated by the SEC or other regulatory bodies;

	●	the\n success of our exploration and development operations, and the marketing of any oil and natural gas we produce;

	●	departure\n of key personnel or failure to hire key personnel; and

	●	domestic\n and international economic, health, legal and regulatory factors unrelated to our performance.

The\nstock markets in general, and the small-cap biotech market, in particular, have experienced extreme price and volume fluctuations in\nrecent years that have significantly affected the quoted prices of the securities of many companies, including companies in our industry.\nThe changes often appear to occur without regard to specific operating performance. The price of our shares of Common Stock could fluctuate\nbased upon factors that have little or nothing to do with our company and these fluctuations could materially reduce our share price.\nBroad market, clinical trial results and industry factors may negatively affect the market price of our Common Stock, regardless of our\nactual operating performance.

Risks\nRelated to Our Financial Condition and Our Need for Additional Capital

Our\nability to continue as a going concern is in substantial doubt absent obtaining adequate new debt or equity financings.

We\nhave concerns about our ability to continue as a going concern based on the absence of revenues, recurring losses from operations and\nour need for additional financing to fund all of our operations. Working capital limitations continue to impinge on our day-to-day operations,\nthus contributing to continued operating losses. For the fiscal year ended June 30, 2026, the Company had no revenues, had a net loss\nof $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\nof $144,484,230.

Based\nupon our current business plan, we will need considerable cash investments to have the opportunity to be successful. Our capital requirements\nand cash needs are significant and continuing. We can provide no assurance that we will be able to generate a sufficient amount of revenue,\nif any, from our business in order to achieve profitability. It is not possible at this time for us to predict with assurance the potential\nsuccess of our business. The revenue and income potential of our proposed business and operations are unknown. If we cannot continue\nas a viable entity, we may be unable to continue our operations and you may lose some or all of your investment in our Common Stock.

We\nmay be unable to remain in compliance with the financial or other covenants contained in our debt instruments. Any breach of our credit\nfacilities could have a material adverse effect on our business and financial condition.

As\nof the date of this prospectus, we are in default under certain loans payable, which totalled approximately $212,000, subsequent\nto its maturity date. See our consolidated financial statements in the registration statement of which this prospectus forms a part for\nadditional information regarding such debt. Our debt instruments contain, and any future debt instruments may contain, financial and\nother covenants that impose requirements on us and limit our and our subsidiaries’ ability to engage in certain transactions or\nactivities, such as:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	making\n certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions\n and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

	●	incurring\n additional debt;

	●	providing\n guarantees in respect of obligations of other persons;

	●	making\n loans, advances and investments;

	●	entering\n into transactions with investment funds and affiliates;

	●	creating\n or incurring liens;

	●	entering\n into negative pledges;

	●	selling\n all or any part of the business, assets or property, or otherwise disposing of assets;

	●	making\n acquisitions or consolidating or merging with other persons;

	●	entering\n into sale-leaseback transactions;

	●	changing\n the nature of our business;

	●	changing\n our fiscal year;

	●	making\n certain modifications to organizational documents or certain material contracts;

	●	making\n certain modifications to certain other debt documents; and

	●	entering\n into certain agreements with respect to the repayment of indebtedness.

There\ncan be no assurance that we will be able to maintain leverage levels and other financial metrics in compliance with the financial covenants\nincluded in our debt instruments. These restrictions may limit our flexibility in operating our business, and any failure to comply with\nthese financial and other covenants, if not waived, would cause a default or event of default. Our obligations under our debt instruments\nare secured by substantially all of our assets. In the case of an event of default, creditors may exercise rights and remedies, including\nthe rights and remedies of a secured party, under such agreements and applicable law, which could have a material adverse effect on our\nbusiness, financial condition and results of operations.

We\nhave incurred significant losses since our inception. We expect to incur significant losses for the foreseeable future and may never\nachieve or maintain profitability.

Since\ninception, we have incurred significant operating losses. Our net loss was $18,862,710 and $58,923,300 respectively, for the fiscal\nyears ended June 30, 2026 and June 30, 2025. As of June 30, 2026, we had an accumulated deficit of $144,484,230. To date, we have\nnot generated any revenues and have financed most of our operations with funds obtained from private financings.

Since\nOctober 2007, we have devoted substantially all of our efforts to the research and development of our product candidates, particularly\nPRP, and efforts to protect our intellectual property. From January to February 2016, and from October 2016 to April 2017, we have contracted\nwith third parties to perform several laboratory studies and dose range finding studies designed to examine the anti-cancer effects of\nPRP and prepare for human clinical trials. Since mid-2017, we developed a suitable manufacturing process for each active drug substance\nin the PRP formulation, capable of producing a full scale GMP manufacture of PRP for human trials. In June 2017, we were granted Orphan\nDrug Designation status from the FDA for PRP for the treatment of pancreatic cancer. In March 2018, a scientific advice meeting was conducted\nwith the MHRA (Medicines and Healthcare Products Regulatory Agency) UK, to assist with preparation of our first CTA. Between March and\nAugust 2019, we initiated and developed a bio-analytical assay method to quantify PRP in human serum in preparation for a Phase Ib FIH\nstudy in advanced cancer patients. In May 2022, we purchased pharmaceutical grade raw materials for PRP manufacture in preparation for\nthe Phase I study.

Since\nSeptember 2019, we have been party to a Joint Research and Drug Discovery Collaboration Agreement with the University of Jaén and\ncollaborating with such university and the University of Granada to develop a synthetic recombinant version of PRP to further enhance\nits anti-cancer effects and improve stability of the naturally derived formulation. In August 2022, a second Joint Research and Collaboration\nAgreement was established with such universities to identify and discover new intellectual property while investigating the impact of\nPRP on the tumor microenvironment, and possible future clinical applications as an effective chemo-sensitizing agent on resistant tumors.\nIn March 2026, we entered into another two-year collaboration agreement with the University of Jaén and the University of Granada\nto provide certain research services to the Company. We expect to incur significant expenses and increasing operating losses for\nthe foreseeable future if and as we progress PRP into clinical trials, continue our R&D, seek regulatory approvals, establish or\ncontract for a sales and marketing infrastructure, maintain and expand our intellectual property portfolio, and add personnel.

To\nbecome profitable, we must develop and eventually commercialize PRP or some other product with significant market potential. This will\nrequire us to successfully complete clinical trials, obtain market approval and market and sell PRP or whatever other product that we\nobtain approval for. We might not succeed in any one or a number of these activities, and even if we do, we may never generate revenues\nthat are significant enough to achieve profitability. Our failure to become and remain profitable would decrease our value and could\nimpair our ability to raise capital, maintain our R&D efforts, expand our business or continue our operations.

As\nan early-stage company, it may be difficult for you to evaluate the success of our business to date and to assess our future viability.

Despite\nhaving been founded in 2007, we remain an early-stage company. We commenced active operations in the second half of 2010. Our operations\nto date have been mainly limited to establishing our research programs, particularly PRP, building our intellectual property portfolio\nand deepening our scientific understanding of our product development. We have not yet initiated, let alone demonstrated any ability\nto successfully complete, any clinical trials, including large-scale, pivotal clinical trials, obtain marketing approvals, manufacture\na commercial scale product, or arrange for a third party to do so on our behalf, or conduct sales and marketing activities necessary\nfor successful product commercialization. We believe it will take a number of years for PRP to be made available for the treatment of\ncancer, if it ever is. Given our relatively short operating history compared to the timeline required to fully develop a new drug, you\nare cautioned about making any predictions on our future success or viability based on our activities or results to date. In addition,\nwe may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors. We will eventually need\nto transition from a company with a research focus to a company capable of supporting commercial activities. We may not be successful\nin such a transition.

We\ncurrently rely, and may continue to rely for the foreseeable future, on substantial debt financing convertible into shares of Common\nStock that we are not able to repay in cash, and if repaid in such shares, could have a material adverse effect and negative price impact\non the price of our Common Stock.

In\norder to maintain our operations, including our R&D efforts and our preclinical development of PRP, we have over the last few years\nentered into a number of securities purchase agreements pursuant to which we issued convertible debt in return for cash. We are not currently\nable to repay either the current principal or interest on this debt in cash. Our lenders, therefore, can convert their debt into shares\nof our Common Stock, at a discount to current market prices and then attempt to sell these shares on the open market in order to pay\ndown their loans and receive a return on their investment. These financings pose the risk that as these debts are converted, our stock\nprice will reflect the reduced prices at which our lenders are willing to sell their shares, given the discount they have received. These\nfinancings contain no floor on the price which our lenders can convert their debt into shares of Common Stock and they could conceivably\nreduce the market price of our Common Stock to near zero. These types of financings negatively impact our balance sheet and the appeal\nof our Common Stock as an investment. While we are actively exploring various alternatives to reduce if not eliminate this debt, for\nthe foreseeable future we will continue to carry it on our balance sheet, and we may have to enter into additional such financings in\norder to sustain our operations. As a result, the price of our Common Stock and our market capitalization are subject to significant\ndeclines until our convertible debt is either refinanced on a favorable basis or is eliminated.

We\nwill continue to need substantial additional funding. If we are unable to raise capital when needed, we would be forced to delay, reduce\nor eliminate our product development programs or commercialization efforts.

We\nexpect our expenses to significantly increase in connection with our ongoing activities, particularly if we initiate clinical trials\nof, and ultimately seek marketing approval for, PRP. In addition, even if we ultimately obtain marketing approval for PRP or any other\nproduct candidate, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution.\nWe also hope to continue and expand our R&D activities. Accordingly, we will need to obtain substantial additional funding in connection\nwith our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would be forced to delay, reduce\nor eliminate our future commercialization efforts or any R&D programs.

Our\nfuture capital requirements will depend on many factors, including, among others, the scope, progress and results of our potential future\nclinical trials, the costs, timing and outcome of regulatory review of PRP, the costs of any future commercialization activities, and\nthe costs of preparing and filing future patent applications, if any. Accordingly, we will continue to rely on additional financing to\nachieve our business objectives. Adequate additional financing may not be available to us on acceptable terms, or at all. Even if we\nare able to enter into financing agreements, we may be forced to pay higher interest rates, accept default provisions in financing agreements\nthat we believe are overly punitive, make balloon payments as required, and, as noted below, if we issue convertible debt the price of\nour Common Stock may well be negatively affected and our existing stockholders may suffer dilution.

Raising\nadditional capital will cause dilution to our stockholders, restrict our operations or require us to relinquish rights to our technologies\nor product candidates.

Until\nsuch time, if ever, as we can generate substantial product revenues, we expect to continue to finance our cash needs through a combination\nof equity offerings and additional debt financings, and possibly also through future collaborations, strategic alliances and licensing\narrangements. To the extent that we raise additional capital through the sale of equity or debt securities, including convertible debt\nsecurities, the ownership interest of our existing stockholders will be diluted upon conversion, and the terms of these securities may\ninclude liquidation or other preferences that adversely affect the rights of our existing stockholders.

Debt\nfinancing, if available, may also involve agreements that include restrictive covenants limiting or restricting our ability to take specific\nactions, such as merging with other companies or consummating certain changes of control, acquiring other companies, engaging in new\nlines of business, incurring additional debt, making capital expenditures, making certain investments, paying dividends, transferring\nor disposing of assets, amending certain material agreements, incurring additional indebtedness or enter into various specified transactions.\nWe therefore may not be able to engage in any of the foregoing transactions unless we obtain the consent of the lender or terminate such\ndebt agreements. Our debt agreements may also contain certain financial covenants, including achieving certain milestones and may be\nsecured by substantially all of our assets. In the event we enter into such debt agreements, there is no guarantee that we will be able\nto generate sufficient cash flow or sales to pay the principal and interest under our debt agreements or to satisfy all of the financial\ncovenants.

If\nwe raise additional funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish\nvaluable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that\nmay not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required\nto delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market\nproduct candidates that we would otherwise prefer to develop and market ourselves.

The\naccounting method for convertible debt securities that may be settled in cash could have a material adverse effect on our reported financial\nresults.

Under\nFinancial Accounting Standards Board Accounting Standards Codification 470-20, Debt with Conversion and Other Options (“ASC 470-20”),\nwe are required to separately account for the liability and equity components of our convertible notes because they may be settled entirely\nor partially in cash upon conversion in a manner that reflects our economic interest cost. The effect of ASC 470-20 on the accounting\nfor our convertible notes is that the equity component is required to be included in the additional paid-in capital section of stockholders’\ndeficit on our consolidated balance sheet, and the value of the equity component would be treated as a discount for purposes of accounting\nfor the debt component of our convertible notes. As a result, we will be required to record a greater amount of non-cash interest expense\nin current periods presented as a result of the amortization of the discounted carrying value of our convertible debt or notes to their\nface amount over the terms. We will report higher net loss in our financial results in part because ASC 470-20 will require interest\nto include both the current period’s amortization of the debt discount and the instrument’s coupon interest, which could\nadversely affect our reported or future financial results, the trading price of our Common Stock and the trading price of our convertible\nnotes.

In\naddition, because our convertible notes may be settled entirely or partly in cash, under certain circumstances, these are currently accounted\nfor utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion are not included in the calculation\nof diluted earnings per share except to the extent that the conversion value exceeds their principal amount. Under the treasury stock\nmethod, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of Common Stock that would\nbe necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting\nstandards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method\nin accounting for the shares issuable upon conversion of our convertible notes, then our diluted earnings per share would be adversely\naffected.

We\nmaintain our cash in Australian financial institutions, which are not insured beyond AUD $250,000.

The\nCompany maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are only insured up to\nAUD $250,000. The Company has not experienced any losses in such accounts through to date.

Fluctuations\nin currency exchange rates may adversely impact our cash flows and earnings.

Due\nto our global operations, our cash flow and earnings are exposed to currency exchange rate fluctuations. Exchange rate fluctuations may\nalso affect the cost of goods and services that we purchase. The recent volatility in the global capital and credit markets has increased\nthe frequency and severity of exchange rate fluctuations. Changes from our expectations for currency exchange rates can have a material\nimpact on our financial results. When appropriate, we may attempt to limit our exposure to exchange rate changes by entering into short-term\ncurrency exchange contracts. There is no assurance that we will hedge or will be able to hedge such foreign currency exchange risk or\nthat our hedges will be successful.

Our\ncurrency exchange gains or losses (net of hedges) may materially and adversely impact our cash flows and earnings. Additionally, adverse\nmovements in currency exchange rates could result in increases in our cost of goods sold, materially impacting our cash flows and earnings.

Risks\nRelated to the Discovery, Development, and Commercialization of Our Product Candidates

Because\nPRP remains in the early stages of development and may never become commercially viable, you may lose some or all of your investment.

At\npresent, our only product candidate, PRP, is still in preclinical development. While we are hopeful that the preclinical testing we have\ncompleted will lead to our initiating human clinical trials in 2026 or 2027 as noted elsewhere we expect that it will be several\nyears, at least, before PRP can be commercialized. Further, if clinical trials for PRP fail to produce statistically significant results,\nwe would likely be forced to either spend several more years in development attempting to correct whatever flaws were identified in the\ntrials, or we would have to abandon PRP altogether. Either of those contingencies, and especially the latter, would dramatically increase\nthe amount of time before we would be able to generate any product-related revenue, and we may well be forced to cease operations. Under\nsuch circumstances, you may lose at least a portion of, and perhaps your entire, investment.

PRP\nmay cause undesirable side effects that could negatively impact its clinical trial results or limit its use, hindering further development,\nsubject us to possible product liability claims, and make it more difficult to commercialize PRP.

In\naddition to the possibility that the clinical trials we hope to initiate for PRP could demonstrate a lack of efficacy, if we alternatively\nidentify adverse and undesirable side effects caused by it this will likely interrupt, delay, or even halt our further development, or\npossibly limit our planned therapeutic uses for it, and may even result in adverse regulatory action by the FDA or other regulatory authorities.

Moreover,\nthis may subject us to product liability claims by the individuals enrolled in our clinical trials; while we intend to obtain product\nliability insurance in connection with our clinical trials, it is possible that the potential liability of any claims against us could\nexceed the maximum amount of this coverage, or at least increase our premiums. Either would result in an increase in our operating expenses,\nin turn making it more difficult to complete our clinical development, or in the suspension or termination of the clinical trial. Any\nnegative information concerning PRP, however unrelated to its composition or method of use, could also damage our chances to obtain regulatory\napproval.

Even\nif we are able to complete PRP’s development and receive regulatory approvals, undesirable side effects could prevent us from achieving\nor maintaining market acceptance of the product or substantially increase the costs and expenses of commercializing it.

Because\nsuccessful development of our products is uncertain, our results of operations may be materially harmed.

Our\ndevelopment of PRP and future product candidates is subject to the risks of failure inherent in the development of new pharmaceutical\nproducts that are based on new technologies, including but not limited to delays in product development, clinical testing or manufacturing;\nunplanned and higher expenditures; adverse findings relating to safety or efficacy; failure to receive regulatory approvals; the emergence\nof superior or equivalent products; an inability by us or one of our collaborators to manufacture our product candidates on a commercial\nscale on our own, or in collaboration with third parties; and, ultimately, a failure to achieve market acceptance.

Because\nof these risks, our development efforts may not result in PRP, or any other product we attempt to develop, becoming commercially viable.\nIf even one aspect of these development efforts is not successfully completed, required regulatory approvals will not be obtained, or\nif any approved products are not commercialized successfully, our business, financial condition and results of operations will be materially\nharmed.

A\nvariety of factors, either alone or in concert with each other, could result in our clinical trials of PRP being delayed or unsuccessful.

While\nwe have conducted a variety of preclinical studies, which we have concluded provide evidence to support the potential therapeutic utility\nof PRP, comprehensive human clinical trials in order to demonstrate the product’s safety, tolerability and efficacy will now need\nto be completed. Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as\nto the outcome. A failure of one or more clinical trials can occur at any stage of testing. The outcome of preclinical testing and even\nearly clinical trials may not be predictive of the success of later clinical trials, and interim results of a clinical trial do not necessarily\npredict final results. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many\ncompanies that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless\nfailed to obtain marketing approval of their products.

Among\nthe numerous unforeseen events that may occur during, or as a result of, clinical trials that alone or in concert with each other could\neither delay or prevent our ability to receive marketing approval or commercialize PRP are the following:

\n \n \n \n \n

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regulators\n or institutional review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial\n at a prospective trial site;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	we\n may have delays in reaching or fail to reach an agreement on acceptable clinical trial contracts or clinical trial protocols with\n prospective trial sites;

	●	as\n noted previously, clinical trials of PRP may produce negative or inconclusive results, and we may decide, or regulators may require\n us, to conduct additional clinical trials or abandon product development altogether;

	●	the\n number of patients required for clinical trials may be larger than we anticipate, enrollment in these clinical trials may be slower\n than we anticipate, or participants may drop out of these clinical trials at a higher rate than we anticipate;

	●	our\n third-party contractors may fail to comply with regulatory requirements or fail to meet their contractual obligations to us in a\n timely manner, or at all;

	●	regulators\n or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons,\n including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health\n risks;

	●	the\n cost of clinical trials may be greater than we anticipate;

	●	the\n supply or quality of PRP or other materials necessary to conduct its clinical trials may be insufficient or inadequate; and

	●	PRP\n may, as also noted above, have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators\n or institutional review boards to suspend or terminate the trials.

If\nwe are required to conduct additional clinical trials or other testing of PRP beyond those that we currently contemplate, if we are unable\nto successfully complete clinical trials of PRP or other testing, if the results of these trials or tests are not positive or are only\nmodestly positive or if there are safety concerns, we may:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	be\n delayed in obtaining marketing approval;

	●	not\n obtain marketing approval at all;

	●	obtain\n approval for indications or patient populations that are not as broad as intended or desired;

	●	obtain\n approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;

	●	be\n subject to additional post-marketing testing requirements; or

	●	fail\n to obtain that degree of market acceptance necessary for commercial success.

Any\ndelay in, or termination of, our clinical trials may result in increased development costs, which would very likely cause the market\nprice of our shares to decline and severely limit our ability to obtain additional financing and, ultimately, our ability to commercialize\nour products and generate product revenues. This in turn would likely materially harm our business, financial condition and operating\nresults, and possibly lead us to cease operations.

If\nwe fail to obtain regulatory approval in jurisdictions outside the U.S., we will not be able to market PRP in those jurisdictions.

We\nintend to seek regulatory approval for PRP not just in the U.S., but also in the UK, Europe, Australia and/or other countries outside\nof the U.S., and expect that such countries will be important markets for our product, if approved. Marketing our product in these countries\nwill require separate regulatory approvals in each market and compliance with numerous and varying regulatory requirements. The regulations\nthat apply to the conduct of clinical trials and approval procedures vary from country to country and may require additional testing.\nMoreover, the time required to obtain approval may differ from that required to obtain FDA approval.

If,\nin the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market\nPRP, we may not be successful in commercializing our product candidates if and when they are approved.

We\ndo not have a sales or marketing infrastructure and have no experience in the sale, marketing or distribution of pharmaceutical products.\nTo achieve commercial success for PRP or any other approved product, we must either develop a sales and marketing organization or outsource\nthese functions to third parties. In the future, we may choose to build a focused sales and marketing infrastructure to market or co-promote\nsome of our product candidates if and when they are approved.

There\nare risks involved with both establishing our own sales and marketing capabilities and entering into arrangements with third parties\nto perform these services. For example, recruiting and training a sales force is expensive and time consuming and could delay any product\nlaunch. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing capabilities is delayed\nor does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. This may be costly,\nand our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

Factors\nthat may inhibit our efforts to commercialize our products on our own include:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	our\n inability to recruit and retain adequate numbers of effective sales and marketing personnel;

	●	the\n inability of sales personnel to obtain access to physicians or persuade an adequate number of physicians to prescribe any future\n products;

	●	the\n lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies\n with more extensive product lines; and

	●	unforeseen\n costs and expenses associated with creating an independent sales and marketing organization.

If\nwe enter into arrangements with third parties to perform sales, marketing and distribution services, our product revenues or the profitability\nof these product revenues to us are likely to be lower than if we were to market and sell any products that we develop ourselves. In\naddition, we may not be successful in entering into arrangements with third parties to sell and market our product candidates or may\nbe unable to do so on terms that are favorable to us. We likely will have little control over such third parties, and any of them may\nfail to devote the necessary resources and attention to sell and market our products effectively. If we do not establish sales and marketing\ncapabilities successfully, either on our own or in collaboration with third parties, we will not be successful in commercializing PRP.

We\nface substantial competition, which may result in others discovering, developing or commercializing products before or more successfully\nthan we do.

The\ndevelopment and commercialization of new drug products is highly competitive. We face competition with respect to our current product\ncandidate and will face competition with respect to any product candidates that we may seek to develop or commercialize in the future\nfrom major pharmaceutical companies, specialty pharmaceutical companies and biotechnology companies worldwide. There are a number of\nlarge pharmaceutical and biotechnology companies that currently market and sell products or are pursuing the development of products\nfor the treatment of the disease indications for which we are developing our product candidates. Some of these competitive products and\ntherapies are based on scientific approaches that target and eradicate cancer stem cells to treat metastatic cancer. Potential competitors\nalso include academic institutions, government agencies and other public and private research organizations that conduct research, seek\npatent protection and establish collaborative arrangements for research, development, manufacturing and commercialization.

We\nare developing PRP for the treatment of pancreatic, ovarian and colorectal cancer. There are a variety of available therapies marketed\nfor cancer. In many cases, these drugs are administered in combination to enhance efficacy. Some of these drugs are branded and subject\nto patent protection, and others are available on a generic basis. Many of these approved drugs are well-established therapies and are\nwidely accepted by physicians, patients and third-party payors. Insurers and other third-party payors may also encourage the use of generic\nproducts. We expect that if our product candidate is approved, it will be priced at a significant premium over competitive generic products.\nThis may make it difficult for us to achieve our business strategy of using PRP in combination with existing therapies or replacing existing\ntherapies with PRP.

There\nare also a number of products in clinical development by other parties to treat and prevent metastatic cancer. Our competitors may develop\nproducts that are more effective, safer, more convenient or less costly than any that we are developing or that would render our product\ncandidate obsolete or non-competitive. In addition, our competitors may discover biomarkers that more efficiently measure their effectiveness\nto treat and prevent metastatic cancer, which may give them a competitive advantage in developing potential products. Our competitors\nmay also obtain marketing approval from the FDA or other regulatory authorities for their products more rapidly than we may obtain approval\nfor ours, which could result in our competitors establishing a strong market position before we are able to enter the market.

Most\nof our competitors have significantly greater financial resources and expertise in R&D, manufacturing, preclinical testing, conducting\nclinical trials, obtaining regulatory approvals and marketing approved products than we do. Mergers and acquisitions in the pharmaceutical\nand biotechnology industries may result in even more resources being concentrated among a smaller number of our competitors. Smaller\nand other early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large\nand established companies. These third parties compete with us in recruiting and retaining qualified scientific and management personnel,\nestablishing clinical trial sites and patient registration for clinical trials, as well as in acquiring technologies complementary to,\nor necessary for, our programs. In addition, to the extent that product or product candidates of our competitors demonstrate serious\nadverse side effects or are determined to be ineffective in clinical trials, the development of our product candidates could be negatively\nimpacted.

Even\nif we are able to commercialize PRP, we will need to seek approval for reimbursement before it can be marketed, and it may become subject\nto unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which would harm our business.

The\nregulations that govern marketing approvals, pricing and reimbursement for new drug products vary widely from country to country. In\nthe United States, recently passed legislation may significantly change the approval requirements in ways that could involve additional\ncosts and cause delays in obtaining approvals. Some countries require approval of the sale price of a drug before it can be marketed.\nIn many countries, the pricing review period begins after marketing or product licensing approval is granted. In some foreign markets,\nprescription pharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result,\nwe might obtain marketing approval for PRP in a particular country, but then be subject to price regulations that delay our commercial\nlaunch of it, possibly for lengthy time periods, and negatively impact the revenues we are able to generate from the sale of PRP in that\ncountry. Adverse pricing limitations may hinder our ability to recoup our investment in PRP, even after it has obtained marketing approval.

Our\nability to commercialize PRP successfully also will depend in part on the extent to which reimbursement for it will be available from\ngovernment health administration authorities, private health insurers and other organizations. Government authorities and third-party\npayors, such as private health insurers and health maintenance organizations, decide which medications they will pay for and establish\nreimbursement levels. A primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government authorities and third-party\npayors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Increasingly,\nthird-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the\nprices charged for medical products. We cannot be sure that reimbursement will be available for PRP that we commercialize and, if reimbursement\nis available, the level of reimbursement. Reimbursement may impact the demand for, or the price of, PRP. Obtaining reimbursement for\nit may be particularly difficult because of the higher prices often associated with drugs administered under the supervision of a physician.\nIf reimbursement is not available or is available only to limited levels, we may not be able to successfully commercialize PRP.

There\nmay be significant delays in obtaining reimbursement for newly approved drugs, and coverage may be more limited than the purposes for\nwhich the drug is approved by the FDA or similar regulatory authorities outside the United States. Moreover, eligibility for reimbursement\ndoes not imply that any drug will be paid for in all cases or at a rate that covers our costs, including research, development, manufacture,\nsale and distribution. Interim reimbursement levels for new drugs, if applicable, may also not be sufficient to cover our costs and may\nnot be made permanent. Reimbursement rates may vary according to the use of the drug and the clinical setting in which it is used, may\nbe based on reimbursement levels already set for lower cost drugs and may be incorporated into existing payments for other services.\nNet prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and\nby any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold at lower prices than\nin the United States. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own reimbursement\npolicies. Our inability to promptly obtain coverage and profitable payment rates from both government-funded and private payors for any\napproved products that we develop could have a material adverse effect on our operating results, our ability to raise capital needed\nto commercialize products and our overall financial condition.

Geopolitical\nConflicts, Trade Restrictions, and Tariffs Could Adversely Affect Our Business, Financial Condition, and Results of Operations

Our\nbusiness, financial condition, and results of operations could be adversely affected by geopolitical conflicts, trade restrictions, and\ntariffs. Political and economic instability, military conflicts, or trade disputes between major economies, including those involving\nthe United States, China, the European Union, and other regions where we operate, may lead to increased tariffs, trade barriers, economic\nsanctions, or supply chain disruptions. For example, tariffs imposed on raw materials, components, or finished goods that we import or\nexport could increase our costs and reduce our competitiveness. In response to geopolitical tensions, governments may also impose restrictions\non cross-border investments, technology transfers, or business operations, limiting our ability to expand in certain markets. Furthermore,\nretaliatory measures by affected countries may disrupt supply chains, impact demand for our products, or make it more difficult for us\nto conduct business internationally.

Geopolitical\nconflicts may also lead to volatility in financial markets, fluctuations in currency exchange rates, and increased costs for raw materials\nand transportation. In extreme cases, such conflicts could result in economic downturns, trade embargos, or other restrictive measures\nthat materially and adversely impact our operations.

We\ncannot predict how future developments related to geopolitical tensions, trade policies, or regulatory changes will impact our business.\nIf we are unable to mitigate the risks associated with these factors, our operations, revenue, profitability, and overall financial condition\ncould be negatively affected.

Risks\nRelated to Our Dependence on Third Parties

We\nwill depend on collaborations with third parties for the development and commercialization of PRP and other product candidates, and these\ncollaborations may be unsuccessful.

We\ncurrently seek third-party collaborators for the development and commercialization of PRP, contract manufacturers (“CMOs”),\nCROs, regulatory and development consultants, and hospitals for clinical trial sites. We intend to continue to rely on third-party collaborators\nfor current and future product candidates for the foreseeable future. Our likely collaborators for any collaboration arrangements include\nlarge and mid-size pharmaceutical companies, regional and national pharmaceutical companies and biotechnology companies. If we do enter\ninto any such arrangements with any third parties, we will likely have limited control over the amount and timing of resources that our\ncollaborators dedicate to the development or commercialization of our product candidates. Our ability to generate revenues from these\narrangements will depend on our collaborators’ abilities to successfully perform the functions assigned to them in these arrangements.

Collaborations\ninvolving our product candidates would pose the following risks to us:

\n \n \n \n \n

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collaborators\n have significant discretion in determining the efforts and resources that they will apply to these collaborations;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	collaborators\n may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization\n programs based on clinical trial results, changes in the collaborator’s strategic focus or available funding or external factors\n such as an acquisition that diverts resources or creates competing priorities;

	●	collaborators\n may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product\n candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

	●	collaborators\n could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product\n candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized\n under terms that are more economically attractive than ours;

	●	collaborators\n with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution\n of such product or products;

	●	collaborators\n may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite\n litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation;

	●	disputes\n may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization\n of our products or product candidates or that result in costly litigation or arbitration that diverts management attention and resources;\n and

	●	collaborations\n may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization\n of the applicable product candidates.

Collaboration\nagreements may not lead to development or commercialization of product candidates in the most efficient manner or at all. If a present\nor future collaborator of ours were to be involved in a business combination, the continued pursuit and emphasis on our product development\nor commercialization program could be delayed, diminished or terminated.

If\nwe are not able to establish collaborations, we may have to alter our development and commercialization plans.

Our\npotential commercialization of PRP will require substantial additional cash to fund clinical trial and other expenses. As noted above,\nwe may decide to collaborate with other pharmaceutical and biotechnology companies for the development and potential commercialization\nof PRP and perhaps future product candidates as well.

We\nface significant competition in seeking appropriate collaborators. Whether we reach a definitive agreement for collaboration will depend,\namong other things, upon our assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed\ncollaboration and the proposed collaborator’s evaluation of a number of factors. Those factors may include the design or results\nof clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential\nmarket for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients,\nthe potential of competing products, the existence of uncertainty with respect to our ownership of technology, which can exist if there\nis a challenge to such ownership without regard to the merits of the challenge and industry and market conditions generally. The collaborator\nmay also consider alternative product candidates or technologies for similar indications that may be available to collaborate on and\nwhether such collaboration could be more attractive than the one with us for our product candidate. Collaborations are complex and time-consuming\nto negotiate and document. In addition, there have been a significant number of recent business combinations among large pharmaceutical\ncompanies that have resulted in a reduced number of potential future collaborators.

We\nmay not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If we are unable to do so, we may have\nto curtail the development of such product candidate, reduce or delay its development program or one or more of our other development\nprograms, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures\nand undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development\nor commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable\nterms or at all. If we do not have sufficient funds, we may not be able to further develop our product candidates or bring them to market\nand generate product revenue.

We\nmay enter into contracts with third parties for the manufacture of PRP and in the event that any such parties do not perform satisfactorily\nor at all, this would materially adversely affect our ability to supply PRP.

We\ndo not have any manufacturing facilities or personnel. We had previously produced all of our supply of PRP for clinical development through\na manufacturing service agreement (“MSA”) with Eurofins Amatsigroup (“Amatsigroup”) for the manufacture of clinical\nand, if necessary, commercial quantities of PRP. The MSA had an initial term of three years, subject to extension by the parties but\nis currently expired. We intend to seek a new agreement with Amatsigroup, but if we are not able to enter into such an agreement, we\nintend to seek an alternative manufacturer for the production of PRP. The Company has spent a total of $1,689,146 of costs to date under\nthe MSA, of which $49,854, $701,973, and $937,319 was expensed in our fiscal years ended 2019, 2018, and 2017.

Reliance\non a single manufacturer of PRP creates the risk that we may not have sufficient quantities of PRP on hand at any given time, which could\ndelay, prevent or impair our development efforts.

Although\nwe believe that there are several potential manufacturers who could manufacture PRP, we may incur costs and delays in identifying and\nqualifying a manufacturer. In addition, we would then have to enter into agreements to share our know-how with any such manufacturer,\nwhich can be time-consuming and may result in delays in the development of PRP. Reliance on a single manufacturer exposes us to certain\nrisks, including, but not limited to:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reliance\n on such manufacturer for regulatory compliance and quality assurance;

	●	potential\n breach of the manufacturing agreement by such manufacturer, including the misappropriation of our proprietary information, trade\n secrets and know-how;

	●	potential\n termination or nonrenewal of such agreement at a time that is costly or inconvenient for us; and

	●	disruptions\n to such manufacturer’s operations, or those of its suppliers, caused by conditions unrelated to our business or operations,\n including the bankruptcy of such manufacturer or supplier or a catastrophic event affecting such manufacturer or supplier.

Any\nfuture dependence upon a single manufacturer for the manufacture of PRP may adversely affect our future profit margins and our ability\nto commercialize any products that receive marketing approval on a timely and competitive basis. We intend to minimize this risk by entering\ninto agreements with several third-party manufacturers with a plan to engage in a dual supplier strategy for the contract manufacture\nof PRP.

Risks\nRelated to Our Intellectual Property

If\nwe fail to comply with our obligations under any intellectual property licenses with third parties, we could lose license rights that\nare important to our business.

We\nare currently a party to a joint commercialization agreement with the University of Bath and hope to enter into other license agreements\nin the future. If we fail to comply with the obligations included in any future license we may enter into in the future, such licensors\nmay have the right to terminate these agreements, in which event we might not be able to market any product that is covered by the agreements,\nor to convert the exclusive licenses to non-exclusive licenses, which could materially adversely affect the value of the product candidate\nbeing developed under these license agreements. As a general matter, termination of license agreements or reduction or elimination of\nour licensed rights may result in our having to negotiate new or reinstated licenses with less favorable terms.

If\nwe are unable to obtain and maintain patent protection for our technology and products, or if any licensors are unable to obtain and\nmaintain patent protection for the technology or products that we may license from them in the future, or if the scope of the patent\nprotection obtained is not sufficiently broad, our competitors could develop and commercialize technology and products similar or identical\nto ours, and our ability to successfully commercialize our technology and products may be adversely affected.

As\nof October 1, 2026, we have 85 granted, allowed, or accepted patents and 4 patent applications filed, or under examination in\nkey global jurisdictions relating to the use of proenzymes against solid tumors, covering PRP. Our future success depends in large part\non our and, as applicable, our licensors’, ability to obtain and maintain patent protection in the United States and other countries\nwith respect to our proprietary technology. We cannot be certain that patents will be issued in those countries where our applications\nare still under examination.

The\npatent process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent applications\nat a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our R&D output\nbefore it is too late to obtain patent protection.

The\npatent position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions\nand has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial\nvalue of our patent rights are uncertain. Our pending and future patent applications may not result in patents being issued which protect\nour technology or products or which effectively prevent others from commercializing competitive technologies and products. Changes in\neither the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of our patents\nor narrow the scope of our patent protection.

The\nlaws of foreign countries may not protect our rights to the same extent as the laws of the United States. Publications of discoveries\nin the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions\nare typically not published until 18 months after filing. Therefore, we cannot be certain that we or our licensors were the first to\nmake the inventions claimed in our owned or licensed patents or pending patent applications, or that we or our licensors were the first\nto file for patent protection of such inventions.

Assuming\nthe other requirements for patentability are met, in the United States, for patents that have an effective filing date prior to March\n15, 2013, the first to make the claimed invention is entitled to the patent, while outside the United States, the first to file a patent\napplication is entitled to the patent. In March 2013, the United States transitioned to a first inventor to file system in which, assuming\nthe other requirements for patentability are met, the first inventor to file a patent application will be entitled to the patent. We\nmay be subject to a third-party pre-issuance submission of prior art to the U.S. Patent and Trademark Office, or become involved in opposition,\nderivation, reexamination, inter parties review or interference proceedings challenging our patent rights or the patent rights of others.\nAn adverse determination in any such submission, proceeding or litigation could reduce the scope of, or invalidate, our patent rights,\nallow third parties to commercialize our technology or products and compete directly with us, without payment to us, or result in our\ninability to manufacture or commercialize products without infringing third-party patent rights.

Even\nif our owned and licensed patent applications are issued as patents, they may not be issued in a form that will provide us with any meaningful\nprotection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be\nable to circumvent our owned or licensed patents by developing similar or alternative technologies or products in a non-infringing manner.

The\nissuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our owned and licensed patents\nmay be challenged in the courts or patent offices in the United States and abroad. Such challenges may result in loss of exclusivity\nor freedom to operate or in patent claims being narrowed, invalidated or held unenforceable, which could limit our ability to stop others\nfrom using or commercializing similar or identical technology and products, or limit the duration of the patent protection of our technology\nand products. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents\nprotecting such candidates might expire before or shortly after such candidates are commercialized. As a result, our owned and licensed\npatent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.

We\nmay become involved in lawsuits to protect or enforce our patents, which could be expensive, time consuming and unsuccessful.

Competitors\nmay infringe on our patents. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be\nexpensive and time consuming. In addition, in an infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable\nor may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology\nin question. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted\nnarrowly. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there\nis a risk that some of our confidential information could be compromised by disclosure during this type of litigation. In addition, our\nlicensors may have rights to file and prosecute such claims and we are reliant on them.

Third\nparties may initiate legal proceedings alleging that we are infringing their intellectual property rights, the outcome of which would\nbe uncertain and could have a material adverse effect on the success of our business.

Our\ncommercial success depends upon our ability and the ability of our collaborators to develop, manufacture, market and sell PRP and any\nother product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. We have yet\nto conduct comprehensive freedom-to-operate searches to determine whether our use of certain of the patent rights owned by or licensed\nto us would infringe patents issued to third parties. We may become party to, or threatened with, future adversarial proceedings or litigation\nregarding intellectual property rights with respect to our products and technology, including interference proceedings before the U.S.\nPatent and Trademark Office and their European Union and global equivalents. Third parties may assert infringement claims against us\nbased on existing patents or patents that may be granted in the future. If we are found to infringe a third party’s intellectual\nproperty rights, we could be required to obtain a license from such third party to continue developing and marketing our products and\ntechnology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able\nto obtain a license, it could be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. We could\nbe forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable\nfor monetary damages. A finding of infringement could prevent us from commercializing our product candidates or force us to cease some\nof our business operations, which could materially harm our business. Claims that we have misappropriated the confidential information\nor trade secrets of third parties could have a similar negative impact on our business.

Intellectual\nproperty litigation could cause us to spend substantial resources and distract our personnel from their normal responsibilities.

Even\nif resolved in our favor, litigation or other legal proceedings relating to intellectual property claims may cause us to incur significant\nexpenses and could distract our personnel from their normal responsibilities. In addition, there could be public announcements of the\nresults of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results\nto be negative, it could have a substantial adverse effect on the price of our Common Stock. Such litigation or proceedings could substantially\nincrease our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution\nactivities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our\ncompetitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater\nfinancial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have\na material adverse effect on our ability to compete in the marketplace.

If\nwe are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In\naddition to seeking patents for some of our technology and products, we also rely on trade secrets, including unpatented know-how, technology\nand other proprietary information, to maintain our competitive position. We seek to protect these trade secrets, in part, by entering\ninto non-disclosure and confidentiality agreements with parties who have access to them, such as our employees, corporate collaborators,\noutside scientific collaborators, CMOs, consultants, advisors and other third parties. We also enter into confidentiality and invention\nor patent assignment agreements with our employees and consultants. Despite these efforts, any of these parties may breach the agreements\nand disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches.\nEnforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and\nthe outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect\ntrade secrets. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor, we would have no\nright to prevent them from using that technology or information to compete with us. If any of our trade secrets were to be disclosed\nto or independently developed by a competitor, our competitive position would be harmed.

Risks\nRelated to Regulatory Approval of Our Product Candidates and Other Legal Compliance Matters

If\nwe are not able to obtain, or if there are delays in obtaining, required regulatory approvals, we will not be able to commercialize PRP,\nand our ability to generate revenue will be materially impaired.

PRP\nand the activities associated with its development and commercialization, including design, testing, manufacture, safety, efficacy, recordkeeping,\nlabeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and other\nregulatory agencies in the United States and by comparable authorities in other countries. Failure to obtain marketing approval for PRP\nwill prevent us from commercializing it. We have not received approval to market PRP or any other product candidate from regulatory authorities\nin any jurisdiction. We have only limited experience in filing and supporting the applications necessary to gain marketing approvals\nand expect to rely on third-party CROs to assist us in this process. Securing FDA approval requires the submission of extensive preclinical\nand clinical data and supporting information to the FDA for each therapeutic indication to establish PRP’s safety and efficacy.\nSecuring FDA approval also requires the submission of information about the product manufacturing process to, and inspection of manufacturing\nfacilities by, the FDA. PRP may not be effective, may be only moderately effective or may prove to have undesirable or unintended side\neffects, toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use.

The\nprocess of obtaining marketing approvals, both in the United States and abroad, is expensive, may take many years if additional clinical\ntrials are required, if approval is obtained at all, and can vary substantially based upon a variety of factors, including the type,\ncomplexity and novelty of the product candidates involved. Changes in marketing approval policies during the development period, changes\nin or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product application, may\ncause delays in the approval or rejection of an application. The FDA has substantial discretion in the approval process and may refuse\nto accept any application or may decide that our data is insufficient for approval and require additional preclinical, clinical or other\nstudies. In addition, varying interpretations of the data obtained from preclinical and clinical testing could delay, limit or prevent\nmarketing approval of a product candidate. Any marketing approval we ultimately obtain may be limited or subject to restrictions or post-approval\ncommitments that render the approved product not commercially viable.

If\nwe experience delays in obtaining approval or if we fail to obtain approval of PRP, the commercial prospects for PRP may be harmed and\nour ability to generate revenues will be materially impaired.

Failure\nto obtain marketing approval in international jurisdictions would prevent PRP from being marketed abroad.

We\nintend to seek regulatory approval for PRP in a number of countries outside of the United States and expect that these countries will\nbe important markets for it, if approved. In order to market and sell our products in the European Union, the UK, Australia and many\nother jurisdictions, we or our third-party collaborators must obtain separate marketing approvals and comply with numerous and varying\nregulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain\napproval may differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States\ngenerally includes all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States,\nit is required that the product be approved for reimbursement before the product can be approved for sale in that country. We or these\nthird parties may not obtain approvals from regulatory authorities outside the United States on a timely basis, if at all. Approval by\nthe FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one regulatory authority\noutside the United States does not ensure approval by regulatory authorities in other countries or jurisdictions or by the FDA. We may\nnot be able to file for marketing approvals and may not receive necessary approvals to commercialize our products in any market.

PRP\nor any other product candidate for which we obtain marketing approval could be subject to restrictions or withdrawal from the market\nand we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with\nour products, when and if any of them are approved.

PRP,\nor any other product candidate for which we obtain marketing approval, along with the manufacturing processes, post-approval clinical\ndata, labeling, advertising and promotional activities for such product, will be subject to continual requirements of and review by the\nFDA and other regulatory authorities. These requirements include submissions of safety and other post-marketing information and reports,\nregistration and listing requirements, current good manufacturing practice (“CGMP”) requirements relating to quality control,\nquality assurance and corresponding maintenance of records and documents, requirements regarding the distribution of samples to physicians\nand recordkeeping. Even if marketing approval of a product candidate is granted, the approval may be subject to limitations on the indicated\nuses for which the product may be marketed or to the conditions of approval or contain requirements for costly post-marketing testing\nand surveillance to monitor the safety or efficacy of the product. The FDA closely regulates the post-approval marketing and promotion\nof drugs to ensure drugs are marketed only for the approved indications and in accordance with the provisions of the approved labeling.\nThe FDA imposes stringent restrictions on manufacturers’ communications regarding off-label use and if we do not market our products\nfor their approved indications, we may be subject to enforcement action for off-label marketing.

In\naddition, later discovery of previously unknown problems with our products, manufacturers or manufacturing processes, or failure to comply\nwith regulatory requirements, may yield various results, including:

	●	restrictions\n on such products, manufacturers or manufacturing processes;

	●	restrictions\n on the labeling or marketing of a product;

	●	restrictions\n on product distribution or use;

	●	requirements\n to conduct post-marketing clinical trials;

	●	warning\n or untitled letters;

	●	withdrawal\n of the products from the market;

	●	refusal\n to approve pending applications or supplements to approved applications that we submit;

	●	recall\n of products;

	●	fines,\n restitution or disgorgement of profits or revenue;

	●	suspension\n or withdrawal of marketing approvals;

	●	refusal\n to permit the import or export of our products;

	●	product\n seizure; or

	●	injunctions\n or the imposition of civil or criminal penalties.

Our\ncurrent attempts to both expand our patent protection and seek regulatory approvals from multiple countries, as well as our future relationships\nwith customers and third-party payors will be subject to applicable anti-kickback, fraud and abuse and other laws and regulations, which\ncould expose us to criminal sanctions, civil penalties, contractual damages, reputational harm and diminished profits and future earnings.

As\nwe seek to obtain patent protection from multiple jurisdictions and eventually to seek marketing approval for PRP in those counties,\nwe are and will continue to be subject to the Foreign Corrupt Practices Act, which makes it illegal for any U.S. business, even one like\nPropanc that is physically located in another country, to influence foreign officials with personal payments and rewards.

Moreover,\nhealthcare providers, physicians and third-party payors will play a primary role in the recommendation and prescription of PRP and any\nother product candidate for which we obtain marketing approval. Our future arrangements with third-party payors and customers may expose\nus to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business or financial arrangements\nand relationships through which we market, sell and distribute our products for which we obtain marketing approval. Restrictions under\napplicable federal and state healthcare laws and regulations, include the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	the\n federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering,\n receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual\n for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare\n programs such as Medicare and Medicaid;

	●	the\n federal False Claims Act imposes criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals\n or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or\n fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

	●	the\n federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic\n and Clinical Health Act, imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and\n also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission\n of individually identifiable health information;

	●	the\n federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making\n any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;

	●	the\n federal transparency requirements under the Health Care Reform Law requires manufacturers of drugs, devices, biologics and medical\n supplies to report to the Department of Health and Human Services information related to physician payments and other transfers of\n value and physician ownership and investment interests; and

	●	analogous\n state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims\n involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, and some state\n laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the\n relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information\n related to payments to physicians and other health care providers or marketing expenditures.

Efforts\nto ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve\nsubstantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current\nor future statutes, regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations\nare found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant\ncivil, criminal and administrative penalties, damages, fines and exclusion from government funded healthcare programs, such as Medicare\nand Medicaid, and the curtailment or restructuring of our operations. If any of the physicians or other providers or entities with whom\nwe expect to do business are found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative\nsanctions, including exclusions from government funded healthcare programs.

Recently\nenacted and future legislation, particularly in the United States, may increase the difficulty and cost for us to obtain marketing approval\nof and commercialize PRP and affect the prices we may obtain.

In\nthe United States and some foreign jurisdictions there have been many legislative and regulatory changes and proposed changes regarding\nthe healthcare system that could prevent or delay marketing approval of our product candidates, restrict or regulate post-approval activities\nand affect our ability to profitably sell any product candidates for which we obtain marketing approval.

In\nthe United States, the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (“Medicare Modernization Act”),\nchanged the way Medicare covers and pays for pharmaceutical products. The legislation expanded Medicare coverage for drug purchases by\nthe elderly and introduced a new reimbursement methodology based on average sales prices for physician-administered drugs. In addition,\nthis legislation provided authority for limiting the number of drugs that will be covered in any therapeutic class. Cost reduction initiatives\nand other provisions of this legislation could decrease the coverage and price that we receive for any approved products. While the Medicare\nModernization Act applies only to drug benefits for Medicare beneficiaries, private payors often follow Medicare coverage policy and\npayment limitations in setting their own reimbursement rates. Therefore, any reduction in reimbursement that results from the Medicare\nModernization Act may result in a similar reduction in payments from private payors.

In\nMarch 2010, President Obama signed into law the Patient Protection and Affordable Care Act (“Affordable Care Act”), a sweeping\nlaw intended to broaden access to health insurance, reduce or constrain the growth of healthcare spending, enhance remedies against fraud\nand abuse, add new transparency requirements for health care and health insurance industries, impose new taxes and fees on the health\nindustry and impose additional health policy reforms. Among other things, the Affordable Care Act revised the definition of “average\nmanufacturer price” for reporting purposes, which could increase the amount of Medicaid drug rebates to states, and it imposed\na significant annual fee on companies that manufacture or import branded prescription drug products.

At\npresent, the future of the Affordable Care Act is the subject of significant debate in the U.S. Congress, with proposals to either partially\nor entirely repeal it being considered and the likelihood that there will be a new law to replace it is uncertain. It is not yet possible\nfor us to determine the impact, if any, the enactment of any of these proposals will have on our future ability to obtain approval of\nor commercialize PRP.

Risks\nRelating to Employee Matters and Managing Growth

Our\nfuture success depends on our ability to retain our chief executive officer and our chief scientific officer and, as we continue to develop\nand grow as a company, to attract, retain and motivate qualified personnel.

We\nare highly dependent on our management team, specifically Mr. Nathanielsz, our Chief Executive Officer and Chief Financial Officer. While\nwe have a current employment agreement with Mr. Nathanielsz which such employment agreement permit Mr. Nathanielsz to terminate such\nagreement upon notice to us. If we are not able to retain Mr. Nathanielsz, our business will suffer, and we may have to cease operations.

Recruiting\nand retaining qualified scientific, clinical, manufacturing and sales and marketing personnel will also be critical to our future success,\nas we continue to develop PRP and attempt to grow as a company. We may not be able to attract and retain these personnel on acceptable\nterms given the competition among numerous pharmaceutical and biotechnology companies for similar personnel. We also experience competition\nfor the hiring of scientific and clinical personnel from universities and research institutions. In addition, we rely on consultants\nand advisors, including scientific and clinical advisors, to assist us in formulating our R&D and commercialization strategy. Our\nconsultants and advisors, including our scientific co-founders, may be employed by employers other than us and may have commitments under\nconsulting or advisory contracts with other entities that may limit their availability to us.

We\nexpect to expand our development, regulatory and future sales and marketing capabilities, and as a result, we may encounter difficulties\nin managing our growth, which could disrupt our operations.

We\nexpect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of\ndrug development, regulatory affairs and sales and marketing. To manage our anticipated future growth, we must continue to implement\nand improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified\npersonnel. Due to our limited financial resources and the limited experience of our management team in managing a company with such anticipated\ngrowth, we may not be able to effectively manage the expansion of our operations or recruit and train additional qualified personnel.\nThe physical expansion of our operations may lead to significant costs and may divert our management and business development resources.\nAny inability to manage growth could delay the execution of our business plans or disrupt our operations.

We\nhave identified material weaknesses in our internal control over financial reporting that, if not properly remediated, could result in\nmaterial misstatements in our consolidated financial statements in future periods.

In\nconnection with the audits of our consolidated financial statements for the fiscal years ended June 30, 2026 and 2025,\nand in accordance with management’s assessments of internal controls over financial reporting, we identified certain deficiencies\nrelating to our internal control over financial reporting that constitute a material weakness under the Internal Control Integrated Framework\nissued by COSO in 2013. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting\nsuch that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements\nwill not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control\ndoes not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements\non a timely basis.

The\nfollowing material weaknesses in our internal control over financial reporting continued to exist at June 30, 2026, and\ncurrently:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	we\n do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls\n over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

	●	we\n do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size\n and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically\n feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions\n should be performed by separate individuals.

We plan to take several\nactions to correct these material weaknesses including, but not limited to, adding experienced accounting and financial personnel and\nretaining third-party consultants to review our internal controls and recommend improvements. We have also defined the chief financial\nofficer’s role as full-time as the next step in building our accounting department. We will need to take additional measures to\nfully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient\nto (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material\nweakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition,\nother material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely\nmanner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in\nthe rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity\nof our Common Stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations\nand penalties, and generally materially and adversely impact our business and financial condition.

If\nwe fail to implement and maintain an effective system of internal control over financial reporting, we may not be able to accurately\nreport our financial results or prevent fraud.

Effective\ninternal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure\ncontrols and procedures, are designed to prevent fraud. Any failure to implement the required new or improved controls, or difficulties\nencountered in their implementation could cause us to fail to meet our reporting obligations. In addition, any testing by us conducted\nin connection with Section 404 of the Sarbanes-Oxley Act, or the subsequent testing by our independent registered public accounting firm,\nif and when required, may reveal additional deficiencies in our internal controls over financial reporting that are deemed to be material\nweaknesses or that may require prospective or retroactive changes to our consolidated financial statements or identify other areas for\nfurther attention or improvement. If in the future we identify other material weaknesses in our internal control over financial reporting,\nincluding at some of our acquired companies, if we are unable to comply with the requirements of Section 404 in a timely manner or assert\nthat our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to\nexpress an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy\nand completeness of our financial reports and the market price of our Common Stock could be negatively affected, and we could become\nsubject to investigations by the stock exchange on which our securities are then listed, the SEC, or other regulatory authorities, which\ncould require additional financial and management resources. Inferior internal controls could also cause investors to lose confidence\nin our reported financial information, which could have a negative effect on the trading price of our Common Stock.

We\nwill continue to incur significant increased costs as a result of operating as a public company.

As\na public company, we will continue to incur significant legal, accounting and other expenses. For example, we are subject to mandatory\nreporting requirements of the Exchange Act, which require, among other things, that we continue to file with the SEC annual, quarterly\nand current reports with respect to our business and financial condition. We have incurred and will continue to incur costs associated\nwith the preparation and filing of these SEC reports. In addition, the Sarbanes-Oxley Act, as well as rules subsequently implemented\nby the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and national stock exchanges\nhave imposed various other requirements on public companies. Stockholder activism, the current political environment and the current\nhigh level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which\nmay lead to additional compliance costs and impact (in ways we cannot currently anticipate) the manner in which we operate our business.\nOur management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these\nrules and regulations have and will continue to increase our legal and financial compliance costs and will make some activities more\ntime-consuming and costly. For example, we will incur additional expense to increase our director and officer liability insurance.

In\naddition, if and when we cease to be a smaller reporting company and become subject to Section 404(b) of the Sarbanes-Oxley Act, we will\nbe required to furnish an attestation report on internal control over financial reporting issued by our independent registered public\naccounting firm. To achieve compliance with Section 404 within the prescribed time period, we will continue to be engaged in a process\nto document and evaluate our internal control over financial reporting, which is both costly and challenging. In this regard, we will\nneed to dedicate substantially greater internal resources, potentially engage outside consultants and adopt a detailed work plan to assess\nand document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate\nthrough testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal\ncontrol over financial reporting. Despite our efforts, there is a risk that our independent registered public accounting firm, when required,\nwill not be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required\nby Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our\nfinancial statements.

Judgments\nthat our stockholders obtain against us may not be enforceable.

Substantially\nall of our assets are located outside of the United States. In addition, some of our officers and directors resides outside the United\nStates. As a result, it may be difficult for you to effect service of process within the United States upon these persons. It is uncertain\nwhether the courts outside the United States would recognize or enforce judgments of the United States or state courts against us or\nsuch persons predicated upon the civil liability provisions of the laws of the United States or any state.

Our\ndirectors and officers have the right to indemnification.

While\nthe members of our board of directors and our officers are generally accountable to us and our stockholders, the liability of our directors\nand officers to us, our stockholders and third parties is limited in certain respects under applicable state law and our certificate\nof incorporation and bylaws, as in effect in the date hereof. Further, we may agree to indemnify our directors and officers against liabilities\nnot attributable to certain limited circumstances. Such limitation of liability and indemnity may limit rights which our stockholders\nwould otherwise have to seek redress against our directors and officers.

We\nare a “controlled company” within the meaning of the listing rules of Nasdaq and, as a result, can rely on exemptions from\ncertain corporate governance requirements that provide protection to shareholders of other companies.

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	an\n exemption from the rule that a majority of our board of directors must be independent directors;
	●	an\n exemption from the rule that our compensation committee be composed entirely of independent directors;
	●	an\n exemption from the rule that our director nominees must be selected or recommended solely by independent directors or a nominating\n committee composed solely of independent directors;

We\nhave 5 shares of Series A Super Voting Preferred Stock authorized with super voting rights.

Series\nB Preferred Stock

Pursuant\nto a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five (5) shares of preferred\nstock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”).\nEach holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number\nof shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of\nstockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of\nthe Company. One (1) share of Series B Preferred Stock is issued and outstanding as of October 1, 2026. Mr. Nathanielsz, the Company’s\nChief Executive Officer, directly beneficially owns such one (1) share of Series B Preferred Stock

Our\nArticles of Incorporation do not provide for any sunset provisions that limit the lifespan of our Series B Preferred Stock, including\nin the case of the death of a Series B Preferred Stock shareholder or intra-family transfers of shares of Series B Preferred Stock.

In\naddition to the dilutive effect on the voting power and value of our common stock, the foregoing structure of our capital stock may render\nour common stock ineligible for inclusion in certain securities market indices, and thus adversely affect the price and liquidity of,\nand public sentiment regarding, our common stock or other securities.

The\nexistence of, and voting rights associated with, our Series B Preferred Stock, either alone or in conjunction with certain of the other\nprovisions of our Articles of Incorporation, could also have the effect of delaying, deterring or preventing a change in our control\nor make the removal of our management more difficult.

USE\nOF PROCEEDS

We\nwill not receive any proceeds from the sale of Common Stock by the Selling Stockholder.

The\nSelling Stockholder will pay any commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other\nexpenses incurred by them in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration\nof the shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of our\ncounsel and our accountants.

SELLING\nSTOCKHOLDER

This\nprospectus relates to the resale from time to time by the Selling Stockholder identified herein of up to an aggregate\nof 6,500,000 shares of our Common Stock.

The\ntransactions by which the Selling Stockholder acquired its securities from us were exempt under the registration provisions of the Securities\nAct.

The\nShares referred to above are being registered to permit public sales of the Shares, and the Selling Stockholder may offer the Shares\nfor resale from time to time pursuant to this prospectus. The Selling Stockholder may also sell, transfer or otherwise dispose of all\nor a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective\nregistration statement covering those shares.

The\ntable below sets forth certain information regarding the Selling Stockholder and the Shares offered in this prospectus. The Selling Stockholder\nhas had no material relationship with us within the past three years other than as described in the footnotes to the table below or as\na result of their acquisition of our shares or other securities.

Beneficial ownership is determined in accordance with the rules of the\nSEC. The selling stockholder’s percentage of ownership of our outstanding shares in the table below is based upon 9,831,116 shares\nof common stock issued and outstanding as of October 1, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name of Selling Stockholder

Number of

Shares of

Common\nStock

Beneficially

Owned

Before this

Offering

Percentage\nof

Common\nStock

Beneficially

Owned

Before this

Offering

Shares of

Common\nStock

Offered

in this

Offering

Shares of

Common\nStock

Beneficially

Owned

After this

Offering\n (3)

Percentage of

Common Stock

Beneficially

Owned

After this

Offering (3)

Hexstone Capital LLC(1)(2)

6,500,000

4.99

6,500,000

\n \n \n \n

(1)	Brendan\n O’Neill has discretionary authority to vote and dispose of the shares held by Hexstone Capital, LLC and may be deemed to share\n voting and voting power with respect to these securities.

\n \n \n \n \n \n \n \n \n \n

(2)	Total\n shares owned includes and assumes: up to 6,500,000 shares of Common Stock issuable (i) upon exercise of Warrants to purchase up to\n 9,400 shares of Series C Preferred Stock as a result of the triggering of the 4.99% beneficial ownership limitation provision\n in the Certificate of Designation, which limits the number of shares of Series C Preferred Stock that may be converted into shares\n of Common Stock by the Selling Stockholder.

(3)	Assumes\n that the Warrant will be fully exercised and all shares of Common Stock issuable upon conversions of the Series C Preferred Stock\n held by the Selling Stockholder are issued, irrespective of the beneficial ownership limitation provision in the Certificate of Designation,\n and the Selling Stockholder will sell all of the Shares offered by it under this prospectus.

PLAN\nOF DISTRIBUTION

We\nare registering the Shares to permit the resale of the Shares by the Selling Stockholder from time to time after the date of this prospectus.\nWe will not receive any of the proceeds from the sale of the Shares. We will pay all expenses (other than discounts, commissions, and\ntransfer taxes, if any) relating to the registration of the Shares in the registration statement of which this prospectus forms a part.

The\nSelling Stockholder may sell all or a portion of the Shares beneficially owned by them and offered hereby from time to time directly\nor through one or more underwriters, broker-dealers, or agents. If the Shares are sold through underwriters or broker-dealers, the Selling\nStockholder will be responsible for any underwriter discounts or commissions and any applicable transfer taxes. If any of the Selling\nShareholders sell the Shares through underwriters or broker-dealers, it would constitute a material change requiring a post-effective\namendment. The Shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at\nvarying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve\ncrosses or block transactions,

●	on\n any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

●	in\n the over-the-counter market;

●	in\n transactions otherwise than on these exchanges or systems or in the over-the-counter market;

●	ordinary\n brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●	block\n trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block\n as principal to facilitate the transaction;

●	purchases\n by a broker-dealer as principal and resale by the broker-dealer for its account;

●	an\n exchange distribution in accordance with the rules of the applicable exchange;

●	privately\n negotiated transactions;

●	short\n sales;

●	in\n transactions through broker-dealers that agree with the Selling Stockholder to sell a specified number of such securities at a stipulated\n price per security;

●	through\n the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●	a\n combination of any such methods of sale; or

●	any\n other method permitted pursuant to applicable law

The\nSelling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available,\nrather than under this prospectus.

Broker-dealers\nengaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive Commissions\nor discounts from the Selling Stockholder (or, if any Broker-dealer acts as agent for the purchaser of securities, from the purchaser)\nin amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in\nexcess of a Customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or\nmarkdown in compliance with FINRA Rule 2121.

In\nconnection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with broker-dealers\nor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they\nassume. The Selling Stockholder may also sell securities short and deliver these securities to close out their short positions, or loan\nor pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option\nor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the\ndelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer\nor other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The\nSelling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”\nwithin the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers\nor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts\nunder the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding,\ndirectly or indirectly, with any person to distribute the securities.

MARKET\nFOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Market\nand Other Information

Our Common Stock is currently quoted on the Nasdaq Capital Market under\nthe trading symbol “PPCB”. On October 1, 2026, the reported closing price of our Common Stock was $0.501.

Holders

As of October 1, 2026, there were 9,831,116 shares of Common Stock issued\nand outstanding and approximately 97 registered holders of record of our Common Stock. The number of shareholders of record does not include\ncertain beneficial owners of our Common Stock whose shares are held in the names of various dealers, clearing agencies, banks, brokers\nand other fiduciaries.

Transfer\nAgent

Securities\nTransfer Corporation with offices located at 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093, and a telephone number of (469) 633-0101.

Dividend\nPolicy

We\nhave not paid any cash dividends to our stockholders. The declaration of any future cash dividends is at the discretion of our Board\nand depends upon our earnings, if any, our capital requirements and financial position, and general economic conditions. It is our present\nintention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Shares issued for conversion of Series C Preferred\nstock

Between July 2026 and August 2026, the Company issued\na 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\nC Preferred stock.

In August 2026, the Company issued an aggregate of\n2,204,660 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\nof 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\nof Series C Warrants

On August 4, 2026, the Company\nreceived aggregate gross proceeds of $500,000 from the exercise of approximately 50 Series C Warrants with an exercise price of $10,000\nper share and issued 50 shares of Series C preferred stock.

On August 31, 2026, the\nCompany received aggregate gross proceeds of $1,500,000 from the exercise of approximately 150 Series C Warrants with an exercise price\nof $10,000 per share and issued 150 shares of Series C preferred stock.

Settlement Payment

In July 2026, the Company\npaid $75,000 and issued 51,289 shares of the Company’s common stock valued at $75,000 pursuant to the settlement agreement and release\nwith the Investment Firm.

Repurchase Plan

Between July 2026 and August\n2026, the Company repurchased 320,031 shares of its common stock under the Repurchase Plan for an aggregate purchase price of approximately\n$500,000, at an average purchase price of $1.56 per share. The shares repurchased are recorded as treasury stock at cost and presented\nas a reduction of stockholders’ equity in the Company’s consolidated balance sheets.

Shares issued for services\n

On July 24, 2026, the Company issued an\naggregate of 3,500,000 shares of common stock to certain officers, an employee, directors and consultants for services rendered in\nJuly 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\nof grant.

Except\nas otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided\nin Section 4(a)(2) of the Securities Act for transactions not involving any public offering. Each of the persons acquiring the foregoing\nsecurities was an accredited investor (as defined in Rule 501(a) of Regulation D) and confirmed the foregoing and acknowledged, in writing,\nthat the securities must be acquired and held for investment. All certificates evidencing the shares sold bore a restrictive legend.\nNo underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly\nor indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes.

MANAGEMENT’S\nDISCUSSION AND ANALYSIS OF

FINANCIAL\nCONDITION AND RESULTS OF OPERATIONS

You\nshould read the following discussion and analysis of our business and results of operations in conjunction with the information set forth\nin our consolidated financial statements and notes thereto appearing elsewhere in this report. Our discussion includes forward-looking\nstatements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.\nActual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result\nof a number of factors. As used herein, references to the “Company,” “Propanc,” “we,” “our,”\nand “us” refer to Propanc Biopharma, Inc. and its consolidated subsidiary, unless otherwise indicated.

U.S.\nDollars are denoted herein by “USD,” “$” and “dollars”.

The\nfollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with the information\nincluded under “Business,” “Selected Consolidated Financial Data” and our consolidated financial statements and\nthe accompanying notes included elsewhere in this prospectus. The discussion and analysis below are based on comparisons between our\nhistorical financial data for different periods and include certain forward-looking statements about our business, operations, and financial\nperformance. These forward-looking statements are subject to risks, uncertainties, assumptions, and other factors described in “Risk\nFactors.” Our actual results may differ materially from those expressed in, or implied by, those forward-looking statements. See\n“Special Note Regarding Forward-Looking Statements.”

We\ncaution that the foregoing list of factors is not exclusive, and new factors may emerge, or changes to the foregoing factors may occur,\nthat could impact our business. We undertake no obligation to publicly update or revise these statements, whether as a result of new\ninformation, future events or otherwise, except to the extent required by the federal securities laws.

Certain\ninformation contained in this discussion and elsewhere in this prospectus may include “forward-looking statements” within\nthe meaning of the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act. The safe harbor\ncreated by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we\nissued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934, as amended, and Rule 3(a)(51-1)\nunder the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made,\nexcept to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission (the “SEC”).\nWe caution readers that certain important factors may affect our actual results and could cause such results to differ materially from\nany forward-looking statements which may be deemed to have been made in this prospectus or which are otherwise made by or on our behalf.\nFor this purpose, any statements contained in this prospectus that are not statements of historical fact may be deemed to be forward-looking\nstatements. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,”\n“believe,” “explore,” “consider,” “anticipate,” “intend,” “could,”\n“estimate,” “plan,” or “propose” or the negative variations of those words or comparable terminology\nare intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and\nuncertainties associated with:

\n \n \n \n \n

●

Our\n ability to raise capital necessary to sustain our anticipated operations and implement our business plan;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Our\n ability to implement our business plan;
	●	Our\n ability to generate sufficient cash to survive;
	●	The\n degree and nature of our competition;
	●	The\n lack of diversification of our business plan;
	●	The\n general volatility of the capital markets and the establishment of a market for our shares; and
	●	Disruption\n in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future\n attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental\n weather conditions.

We\nare also subject to other risks detailed from time to time in our other filings with the SEC and elsewhere in this prospectus. Any one\nor more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking\nstatements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from\nthose expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking\nstatements, whether from new information, future events or otherwise.

Overview

The\nCompany was originally formed in Melbourne, Victoria, Australia on October 15, 2007, as Propanc PTY LTD. On November 23, 2010, Propanc\nHealth Group Corporation was incorporated in the State of Delaware and in January 2011; to reorganize our Company, we acquired all the\noutstanding shares of Propanc PTY LTD on a one-for-one basis, whereby Propanc PTY LTD became our wholly owned subsidiary. Effective April\n20, 2017, we changed our name to “Propanc Biopharma, Inc.” to better reflect our current stage of operations and development.

We\nare a development-stage healthcare company that is currently focused on developing new cancer treatments for patients suffering from\npancreatic, ovarian and colorectal cancer. Utilizing our scientific and oncology consultants, we have developed a rational, composite\nformulation of anti-cancer compounds, which together exert several effects designed to control or prevent tumors from recurring and spreading\nthrough the body. Our lead product candidate, PRP, is a variation upon our novel formulation and involves pro-enzymes, the inactive precursors\nof enzymes.

Results\nof Operations

The\nfollowing discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto\nincluded elsewhere in this Report. The results discussed below are of the Company and its wholly-owned Australian subsidiary, Propanc\nPTY LTD.

Fiscal Year Ended June 30, 2026, as compared to the Fiscal Year Ended June 30, 2025

Revenue

For the years ended June 30, 2026 and 2025, we generated no revenue because\nwe are currently undertaking research and development activities for market approval and no sales were generated during these periods.

Administration\nExpense

Administration expense increased to $670,607 for the year ended June 30,\n2026 as compared to $108,950 for the year ended June 30, 2025. This increase of approximately $562,000 is primarily attributable to the\nincrease in public company expenses of approximately $113,000, business franchise tax of approximately $200,000, insurance expense of\napproximately $58,000, travel expenses of approximately $144,000 and marketing expense of approximately $32,000. The overall increase\nin administration expenses during fiscal year 2026 was primarily attributable to increased costs associated with the Company’s listing\non the Nasdaq Capital Market, including higher regulatory and compliance costs, insurance expenses, and other public company-related expenditures.

Compensation and Related\nTaxes

Compensation\nand related taxes increased to $2,275,937 for the year ended June 30, 2026 as compared to $23,296,390 for the year ended June 30, 2025.\nThis decrease of approximately $21,020,000 is primarily attributable to the decrease in stock-based compensation expenses of approximately\n$21,260,000 to our officer and an employee offset by increase in bonus of our CEO and increase in base salary of an employee during the\nyear ended June 30, 2026.

Professional and Consulting\nExpense

Professional\nand consulting expenses decreased to $14,572,616 for the year ended June 30, 2026 as compared to $33,623,000 for the year ended June 30,\n2025. This decrease of approximately $19,050,000 is primarily attributable to the decrease in stock-based consulting and stock-based legal\nservices of approximately $21,217,000 offset by primarily by increases in general consulting and investor relations expenses of approximately\n$1,582,000, increase in legal fees of approximately $380,000, increase director fees of approximately $145,000 and increase in accounting\nfees of approximately $60,000. The overall increase in professional and consulting expenses during fiscal year 2026 was primarily attributable\nto increased costs associated with the Company’s listing on the Nasdaq Capital Market, including higher consulting fees and other\ncosts associated with the preparation and filing of registration statements.

Occupancy\nExpense

Occupancy expenses increased to $40,932 for the year ended June 30, 2026\nas compared to $26,560 for the year ended June 30, 2025. This increase in both periods are primarily attributable to the increase of monthly\nrental fees as a result of the lease renewal with the related party lessor in May 2025.

Research\nand Development Expenses

Research and development expenses increased to $625,477 for the year ended\nJune 30, 2026 as compared to $223,721 for the year ended June 30, 2025, an increase in research and development expenses of approximately\n$402,000.

Such\nresearch and development expenses are related to the advancement of the Company’s lead asset, PRP, along with the development of\npathway into clinical development stage. This includes preparation of PRP for a Phase 1b First-In-Human study in 30 - 40 advanced cancer\npatients suffering from solid tumors. Preparatory activities include the identification and selection of a GMP manufacturer to produce\nthe finished drug product for the upcoming study, initiation of method development and validation of a pharmacokinetics method to analyze\nPRP in human serum and finalization of the clinical trial synopsis as well as future forecast compound demand required for GMP manufacture\nfor the Phase 1B study. The Company also initiated a further two-year extension of the POP1 research program for the evaluation of a\nsenescence-modulating (i.e., anti-aging) compound using proenzyme technology to mitigate senescence and to complete experiments to further\nsupport the claims of recently filed fibrosis and cancer-related patent applications.

Interest\nExpense

Interest expense decreased to $430,539 for the year ended June 30, 2026,\nas compared to $563,757 for the year ended June 30, 2025. Interest expense is primarily comprised of approximately $210,000 of debt discount\namortization, accretion of put premium of approximately $37,000, default and prepayment penalty fees of approximately $53,000 and interest\nexpense from accrual of interest expense and other financing fees of approximately $131,000 for the year ended June 30, 2026. This decrease\nin interest expense of approximately $133,000 was primarily attributable to the decrease in amortization of debt discount of approximately\n$93,000, and decrease in overall interest expense due to the repayments of all convertible notes, notes payable and loans payable.

Derivative\nExpense

Derivative expense decreased to $0 for the year ended June 30, 2026 as\ncompared to a loss of $333,596 for the year ended June 30, 2025. This decrease is primarily attributable to the decrease in issuance of\nconvertible notes which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense.

Change\nin Fair Value of Derivative Liabilities

Change in fair value of derivative liabilities decreased to a gain of $13,709\nfor the year ended June 30, 2026 as compared to $212,450 for the year ended June 30, 2025. This decrease in gain of approximately $199,000\nis primarily attributable the decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion\noption derivatives as a result of the decrease in number of convertible notes which value was bifurcated from the embedded conversion\noption during the year ended June 30, 2026.

Change\nin Fair Value of Warrant Liability

Change in fair value of warrant liability increased to a loss of $99,695\nfor the year ended June 30, 2026, respectively, as compared to $0 for the prior period. The increase in loss is primarily attributable\nto the increase in fair value of the warrant liability as a result of the decrease in our stock price during the year ended June 30, 2026.

Gain\n(Loss) on Extinguishment of Debt, net

During the year ended June 30, 2026, convertible notes with principal aggregate\namount of convertible notes of $200,650, accrued interest of $20,003 and conversion fees of $3,280 containing bifurcated embedded conversion\noption derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $444,258,\nresulting in a loss on extinguishment at the time of conversion of $220,325 and $390,182 of derivative liability fair value was recorded\nas 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\nof debt in the accompanying consolidated statements of operations.

Additionally,\non January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock valued\nat approximately $13 per share or $200,000 in exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484,\nresulting in a loss on extinguishment of debt at the time of exchange of $74,236. We also repaid in cash the principal balance of a certain convertible note and as a result $37,450 of the put premium\nwas recorded into gain on extinguishment of debt during the year ended June 30, 2026.

During\nthe year ended June 30, 2025, convertible notes containing bifurcated embedded conversion option derivatives with principal aggregate\namount of $54,850, accrued interest of $4,365 and conversion fees of $3,770 containing bifurcated embedded conversion option derivatives\nwhich were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $154,154, resulting\nin 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\ngain on extinguishment at the time of conversion, resulting in a net loss of $17,529 which is included in gain (loss) on extinguishment\nof debt in the accompanying consolidated statements of operations.

Between\nJanuary 5, 2025 and March 5, 2025, the Company issued an aggregate of 2,040 shares of common stock to certain vendors in exchange for\npayment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements. Those shares were valued at an average\nprice of approximately $214 or $437,500, being the closing prices of the stock on the date of grants. Common stock issuable of 310 shares\nshall be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor. Accordingly, the\nfair market value of the shares issued and issuable was $468,500, resulting in a loss on extinguishment of debt at the time of exchange\nof $339,146 during the year ended June 30, 2025.

On\nJanuary 23, 2025, the Company entered into a debt exchange agreement with the former director and issued 1,200 shares of common stock\nin exchange for the total outstanding loan of $74,395. Accordingly, the fair market value of the shares issued was $375,000, resulting\nin a loss on extinguishment of debt at the time of exchange of $300,605 during the year ended June 30, 2025.

On\nFebruary 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 1,200 shares of\ncommon stock in exchange for the total outstanding loan including accrued interest of $86,248. Accordingly, the fair market value of\nthe 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\nJune 30, 2025.

Settlement Expense

Settlement expense increased\nto $320,000 for the year ended June 30, 2026 as compared to $0 for the year ended June 30, 2025. The increase is primarily attributable\nto the following:

- On January 23, 2026, we entered\ninto a settlement agreement and release with an underwriter pursuant to which we agreed that, during the 360-day period following the\npublic offering (the “Lock-up Period”), we would not, without the prior consent of the underwriter, offer or sell any securities\nor file any registration statement with the Commission relating to the offering of any shares. Under the terms of the settlement agreement,\nwe agreed to pay an initial settlement amount of $50,000, as well as 4% of the gross proceeds received from any additional closings. During\nthe year ended June 30, 2026, we paid $170,000 as settlement fee.

- On June 30, 2026, we entered\ninto a settlement agreement and release with an investor, pursuant to which the both parties agreed to resolve the disputed claims, in\nexchange for dismissal and complete release of all claims, the Company agrees to: (i) make a cash payment of $75,000; and (ii) issue common\nshares which, on the date of issuance, have an aggregate value of $75,000 (the “Settlement Payment”) During the year ended\nJune 30, 2026, we recognized $150,000 of settlement expenses.

Foreign\nCurrency Transaction Gain

Foreign currency transaction gain (loss) increased to a gain of $32,152\nfor the year ended June 30, 2026 as compared to a loss of $(89,243) for the year ended June 30, 2025. This increase of approximately $121,000\nis partially attributable to the increase in exchange rates during the year ended June 30, 2026.

Net\nloss

Net\nloss decreased to $18,862,710 for the year ended June 30, 2026 as compared to a net loss of $58,923,300 for the year ended\nJune 30, 2025. The change relates to the factors discussed above.

Deemed\ndividend

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

Accordingly, the Company recognized total deemed dividend of $932,246 and\n$0 during the years ended June 30, 2026 and 2025, respectively, and a corresponding reduction of income available to common stockholders\nduring the years ended June 30, 2026 and 2025.

Net\nloss available to common stockholders

Net loss available to common stockholders increased to $19,794,956 for\nthe year ended June 30, 2026 as compared to a net loss available to common stockholders of $58,923,300 for the year ended June 30, 2025.\nThis decrease of approximately $39,000,000 is primarily attributable to the change relates to the factors discussed above.

Liquidity\nand Capital Resources

Current\nFinancial Condition

As of June 30, 2026, we had total assets of $12,799,912, comprised primarily\nof cash of $832,006, GST tax receivable of $13,694, prepaid expenses – current portion of $7,661,967, other current assets of $34,923,\nsecurity deposit of $2,074, operating lease ROU asset, net of $40,790, property and equipment, net of $3,915 and prepaid expenses –\nlong-term of $4,190,543. As compared to June 30, 2025, we had total assets of $19,631,808, comprised primarily of cash of $12,088, GST\ntax receivable of $5,302, prepaid expenses – current portion of $8,334,046, other current assets of $1,380, security deposit of\n$1,971, deferred offering cost of $291,773, operating lease ROU asset, net of $59,413 and prepaid expenses – long-term of $10,925,835.

We had current liabilities of $3,354,433, primarily comprised of accounts\npayable and accrued expenses of $2,115,097, employee benefit liability of $754,038, loans payable – related party of $460,809, and\noperating lease liability of $24,489 as of June 30, 2026. As compared to June 30, 2025, $5,578,240, primarily comprised of net convertible\ndebt of $537,921, accounts payable, accrued expenses and accrued interest of $2,926,941, employee benefit liability of $667,901, loans\npayable of $65,280, loans payable – related party of $415,329, note payable, net of $543,312, embedded conversion option liabilities\nof $403,892 and operating lease liability of $17,664.

We have funded our operations primarily through\nthe issuance of equity and/or convertible securities for cash. The cash was used primarily for payments for research and development, compensation\nexpenses, administration expenses, occupancy expenses, professional and consulting fees, and travel.

During the year ended June 30, 2026, we received proceeds from the sale\nof our common stock for approximately $3.3 million, sale of our Series C preferred stock for approximately $950,000, proceeds from exercise\nof Series C warrants of $3,000,000 and proceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related\nparties of $78,249.

We\nhave substantial capital resource requirements and have incurred significant losses since inception. As of June 30, 2026, we had $832,006 in cash. We depend\nupon debt and/or equity financing to fund our ongoing operations and to execute our current business plan. Such capital requirements\nare in excess of what we have in available cash and for which we currently have commitments. Therefore, we presently do not have\nenough available cash to meet our obligations over the next 12 months. If continued funding and capital resources are unavailable at\nreasonable terms, we may curtail our plan of operations. We will be required to obtain alternative or additional financing from\nfinancial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain\nsuch financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely\naffecting our ability to complete ongoing activities in connection with our research and development programs.

Sources\nand Uses of Cash

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	For the years ended June 30,
	2026			2025
Net cash used in operating activities	$	(5,682,635	)		$	(405,168	)
Net cash used in investing activities	$	(4,933	)		$	-
Net cash provided by financing activities	$	6,457,298			$	490,756
Effect of exchange rate changes on cash	$	50,188			$	(94,585	)

Net\nCash Flow from Operating Activities

Net cash used in operating activities was $5,682,635 for the year ended June 30, 2026, due to our net loss of $18,862,710\noffset primarily non-cash charges of amortization of debt discount of $210,076, accretion of put premium of $37,450, non-cash interest\nexpense of $6,781, change in fair value of warrant liability of $99,695, total stock-based expenses for services of $13,492,240, and stock-based\nsettlement of $75,000, addback foreign currency transaction loss of $32,152, loss from extinguishment of debt of $133,071 and change in\nfair value of derivatives of $13,709. Net changes in operating assets and liabilities totaled $584,938, which is primarily attributable\nto an increase in prepaid expenses of $41,121, decrease in accounts payable of $183,012, and decrease in accrued expenses and other payables\nof $401,049 offset by increase in employee benefit liability of $51,476.

Net\ncash used in operating activities was $405,168 for the year ended June 30, 2025, due to our net loss of $58,923,300 offset primarily\nby non-cash charges of amortization of debt discount of $303,563, non-cash interest expense of $5,519, total stock-based expenses of\n$55,969,230, derivative expense of $333,596, foreign currency transaction loss of $89,243, and loss from extinguishment of debt of $871,032\naddback change in fair value of derivatives of $212,450. Net changes in operating assets and liabilities totaled $1,138,212, which is\nprimarily attributable to an increase in accrued interest of $255,115, increase in accounts payable of $187,732 and increase in accrued\nexpenses and other payables of $677,889.

Net Cash Flow from Investing Activities

Net cash used in investing activities was $4,933 for the year ended June\n30, 2026, related to purchase of equipment, as compared to $0 for the year ended June 30, 2025.

Net\nCash Flow from Financing Activities

Net cash provided by financing activities for the year ended June 30, 2026\nwere $6,457,298 as compared to $490,756 for the year ended June 30, 2025. During the year ended June 30, 2026 we received net proceeds\nfrom sales of our common stock for $3,314,458 and Series C preferred stock for $950,099, proceeds from exercise of Series C warrants of\n$3,000,000, proceeds from issuance of notes of $175,000 and proceeds from issuance of loan from related parties of $78,249 offset by repayment\nof notes of $875,127 and loans payable – related party of $185,381.

Net cash provided by financing activities for the year ended June 30, 2025 was $490,756. During the year ended June\n30, 2025 we received net proceeds from issuance of convertible notes of $222,500, proceeds from a note of $320,000 and proceeds from issuance\nof loan from related parties of $343,700 offset by repayment of notes of $122,788 and convertible note of $8,000 and deferred offering\ncost of $264,656.

Effect\nof Exchange Rate

The effect of the exchange rate on cash resulted in a $50,188 positive\nadjustment to cash flows in the year ended June 30, 2026 as compared to a $94,585 negative adjustment to cash flows in the year ended\nJune 30, 2025. The reason for the fluctuation is due to the application of currency translation rates throughout the cash flow statement,\nthe volume of transactions within each period and the daily fluctuation in exchange rates.

Critical\nAccounting Estimates

Below\nis a discussion of our more subjective accounting estimation processes for purposes of explaining (i) the methodology used in calculating\nthe estimates, (ii) the inherent uncertainties pertaining to such estimates, and (iii) the possible effects of a significant variance\nin actual experience, from that of the estimate, on our financial condition. Estimates involve numerous assumptions that, if incorrect,\ncould create a material adverse impact on the Company’s results of operations and financial condition.

Reference\nis frequently made herein to the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”).\nThis is the source of authoritative US GAAP recognized by the FASB to be applied to non-governmental entities. Each ASC reference in\nthis filing is presented with a three-digit number, which represents its Topic. As necessary for explanation and as applicable, an ASC\ntopic may be followed with a two-digit subtopic, a two-digit section or a two-or-three-digit paragraph.

Derivative\nInstruments: ASC 815, “Derivatives and Hedging,” establishes accounting and reporting standards for derivative instruments\nand for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or\nlosses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion, or payoff, of debt,\nwe record the fair value of the conversion shares, remove the fair value of the related derivative liability, remove any discounts and\nrecord a net gain or loss on debt extinguishment.

Warrant Liability: The Company\naccounted for the Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815 “Derivatives and\nHedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability.\nAccordingly, the Company classified these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at\neach reporting period. This liability was re-measured at each balance sheet date until the warrants are exercised or expire, and any change\nin fair value will be recognized in the Company’s statement of operations. The fair value of these warrants was estimated using\na Monte Carlo simulation model. Such warrant classification was also subject to re-evaluation at each reporting period.

Series C Preferred Stock Subject\nto Possible Redemption: The Company accounted for its Series C Convertible Preferred Stock subject to possible redemption in accordance\nwith the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Series C Preferred stock\nthat features mandatory redemption rights not solely within the Company’s control is classified as temporary equity. The Company’s\nSeries C Preferred stock features certain redemption rights that are considered to be outside of the Company’s control and subject\nto occurrence of uncertain future events. Accordingly, Series C preferred stock subject to possible redemption was presented at redemption\nvalue as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.

Prepaid expenses – current portion and long-term portion consist primarily of costs paid for future services\nwhich will occur between 1 month to three years. Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity\ninstruments for general consulting, investor relations, and business advisory services, which are being amortized over the terms of their\nrespective agreements.

Recent\nAccounting Pronouncements

Please\nsee section captioned “Recent Accounting Pronouncements” in Note 1 to our consolidated financial statements included elsewhere\nfor a discussion of recently issued and adopted accounting pronouncements.

Going\nConcern Qualification

Our independent registered public accounting firm has included a “Going\nConcern Qualification” in their audit report for each of the fiscal years ended June 30, 2026 and 2025. In addition, we have negative\nworking capital and convertible debt that is past maturity that we are currently negotiating with lenders in order to amend the maturity\ndates. The foregoing raises substantial doubt about our ability to continue as a going concern for a period of 12 months from the issue\ndate of this report. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability\nto raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through\nthe issuance of equity and/or debt securities for cash to operate our business. No assurance can be given that any future financing will\nbe available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing,\nit may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders,\nin case of equity and/or convertible debt financing. The consolidated financial statements do not include any adjustments that might result\nfrom the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise\ncapital.

Successful completion of the Company’s development program and, ultimately, the attainment of profitable operations\nare dependent upon future events, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s\npatent applications, obtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate\nto support the Company’s cost structure and business plan. The Company’s ability to continue as a going concern is also dependent\non its ability to further develop and execute on its business plan. However, there can be no assurances that any or all of these endeavors\nwill be successful.

During the year ended June 30, 2026, we received proceeds from the sale of our common stock for approximately $3.3\nmillion, sale of our Series C preferred stock for approximately $950,000, proceeds from exercise of Series C warrants of $3,000,000 and\nproceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.

Off-Balance\nSheet Arrangements

We\ndo not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial\ncondition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

BUSINESS\n

Overview

We\nare a biopharmaceutical company developing a novel approach to prevent recurrence and metastasis from solid tumors by using pancreatic\nproenzymes that target and eradicate cancer stem cells in patients suffering from pancreatic, ovarian and colorectal cancers. Our novel\nproenzyme therapy is based on the science that enzymes stimulate biological reactions in the body, especially enzymes secreted by the\npancreas. These pancreatic enzymes could represent the body’s primary defense against cancer.

Our lead product candidate, PRP, is a variation upon our novel formulation\nand involves proenzymes, the inactive precursors of enzymes. As a result of positive early indications of the anti-cancer effects of our\ntechnology, we have conducted successful pre-clinical studies on PRP and commenced preparation for a clinical study in advanced cancer\npatients. We have commenced preparation of our Clinical Study Protocol and Investigator’s Brochure. We have commenced our study\npreparation process with the contract research organization (“CRO”), analytical lab and trial site(s) selection and begun\nour clinical trial application for PRP (“CTA”) compilation and plan to submit the CTA in the fourth quarter of the 2026 calendar\nyear. In the first calendar quarter of 2027, we plan to begin the preparation of logistics and trial site initiation visits. Subject to\nraising additional sufficient capital, we subsequently plan to commence a First-In-Human (“FIH”), Phase Ib study in patients\nwith advanced solid tumors, evaluating the safety, pharmacokinetics and anti-tumor efficacy of PRP in the first half of the 2027 calendar\nyear, which study we hope to complete within twenty-four months thereafter. We intend to develop our PRP to treat early-stage cancer and\npre-cancerous diseases and as a preventative measure for patients at risk of developing cancer based on genetic screening.

PRP\nis an intravenous injection proenzyme treatment designed as a therapeutic option in cancer treatment and prevention. PRP is a combination\nof pancreatic proenzymes, trypsinogen and chymotrypsinogen. PRP produces multiple effects on cancerous cells intended to inhibit\ntumor growth and potentially stop a tumor from spreading through the body.

We\nreceived notification from the U.S. Food and Drug Administration (“FDA”) in June 2017 that PRP had been conferred Orphan\nDrug Designation for the treatment of pancreatic cancer. This special status is granted when a rare disease or condition is implicated,\nand a potential treatment qualifies under the Orphan Drug Act and applicable FDA regulations.

We\nreceived a Certificate for Advance Overseas Finding from the Board of Innovation and Science Australia to receive an up to a 43.5% “cash\nback” benefit from overseas research and development (“R&D”) expenses. The finding relates to the planned Phase\nIb clinical trial – Multiple Ascending Dose Studies of proteolytic proenzymes for the treatment of advanced cancer patients suffering\nfrom solid tumors planned to be conducted at the Peter MacCallum Cancer Centre, Melbourne, Australia. Overseas activities to be undertaken\ninclude the development of an analytical assay for the quantification of active pharmaceutical ingredients (“API”) in PRP\nand its manufacture of the finished product for the Phase Ib clinical trial.

Our\nPOP1 joint research and drug discovery program (“POP1 Program”) is designed to produce a backup clinical compound to PRP.\nWith the aim of producing large quantities of trypsinogen and chymotrypsinogen for commercial use, exhibiting minimal variation between\nlots and without sourcing the proenzymes from animals, we are undertaking a research project in collaboration with the universities of\nJaén and Granada. We entered into a second two-year joint research and collaboration agreement with the University of Jaén,\nwhich concluded successfully in late 2024. A third agreement was entered into in March 2026 for the next two years for future\njoint drug discovery research activities designed to produce a new compound which enhances the anti-cancer effects of proenzymes and\nconsequently introduces a new therapeutic drug class for the treatment and prevention of metastatic cancer.

Competition

The\nbiotechnology and pharmaceutical industries are characterized by continuing technological advancement and significant competition. While\nwe believe that our technology platforms, product candidates, know-how, experience and scientific resources provide us with competitive\nadvantages, we face competition from major pharmaceutical and biotechnology companies, academic institutions, governmental agencies and\npublic and private research institutions, among others. Any product candidates that we successfully develop and commercialize will compete\nwith existing therapies and new therapies that may become available in the future. Key product features that would affect our ability\nto effectively compete with other therapeutics include the efficacy, safety and convenience of our products. The level of generic competition\nand the availability of reimbursement from government and other third-party payers will also significantly impact the pricing and competitiveness\nof our products. Our competitors also may obtain FDA or other regulatory approval for their products more rapidly than we may obtain\napproval for ours, which could result in our competitors establishing a strong market position before we are able to enter the market.

Many\nof our competitors have significantly greater financial resources and expertise in R&D, manufacturing, preclinical testing, conducting\nclinical trials, obtaining regulatory approvals and marketing approved products than we do. Smaller or early-stage companies may also\nprove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors\nalso compete with us in recruiting and retaining qualified scientific and management personnel and establishing clinical trial sites\nand patient registration for clinical trials, as well as in acquiring technologies complementary to, or necessary for, our programs.

Corporate\nHistory

Propanc\nBiopharma, Inc. (the “Company,” “we,” “us” or “our”) is based in Camberwell, Victoria\nAustralia. Since its inception, substantially all of the operations of the Company have been focused on the development of new cancer\ntreatments targeting high-risk patients, particularly cancer survivors, who need a follow-up, non-toxic, long-term therapy designed to\nprevent the cancer from returning and spreading. The Company anticipates establishing global markets for its technologies. Our lead product\ncandidate, which we refer to as PRP, is an enhanced pro-enzyme formulation designed to enhance the anti-cancer effects of multiple enzymes\nacting synergistically. It is currently in the preclinical phase of development.

The\nCompany was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc\nHealth Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding\nshares 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\nsubsidiary of the Company.

On\nJuly 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose\nof submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of June 30, 2023,\nthere has been no activity within this entity.

Effective\nApril 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations\nand development better.

In\nJuly 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 62 granted,\nallowed, or accepted patents and 14 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes\nagainst solid tumors, covering the lead product candidate PRP.

On\nMay 1, 2023, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-one thousand\n(1:1,000) Reverse Stock Split (the “May 2023 Reverse Stock Split”), effective as of May 1, 2023. Proportional adjustments\nfor the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All share\nand per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements\nto reflect the May 2023 Reverse Stock Split.

On\nJanuary 17, 2025, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-sixty\none thousand (1:60,000) Reverse Stock Split (the “January 2025 Reverse Stock Split”), effective as of January 17, 2025. Proportional\nadjustments for the January 2025 Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity\nincentive plans. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the\nconsolidated financial statements to reflect the January 2025 Reverse Stock Split.

On\nMay 18, 2026, the Company filed a certificate of amendment to its certificate of incorporation, as amended, to effect a one-for-twenty-five\n(1:25) Reverse Stock Split (the “May 2026 Reverse Stock Split”), effective as of May 18, 2026. Proportional adjustments for\nthe May 2026 Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans. All\nshare and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial\nstatements to reflect the May 2026 Reverse Stock Split.

The\nCompany hopes to capture and protect additional patentable subject matter based on the Company’s field of technology relating to\npharmaceutical compositions of proenzymes for treating cancer by filing additional patent applications as it advances its lead product\ncandidate, PRP, through various stages of development.

Intellectual\nProperty

The\nCompany has filed multiple patent applications relating to PRP. The Company’s lead patent application has been granted and remains\nin force in the U.S., Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, the Netherlands, Portugal, Spain, Sweden, Switzerland,\nLiechtenstein, Turkey, the UK, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Mexico, the\nRepublic of Korea, India, Brazil and Canada.

In\n2016 and early 2017, we filed three applications under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants\nin seeking patent protection by filing one international patent application under the PCT; thus, applicants can simultaneously seek protection\nfor an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices,\nas applicable, in what is called the national phase. One of the PCT applications filed in November 2016 entered national phase in July\n2018 and another PCT application entered national phase in August 2018. A third PCT application entered national phase in October 2018.

As of October 1, 2026, we have 85 granted, allowed, or accepted patents\nand 4 patent applications filed, or under examination in key global jurisdictions, relating to the use of proenzymes against solid tumors,\ncovering PRP.

Further\npatent applications are expected to be filed to capture and protect additional patentable subject matter based on the Company’s\nfield of technology relating to pharmaceutical compositions of proenzymes for treating cancer.

A\nlist of the Company’s patents are as follows:

FPA\n Ref	Country	Official\n No.	Title	Case\n Status	Family
M50096550	Australia	2010310887	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096566	Brazil	BR112012009521-8	A\n pharmaceutical composition and use of chymotrypsinogen or tripsinogen	Granted	2009905147
M50177545	China	ZL201710885368.4	A\n pharmaceutical composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
M50096689	China	ZL201080054056.5	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096571	Canada	2814958	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50136138	European\n Patent Convention	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Validated\n in designated states	2009905147
MBE3095458	Belgium	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MCHL3095458	Switzerland\n & Liechtenstein	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MCZ3095458	Czech\n Republic	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MDE3095458	Germany	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MDK3095458	Denmark	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MES3095458	Spain	ES3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MFR3095458	France	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MGB3095458	United\n Kingdom	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MIE3095458	Ireland	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MIT3095458	Italy	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MNL3095458	Netherlands	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MPT3095458	Portugal	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MSE3095458	Sweden	3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
MTR3095458	Turkey	TR3095458	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
M50185011	Hong\n Kong	HK1249017	A\n pharmaceutical composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
M50154552	Hong\n Kong	HK1228730	Pharmaceutical\n composition for treating cancer comprising trypsinogen and chymotrypsinogen	Granted	2009905147
M50096605	India	303918	A\n pharmaceutical composition comprising trypsinogen and chymotrypsinogen	Granted	2009905147
M50096610	Indonesia	IDP000043024	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147

FPA\n Ref	Country	Official\n No.	Title	Case\n Status	Family
M50096626	Israel	219216	Pharmaceutical\n composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound,\n a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096631	Japan	5871805	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096647	Malaysia	MY-166634-A	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096652	Mexico	355971	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50175059	Mexico	MX/a/2017/009455	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096668	New\n Zealand	599996	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096694	Republic\n of Korea	10-1936439	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096728	Singapore	1020140665IP	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096749	South\n Africa	2012/03689	A\n pharmaceutical composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a\n selenium compound, a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50096775	United\n States of America	9636359	Pharmaceutical\n composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound,\n a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M50158751	United\n States of America	10350239	Pharmaceutical\n composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound,\n a vanilloid compound and a cytoplasmic glycolysis reduction agent	Granted	2009905147
M53188747	United\n States of America	17/862120	Pharmaceutical\n composition for treating cancer comprising trypsinogen and/or chymotrypsinogen and an active agent selected from a selenium compound,\n a vanilloid compound and a cytoplasmic glycolysis reduction agent	Abandoned\n by client (D)	2009905147
M50206824	Australia	2016353539	Proenzyme\n composition	Granted	2015904678

FPA\n Ref	Country	Official\n No.	Title	Case\n Status	Family
M50206845	Canada	3003835	Proenzyme\n composition	Application\n accepted	2015904678
M50206871	China	201680070907.2	Proenzyme\n composition	Under\n examination	2015904678
M50206887	European\n Patent Convention	3373956	Proenzyme\n composition	Validated\n in designated states	2015904678
MBE3373956	Belgium	BE3373956	Proenzyme\n composition	Granted	2015904678
MCHL3373956	Switzerland\n & Liechtenstein	CHL3373956	Proenzyme\n composition	Granted	2015904678
MCZ3373956	Czech\n Republic	CZ3373956	Proenzyme\n composition	Granted	2015904678
MDE3373956	Germany	DE3373956	Proenzyme\n composition	Granted	2015904678
MDK3373956	Denmark	DK3373956	Proenzyme\n composition	Granted	2015904678
MES3373956	Spain	ES3373956	Proenzyme\n composition	Granted	2015904678
MFR3373956	France	FR3373956	Proenzyme\n composition	Granted	2015904678
MGB3373956	United\n Kingdom	GB3373956	Proenzyme\n composition	Granted	2015904678
MIE3373956	Ireland	IE3373956	Proenzyme\n composition	Granted	2015904678
MIT3373956	Italy	IT3373956	Proenzyme\n composition	Granted	2015904678
MNL3373956	Netherlands	NL3373956	Proenzyme\n composition	Granted	2015904678
MSE3373956	Sweden	SE3373956	Proenzyme\n composition	Granted	2015904678
M53020319	Hong\n Kong	19101905.1	Proenzyme\n composition	Application\n filed	2015904678
M50206905	Indonesia	IDP000075710	Proenzyme\n composition	Granted	2015904678
M50206910	Israel	259259	Proenzyme\n composition	Granted	2015904678
M50206926	Japan	7479119\n	Proenzyme\n composition	Granted	2015904678
M50206931	Malaysia	MY-196737-A	Proenzyme\n composition	Granted	2015904678
M50206947	New\n Zealand	742020	Proenzyme\n composition	Granted	2015904678
M50206952	Singapore	11201803531X	Proenzyme\n composition	Granted	2015904678
M50206968	South\n Africa	2018/03855	Proenzyme\n composition	Application\n accepted	2015904678
M50206973	United\n States of America	15/775375	Proenzyme\n composition	Application\n allowed	2015904678
M50215370	Australia	2017212151	Cancer\n treatment	Granted	201630112
M50215386	Canada	3012398	Cancer\n treatment	Under\n examination	201630112
M50215404	European\n Patent Convention	3407909	Cancer\n treatment	Validated\n in designated states	201630112
MBE3407909	Belgium	BE3407909	Cancer\n treatment	Granted	201630112
MCHL3407909	Switzerland\n & Liechtenstein	CHL3407909	Cancer\n treatment	Granted	201630112
MDE3407909	Germany	DE3407909	Cancer\n treatment	Granted	201630112
MDK3407909	Denmark	DK3407909	Cancer\n treatment	Granted	201630112
MES3407909	Spain	ES3407909	Cancer\n treatment	Granted	201630112
MFR3407909	France	FR3407909	Cancer\n treatment	Granted	201630112
MGB3407909	United\n Kingdom	GB3407909	Cancer\n treatment	Granted	201630112
MIE3407909	Ireland	IE3407909	Cancer\n treatment	Granted	201630112
MIT3407909	Italy	IT3407909	Cancer\n treatment	Granted	201630112
MLU3407909	Luxembourg	LU3407909	Cancer\n treatment	Granted	201630112
MMC3407909	Monaco	MC3407909	Cancer\n treatment	Granted	201630112
MNL3407909	Netherlands	NL3407909	Cancer\n treatment	Granted	201630112
MSE3407909	Sweden	SE3407909	Cancer\n treatment	Granted	201630112
M50215425	Israel	260814	Chymotrypsinogen\n and trypsinogen in cancer treatment	Granted	201630112
M50215430	Japan	7058604	Cancer\n treatment	Granted	201630112
M50215446	Malaysia	MY-198500-A	Cancer\n treatment	Granted	201630112
M50215451	New\n Zealand	744845	Cancer\n treatment	Granted	201630112
M50215467	Singapore	11201806318U	Cancer\n treatment	Granted	201630112
M50215472	United\n States of America	11376313	Cancer\n treatment	Granted	201630112
M53003341	Australia	2017250010	Composition\n of proenzymes for cancer treatment	Abandoned\n by client (D)	62/321370
M53003354	China	201780021479.9	Composition\n of proenzymes for cancer treatment	Under\n examination	62/321370

FPA\n Ref	Country	Official\n No.	Title	Case\n Status	Family
M53003367	European\n Patent Convention	3442564	Composition\n of proenzymes for cancer treatment	Validated\n in designated states	62/321370
MBE3442564	Belgium	BE3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MCHL3442564	Switzerland\n & Liechtenstein	CHL3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MDE3442564	Germany	DE3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MFR3442564	France	FR3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MGB3442564	United\n Kingdom	GB3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MIE3442564	Ireland	IE3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MLU3442564	Luxembourg	LU3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
MMC3442564	Monaco	MC3442564	Composition\n of proenzymes for cancer treatment	Granted	62/321370
M53008151	Hong\n Kong	19126275.7	Composition\n of proenzymes for cancer treatment	Application\n filed	62/321370
M53003380	Japan	7004665	Composition\n of proenzymes for cancer treatment	Granted	62/321370
M53003393	United\n States of America	16/094846	Composition\n of proenzymes for cancer treatment	Abandoned\n by client (D)	62/321370

Properties

Our\nprincipal executive office is located at 302, 6 Butler Street, Camberwell, VIC, 3124, Australia, which we lease from North Horizon Pty\nLtd., a related party, of which Mr. Nathanielsz and his wife, Sylvia Nathanielsz, are owners and directors. On May 4, 2022, the Company\nentered into a three-year lease agreement with North Horizon Pty Ltd. for a monthly rent of $3,000 AUD ($2,176 USD), depending on exchange\nrate, per month plus taxes. On May 4, 2025, the Company entered in a one-year lease agreement with North Horizon Pty Ltd., a related\nparty, 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\nfor an additional two-year term.

Employees\nand Human Capital

As of October 1, 2026, we have two\nfull-time employees. In addition to our employees, we engage key consultants and utilize the services of independent contractors to perform\nvarious services on our behalf. Some of our executive officers and directors are engaged in outside business activities that we do not\nbelieve conflict with our business. Over time, we may be required to hire additional employees or engage independent contractors to execute\nvarious projects that are necessary to grow and develop our business. These decisions will be made by our officers and directors, if and\nwhen appropriate.

Government\nRegulation

United\nStates

Government\noversight of the pharmaceutical industry is usually classified into pre-approval and post-approval categories. Most of the therapeutically\nsignificant innovative products marketed today are the subject of New Drug Applications (“NDA”). Preapproval activities,\nbased on these detailed applications, are used to assure the product is safe and effective before marketing. In the United States, The\nCenter for Drug Evaluation and Research (“CDER”), is the FDA organization responsible for over-the-counter and prescription\ndrugs, including most biological therapeutics, and generic drugs.

Before\napproval, the FDA may inspect and audit the development facilities, planned production facilities, clinical trials, institutional review\nboards and laboratory facilities in which the product was tested in animals. After the product is approved and marketed, the FDA uses\ndifferent mechanisms for assuring that firms adhere to the terms and conditions of approval described in the application and that the\nproduct is manufactured in a consistent and controlled manner. This is done by periodic unannounced inspections of production and quality\ncontrol facilities by FDA’s field investigators and analysts.

Federal\nFood, Drug and Cosmetic Act and Public Health Service Act

Prescription\ndrug and biologic products are subject to extensive pre- and post-market regulation by the FDA, including regulations that govern the\ntesting, manufacturing, safety, efficacy, labelling, storage, record keeping, advertising and promotion of such products under the Federal\nFood, Drug and Cosmetic Act, the Public Health Service Act, and their implementing regulations. The process of obtaining FDA approval\nand achieving and maintaining compliance with applicable laws and regulations requires the expenditure of substantial time and financial\nresources. Failure to comply with applicable FDA or other requirements may result in refusal to approve pending applications, a clinical\nhold, warning letters, civil or criminal penalties, recall or seizure of products, partial or total suspension of production or withdrawal\nof the product from the market. FDA approval is required before any new drug or biologic, including a new use of a previously approved\ndrug, can be marketed in the United States. All applications for FDA approval must contain, among other things, information relating\nto safety and efficacy, stability, manufacturing, processing, packaging, labelling and quality control.

New\nDrug Applications

The\nFDA’s NDA approval process generally involves:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	completion\n of preclinical laboratory and animal testing in compliance with the FDA’s good laboratory practice (“GLP”), regulations;

	●	submission\n to the FDA of an investigational new drug (“IND”) application for human clinical testing, which must become effective\n before human clinical trials may begin in the United States;

	●	performance\n of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed product for each\n intended use;

	●	satisfactory\n completion of an FDA pre-approval inspection of the facility or facilities at which the product is manufactured to assess compliance\n with the FDA’s CGMP regulations; and

	●	submission\n to and approval by the FDA of an NDA.

The\npreclinical and clinical testing and approval process requires substantial time, effort and financial resources, and we cannot guarantee\nthat any approvals for our product candidates will be granted on a timely basis, if at all. Preclinical tests include laboratory evaluation\nof toxicity and immunogenicity in animals. The results of preclinical tests, together with manufacturing information and analytical data,\nare submitted as part of an IND application to the FDA. The IND automatically becomes effective 30 days after receipt by the FDA, unless\nthe FDA raises concerns or questions about the conduct of the clinical trial, including concerns that human research subjects will be\nexposed to unreasonable health risks. In such a case, the IND sponsor and the FDA must resolve any outstanding concerns before clinical\ntrials can begin. Our submission of an IND may not result in FDA authorization to commence clinical trials. A separate submission to\nan existing IND must also be made for each successive clinical trial conducted during product development. Further, an independent institutional\nreview board (“IRB”) covering each medical center proposing to conduct clinical trials must review and approve the plan for\nany clinical trial before it commences at that center and it must monitor the study until completed. The FDA, the IRB or the sponsor\nmay suspend a clinical trial at any time on various grounds, including a finding that the subjects or patients are being exposed to an\nunacceptable health risk. Clinical testing also must satisfy extensive “good clinical practice” (“GCP”) regulations,\nwhich include requirements that all research subjects provide informed consent and that all clinical studies be conducted under the supervision\nof one or more qualified investigators.

For\npurposes of an NDA submission and approval, human clinical trials are typically conducted in the following sequential phases, which may\noverlap:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Phase\n I: Initially conducted in a limited population to test the product candidate for safety and dose tolerance;

	●	Phase\n II: Generally conducted in a limited patient population to identify possible adverse effects and safety risks, to determine the initial\n efficacy of the product for specific targeted indications and to determine optimal dosage. A Phase IIa trial is a non-pivotal, exploratory\n study that assesses biological activity as its primary endpoint. A Phase IIb trial is designed as a definite dose finding study with\n efficacy as the primary endpoint. Multiple Phase II clinical trials may be conducted by the sponsor to obtain information prior to\n beginning larger and more extensive Phase III clinical trials;

	●	Phase\n III: Commonly referred to as pivotal studies. When Phase II evaluations demonstrate that a dose range of the product is effective\n and has an acceptable safety profile, Phase III clinical trials are undertaken in large patient populations to further evaluate dosage,\n to provide substantial evidence of clinical efficacy and to further test for safety in an expanded and diverse patient population\n at multiple, geographically-dispersed clinical trial sites. Generally, replicate evidence of safety and effectiveness needs to be\n demonstrated in two adequate and well-controlled Phase III clinical trials of a product candidate for a specific indication. These\n studies are intended to establish the overall risk/benefit ratio of the product and provide adequate basis for product labelling;\n and

	●	Phase\n IV: In some cases, the FDA may condition approval of an NDA on the sponsor’s agreement to conduct additional clinical trials\n to further assess the product’s safety, purity and potency after NDA approval. Such post-approval trials are typically referred\n to as Phase IV clinical trials.

Progress\nreports detailing the results of the clinical studies must be submitted at least annually to the FDA and safety reports must be submitted\nto the FDA and the investigators for serious and unexpected adverse events. Concurrent with clinical studies, sponsors usually complete\nadditional animal studies and must also develop additional information about the product and finalize a process for manufacturing the\nproduct in commercial quantities in accordance with CGMP requirements. The manufacturing process must be capable of consistently producing\nquality batches of the product candidate and, among other things, the manufacturer must develop methods for testing the identity, strength,\nquality and purity of the final product. Moreover, appropriate packaging must be selected and tested and stability studies must be conducted\nto demonstrate that the product candidate does not undergo unacceptable deterioration over its shelf life.

The\nresults of product development, preclinical studies and clinical trials, along with the aforementioned manufacturing information, are\nsubmitted to the FDA as part of an NDA. NDAs must also contain extensive manufacturing information. Under the Prescription Drug User\nFee Act, the FDA agrees to specific goals for NDA review time through a two-tiered classification system, Standard Review and Priority\nReview. Standard Review is applied to products that offer at most, only minor improvement over existing marketed therapies. Standard\nReview NDAs have a goal of being completed within a ten-month timeframe, although a review can take significantly longer. A Priority\nReview designation is given to products that offer major advances in treatment, or provide a treatment where no adequate therapy exists.\nA Priority Review takes the FDA six months to review an NDA. It is likely that our product candidates will be granted Standard Reviews.\nThe review process is often significantly extended by FDA requests for additional information or clarification. The FDA may refer the\napplication to an advisory committee for review, evaluation and recommendation as to whether the application should be approved. The\nFDA is not bound by the recommendation of an advisory committee, but it generally follows such recommendations.

The\nFDA may deny approval of an NDA if the applicable regulatory criteria are not satisfied, or it may require additional clinical data or\nadditional pivotal Phase III clinical trials. Even if such data is submitted, the FDA may ultimately decide that the NDA does not satisfy\nthe criteria for approval. Data from clinical trials is not always conclusive and the FDA may interpret data differently than we do.\nOnce issued, product approval may be withdrawn by the FDA if ongoing regulatory requirements are not met or if safety problems occur\nafter the product reaches the market. In addition, the FDA may require testing, including Phase IV clinical trials, risk evaluation and\nmitigation strategies, and surveillance programs to monitor the effect of approved products that have been commercialized, and the FDA\nhas the power to prevent or limit further marketing of a product based on the results of these post-marketing programs. Products may\nbe marketed only for the approved indications and in accordance with the provisions of the approved label. Further, if there are any\nmodifications to the drug, including changes in indications, labelling or manufacturing processes or facilities, approval of a new or\nsupplemental NDA may be required, which may involve conducting additional preclinical studies and clinical trials.

Other\nU.S. Regulatory Requirements

After\napproval, products are subject to extensive continuing regulation by the FDA, which include company obligations to manufacture products\nin accordance with GMP, maintain and provide to the FDA updated safety and efficacy information, report adverse experiences with the\nproduct, keep certain records, submit periodic reports, obtain FDA approval of certain manufacturing or labeling changes and comply with\nFDA promotion and advertising requirements and restrictions. Failure to meet these obligations can result in various adverse consequences,\nboth voluntary and FDA-imposed, including product recalls, withdrawal of approval, restrictions on marketing and the imposition of civil\nfines and criminal penalties. In addition, later discovery of previously unknown safety or efficacy issues may result in restrictions\non the product, manufacturer or NDA holder.

Propanc,\nand any manufacturers of our products, are required to comply with applicable FDA manufacturing requirements contained in the FDA’s\nGMP regulations. GMP regulations require, among other things, quality control and quality assurance as well as the corresponding maintenance\nof records and documentation. The manufacturing facilities for our products must meet GMP requirements to the satisfaction of the FDA\npursuant to a pre-approval inspection before Propanc can use them to manufacture products. Propanc and any third-party manufacturers\nare also subject to periodic inspections of facilities by the FDA and other authorities, including procedures and operations used in\nthe testing and manufacture of our products to assess our compliance with applicable regulations.

With\nrespect to post-market product advertising and promotion, the FDA imposes complex regulations on entities that advertise and promote\npharmaceuticals, which include, among others, standards for direct-to-consumer advertising, promoting products for uses or in patient\npopulations that are not described in the product’s approved labeling (known as “off-label use”), industry-sponsored\nscientific and educational activities and promotional activities involving the Internet. Failure to comply with FDA requirements can\nhave negative consequences, including adverse publicity, enforcement letters from the FDA, mandated corrective advertising or communications\nwith doctors and civil or criminal penalties. Although physicians may prescribe legally available drugs for off-label uses, manufacturers\nmay not market or promote such off-label uses.

Changes\nto some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes\nor facilities, require submission and FDA approval of a new NDA or NDA supplement before the change can be implemented. An NDA supplement\nfor a new indication typically requires clinical data similar to that in the original application, and the FDA uses the same procedures\nand actions in reviewing NDA supplements as it does in reviewing an NDA.

Adverse\nevent reporting and submission of periodic reports is required following FDA approval of an NDA. The FDA also may require post-marketing\ntesting, known as Phase IV testing, risk mitigation strategies and surveillance to monitor the effects of an approved product or to place\nconditions on an approval that could restrict the distribution or use of the product.

In\nJune 2017, we were notified by the FDA that PRP had been granted orphan drug designation for the treatment of pancreatic cancer. Orphan\ndrug designation may be granted by the FDA when a rare disease or condition is implicated and a potential treatment qualifies under the\nOrphan Drug Act and applicable FDA regulations. This qualifies us for various developmental incentives, including protocol assistance,\nthe potential for research grants, the waiver of future application fees, and tax credits for clinical testing if we choose to host future\nclinical trials in the United States.

In\nOctober 2017, we submitted a request for a second orphan drug designation for PRP, this time for ovarian cancer.

On\nNovember 2, 2017, we were notified by the FDA that our request was not granted. The Office of Orphan Products Development (“OOPD”)\nstated that complete prevalence is used as a measure of disease in ovarian cancer, as this reflects the number of women who have been\ndiagnosed with disease and may be eligible for treatment with the proposed therapy. Therefore, on the date of the submission of our application,\nthe OOPD estimated that the prevalence of ovarian cancer was 228,110 cases. Since the prevalence exceeds the threshold of 200,000 to\nqualify for orphan drug designation, they could not grant our request. We may consider resubmitting our application if we can identify\na suitable sub-population in ovarian cancer, which may meet the target threshold.

European\nUnion

In\naddition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials, commercial\nsales and distribution of our products if we conduct trials for, and market and sell our products, abroad. Whether or not we obtain FDA\napproval for a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we\ncan commence clinical trials or market our product in those countries. The approval process varies from country to country and the time\nmay differ than that required for FDA approval. The requirements governing the conduct of clinical trials, product licensing, pricing\nand reimbursement vary greatly from country to country. Despite these differences, the clinical trials will be conducted according to\ninternational standards, such as GCP, GMP and GLP, which is recognized by each foreign country under the International Conference of\nHarmonization Guidelines. We plan to conduct our trials in each foreign jurisdiction according to these standards, undertaking a FIH\nPhase Ib study in patients with advanced solid tumors, evaluating the safety, pharmacokinetics, and anti-tumor efficacy of PRP. This\nwill be followed by two Phase II studies evaluating the efficacy and safety of PRP. To ensure harmonization between the jurisdictions,\nwe intend to conduct regulatory meetings in the country in which trials are conducted, as well as with the FDA and the EMA. A pre-IND\nmeeting will be held with the FDA once initial patient data has been collected from the FIH study to ensure acceptability of future planned\nPhase II trials.

Under\nEuropean Union regulatory systems, we must submit and obtain authorization for a CTA in each member state in which we intend to conduct\na clinical trial. After we have completed clinical trials, we must obtain marketing authorization before we can market its product. We\nmust submit applications for marketing authorizations for oncology products under a centralized procedure. The centralized procedure\nprovides for the grant of a single marketing authorization that is valid for all European Union member states. The EMA is the agency\nresponsible for the scientific evaluation of medicines that are to be assessed via the centralized procedure.

On\nJune 23, 2016, the UK government held a referendum to gauge voters’ support to remain or leave the European Union. The referendum\nresulted in 51.9% of UK voters in favor of leaving the European Union, commonly referred to as “Brexit.” On March 29, 2017,\nthe UK invoked Article 50 of Lisbon Treaty to initiate complete withdrawal from the European Union, which was effectuated on January\n31, 2020. The center for the EMA was based in London, but the European Union has relocated the center to The Netherlands.

Australia

In\nAustralia, the relevant regulatory body responsible for the pharmaceutical industry is the Therapeutics Goods Administration (the “TGA”).\nPrescription medicines are regulated under the Therapeutic Goods Act 1989. Under the Therapeutic Goods Act, the TGA evaluates new products\nfor quality, safety and efficacy before being approved for market authorization, according to similar standards employed by the FDA and\nEMA in the United States and European Union, respectively. However, receiving market authorization in one or two regions does not guarantee\napproval in another.

Third-Party\nPayor Coverage and Reimbursement

Although\nnone of our product candidates has been commercialized for any indication, if they are approved for marketing, commercial success of\nour product candidates will depend, in part, upon the availability of coverage and reimbursement from third-party payors at the federal,\nstate and private levels. In addition, in many countries outside the United States, a drug must be approved for reimbursement before\nit can be approved for sale in that country.

Eligibility\nfor reimbursement does not imply that any drug will be paid for in all cases or at a rate that covers our costs, including research,\ndevelopment, manufacture, sale and distribution. Interim reimbursement levels for new drugs, if applicable, may also not be sufficient\nto cover costs and may not be made permanent. Reimbursement rates may vary according to the use of the drug and the clinical setting\nin which it is used, may be based on reimbursement levels already set for lower cost drugs and may be incorporated into existing payments\nfor other services. Net prices for drugs may be reduced by mandatory discounts or rebates required by government healthcare programs\nor private payors and by any future relaxation of laws that presently restrict imports of drugs from countries where they may be sold\nat lower prices than in the United States. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting\ntheir own reimbursement policies.

In\nmany countries outside the United States, a drug must be approved for reimbursement before it can be approved for sale in that country.\nApproval by the FDA does not ensure approval by regulatory authorities in other countries or jurisdictions, and approval by one foreign\nregulatory authority does not ensure approval by regulatory authorities in other foreign countries or by the FDA. The foreign regulatory\napproval process may include all of the risks associated with obtaining FDA approval. We may not obtain foreign regulatory approvals\non a timely basis, if at all. We may not be able to file for regulatory approvals and may not receive necessary approvals to commercialize\nour products in any foreign market.

Government\nauthorities and third-party payors, such as private health insurers and health maintenance organizations, decide which medications they\nwill pay for and establish reimbursement levels. A primary trend in the U.S. healthcare industry and elsewhere is cost containment. Government\nauthorities and third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular\nmedications. Increasingly, third-party payors are requiring that drug companies provide them with predetermined discounts from list prices\nand are challenging the prices charged for medical products.

Other\nRegulations

We\nare also subject to numerous federal, state, and local laws relating to such matters as safe working conditions, manufacturing practices,\nenvironmental protection, fire hazard control, and disposal of hazardous or potentially hazardous substances. We may incur significant\ncosts to comply with such laws and regulations now or in the future.

Risks\nassociated with our Business

Our\nability to execute our future business growth strategy is subject to numerous risks, as more fully described in the section captioned\n“Risk Factors” immediately following this prospectus summary. An investment in our shares of Common Stock involves a high\ndegree of risk. You should carefully consider the risks summarized below. These risks are discussed more fully in the section titled\n“Risk Factors” following this prospectus summary. These risks include, but are not limited to, the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Because\n PRP remains in the early stages of development and may never become commercially viable, you may lose some or all of your investment.

	●	PRP\n may cause undesirable side effects that could negatively impact its clinical trial results or limit its use, hindering further development,\n subject us to possible product liability claims, and make it more difficult to commercialize PRP

	●	Because\n successful development of our products is uncertain, our results of operations may be materially harmed.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	A\n variety of factors, either alone or in concert with each other, could result in our clinical trials of PRP being delayed or unsuccessful.

	●	If\n we fail to obtain regulatory approval in jurisdictions outside the U.S., we will not be able to market PRP in those jurisdictions.

	●	If,\n in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and\n market PRP, we may not be successful in commercializing our product candidates if and when they are approved.

	●	We\n face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully\n than we do.

Loans

Loan\nDue to Former Director - Related Party

Due to former director – related party represented unsecured advances\nmade primarily by a former director for operating expenses on behalf of the Company, such as intellectual property and formation expenses.\nThe expenses were paid for on behalf of the Company and were due upon demand. The Company was not charged interest under these advances.\nThe 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\ninto a Debt Exchange Agreement (“the Debt Exchange”) with the former director (see below) to settle such debt.

Loan from Former Director - Related\nParty

Loan from the Company’s former director at June 30, 2026 and 2025\nwere $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\nformer director and issued 1,200 shares of common stock in exchange for the total outstanding loans of $74,395. Those shares were valued\nat approximately $325 per share or $375,000, being the closing price of the stock on the date of grant to the former director. Accordingly,\nthe 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\nduring the year ended June 30, 2025.

Loans\npayable - Related Party

Between November 2023 and May 2024, an institutional investor affiliated\nwith one of our directors, Josef Zelinger, loaned the Company an aggregate of $71,629. Additionally, in August 2024, the same affiliated\ninstitutional investor loaned the Company an amount of $85,000 AUD ($57,639 USD). These loans are payable on demand and were non-interest\nbearing. In September 2025, the Company agreed to pay interest of 12% per annum beginning from the funding date of these loans. The Company\nrepaid $16,428 USD including additional interest expense of $4,805 USD on February 12, 2026. Additionally, the Company repaid $16,188\nUSD 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\nwith one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000\nAUD ($98,060 USD). The Company used the net proceeds for general working capital purposes. The maturity date of the loan is November 1,\n2024, 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%\nper 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\nvia 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\nbalance 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\nwith one of our directors, Josef Zelinger, loaned the Company an aggregate of $15,000 AUD ($9,731 USD). These loans bear no interest and\nare 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\nto pay interest of 12% per annum beginning from the funding date of these loans. The Company repaid the remaining balance of $3,000 AUD\n($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\nwith an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company\nan aggregate principal amount of $175,000 AUD ($113,485 USD). The Company used the net proceeds for general working capital purposes.\nThe 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\n28, 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%\nper annum. Such loan is past due and currently in default.

In January 2025, an institutional investor affiliated with one of our directors,\nJosef Zelinger, loaned the Company an aggregate of $25,000 AUD ($15,485 USD). This loan bore no interest and was payable on demand. The\nCompany 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\nwith an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company\nan aggregate principal amount of $63,188 AUD ($39,625 USD). The Company used the net proceeds for general working capital purposes. The\nmaturity 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\nfully repaid $39,625 USD including additional interest expense of $1,818 on August 19, 2025.

On June 13, 2025, the Company entered into and closed a loan agreement\nwith an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company\nan aggregate principal amount of $15,000 AUD ($9,675 USD). The Company used the net proceeds for general working capital purposes. The\nmaturity 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\nfully repaid $9,675 USD including additional interest expense of $257 on August 19, 2025.

Between\nJuly 3, 2025 and August 14, 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company\nan aggregate of $120,000 AUD ($78,249 USD). These loans bore no interest and were payable on demand. The Company fully repaid these loans\non August 19, 2025.

On July 5, 2023, the Company and an institutional investor affiliated with\none of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate\nof $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\ninterest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 10 warrants to purchase common stock\nto such investor immediately exercisable at an initial exercise price of $15,000 per share (subject to certain adjustments such as stock\ndividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026. The Company accounted\nfor the 10 warrants issued with this loan payable as debt discount by using the relative fair value method. The total debt discount which\nis equivalent to the relative fair value of the warrants of $141,084 was based on a fair value determination using a Black-Scholes model\nwith the following assumptions: stock price at valuation date of $178,500 based on the closing price of common stock at date of grant,\nexercise 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%.\nThe 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\nbalance of approximately $143,000 due on a convertible note held by a third-party investor which had been in default. Amortization of\ndebt discount for the years ended June 30, 2026 and 2025 was $46,985 for both periods. The total principal outstanding under this loan\nwas $153,256 and remaining debt discount of $47,629 as of June 30, 2025 as reflected in the accompanying consolidated balance sheet as\nloan payable – long-term – related party, net of discount of $105,627. The total principal outstanding under this loan, net\nof discount was $152,612 ($153,256 principal and remaining unamortized debt discount of $644) as of June 30, 2026 and has been reclassified\nas a short-term loan.

The remaining balance of all the above loans payable – related parties, net of discount amounted to $460,809\nand $415,329 as of June 30, 2026 and 2025, respectively. Accrued interest for all of the above loans payable – related parties as\nof June 30, 2026, and 2025 was $128,318 and $56,935, respectively.

Loan\nPayable

Crown\nBridge Securities Purchase Agreement

Effective\nOctober 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”),\npursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which\nhad a remaining principal balance of $65,280 as of June 30, 2024. The maturity date of the Crown Bridge Note was October 3, 2020 and\nis currently past due. The Crown Bridge Note bore interest at a default interest rate of 15% per annum. In August 2022, the SEC filed\na complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange\nAct”). Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge\nNote. Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $65,280 from a convertible note\ninto a loan payable which is the principal balance at June 30, 2025. The total accrued interest from this loan amounted to $55,360 as\nof June 30, 2025.

On\nJanuary 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock in exchange\nfor the total outstanding balance of $65,280 and accrued interest of $60,484. Those shares were valued at approximately $13 per share\nor $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\nexchange of $74,236. Accordingly, the remaining principal balance and accrued interest at June 30, 2026 is $0.

Loans\nPayable - others

In\nJune 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $120,000 AUD ($79,811 USD).\nThe 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,\nthe Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate of 1,200 shares of common stock in\nexchange for the total outstanding loan including accrued interest of $86,248. Those shares were valued at $250 per share or $300,000,\nbeing the closing price of the stock on the date of grant to the two investors. Accordingly, the fair market value of the shares issued\nwas $300,000, resulting in a loss on extinguishment of debt at the time of exchange of $213,752 during fiscal year 2025. As of June 30, 2026 and June 30, 2025, the total balance of these loans including accrued interest amounted to $0 and $6,286, respectively. The\nCompany fully paid the accrued interest of $6,286 on August 27, 2025.

The\naggregate principal outstanding on the above loans was $0 and $65,280 as of June 30, 2026 and June 30, 2025, respectively.

Loan\nin default

Loans\npayable – related party for total principal amount of $211,545 and accrued interest of $50,213 which includes interest accruing\nat the default interest rate at 18% with maturity dates between November 2024 and April 2025 were in default as of June 30, 2026.

Promissory\nNote

On\nAugust 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10% original issue discount\npromissory note (the “Promissory Note”) in consideration for $120,000, which has a principal face amount of $132,000, matured\non 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\nhad the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts\nthat 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\nof the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120%\nif prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity\ndate), unless the Company and the Lender agree to otherwise effect repayment. The Promissory Note contains certain customary events of\ndefault set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy,\nliquidation and failure by the Company to pay the principal and interest due under the Promissory Note. On May 7, 2024, the August 2023\nLender notified the Company that the 130% default repayment plus interest will be waived and shall extend the maturity of the Promissory\nNote to September 30, 2024.

On\nMay 7, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase\na 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\nnote. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity date of the note is June\n15, 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\nfollows: (a) if the Company repays this note on or before June 7, 2025, then Company shall pay investor in cash the sum of one hundred\npercent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued\ninterest unpaid at such time, and any other payment due; and (b) if the Company repays the note after June 7, 2025 and on or before July\n7, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal\nAmount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)\nor (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\nJune 2, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase\na 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\nnote. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity date of the note is June\n15, 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\nfollows: (a) if the Company repays this note on or before July 7, 2025, then Company shall pay investor in cash the sum of one hundred\npercent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued\ninterest unpaid at such time, and any other payment due; and (b) if the Company repays the note after July 7, 2025 and on or before August\n7, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal\nAmount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)\nor (b) at such time as the Company and the investor may agree to effect repayment.

On\nJuly 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase\na promissory note from the Company in the aggregate principal amount of $82,500, for a purchase price of $75,000. Such note is a non-convertible\nnote. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity date of the note is September\n15, 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\nfollows: (a) if the Company repays this note on or before August 18, 2025, then Company shall pay investor in cash the sum of one hundred\npercent (100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued\ninterest unpaid at such time, and any other payment due; and (b) if the Company repays the note after August 18, 2025 and on or before\nSeptember 18, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding\nPrincipal Amount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)\nor (b) at such time as the Company and the investor may agree to effect repayment.

On\nAugust 19, 2025, the Company fully repaid the total principal for all the above mentioned promissory notes amounting $434,905 including\ntotal accrued interest, default and prepayment penalty of $35,076.

As of June 30, 2026 and 2025, the total principal outstanding under these\nnotes 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\nin the accompanying consolidated balance sheet as notes payable, net of discount. Accrued interest from these notes amounted to $0 and\n$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\n$3,488 and $21,512, respectively.

1800\nDiagonal Lending Promissory Notes

On\nMay 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\nand financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable\non 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\nrate of twenty two percent (22%) per annum from the due date thereof until the same was paid. Accrued, unpaid interest and outstanding\nprincipal, subject to adjustment, shall be paid on November 30, 2024 in the amount of $28,290 and 4 payments each in the amount of $7,072.50\n(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\nmonth thereafter. The Company had a five (5) day grace period with respect to each payment. In November 2024, the Company fully paid\nthe principal of $49,200 and accrued interest of $5,683.

On\nJune 10, 2024, the Company entered into a 15% promissory note in the amount of $49,200 less original issue discount of $8,200 and legal\nand financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable\non 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\nrate of twenty two percent (22%) per annum from the due date thereof until the same was paid. Accrued, unpaid interest and outstanding\nprincipal, subject to adjustment, shall be paid on December 15, 2024 in the amount of $28,290 and 4 payments each in the amount of $7,072.50\n(a total payback to the Holder of $56,580). The first payment of $7,072.50 was due on January 15, 2025 with 3 subsequent payments each\nmonth thereafter. The Company shall had a five (5) day grace period with respect to each payment. In November 2024, the Company fully\npaid the principal of $49,200 and accrued interest of $5,683.

On\nJanuary 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant\nto which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $65,000,\nfor a purchase price of $56,000. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity\ndate of the note is November 30, 2025 and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance\ndate. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments, with the first on\nJuly 30, 2025 for $37,375.00, and the other four payments of $9,343.75 on August 30, 2025, September 30, 2025, October 30, 2025 and November\n30, 2025 (a total payback to the Holder of $74,750.00). The Company shall have a five (5) day grace period with respect to each payment.\nThe Company has right to prepay in full at any time with no prepayment penalty. In July 2025 and August 2025, the Company fully paid\nthe principal of $ 65,000 including interest of $9,750.

On\nMarch 25, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant\nto which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $79,200,\nfor a purchase price of $67,000. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity\ndate of the note is January 30, 2026 and the note bears a one-time interest charge of fifteen percent that shall be applied on the issuance\ndate. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5) payments, with the first on\nSeptember 30, 2025 for $45,540, and the other four payments of $11,385 on October 30, 2025, November 30, 2025, December 30, 2025 and\nJanuary 30, 2026 (a total payback to the Holder of $91,080). The Company shall have a five (5) day grace period with respect to each\npayment. In August 2025, the Company fully paid the principal of $79,200 including interest of $11,880.

On\nJune 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.\nThis 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\nLending, LLC. The maturity date of the note was April 15, 2026 and the note bore a one-time interest charge of fifteen percent that shall\nbe applied on the issuance date. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5)\npayments, with the first on December 15, 2025 for $39,020, and the other four payments on January 15, 2026, February 15, 2026, March\n15, 2026 and April 15, 2026, each for $ 9,755 (a total payback to the Holder of $78,039). The Company shall have a five (5) day grace\nperiod with respect to each payment. In August 2025, the Company fully paid the principal of $67,860 including interest of $10,179.

The\nCompany had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event\nof default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares\nof common stock. The conversion price of the above notes was equal to 65% multiplied by the lowest trading price for the common stock\nduring the 10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99% beneficial ownership\nlimitations. Upon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150%\ndefault percentage multiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

Between\nJuly 2025 and August 2025, the Company fully repaid the total principal amount of $212,060 including accrued interest for the above 1800\nDiagonal Lending promissory notes.

As of June 30, 2026 and 2025 the total balance of these 1800 Diagonal Lending\npromissory notes amounted to $0 and $212,060, respectively and accrued interest of $0 and $7,638, respectively.

Red\nRoad Holdings Promissory Note

On\nDecember 4, 2024, the Company entered into a 15% promissory note in the amount of $49,200 less original issue discount of $8,200 and\nlegal and financing costs of $6,000 for net proceeds of $35,000 with Red Road Holdings. The principal and accrued interest was payable\non 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\nrate of twenty two percent (22%) per annum from the due date thereof until the same was paid. Accrued interest and outstanding principal,\nsubject to adjustment, shall be paid on June 15, 2025 in the amount of $28,290 and 4 payments each in the amount of $7,072.50 (a total\npayback to the Holder of $56,580). The first payment of $7,072.50 is due on July 15, 2025 with 3 subsequent payments each month thereafter.\nThe Company had a five (5) day grace period with respect to each payment.

The\nCompany had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event\nof default, the noteholder has the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of\ncommon stock. The conversion price of the note is equal to 65% multiplied by the lowest trading price for the common stock during the\n10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99% beneficial ownership limitations.\nUpon the occurrence of any event of defaults, the note shall be immediately due and payable in an amount equal to 150% default percentage\nmultiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

As\nof June 30, 2025, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $24,812 and\n$303, respectively, after the payment of the first installment of $28,290 in June 2025. As of June 30, 2026, the total balance\nof principal and accrued interest of the Red Road Holdings promissory note amounted to $0 after the full payment of the principal of\n$24,812 including interest of $3,478 in July 2025 and August 2025.

The\ntotal 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\nthe total balance of the above promissory notes amounted to $0 and accrued interest of $0.

Convertible\nNotes

1800\nDiagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements

June\n29, 2023 Securities Purchase Agreement

On\nJune 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”),\nwhich closed on July 6, 2023, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 6, 2023 1800 Diagonal\nNote”) from the Company in the aggregate principal amount of $65,000, such principal and the interest thereon convertible into\nshares of the Company’s common stock at the option of 1800 Diagonal any time after 180 days of the July 6, 2023 1800 Diagonal Note.\nThe July 6, 2023 1800 Diagonal Note contained debt issue costs of $5,000. The Company used the net proceeds for general working capital\npurposes. The maturity date was June 29, 2024.

July\n19, 2023 Securities Purchase Agreement

On\nJuly 19, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal\npurchased a convertible promissory note (the “July 19, 2023 1800 Diagonal Note”) from the Company in the aggregate principal\namount of $45,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option\nof 1800 Diagonal any time after 180 days of the July 19, 2023 1800 Diagonal Note. The July 19, 2023 1800 Diagonal Note contained debt\nissue costs of $5,000. The Company used the net proceeds for general working capital purposes. The maturity date was July 19, 2024.

August\n16, 2023 Securities Purchase Agreement

On\nAugust 16, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal\npurchased a convertible promissory note (the “August 16, 2023 1800 Diagonal Note”) from the Company in the aggregate principal\namount of $55,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option\nof 1800 Diagonal any time after 180 days of the August 16, 2023 1800 Diagonal Note. The August 16, 2023 1800 Diagonal Note contains debt\nissue costs of $5,000. The Company used the net proceeds for general working capital purposes. The maturity date was August 16, 2024.

October\n20, 2023 Securities Purchase Agreement

On\nOctober 20, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal\npurchased a convertible promissory note (the “October 20, 2023 1800 Diagonal Note”) from the Company in the aggregate principal\namount of $40,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option\nof 1800 Diagonal any time after 180 days of the October 20, 2023 1800 Diagonal Note. The October 20, 2023 1800 Diagonal Note contains\ndebt issue costs of $5,000. The Company used the net proceeds for general working capital purposes. The maturity date was October 20,\n2024.

November\n29, 2023 Securities Purchase Agreement

On\nNovember 29, 2023, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC pursuant to which 1800 Diagonal\npurchased a convertible promissory note (the “November 29, 2023 1800 Diagonal Note”) from the Company in the aggregate principal\namount of $45,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option\nof 1800 Diagonal any time after 180 days of the November 29, 2023 1800 Diagonal Note. The November 29, 2023 1800 Diagonal Note contains\ndebt issue costs of $5,000. The Company intends to use the net proceeds for general working capital purposes. The maturity date was September\n15, 2024.

The\nfollowing terms shall apply to all the above 1800 Diagonal notes:

The\n1800 Diagonal Notes bear interest at a rate of 8% per annum, which interest may be paid by the Company to 1800 Diagonal in shares of\nthe Company’s common stock; but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date\nor upon acceleration or by prepayment.

During\nthe first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid\ninterest due under the above note, together with any other amounts that the Company may owe the holder under the terms of the note, at\na premium ranging from 110% to 129% as defined in the note agreement. After this initial 180-day period, the Company does not have a\nright to prepay such note.

The\nconversion price for the above notes was equal to a 35% discount of the market price which means the average of the lowest three trading\nprices of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion. Notwithstanding the\nforegoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s\ncommon stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99% of the outstanding shares of the Company’s common\nstock. The Company treats these convertible notes as stock settled debt under ASC 480 and accordingly the Company recorded a total debt\npremium of $134,615 which was recorded during the year ended June 30, 2024.

The\nabove notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In\naddition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22% per annum, or\nif such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events\nof default may trigger penalty and liquidated damage provisions.

Failure\nto deliver shares of common stock upon conversion of the above 1800 Diagonal notes within three business days of notice of conversion\nwill result in the Company paying a penalty of $1,000 per day, subject to certain exceptions.

Upon\ncertain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal\n150% of the then-outstanding principal amount of the above 1800 Diagonal notes, plus any interest accrued upon such event of default\nor prior events of default (the “Default Amount”). Further, upon any event of default relating to the failure to issue shares\nof common stock upon the conversion of such notes, such notes become immediately due and payable in an amount equal to twice the Default\nAmount.

The\ntotal principal amount outstanding under the above 1800 Diagonal financing agreements was $0 as of June 30, 2024 following conversion\nof $250,000 of the principal balance and $9,863 accrued interest during the year ended June 30, 2024. Accordingly, $134,615 of the put\npremium was released to additional paid in capital in respect to the 1800 Diagonal financing agreements during the year ended June 30,\n2024 following conversion of the principal balance.

July\n22, 2025 Securities Purchase Agreement

On\nJuly 22, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant\nto which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $112,350,\nfor a purchase price of $107,000. The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity\ndate of the note is April 30, 2026 and such principal and the interest thereon convertible into shares of the Company’s common\nstock at the option of 1800 Diagonal any time after 180 days from the date of issuance. This note contains debt issue costs of $7,000.\nThe conversion price for this note is equal to a 25% discount of the market price which means the average of the lowest ten trading prices\nof the Common Stock for the ten trading days immediately prior to the delivery of a notice of conversion. The Company fully repaid this\nnote in August 2025.

The\nfollowing terms shall apply to the July 2025 1800 Diagonal note:

The\n1800 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\nthe Company’s common stock; but shall not be payable until the 1800 Diagonal Note becomes payable, whether at the maturity date\nor upon acceleration or by prepayment.

During\nthe 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\ndue 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\na premium ranging from 120% to 125% as defined in the note agreement. After this initial 180-day period, the Company does not have a\nright to prepay such note.

The\nconversion prices for the above 1800 Diagonal note was 75% (representing a 25% discount) of the market price which means the average\nof the lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.\nNotwithstanding the foregoing, 1800 Diagonal shall be restricted from effecting a conversion if such conversion, along with other shares\nof the Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99% of the outstanding shares of\nthe Company’s common stock. The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company\nrecorded a total debt premium of $37,450 which was recorded during the year ended June 30, 2026.

The\nabove note contained certain events of default, upon which principal and accrued interest will become immediately due and payable. In\naddition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22% per annum, or\nif such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events\nof default may trigger penalty and liquidated damage provisions. Failure to deliver shares of common stock upon conversion of the above\n1800 Diagonal notes within three business days of notice of conversion will result in the Company paying a penalty of $1,000 per day,\nsubject to certain exceptions.

Upon\ncertain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal\n150% of the then-outstanding principal amount of the above 1800 Diagonal note, plus any interest accrued upon such event of default or\nprior events of default (the “Default Amount”). Further, upon any event of default relating to the failure to issue shares\nof common stock upon the conversion of such notes, such note become immediately due and payable in an amount equal to twice the Default\nAmount.

The\ntotal principal amount outstanding under the above 1800 Diagonal financing agreements was $0 as of June 30, 2026 following the repayment\nin full of principal balance of $112,350 including accrued interest and prepayment penalty of $23,283. Accordingly, $37,450 of the put\npremium 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\nCapital Securities Purchase Agreements

December\n8, 2023 Securities Purchase Agreement

On\nDecember 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible\nredeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $150,000, such\nprincipal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month\nanniversary of the December 8, 2023 ONE44 Note. The transaction contemplated by such purchase agreement closed on December 8, 2023. The\nDecember 8, 2023 One44 Note contained an original issue discount amount of $15,000. Pursuant to the terms of such purchase agreement,\nthe Company paid $7,500 for ONE44’s legal fees. The Company used the net proceeds from the December 8, 2023 ONE44 Note for general\nworking capital purposes. The maturity date of the December 8, 2023 One44 Note was December 8, 2024. The December 8, 2023 ONE44 Note\nbore interest at a rate of 10% per annum, which interest was payable in shares of common stock, but was not payable until the maturity\ndate or upon acceleration or by prepayment of such note. The December 8, 2023 One44 Note was fully converted in August 2025.

The\nfollowing terms shall apply to all of the above ONE44 note:

During\nthe first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid\ninterest due under the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of\nthe note, at a premium ranging from 120% to 135% as defined in the relevant note. After this initial 180-day period, the Company does\nnot have a right to prepay such note.

The\nconversion price for the above ONE44 notes ranges from 60% to 65% (representing a 35% to 40% discount) of the market price of the common\nstock, which is based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to\nthe delivery of a notice of conversion. Notwithstanding the foregoing, such notes are subject to 4.99% beneficial ownership limitations.\nAll of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium\nof $133,305 during the year ended June 30, 2023, and recorded a total debt premium of $100,000 was recorded during the year ended June\n30, 2024.

The\nabove ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.\nIn addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum,\nor if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain\nevents of default may trigger penalty and liquidated damage provisions. In the event that the Company fails to deliver to ONE44 shares\nof common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $250 per day the shares\nare not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty increases to\n$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 Pink,\nsuch ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20%.

The\ntotal principal amount outstanding under the above ONE44 financing agreements was $119,300 and accrued interest was $6,726 as of June\n30, 2024 following conversion of $148,811 of the principal balance and $9,909 accrued interest during the year ended June 30, 2024. Accordingly,\n$98,311 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended\nJune 30, 2024 following conversion of the principal balance.

The\ntotal principal amount outstanding under the above ONE44 financing agreements was $104,460 and accrued interest was $24,962 as of June\n30, 2025 following conversion of $14,840 of the principal balance and $1,006 accrued interest during the year ended June 30, 2025. Accordingly,\n$9,893 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the year ended\nJune 30, 2025 following conversion of the principal balance.

The\ntotal principal amount and accrued interest outstanding under the above ONE44 financing agreement was $0 as of June 30, 2026 following\nconversion of $104,460 of the principal balance and $17,715 accrued interest during the year ended June 30, 2026. Accordingly,\n$69,640 of the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the\nprincipal balance.

GS\nCapital Partners Securities Purchase Agreements

August\n23, 2023 Securities Purchase Agreement

On\nAugust 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $77,500, such principal and the interest\nthereon convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $5,000\noriginal issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $2,500.\nThe Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity date of the GS Capital Note was February 23, 2024 and was in default. The GS Capital Note bore an interest at a rate of 8% per\nannum 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\nstock but shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.\nThe GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested\nby GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $60,000 per share (the “Fixed\nPrice”), provided that the Fixed Price will be reduced to $30,000 per share in the event that the market price of the Common Stock\ntrades below $45,000 per share for five consecutive trading days. In the event of a default under the Note and unless the Fixed Price\nis lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding\nsuch default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in\ndefault. Pursuant to the Note, in the event that such conversion price was below the par value of the Common Stock, the Company agreed\nto take all steps to reduce such par value or conduct a reverse split of its Common Stock, as applicable. Notwithstanding the foregoing,\nsuch conversion price and lookback periods were subject to adjustment in favor of the Investor in the event the Company issues securities\nto another party with more favorable conversion terms, and such conversions were subject to a 4.99% beneficial ownership limitation (which\nmay be increased to 9.9% upon 60 days’ prior written notice from the holder of the Note) and adjustments for mergers, consolidations,\nreorganizations and similar events set forth in the Note, other than a transfer or sale of all or substantially all Company assets. Pursuant\nto the Note, the Company was required to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to\nany increase of such reserved amount to reflect the Company’s obligations under the Note. The August 23, 2023 GS Capital Note was\nfully converted in July 2024.

October\n12, 2023 Securities Purchase Agreement

On\nOctober 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $61,000, such principal and the interest\nthereon convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a $3,500\noriginal issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of $2,500.\nThe Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nand 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\nbut shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.\nThe GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested\nby GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $22,500 per share (the “Fixed\nPrice”), provided that the Fixed Price will be reduced to $15,000 per share in the event that the market price of the Common Stock\ntrades below $11,250 per share for ten consecutive trading days. In the event of a default under the Note and unless the Fixed Price\nwas lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding\nsuch default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in\ndefault. The October 12, 2023 GS Capital Note was fully converted in August 2025.

April\n12, 2024 Securities Purchase Agreement

On\nApril 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $27,500, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contains a\n$2,500 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity date of the GS Capital Note was October 12, 2024. The GS Capital Note bore interest at a rate of 8% per annum, which interest\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor the GS Capital Note was equal to $2,550 per share (the “Fixed Price”), provided that the Fixed Price will be reduced\nto $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\ndays. In the event of a default under the Note and unless the Fixed Price was lower, such conversion price will equal the lowest trading\nprice of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every\nthirty calendar days during the period in which the Company remained in default. The April 12, 2024 GS Capital Note was fully converted\nin August 2025.

August\n2, 2024 Securities Purchase Agreement

On\nAugust 2, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $33,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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,\nwhich 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\nbecame payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal\naggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial\nconversion 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\nin the event that the market price of the Common Stock trades below $2,100 per share for five consecutive trading days. In the event\nof a default under the note and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common\nStock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days\nduring the period in which the Company remained in default. The August 2, 2024 GS Capital Note was fully repaid in August 2025.

September\n20, 2024 Securities Purchase Agreement

On\nSeptember 20, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $33,000, such principal and the interest\nthereon are convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contains a $3,000\noriginal issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity date of the GS Capital Note is March 20, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor the GS Capital Note is equal to $450 per share, provided that the fixed price will be reduced to $150 per share in the event that\nthe market price of the Common Stock trades below $450 per share for five consecutive trading days. In the event of a default under the\nnote and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading\ndays immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which\nthe Company remains in default. The September 20, 2024 GS Capital Note was fully repaid in August 2025, along with accrued interest.

February\n7, 2025 Securities Purchase Agreement

On\nFebruary 7, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $43,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor 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\nthe market price of the Common Stock trades below $200 per share for five consecutive trading days. In the event of a default under the\nnote and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common Stock for the ten\ntrading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period\nin which the Company remained in default. The February 7, 2025 GS Capital Note, along with accrued interest, was fully converted\nin October 2025.

March\n11, 2025 Securities Purchase Agreement

On\nMarch 11, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $33,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor 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\nthe market price of the Common Stock trades below $125 per share for five consecutive trading days. In the event of a default under the\nnote and unless the fixed price was lower, such conversion price will equal the lowest trading price of the Common Stock for the ten\ntrading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period\nin which the Company remained in default. The March 11, 2025 GS Capital Note, along with accrued interest, was fully converted\nin December 2025.

April\n15, 2025 Securities Purchase Agreement

On\nApril 15, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $55,000, such principal and the interest\nthereon are convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contains a $5,000\noriginal issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity date of the GS Capital Note was December 15, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which\ninterest 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\npayable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate\nprincipal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion\nprice for the GS Capital Note is equal to $125 per share, provided that the fixed price will be reduced to $62.50 per share in the event\nthat the market price of the Common Stock trades below $100 per share for five consecutive trading days. In the event of a default under\nthe note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten\ntrading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period\nin which the Company remains in default. The April 15, 2025 GS Capital Note, along with accrued interest, was fully converted\nin June 2026.

The\nfollowing terms shall apply to all of the above GS Capital notes:

Pursuant\nto 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\nto take all steps to reduce such par value or conduct a reverse split of its Common Stock, as applicable. Notwithstanding the foregoing,\nsuch conversion price and lookback periods are subject to adjustment in favor of the Investor in the event the Company issues securities\nto another party with more favorable conversion terms, and such conversions are subject to a 4.99% beneficial ownership limitation (which\nmay be increased to 9.9% upon 60 days’ prior written notice from the holder of the Note) and adjustments for mergers, consolidations,\nreorganizations and similar events set forth in the Note, other than a transfer or sale of all or substantially all Company assets. Pursuant\nto the Note, the Company is required to maintain an initial reserve of at least 400% of the number of Conversion Shares, subject to any\nincrease of such reserved amount to reflect the Company’s obligations under the Note.

Additionally,\nthe conversion prices of the above GS Capital notes will be adjusted in favor of the note holder if the Company issues securities with\nmore favorable conversion terms. The effective conversion price of the outstanding GS Capital notes are 60% (representing a 40% discount)\nof the market price, which means the lowest closing bid prices of the Common Stock for the ten trading days immediately prior to the\ndelivery of a Notice of Conversion.

The\nabove GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value.

During\nthe first 60 to 180 days following the date of the above GS Capital notes, the Company has the right to prepay the principal and accrued\nbut unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital\nunder 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\n180-day period, the Company does not have a right to prepay such notes.

Upon\nthe occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24% per annum\nor, 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\nthe Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS\nCapital notes, the penalty becomes $250 per day for each day that the shares are not issued beginning on the 4^th day after\nthe conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10^th day. In the\nevent that the Company loses the bid price of its common stock on OTC Pink, such GS Capital note does not incur penalty and instead the\noutstanding principal amount increases by 20%.

The\ntotal principal outstanding and accrued interest under the above GS Capital notes were $110,500 and $8,364, respectively, as of June\n30, 2024, following conversion of $130,800 of the principal balance, $8,700 accrued interest (including $1,254 at default interest rate)\nand $3,832 conversion fees during the year ended June 30, 2024. The two GS Capital notes with total principal amount of $83,000 are currently\nin default and accrue at a default interest rate of 24% per annum. At June 30, 2024, an aggregate total of $110,500 of the above GS Capital\nnotes were bifurcated with the embedded conversion option which are recorded as derivative liabilities at fair value as of June 30, 2024.

The\ntotal principal outstanding and accrued interest under all of the above GS Capital notes were $252,650 and $23,676, respectively, as\nof June 30, 2025, following conversion of $54,850 of the principal balance and $4,365 accrued interest during the year ended June 30,\n2025. During the year ended June 30, 2025, an aggregate total of $252,650 of the above GS Capital notes were bifurcated with the embedded\nconversion option which were recorded as derivative liabilities at fair value.

The total principal outstanding and accrued interest under all of the above GS Capital notes were both $0, as of\nJune 30, 2026, following conversion of $186,650 of the principal balance, $18,580 accrued interest and $2,812 conversion fees during the\nyear ended June 30, 2026. Additionally, the Company repaid total principal balance of $66,000 and accrued interest of $5,164 in August\n2025.

104\nLLC Securities Purchase Agreement

March\n5, 2024 Securities Purchase Agreement

Effective\nMarch 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC\n(“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal\namount of $50,000 (the “104 Note”), for a purchase price of $46,875, after an original issue discount of $3,125. The Company\nused the net proceeds therefrom for general working capital purposes. The March 5, 2024 104 note was fully converted in August 2025.

June\n20, 2024 Securities Purchase Agreement

Effective\nJune 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase\na convertible promissory note from the Company in the aggregate principal amount of $33,750, for a purchase price of $30,375, after an\noriginal issue discount of $3,375. The Company paid legal and financing costs of $5,200. The Company used the net proceeds therefrom\nfor general working capital purposes. The maturity date of the note was June 20, 2025 and the note bore interest at a rate of eight percent\n(8%) per annum, which may be increased to sixteen percent (16%) in the event of a default. The June 20, 2024 104 note was fully converted\nin August 2025.

The\nprincipal and interest on the notes were convertible into shares of common stock of the Company at the option of 104 at any time following\nthe issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65% of the lowest closing trade price\nof the common stock during the ten (10) trading days prior to conversion (representing a discount of 35%). Notwithstanding the foregoing,\nsuch conversions are subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations\nand similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets. Pursuant to the\nnotes, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase\nof such reserved amount to reflect the Company’s obligations under the notes. The above 104 notes treated as stock settled debt\nunder ASC 480 and accordingly the Company recorded a total of $45,096 was recorded as a put premium during the year ended June 30, 2024.

The maturity date of the\nNote was March 1, 2025 and the 104 Note bore interest at a rate of eight percent (8%) per annum, which may be increased to sixteen percent\n(16%) in the event of a default. During the first 60 days following the date of the Note, the Company had the right to prepay the principal\nand accrued but unpaid interest due under the Note, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid\ninterest, which would increased to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance\ndate, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred\ntwenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period,\nthe Company does not have a right to prepay the Note.

During the first 60 days following the date of\nthe notes, the Company had the right to prepay the principal and accrued but unpaid interest due under the notes, at a one hundred ten\npercent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%)\nif prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days,\nbut less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than\n181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the notes.

The\n104 Note contains certain events of default, including failure to pay principal and interest when due, failure to timely issue the Conversion\nShares, failure to maintain the listing of the Common Stock on at least one of the OTC markets (which specifically includes the quotation\nplatforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements\nwith the U.S. Securities and Exchange Commission, a breach of certain covenants in the Purchase Agreement, default by the Company under\nany other note issued to the Investor, as well as certain customary events of default set forth in the Note, including, among others,\nbreach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation. Upon an event of default, the Note will\nbecome immediately due and payable by the Company. Upon the occurrence of any event of defaults, these notes shall be immediately due\nand payable in an amount equal to 150% default percentage multiplied by the sum of the outstanding principal balances plus accrued interest\nand default interest.

The\ntotal principal amount outstanding under the above 104 financing agreements was $83,750 and accrued interest was $1,429 as of June 30,\n2024.

The\nCompany recorded a total default penalty of $41,563 as additional principal as of June 30, 2025. The total principal amount outstanding\nand accrued interest under all of the above 104 notes was $124,688 including the default penalty and accrued interest of $9,093 as of\nJune 30, 2025, following conversion of $625 of the principal balance and $4,000 accrued interest during fiscal year 2025.

The\ntotal principal amount outstanding and accrued interest under all of the above 104 notes was $0 as of June 30, 2026, following conversion\nof $124,688 of the principal balance and $8,819 accrued interest in August 2025. Accordingly, $44,760 of the put premium was released\nto additional paid in capital in respect to the 104 notes following the conversion of the principal balance.

Geebis\nConsulting Purchase Agreement

December\n13, 2024 Securities Purchase Agreement

On\nDecember 13, 2024, the Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant\nto which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $22,000, such principal\nand the interest thereon were convertible into shares of the Company’s common stock at the option of Geebis. The Geebis note contained\na $2,000 original issue discount. The Company used the net proceeds from the Geebis note for general working capital purposes.

The\nmaturity 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\ninterest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable,\nwhether at the Maturity Date or upon acceleration or by prepayment. The Geebis note was exchangeable for an equal aggregate principal\namount of note of different authorized denominations, as requested by Geebis surrendering the same. The initial conversion price for\nthe 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\nprice of the common stock trades below $450 per share for five consecutive trading days. In the event of default, the conversion price\nshall be equal to the lowest trading price of the common stock on which the Company’s shares are then traded or any exchange upon\nwhich the common stock may be traded in the future.

June\n12, 2025 Securities Purchase Agreement

On\nJune 12, 2025, the Company entered into a securities purchase agreement with Geebis Consulting, LLC (“Geebis”), pursuant\nto which Geebis purchased a convertible redeemable note from the Company in the aggregate principal amount of $25,000, such principal\nand the interest thereon were convertible into shares of the Company’s common stock at the option of Geebis. The Geebis note contained\na $2,500 original issue discount. The Company used the net proceeds from the Geebis note for general working capital purposes. The initial\nconversion 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\nthat the market price of the common stock trades below $75 per share for five consecutive trading days. In the event of default, the\nconversion price shall be equal to 65% of the lowest ten trading price of the common stock on which the Company’s shares were then\ntraded or any exchange upon which the common stock may be traded in the future.

The\nfollowing terms shall apply to all of the above Geebis notes:

Notwithstanding\nthe foregoing, such conversions were subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations,\nreorganizations and similar events set forth in the note, other than a transfer or sale of all or substantially all Company assets. Pursuant\nto the note, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to\nany increase of such reserved amount to reflect the Company’s obligations under the note.Additionally, the conversion price of\nthe Geebis note will be adjusted in favor of the note holder if the Company issues securities with more favorable conversion terms. The\neffective conversion price of the outstanding Geebis note was 60% (representing a 40% discount) of the market price, which was the lowest\nclosing bid prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion. The above\nGeebis notes were bifurcated from the embedded conversion option which were recorded as derivative liabilities at fair value.

During\nthe first 60 to 180 days following the date of the above Geebis notes, the Company had the right to prepay the principal and accrued\nbut unpaid interest due under all of the above notes issued to Geebis, together with any other amounts that the Company may owe Geebis\nunder 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\n180-day period, the Company does not have a right to prepay such notes.

Upon\nthe occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24% per annum\nor, 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\nthe Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under all of the above\nGeebis note, the penalty became $250 per day for each day that the shares were not issued beginning on the 4th day after the conversion\nnotice was delivered to the Company. This penalty increased to $500 per day beginning on the 10th day. In the event that the Company\nloss the bid price of its common stock on OTC markets, such Geebis notes do not incur penalty and instead the outstanding principal amount\nincreases by 20%.

In\nFebruary 2025, the Company repaid $8,000 of the principal amount. The total principal outstanding and accrued interest under all of the\nabove 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\nabove Geebis note was bifurcated with the embedded conversion option which was recorded as derivative liabilities at fair value as of\nJune 30, 2025.

In\nAugust 2025, the Company repaid $25,000 of the principal amount and accrued interest of $2,916. Additionally, the Company fully converted\n$14,000 of the principal balance and $1,423 accrued interest in August 2025. Consequently, the total principal outstanding and accrued\ninterest under all of the above Geebis notes were $0 as of June 30, 2026.

Amortization\nof debt discounts

The Company recorded $12,350 and $244,000 of debt discounts related to\nthe above note issuances during the years ended June 30, 2026 and 2025, respectively. The Company recorded $37,450 and $0 of put premiums\nrelated to the above note issuances during the years ended June 30, 2026 and 2025, respectively. The debt discounts are being amortized\nover the term of the debt and the put premiums are expensed on issuance of the debt with the liability released to additional paid in\ncapital on conversion of the principal.

Amortization of all debt discounts for the years ended June 30, 2026 and\n2025 was $210,076 and $303,563, respectively.

The Company reclassified $114,399 and $10,229 in put premiums to additional\npaid in capital following conversions during the years ended June 30, 2026 and 2025, respectively. Additionally, $37,450 of the put premium\nwas recorded into gain on extinguishment of debt during the year ended June 30, 2026 following repayment of the principal balance.

Legal\nProceedings

We are not currently involved in any litigation that we believe could have a material adverse effect on our financial\ncondition or results of operations. There is no action, suit, or proceeding by any court, public board, government agency, self-regulatory\norganization or body pending or, to the knowledge of the executive officers of our Company or our subsidiary, threatened against or affecting\nour Company, our Common Stock, our subsidiary or of our companies or our subsidiary’s officers or directors in their capacities\nas such, in which an adverse decision could have a material adverse effect.

IRS\nLiability

As\npart of its requirement for having a foreign operating subsidiary, the Company’s parent U.S. entity is required to file an informational\nForm 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between\nthe foreign subsidiary and the parent company. From 2012 through the 2014, the Company did not file this form in a timely manner. As\na 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,\nplus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure\nin the June 30, 2026 and 2025 consolidated balance sheets. The Company recorded the penalties for all three years during\nthe year ended June 30, 2018. The Company is current on all subsequent filings.

MANAGEMENT

Executive\nOfficers and Directors

The\nfollowing table sets forth certain information regarding our current executive officers and directors as of October 1, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position
James\n Nathanielsz	52	Chief\n Executive Officer, Director
Jeaninne\n Zimmerman	48	Chief\n Financial Officer
Dr.\n Ralf Brandt	63	Director
Josef\n Zelinger	74	Independent\n Director
Joseph\n Himy	56	Independent\n Director
Carlo\n Campiciano	72	Independent\n Director

The\nfollowing is a biographical summary of the experience of each of our executive officers and directors:

James\nNathanielsz has served as Chief Executive Officer and director of our Company since its inception, and has served as our Chief Financial\nOfficer since December 2020. He also has served as a director and Chief Executive Officer of Propanc PTY LTD, our Australian subsidiary,\nsince October 2007. From July 2006 until October 2007, Mr. Nathanielsz served as the New Products Manager of Biota Holdings Limited,\nan anti-infective drug development company in Australia. He holds no other public directorships and has not held any others during the\nprevious five years.

Mr.\nNathanielsz graduated with a Bachelor of Applied Science from Swinburne University of Technology in Melbourne, Australia, majoring in\nBiochemistry/Applied Chemistry and with a Master of Entrepreneurship & Innovation.

Our\nboard of directors has concluded that Mr. Nathanielsz is well-qualified to serve on our board of directors and has the requisite qualifications,\nskills and perspectives based on, among other factors, his position with Propanc PTY LTD, his experience in R&D and manufacturing\nand distribution, and due to being our controlling stockholder, as well as his significant business, investment, financial and public\ncompany experience, particularly with biotech companies.

Jeaninne\nZimmerman was appointed as Chief Financial Officer on August 13, 2025. Ms. Zimmerman graduated from St. Jospeh’s College with\na Bachelor of Science degree in accounting. She began her business career at SEC Solutions Group, LLP, which specialized in providing\npublic companies with assistance with their SEC filing requirements where she assisted on all phases of the public filings, including\naudit and review preparation, internal control and SOX 404 testing, financial statement analysis and review, and audit documentation\nmaintenance. Following that, Ms. Zimmerman joined two different public and not-for-profit accounting firms, where she worked with a variety\nof clients including real estate, school districts, manufacturing, distribution, logistics, waste management, and communications. She\nhas vast experience with small and large organizations, with an extensive knowledge of the Accounting Standards Codification.

Dr.\nRalf Brandt is a pharmaceutical and oncology research executive with over thirty years of experience in drug discovery, oncology,\nangiogenesis, and pre-clinical development. He has held senior leadership roles including CEO and Founder of vivoPharm Pty Ltd and vivoPharm\nGlobal Pty Ltd, President Discovery at CGIX and VYANT Bio Inc., and executive positions at Novartis and Bionomics Ltd. Dr. Brandt has\nadvanced more than 50 compounds to clinical studies by generating and presenting non-clinical data to client and/or regulatory bodies,\nholds five international patents, and authored 27 peer-reviewed publications and several book chapters. He is an expert in in-vivo and\nin-vitro pharmacology, cell biology, animal model development, GLP compliance, and translational research, and serves on several scientific\nadvisory boards globally including Propanc Biopharma Inc. He earned his PhD in Biochemistry from the Max-Delbrück Center for Molecular\nMedicine, Berlin, and has received multiple awards including the prestigious Fogarty Fellowship (NIH, USA). .

Josef\nZelinger has served as a director of our Company since December 2020. He holds no other public directorships and has not held any\nothers during the previous five years.

He\nis a Certified Practicing Accountant with 45 years of experience in tax, auditing, finance, investment and management consulting. Mr.\nZelinger also has significant expertise in property management and import/export businesses and he currently serves as a director of\nAggro Investments Pty Ltd, an Australian private company specializing in industrial property rentals, where he provides tax and accounting\nservices as a sole trader. Mr. Zelinger commenced his career as an accountant at L.M. Stanton & Partners - Chartered Accountants,\nsubsequently joining Caston Pty Ltd in 1980, a steel manufacturer, as chief financial officer, and as a director, where he served in\nsuch roles until 1983.

Since\nthe mid-1980s, Mr. Zelinger has served as director in several private investment companies in a range of businesses, including property\nportfolio manager of commercial real estate, import/export businesses and a range of commercial and financial investment companies. Since\n1980, Mr. Zelinger has also operated as a sole practitioner in accountancy and tax consulting.

In\n1973, Mr. Zelinger graduated with a degree in Accounting from RMIT University and was also admitted as a Fellow in Business.

Our\nboard of directors has concluded that Mr. Zelinger is well-qualified to serve on our board of directors due to his experience as director,\nhis corporate governance, tax and auditing expertise, his investment and involvement with the Company since 2010 and his other relevant\nqualifications, skills and perspectives based upon his professional experience.

Joseph\nHimy, Director

Mr.\nJoseph Himy is an experienced Chief Financial Officer with 20 years of diversified practice in a broad range of industries and with businesses\nof a variety of sizes. He received a Bachelor of Science degree in Accounting from Brooklyn College.

He\nbegan his financial career with the big four accounting firm Deloitte & Touche where he was promoted to audit manager within the\nbanking and broker dealer business unit. As Vyteris Inc.’s Chief Financial Officer and member of its management team, Mr. Himy\nsupervised the preparation of financial statements, developed corporate-wide business strategies, was a member of Vyteris’ business\ndevelopment team, and managed the company’s relationships with its bankers, board of directors and investors. As a member of Vyteris\nbusiness development team, Mr. Himy acquired the licenses for complementary drug delivery technologies, introduced Vyteris to an international\npharmaceutical to evaluate its infertility technology and was involved in the due diligence and analysis of acquiring other drug delivery\ntechnologies. Mr. Himy previously held the position of manager of financial reporting at LeCroy Corporation, where he was responsible\nfor implementation of Sarbanes Oxley 404, corporate governance and regulatory compliance in addition to treasury operations and investor\nrelations. Before that, Mr. Himy directed the rapid expansion of Delta Three, Inc.’s foreign subsidiary from 5 to 75 employees\nin his capacity there as Financial Manager.

Currently,\nMr. Himy is the managing director of the CFO Squad. The CFO Squad is a financial and business advisory firm providing outsourced CFO\nadvisory and regulatory consulting services private and public companies. The CFO Squad services include a wide scope of accounting functions\nincluding, SEC services, advisory board services, tax advisory services, management consulting services, regulatory consulting, infrastructure\ndevelopment, internal control evaluations and retainer CFO assignments, etc.

Our\nboard of directors has concluded that Mr. Himy is well-qualified to serve on our board of directors due to his experience as a principal\nfinancial officer with diverse companies and his other relevant qualifications, skills and perspectives based upon his professional experience.

Carlo\nCampiciano

Mr.\nCampiciano is a qualified accountant and member of the Institute of Public Accountants in Australia, and has extensive business experience\nin taxation, finance operations, planning and financial strategy. Mr. Campiciano obtained a Master of Entrepreneurship and Innovation\nfrom Swinburne University of Technology, Graduate Diploma in Computing from Monash University Caulfield (formerly Caulfield Institute\nof Technology) as well as a Bachelor of Business (Accounting) from RMIT University and Certificate in Corporate Governance from the Governance\nInstitute. Mr. Campiciano also holds US GAAP certification. Mr. Campiciano has been the CFO and Company Secretary of MedAdvisor Limited,\na company listed on the Australian Securities Exchange (ASX). Mr. Campiciano was part of the foundation team that launched MedAdvisor\nin 2012 and since its launch has been key in raising several rounds of capital, as well as the company’s listing on the ASX in\nDecember 2015. As part of the executive team of MedAdvisor, Mr. Campiciano has been instrumental in the strategic and operational development\nof the business, which included seeing MedAdvisor expand its operations to be a market leader in Australia as well as establishing the\nbusiness in the USA and Asia. Additionally, Mr. Campiciano spent twelve years lecturing in venture finance in the Masters of Entrepreneurship\nand Innovation program at the Swinburne Graduate School of Entrepreneurship.

Term\nof Office

Our\ndirectors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed\nfrom office in accordance with our Bylaws and the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).\nOur directors hold office after the expiration of his or her term until his or her successor is elected and qualified, or until his or\nher resignation, death or removal in accordance with our Bylaws or the DGCL.

Our\nofficers are appointed by our board of directors and hold office until removed by our board of directors at any time for any reason.

Family\nRelationships

There\nare no family relationships between or among any of our directors or executive officers or persons nominated or chosen by us to become\ndirectors or executive officers.

Director\nIndependence

Our\nboard of directors has reviewed the independence of our directors and has determined that Josef Zelinger qualifies as an independent\ndirector pursuant to applicable SEC rules and regulations and pursuant to NASDAQ Rule 5605. In making this determination, our board of\ndirectors considered the relationships that such director has with us and all other facts and circumstances that our board of directors\ndeemed relevant in determining his independence.

Scientific\nAdvisory Board

We\nhave formed a scientific advisory board (the “Scientific Advisory Board”) that provides advice to our management relating\nto the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	The\n identification, assessment, evaluation, selection, conduct and management of research projects, both those which are under review\n and are in progress;

	●	intellectual\n property; and

	●	commercialization.

The\nScientific Advisory Board may also address issues related to improving project selection, formal review processes and management procedures\nwithin our Company. The Scientific Advisory Board is composed of an advisory panel of clinicians with expertise in translational research.

As\nof October 1, 2026, the members of our Scientific Advisory Board were:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Professor\n Klaus Kutz (also serving as our acting Chief Medical Officer);

	●	Professor\n Macarena Perán;

	●	Professor\n Juan Antonio Marchal Corrales;

	●	Dr.\n Maria Garcia.

Each\nof the members of our Scientific Advisory Board acts as an independent consultant and is compensated on an hourly basis for his or her\nservices. There is presently no stock based compensation for such services. In addition, we may have relationships with entities with\nwhich such members may be associated.

Professor\nKutz is also acting as Chief Medical Officer for Propanc in a non-executive capacity. His compensation continues to be based on an hourly\nrate as per his advisory board agreement. Propanc intends to appoint Professor Kutz as Chief Medical Officer of Propanc in either a full-time\nor part-time executive officer capacity at a time that is mutually agreed upon between both parties.

The\nfollowing is a biographical summary of the experience of each member of our Scientific Advisory Board:

Professor\nKlaus Kutz has over 20 years of experience as an independent consultant in Clinical Pharmacology and Safety for pharmaceutical companies\nand clinical research organizations. His specialty over the last six years is oncology, including preparation of multiple NDAs and INDs\nfor small and medium sized pharmaceutical companies. He has prepared, organized and reported clinical Phase I studies in oncology and\nPhase II studies in different cancer indications (prostate, gastric, ovarian, small cell lung cancer) and Non-Hodgkin’s lymphoma.\nProfessor Kutz has more than 13 years of experience as Head of Clinical Pharmacology with world-wide responsibilities for Phase I and\nClinical Pharmacokinetics in two internationally operating pharmaceutical companies, setting up and restructuring international clinical\npharmacology departments. His achievements include the successful world-wide registration of multiple important compounds for Sandoz\nPharma Ltd, a pharmaceutical company, by preparing multiple NDAs and expert reports (including written summaries), as well as preparing\nmultiple IND applications for Sandoz Pharma Ltd and Sanofi Research. He is a specialist for Internal Medicine, Gastroenterology, and\nClinical Pharmacology and he is also Professor of Medicine at the University of Bonn, Germany.

Professor\nMacarena Perán holds a B.S. in Biology and an M.S. in Biochemistry and Molecular Biology from the University of Málaga,\nSpain. Dr. Perán moved to the Neuroscience Department at Durham University in the UK, where she studied the Cellular Distribution\nand Immobilization of GABAA Receptors on the cell membrane and graduated in 2000 with a Ph.D. She moved back to Spain and completed another\nPh.D. program in the Faculty of Medicine focused on Changes in the Behavior of Central Nervous Proteins. She also completed a second\nPh.D. from Granada University. In 2005 and 2006, she attended the University of Bath, UK, working in Professor David Tosh’s lab,\nand changed her research interest to the development of new anti-cancer drugs and cell therapy for regenerative medicine. In 2011, she\nspent a year as a visiting scientist in the Salk Institute for Biological Studies in California, working in Professor Juan Carlos Izpisua-Belmonte’s\nlab. Currently, Dr. Perán is Reader in Anatomy at the University of Jaén in Spain and is working with the Institute of\nPathobiology and Regenerative Medicine (IBIMER).

Professor\nJuan Antonio Marchal Corrales is Professor of Anatomy and Embryology at the Faculty of Medicine of University of Granada. He graduated\nin Medicine and Surgery in 1992, obtaining the degree “summa cum laude”. He defended his doctoral thesis in 1996. Prof. Marchal\nhas worked at three universities in different educational categories and is responsible for the research group “Differentiation,\nRegeneration and Cancer”. He has participated in 39 research projects of national and international character, being principal\ninvestigator in 13 of them. He has a total of 145 publications in journals, of which 125 are listed in the Journal Citation Reports.\nHe has spent time at the University of Sassari in Italy and as visiting professor. He is inventor of 14 patents, 4 of them licensed.\nHe is a member of the Advisory Board of the International Graduate School of the University of Granada, member of the standing committee\nof the Scientific Council and coordinator of Area Research in the Biosanitary Institute of Granada (ibs.GRANADA) and member of the Governing\nBoard at the Institute of Pathobiology and Regenerative Medicine (IBIMER). He has recently been named director of the Chair Drs. Galera\nand Requena of Cancer Stem Cell Research at the University of Granada.

Dr.\nMaria Garcia graduated in Biology from University of Granada in Spain in 1997, became a molecular biologist working in the National\nCentre of Biotechnology, characterizing the mechanism of action of “Protein kinase induced by interferon: PKR”. These studies\ngave rise to a PhD title awarded with an Extraordinary Thesis Award by the Autonomous University of Madrid in 2004. In 2002, Dr. García\ncompleted a three-month stay at the University of Wyoming with Dr. Roth. During the postdoctoral period, she obtained major public and\nprivate funding to characterize new activity of the main tumor suppressor genes that are mutated in more than 50% of human cancers, such\nas p53, ARF and Rb. Dr. García currently has a competitive research contract from the National Health System to lead translational\ncancer research, aiming at the integration of basic, clinical and epidemiological cancer research in the University Hospital Complex\nof Granada. She leads a line of research involving new antitumor drugs, biological therapies, biomarkers and cancer stem cell studies.\nDr. García has more than 30 peer-reviewed publications in international journals with an average impact factor of 5 and a H-Index\nof 14.

Board\nLeadership Structure and Risk Oversight

The\nBoard oversees our business and considers the risks associated with our business strategy and decisions. The Board currently implements\nits risk oversight function as a whole. As such, it is important for us to have our Chief Executive Officer serve on the Board as he\nplays key roles in the risk oversight of our Company. Each of the Board committees, when established prior to the effectiveness of the\nregistration statement of which this prospectus is a part, will also provide risk oversight in respect of its areas of concentration\nand report material risks to the Board for further consideration.

Board\nCommittees

The\nBoard has established the following three standing committees: audit committee (the “Audit Committee”); compensation committee\n(the “Compensation Committee”); and nominating and governance committee (the “Nominating Committee”). Our independent\ndirectors, once appointed, will serve on each committee. Our Board will adopt written charters for each of these committees. Upon consummation\nof this offering, copies of the charters will be available on our website at www.propanc.com. Our Board may establish other committees\nas it deems necessary or appropriate from time to time.

The\nBoard may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating\nsuch creation or delegation. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. The\ncreation or appointment of a committee does not relieve the Board or its members from their standard of care

Audit\nCommittee

The\nAudit Committee, among other things, will be responsible for:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	appointing;\n approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent\n auditor;

	●	reviewing\n the internal audit function, including its independence, plans, and budget;

	●	approving,\n in advance, audit and any permissible non-audit services performed by our independent auditor;

	●	reviewing\n our internal controls with the independent auditor, the internal auditor, and management;

	●	reviewing\n the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management;

	●	overseeing\n our financial compliance system; and

	●	overseeing\nour major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit\nfunction, and information technology.

The\nBoard has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit\ncommittee members under SEC rules and Nasdaq listing rules. Effective upon the completion of this offering the Board will adopt a written\ncharter setting forth the authority and responsibilities of the Audit Committee. The Board will affirmatively determined that each member\nof the Audit Committee is financially literate, and that it has a member who meets the qualifications of an Audit Committee financial\nexpert under the rules promulgated by the SEC.

The Audit Committee will consist of Josef Zelinger, Joseph Himy and Carlo\nCampiciano and Josef Zelinger will chair the Audit Committee. We believe that, after consummation of this offering, the functioning of\nthe Audit Committee will comply with the applicable requirements of the rules and regulations of the Nasdaq listing rules and the SEC.

Compensation\nCommittee

The\nCompensation Committee will be responsible for:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing\n and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO;

	●	overseeing\n and administering the Company’s executive compensation plans, including equity-based awards;

	●	negotiating\n and overseeing employment agreements with officers and directors; and

	●	overseeing\n how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking\n incentives.

Effective\nupon the completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the\nCompensation Committee.

The Compensation Committee will consist of Josef Zelinger, Joseph Himy\nand Carlo Campiciano Josef Zelinger will chair the Compensation Committee. The Board has affirmatively determined that each member of\nthe Compensation Committee meets the independence criteria applicable to compensation committee members under SEC rules and Nasdaq listing\nrules. The Company believes that, after the consummation of the offering, the composition of the Compensation Committee will meet the\nrequirements for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements\nof the rules and regulations of Nasdaq listing rules and the SEC.

Nominating\nand Corporate Governance Committee

The\nNominating and Corporate Governance Committee, among other things, will be responsible for:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	reviewing\n and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion\n and succession issues;

	●	evaluating\n and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole;

	●	working\n with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity\n considerations, for the full Board and each committee;

	●	annually\n presenting to the Board a list of individuals recommended to be nominated for election to the Board;

	●	reviewing,\n evaluating, and recommending changes to the Company’s corporate governance principles and committee charters;

	●	recommending\n to the Board individuals to be elected to fill vacancies and newly created directorships;

	●	overseeing\n the Company’s compliance program, including the code of business conduct and ethics; and

	●	overseeing\n and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including\n leadership, structure, and succession planning, may affect the Company’s major risk exposures.

Effective\nupon completion of this offering, the Board will adopt a written charter setting forth the authority and responsibilities of the Nominating\nand Corporate Governance Committee.

The Nominating and Corporate Governance Committee will consist of Josef\nZelinger, Joseph Himy and Carlo Campiciano. Josef Zelinger will chair the Nominating and Corporate Governance Committee. The Board has\ndetermined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the independent\ndirector guidelines of Nasdaq listing rules.

Compensation\nCommittee Interlocks and Insider Participation

None\nof the Company’s executive officers serves, or in the past has served, as a member of the Board or the Compensation Committee,\nor other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the\nBoard or its Compensation Committee. None of the members of the Compensation Committee is, or has ever been, an officer or employee of\nthe company.

Corporate\nGovernance Guidelines

Prior\nto the completion of this offering, the Board will adopt corporate governance guidelines in accordance with the corporate governance\nrules of Nasdaq.

Involvement\nin Certain Material Legal Proceedings During the Last Ten Years

During\nthe past ten years, none of our current directors or executive officers has been:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	the\n subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer\n either at the time of the bankruptcy or within two years prior to that time;

●	convicted\n in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

●	subject\n to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently\n or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking\n activities;

●	found\n by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a\n federal or state securities or commodities law, that has not been reversed, suspended, or vacated;

●	subject\n of, or a party to, any order, judgment, decree or finding, not subsequently reversed, suspended, or vacated, relating to an alleged\n violation of a federal or state securities or commodities law or regulation, law or regulation respecting financial institutions\n or insurance companies, law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

●	subject\n of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization,\n any registered entity or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members\n or persons associated with a member.

None\nof our directors, officers or affiliates, or any beneficial owner of 5% or more of our Common Stock, or any associate of such persons,\nis an adverse party in any material proceeding to, or has a material interest adverse to, us or any of our subsidiaries.

Clawback\nPolicy

The\nboard of directors has adopted a Clawback Policy (the “Clawback Policy) to apply to all our executive officers. The purpose of\nthe Clawback Policy is to recoup incentive compensation awarded to executive of the Company if the Company’s financial statements\nare required to be restated, regardless of cause, including, without limitation, due to: (i) material noncompliance with any financial\nreporting requirements under the federal securities laws, (ii) an error, miscalculation or omission, or (iii) the commission of an act\nof fraud or other misconduct, including dishonesty, unethical conduct or falsification of the Company’s records, then the Compensation\nCommittee shall, on behalf of the Company and to the extent legally possible, recoup any incentive compensation awarded or paid to any\nExecutive Officer during the Recoupment Period of three (3) years.

Code\nof Ethics

The\nboard of directors has adopted a Code of Ethics (the “Code of Ethics”) to apply to all of our directors, officers and employees.\nThe Code of Ethics is intended to promote ethical conduct and compliance with laws and regulations, to provide guidance with respect\nto the handling of ethical issues, to implement mechanisms to report unethical conduct, to foster a culture of honesty and accountability,\nto deter wrongdoing and to ensure fair and accurate financial reporting. A copy of the Code of Ethics is available at our website www.propanc.com.

EXECUTIVE\nCOMPENSATION

The following table sets forth the compensation paid or accrued by us to our Executive Officers for the fiscal years\nended June 30, 2026 and 2025.

Summary\nCompensation Table

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year		Salary ($) ⁽²⁾			Bonus ($)		Option and Stock Awards ($)		All Other Compensation ($)			Total ($)
James Nathanielsz ⁽¹⁾		2025		$	394,200		$	130,086	⁽³⁾	$	18,000,000	⁽⁴⁾		$	39,446	⁽⁵⁾	$	18,563,732
Chief Executive Officer and Chief Financial Officer		2026		$	414,720		$	228,096	⁽³⁾	$	980,000	⁽⁴⁾		$	67,624	⁽⁵⁾	$	1,690,440
Jeannine Zimmerman ⁽¹⁾		2025		$	-		$	-		$	-			$	-		$	-
Chief Financial Officer		2026		$	33,750		$	-		$	280,000	⁽⁴⁾		$	-		$	313,750

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	For purposes of the information included in this “Executive Compensation”\nsection, including the table above, the conversion rates as of June 30, 2026 and 2025, $0.6912 and $0.6570, respectively, were used to\nconvert dollar amounts from AUD to USD. Mr. Nathanielsz served as Chief Financial Officer until August 13, 2025. Ms. Jeaninne Zimmerman\nwas appointed as Chief Financial Officer on August 13, 2025.

	(2)	Under the Nathanielsz Employment Agreement (as defined below), Mr. Nathanielsz\nreceived a gross annual salary of $400,000 AUD ($309,313 USD) per year effective February 1, 2018 as approved by the board of directors.\nMr. Nathanielsz has also accrued unused annual and long service leave in the amounts of $997,199 AUD ($689,264 USD) and $934,185 AUD ($613,853\nUSD) for the fiscal years ended June 30, 2026 and 2025, respectively, which are included in the total above. On August 1, 2022, the board\nof directors approved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900\nUSD), effective July 1, 2022. Effective October 1, 2025, the Board approved an annual salary of $45,000 to the Chief Financial Officer,\nMs. Zimmerman.

	(3)	In June 2025, the Board approved a bonus of $198,000 AUD or $130,086 USD. In\nAugust 2026, the Board approved a bonus of $330,000 AUD or $228,096 USD for FY 2026.

	(4)	In March 2025, the Board approved stock issuance of 120,000 shares of common stock valued at $18,000,000 USD to Mr.\nNathanielsz. In March 2026, the Board approved stock issuance of 280,000 shares of common stock valued at $980,000 USD to Mr. Nathanielsz.\nIn March 2026, the Board approved stock issuance of 80,000 shares of common stock valued at $280,000 USD to Ms. Zimmerman.

	(5)	Under the Nathanielsz Employment Agreement, Mr. Nathanielsz receives an\n12.0% contribution to a pension of which he is the beneficiary and amounted to $60,415 USD and $30,222 USD for the years ended June 30,\n2026 and 2025, respectively. In addition, pursuant to the Nathanielsz Employment Agreement, we may make a monthly payment to cover the\ncosts relating to Mr. Nathanielsz use of a vehicle and certain fringe benefits. For the fiscal years ended June 30, 2026 and 2025, $7,209\nUSD and $9,224 USD, respectively, was paid to Mr. Nathanielsz for use of a vehicle.

Narrative\nto Summary Compensation Table

Employment\nAgreement with James Nathanielsz

The\nCompany and Mr. Nathanielsz entered into an employment agreement as of May 14, 2019 (the “Nathanielsz Employment Agreement”)\nsetting forth the terms and conditions of Mr. Nathanielsz employment as the Company’s President and Chief Executive Officer. The\nNathanielsz Employment Agreement also contemplates that Mr. Nathanielsz serves as a member of the board of directors.

The\nNathanielsz Employment Agreement provides that Mr. Nathanielsz will receive a base salary of $33,333 AUD ($23,050 USD) per month ($400,000\nAUD ($309,313 USD) annually) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5% of his monthly salary. On August\n1, 2022, the board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to\n$600,000 AUD ($414,900 USD), effective July 1, 2022. Mr. Nathanielsz may convert any accrued but unpaid salary into Common Stock at the\nend 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\npar value or higher than the closing bid price on the date of conversion. The Company has also agreed to pay Mr. Nathanielsz an annual\ndiscretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Board and based upon the\nperformance of the Company.

Mr.\nNathanielsz is entitled to twenty days of annual leave and ten days of paid sick leave. Mr. Nathanielsz is also entitled to participate\nin employee benefits plans, fringe benefits and perquisites maintained by the Company to the extent the Company provides similar benefits\nor perquisites (or both) to similarly situated executives of the Company.

In\nthe event that the Company provides notice of non-renewal of the Nathanielsz Employment Agreement, the Company terminates Mr. Nathanielsz\nwithout cause (as defined in the Nathanielsz Employment Agreement) or Mr. Nathanielsz terminates his employment for good reason (as defined\nin the Nathanielsz Employment Agreement), the Company has agreed to pay Mr. Nathanielsz a severance payment in an amount equal to Mr.\nNathanielsz’s base salary for the year of termination in addition to accrued but unpaid salary, reimbursement of expenses and certain\nother employee benefits as determined under the terms of the applicable plans (“Accrued Amounts”). In the event that Mr.\nNathanielsz provides notice of non-renewal of the Nathanielsz Employment Agreement, the Company terminates Mr. Nathanielsz for cause\nor Mr. Nathanielsz terminates his employment without good reason, Mr. Nathanielsz is only entitled to the Accrued Amounts.

The\nCompany has agreed to indemnify Mr. Nathanielsz for any liabilities, costs and expenses incurred in the event that he is made a party\nto a proceeding due to his roles with the Company, other than any proceeding initiated by Mr. Nathanielsz or the Company relating to\nany dispute with respect to the Nathanielsz Employment Agreement or Mr. Nathanielsz’s employment.

Under\nthe terms of the Nathanielsz Employment Agreement, Mr. Nathanielsz is also subject to certain restrictive covenants, including a one-year\nnon-compete.

Amended\nand Restated Services Agreement with Julian Kenyon

On\nMay 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr.\nKenyon, the Company’s former Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year\nrenewals, at an annual salary of $54,000 AUD ($41,580 USD). In connection with the execution of the Services Agreement, Dr. Kenyon\nwas designated as an executive officer of the Company and assumed a more active executive role with the Company. Pursuant to the\nServices Agreement, Dr. Kenyon was granted options to purchase de minimis shares of Common Stock (the “Kenyon Options”),\nwith an exercise price per share of $6,375,000,000,000 (100% of the closing market price of the Common Stock on May 14, 2019, the\ndate of approval of such grant by the board of directors), (ii) de minimis restricted stock units of the Company (the “Initial\nKenyon RSUs”), and (iii) an additional de minimis restricted stock units of the Company (the “Additional Kenyon\nRSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan (as defined below) approved by the\nCompany’s board of directors on the effective date of the Services Agreement. The Kenyon Options have a term of 10 years from\nthe date of grant. One third of the Kenyon Options vest every successive one-year anniversary following such effective date,\nprovided, that on each such vesting date Dr. Kenyon is employed by the Company and subject to the other provisions of the Services\nAgreement. The Initial Kenyon RSUs vest on the one-year anniversary of such effective date, subject to Dr. Kenyon’s continued\nemployment with the Company through such vesting date. The Additional Kenyon RSUs vest as follows, subject to Dr. Kenyon’s\ncontinued employment with the Company through the applicable vesting date: (i) de minimis of the Additional Kenyon RSUs vest upon\nthe Company submitting the CTA for PRP for the Study (as defined in the Services Agreement) in an applicable jurisdiction to be\nselected by the Company, (ii) de minimis of the Additional Kenyon RSUs vest upon the Company completing an equity financing in the\namount of at least $4,000,000 in gross proceeds, (iii) de minimis of the Additional Kenyon RSUs vest upon the shares of Common Stock\nbeing listed on a senior stock exchange (New York Stock Exchange, NYSE American, or the Nasdaq Stock Market), and (iv) the remaining\nof the Additional Kenyon RSUs vest upon the Company enrolling its first patient in the Study. Each vested Kenyon RSU will be settled\nby delivery to Mr. Kenyon of one share of Common Stock and/or the fair market value of one share of Common Stock in cash, at the\nsole discretion of the board of directors and subject to the 2019 Plan, on the first to occur of: (i) the date of a Change of\nControl (as defined in the Services Agreement), (ii) the date that is ten business days following the vesting of such Kenyon RSU,\n(iii) the date of Dr. Kenyon’s death or Disability (as defined in the Services Agreement), and (iv) Dr. Kenyon’s\nemployment being terminated either by the Company without Cause or by Dr. Kenyon for Good Reason (as each term is defined in the\nServices Agreement). In the event of a Change of Control, 50% of any unvested portion of the Kenyon Options and the Kenyon RSUs vest\nimmediately prior to such event. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the\nServices Agreement. There are de minimis amount of vested options and vested restricted stock unit that are considered issuable as of June 30, 2026 and 2025.

Effective\nFebruary 20, 2026, Dr. Julian Kenyon retired and stepped down from the Board of Directors of the Company to focus on his personal and\nfamily life. Dr. Kenyon will remain a medical advisor to the Company. That same day, the Board filled the vacancy left by Dr. Kenyon\nand appointed Dr. Ralf Brant to serve on the Board until his removal or resignation.

2019\nEquity Incentive Plan

On\nMay 14, 2019, our board of directors adopted our 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of\n234 shares of our Common Stock for issuance under the 2019 Plan. As described below, incentive awards authorized under the 2019 Plan\ninclude, but are not limited to, incentive stock options within the meaning of Section 422 of the Code. If an incentive award granted\nunder the 2019 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with the\nexercise of an incentive award, the shares subject to such award and the surrendered shares will become available for further awards\nunder the 2019 Plan.

Administration

Our\nboard of directors will administer the 2019 Plan. Subject to the terms of the 2019 Plan, our board of directors has complete authority\nand discretion to determine the terms upon which awards may be granted under the 2019 Plan.

Grants

The\n2019 Plan authorizes the grant to participants of nonqualified stock options, incentive stock options, restricted stock awards, restricted\nstock units, performance grants intended to comply with Section 162(m) of the Code and stock appreciation rights, as described below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	Options\n granted under the 2019 Plan entitle the grantee, upon exercise, to purchase up to a specified number of shares from us at a specified\n exercise price per share. The exercise price for shares of Common Stock covered by an option generally cannot be less than the fair\n market value of Common Stock on the date of grant unless agreed to otherwise at the time of the grant. In addition, in the case of\n an incentive stock option granted to an employee who, at the time the incentive stock option is granted, owns stock representing\n more than 10% of the voting power of all classes of stock of the Company or any parent or subsidiary, the per share exercise price\n will be no less than 110% of the fair market value of Common Stock on the date of grant.

	●	Restricted\n stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may\n include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance\n goals for restricted stock units.

	●	The\n board of directors may make performance grants, each of which will contain performance goals for the award, including the performance\n criteria, the target and maximum amounts payable, and other terms and conditions.

	●	The\n 2019 Plan authorizes the granting of stock awards. The board of directors will establish the number of shares of our Common Stock\n to be awarded (subject to the aggregate limit established under the 2019 Plan upon the number of shares of our Common Stock that\n may be awarded or sold under the 2019 Plan) and the terms applicable to each award, including performance restrictions.

\n \n \n \n \n

●

Stock\n appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number\n of shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a\n share of Common Stock on the date of exercise of the SAR and the market price of a share of our Common Stock on the date of grant\n of the SAR.

Duration,\nAmendment, and Termination

Our\nboard of directors has the power to amend, suspend or terminate the 2019 Plan without stockholder approval or ratification at any time\nor from time to time. No change may be made that increases the total number of shares of Common Stock reserved for issuance pursuant\nto incentive awards or reduces the minimum exercise price for options or exchange of options for other incentive awards, unless such\nchange is authorized by our stockholders within one year of such change. Unless sooner terminated, the 2019 Plan would terminate ten\nyears after it is adopted.

No\nawards or any shares of our Common Stock were issued during the fiscal year 2026 under the 2019 Plan.

Outstanding\nEquity Awards at Fiscal Year-End

The\nfollowing table sets forth certain information with respect to grants of plan-based awards for the fiscal year ended June 30, 2026\nto the Named Executive Officer. Except as set forth below, all of the outstanding equity awards granted to our Named Executive Officer\nwere fully vested as of June 30, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Option awards				Stock awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date	Number of Shares, Units or Other Rights That Have Not Vested (#)		Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
James Nathanielsz ⁽¹⁾		0.00000003		-		$	7,012,500,000,000		May 13, 2029		0.00000003	165,747
Julian Kenyon ⁽²⁾		0.000000013		-		$	6,375,000,000,000		May 13, 2029		0.000000013	82,873

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(1)	On\n May 14, 2019, the board of directors granted Mr. Nathanielsz an option to purchase 0.00000003 shares of Common Stock at an exercise\n price of $7,012,500,000,000 per share and 0.00000003 performance-based restricted stock units. The fair value of such options and\n restricted stock units at the grant date was $165,747 and $331,493, respectively. 0.00000003 of such restricted stock units vested\n on May 14, 2020 and the balance is subject to performance conditions.

	(2)	On\n May 14, 2019, the board of directors granted Mr. Kenyon an option to purchase 0.000000013 shares of Common Stock at an exercise price\n of $6,375,000,000,000 per share and 0.00000013 performance-based restricted stock units. The fair value of such options and restricted\n stock units at the grant date was $82,873 and $165,747, respectively. 0.000000013 of such restricted stock units vested on May 14,\n 2020 and the balance is subject to performance conditions.

Director\nCompensation for the Fiscal Year Ended June 30, 2026

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Fees earned or paid in cash ($)			Option and Stock Awards ($)			All Other Compensation ($)		Total ($)
Julian Kenyon ⁽¹⁾	$	14,956	⁽²⁾		$	-		$	-	$	14,956
Dr. Ralf Brandt ⁽³⁾	$	28,125	⁽⁴⁾		$	280,000	⁽⁵⁾	$	-	$	308,125
Josef Zelinger ⁽³⁾	$	45,000	⁽⁴⁾		$	280,000	⁽⁵⁾	$	-	$	325,000
Joseph Himy ⁽³⁾	$	33,750	⁽⁴⁾		$	280,000	⁽⁵⁾	$	-	$	313,750
Annie VanBroekhoven⁽³⁾	$	33,750	⁽⁴⁾		$	280,000	⁽⁵⁾	$	-	$	313,750

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

⁽¹⁾	For purposes of the information included in the table, the conversion rate\nas of June 30, 2026, $0.6912 was used to convert amounts from AUD to USD.

⁽²⁾	Effective May 2019, Dr. Kenyon received gross monthly compensation of $4,500\nAUD or $3,264 USD per month for his services as a director of our Company. Effective February 20, 2026, Dr. Julian Kenyon retired and\nstepped down from the Board of Directors of the Company to focus on his personal and family life. Dr. Kenyon will remain a medical advisor\nto the Company. That same day, the Board filled the vacancy left by Dr. Kenyon and appointed Dr. Ralf Brant to serve on the Board until\nhis removal or resignation.

⁽³⁾	Mr. Zelinger, Mr. Himy and Ms. VanBroekhoven were appointed as Directors on August 13, 2025. Mr. Brandt was appointed\nas Director on February 20, 2026. In July 2026, Ms. VanBroekhoven resigned as a Director.

⁽⁴⁾	Effective October 1, 2025, the Board approved annual\nsalaries of $45,000 to Independent and Non-independent Directors and $60,000 for Audit, Compensation and Nominating or Corporate Governance\nCommittee Chairman. \n

⁽⁵⁾	In March 2026, the Board approved stock issuances of 80,000 shares of common stock valued at $280,000 USD to each\ndirectors.

Other\nDirector Compensation

Directors\nare reimbursed for reasonable expenses incurred in attending meetings and carrying out duties as board members.

Scientific\nAdvisory Board Members Compensation

The\nCompany has entered into Scientific Advisory Board Member Agreements with certain members of its Scientific Advisory Board (the “SAB\nAgreements”). The SAB Agreements contain substantially similar terms and primarily relate to the protection of the Company’s\nintellectual property and include provisions for the members’ compensation for the services performed as a member of the Scientific\nAdvisory Board. Mr. Kutz and Dr. Brandt each are paid a monetary fee for each year of service provided.

The\nfollowing sets forth information as of October 5, 2024, regarding the number of shares of our Common Stock beneficially owned by (i)\neach person that we know beneficially owns more than 5% of our outstanding voting securities, (ii) each of our directors and named executive\nofficer and (iii) all of our directors and named executive officers as a group.

The\namounts and percentages beneficially owned are reported on the basis of SEC rules governing the determination of beneficial ownership\nof securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares\n“voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,”\nwhich includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner\nof any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise or conversion\nof any equity or debt securities, as applicable. Under these rules, more than one person may be deemed a beneficial owner of the same\nsecurities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless\notherwise indicated, each of the stockholders named in the table below, or his or her family members, has sole voting and investment\npower with respect to such shares listed below. Except as otherwise indicated, the address of each of the stockholders listed below is\nc/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124, Australia.

Shares\nBeneficially Owned

The\nfollowing sets forth information as of October 1, 2026 regarding the number of shares of our Common Stock and Series B Preferred Stock\nbeneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock and Series B Preferred\nStock, (ii) each of our directors and named executive officer and (iii) all of our directors and named executive officers as a group.

The\namounts and percentages of our Common Stock beneficially owned are reported on the basis of SEC rules governing the determination of\nbeneficial ownership of securities. Under the SEC rules, a person is deemed to be a “beneficial owner” of a security if that\nperson has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment\npower,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial\nowner of any securities of which that person has the right to acquire beneficial ownership within 60 days through the exercise of any\nstock option, warrant or other right, and the conversion of preferred stock. Under these rules, more than one person may be deemed a\nbeneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has\nno economic interest. Unless otherwise indicated, each of the shareholders named in the table below, or his or her family members, has\nsole voting and investment power with respect to such shares of our Common Stock. Except as otherwise indicated, the address of each\nof the shareholders listed below is: c/o Propanc Biopharma, Inc., 302, 6 Butler Street, Camberwell, VIC, 3124 Australia.

	Common Stock Beneficially Owned		Series B Preferred Stock Beneficially Owned
Name and Address of Beneficial Owner	Number of Shares \n Beneficially Owned		Percentage of Class⁽¹⁾		Number\nof Shares Beneficially\nOwned	Percentage of Class⁽²⁾

Directors and Executive Officers:

James Nathanielsz⁽³⁾		1,762,006		17.92	%	1	100	%

Dr. Ralf Brandt		330,301		3.36	%	0	0	%

Josef Zelinger⁽⁴⁾		410,006		4.17	%	0	0	%

Joseph Himy⁽⁵⁾		332,000		3.38	%	0	0	%

Carlo Campiciano		250,000		2.54	%	0	0	%

Jeannine Kingsley		332,000		3.38	%	0	0	%

All directors and executive officers, as a group (6 persons)		33,416,313		34.75	%	1	100	%

\n \n \n \n \n \n \n \n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n

(1)	Applicable percentages are based on 9,831,116 shares of our Common Stock\noutstanding as of October 1, 2026.

(2)	Each holder of shares of Series B Preferred\n Stock is entitled to votes equivalent to the total number of shares of common stock outstanding as of the record date for the\n determination of stockholders entitled to vote. \n

(3)	Includes (i) 5 shares of our Common Stock owned held by North\nHorizon Pty Ltd., which is the trustee of the Nathanielsz Family Trust. Mr. Nathanielsz has investing and dispositive power and a pecuniary\ninterest in such shares held by such trust. In addition, such ownership includes (ii) 0.00000003 vested stock options for the purchase\nof up to 0.00000003 shares of our Common Stock, (iii) 0.00000003 vested restricted stock units and 362,001 shares of Common Stock held\nby Mrs. Nathanielsz, the spouse of Mr. Nathanielsz, as to which shares Mr. Nathanielsz disclaims beneficial ownership.

(4)	Beneficial ownership includes (i) 10 shares of Common Stock\nissuable upon exercise of a Common Stock purchase warrant held by Aggro Investments Pty Ltd, which Mr. Zelinger wholly owns and controls,\nwhich is subject to a 4.99% beneficial ownership limitation providing that a holder of such warrant will not have the right to exercise\nany portion thereof if the holder, together with its affiliates, would beneficially own in excess of 4.99% or 9.99%, as applicable, of\nthe Common Stock outstanding, provided that upon at least 61 days’ prior notice to us, the holder may increase or decrease such\nlimitation up to a maximum of 9.99% of the shares of Common Stock outstanding. The principal business address of Aggro Investments Pty\nLtd is 9 Seymour Road, Elsternwick, Victoria, Australia, 3185.

(5)	Includes\n 332,000 shares held by The CFO Squad as nominee for Joesph Himy. Mr. Himy has investing and dispositive power and a pecuniary\n interest in such shares held by The CFO Squad.

DESCRIPTION\nOF OUR SECURITIES

General

The\nfollowing description of our Common Stock and provisions of our Articles of Incorporation and bylaws are summaries and are qualified\nby reference to such Articles of Incorporation and bylaws that will be in effect upon the closing of this offering. By becoming a shareholder\nin our Company, you will be deemed to have notice of and consented to these provisions of our Articles of Incorporation and bylaws.

Authorized\nCapital Stock

Our authorized capital stock consists of 10,000,000,000 shares of Common\nStock, $0.001 par value per share, and 1,500,005 shares of preferred stock, $0.01 par value per share, of which 500,000 shares have been\ndesignated as Series A preferred stock, and 5 shares have been designated as Series B Preferred Stock, and 9,900 shares have been designated\nas Series C Preferred Stock. As of October 1, 2026, there were 9,831,116 shares of Common Stock issued and outstanding, one share of Series\nB Preferred Stock issued and outstanding, 100 shares of Series C Preferred Stock issued and outstanding and no shares of Series A preferred\nstock issued and outstanding.

Common\nStock

Voting

Holders\nof our Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, including\nthe election of directors, and do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of our Common\nStock entitled to vote in any election of directors can elect all of the directors standing for election.

Dividend

Subject\nto preferences that may be applicable to any then outstanding preferred stock, the holders of Common Stock are entitled to receive dividends,\nif any, as may be declared from time to time by our board of directors out of legally available funds.

Liquidation

In\nthe event of our liquidation, dissolution or winding up, holders of our Common Stock will be entitled to share ratably in the net assets\nlegally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the satisfaction\nof any liquidation preference granted to the holders of any outstanding shares of preferred stock.

Rights\nand Preferences

Holders\nof our Common Stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions applicable\nto our Common Stock. The rights, preferences and privileges of the holders of our Common Stock are subject to, and may be adversely affected\nby, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.

Fully\nPaid and Nonassessable

All\nof our outstanding shares of Common Stock are, and the shares of Common Stock to be issued in this offering will be, fully paid and nonassessable.

Series\nB Preferred Stock

Pursuant\nto a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred\nstock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”).\nEach holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number\nof shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of\nstockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of\nthe Company. One share of Series B Preferred Stock is issued and outstanding as of October 1, 2026. Mr. Nathanielsz, the Company’s\nChief Executive Officer, directly beneficially owns such one (1) share of Series B Preferred Stock. The Series B Preferred Stock are\nvoting shares only and have no conversion rights, liquidation rights, or dividends.

Series\nC Preferred Stock

At\nany time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of Common Stock of\nthe Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $10,000 by the conversion\nprice. The conversion price shall be the lesser of the fixed conversion price of $125.00 per share or 85% of the of the lowest trading\nprice of the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company and ending on the\ntrading day on which the aggregate dollar volume of the Company’s common stock exceeds the product of the conversion amount set\nforth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the shares of common stock issuable\nupon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such period, the “Conversion Measuring\nPeriod”); provided, however, that each day on which (i) the Common Stock has been suspended for trading on all Eligible Markets,\n(ii) Conversion Shares cannot be sold by the Holder because of violation of Section 32 by the Company, or (iii) Conversion Shares are\nnot delivered after the Share Delivery Deadline, that day’s dollar volume shall be excluded from the calculation of the total aggregate\ndollar volume of the Conversion Measuring Period. All such determinations to be appropriately adjusted for any stock dividend, stock\nsplit, stock combination, reclassification or similar transaction that proportionately decreases or increases the Common Stock during\nsuch Conversion Measuring Period; provided further that in no event shall the Conversion Price be lower than the Floor Price of $12.50,\nwhich is subject to adjustment at the Board’s discretion. In February 2026, the floor price was adjusted to a new floor price\nof $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\nprice is $0.05.

In\nJanuary 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\nC Preferred stock during such period.

In\nFebruary 2026, the Company received aggregate gross proceeds of $500,000 from the exercise of approximately 50 Series C Warrants with\nan exercise price of $10,000 per share and issued 50 shares of Series C preferred stock.

Between\nMarch 2026 and April 2026, the Company issued an aggregate of 452,489 shares of its common stock as a result of the conversion of 50\nshares of Series C Preferred stock during such period.

In\nApril 2026, the Company received aggregate gross proceeds of $500,000 from the exercise of approximately 50 Series C Warrants with an\nexercise price of $10,000 per share and issued 50 shares of Series C preferred stock.

In\nJune 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\nC Preferred stock during such period.

In\nJune 2026, the Company issued an aggregate of 408,451 shares of its common stock as a result of the conversion of 50 shares of Series\nC Preferred stock during such period.

In\nJune 2026, the Company received aggregate gross proceeds of $500,000 from the exercise of approximately 50 Series C Warrants with an\nexercise price of $10,000 per share and issued 50 shares of Series C preferred stock.

On\nAugust 4, 2026, the Company received aggregate gross proceeds of $500,000 from the exercise of approximately 50 Series C Warrants with\nan exercise price of $10,000 per share and issued 50 shares of Series C preferred stock.

On\nAugust 31, 2026, the Company received aggregate gross proceeds of $1,500,000 from the exercise of approximately 150 Series C Warrants\nwith an exercise price of $10,000 per share and issued 150 shares of Series C preferred stock.

Delaware\nAnti-Takeover Statute

We\nare subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general, Section 203 of the DGCL prohibits\na publicly held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder\nfor a period of three years following the date the person became an interested stockholder unless:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	prior\n to the date of the transaction, our board of directors approved either the business combination or the transaction which resulted\n in the stockholder becoming an interested stockholder;

	●	upon\ncompletion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at\nleast 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining\nthe voting stock outstanding, but not the outstanding voting stock owned by the interested stockholder, (1) shares owned by persons who\nare directors and also officers and (2) shares owned by employee stock plans in which employee participants do not have the right to\ndetermine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

	●	at\n or subsequent to the date of the transaction, the business combination is approved by our board of directors and authorized at an\n annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding\n voting stock which is not owned by the interested stockholder.

Generally,\na business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested\nstockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to\nthe determination of interested stockholder status, did own 15% or more of a corporation’s outstanding voting stock. We expect\nthe existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not approve\nin advance. We also anticipate that Section 203 of the DGCL may discourage attempts that might result in a premium over the market price\nfor the shares of Common Stock held by stockholders.

The\nprovisions of Delaware law and the provisions of our Certificate of Incorporation and Bylaws could have the effect of discouraging others\nfrom attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our Common\nStock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes\nin our management. It is also possible that these provisions could make it more difficult to accomplish transactions that stockholders\nmight otherwise deem to be in their best interests.

Bylaws

Provisions\nof our Bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management,\nincluding transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders\nmight otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our Common Stock.\nAmong other things, our Bylaws:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	permit\n our board of directors to issue up to 1,500,005 shares of our preferred stock, with any rights, preferences and privileges as they\n may designate (including the right to approve an acquisition or other change in our control);

	●	provide\n that the authorized number of directors may be changed only by resolution of the board of directors;

	●	provide\n that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative\n vote of a majority of directors then in office, even if less than a quorum; and

	●	do\n not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of Common Stock entitled to\n vote in any election of directors to elect all of the directors standing for election, if they should so choose).

The\namendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock\nand designate any rights, preferences and privileges thereto, would require approval by the holders of a majority of our then outstanding\nshares of Common Stock.

Transfer\nAgent and Registrar

Our\ntransfer agent for our Common Stock is Securities Transfer Corporation, 2901 N. Dallas Parkway, Suite 380, Plano, TX 75093, (469) 633-0101.

Options

We\ncurrently have a de minimis number outstanding options to purchase shares of our Common Stock.

Warrants

As\nof October 1, 2026, we have approximately 1,210 warrants to purchase shares of our Common Stock and 9,400 warrants to purchase\nshares of our Series C Preferred Stock.

Listing

Our\nCommon Stock listed on the Nasdaq Capital Market under the symbol “PPCB.” On December 31, 2025, the Company received a written\nnotice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”)\nindicating that the Company is not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2)\nfor continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). The Notice does not result in the\nimmediate delisting of the Company’s common stock from The Nasdaq Capital Market.

The\nNasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share, and, based upon the closing bid price\nof the Company’s common stock for the prior 35 consecutive business days prior to December 31,2025, the Company no longer met this\nrequirement. The Nasdaq rules provide the Company a compliance period of 180 calendar days from the date of the Notice in which to regain\ncompliance with the Bid Price Requirement. As a result, the date by which the Company has to regain compliance with the Bid Price Requirement\nis June 30, 2026. If at any time prior to June 30, 2026, the bid price of the Company’s common stock closes at or above $1.00 per\nshare for a minimum of ten consecutive business days, the Nasdaq staff (the “Staff”) will provide the Company with\na written confirmation of compliance and the matter will be closed.

Alternatively,\nif the Company fails to regain compliance with the Bid Price Requirement prior to the expiration of the initial period, the Company may\nbe eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market\nvalue of publicly held shares and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the\nBid Price Requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance\nperiod by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement\nprior to the expiration of the initial period, and if it appears to the Staff that the Company will not be able to cure the deficiency,\nor if the Company is not otherwise eligible, the Staff will provide the Company with written notification that its securities are subject\nto delisting from The Nasdaq Capital Market. At that time, the Company may appeal the delisting determination to a hearings panel.

The\nCompany intends to monitor the closing bid price of its common stock and is considering its options to regain compliance with the Bid\nPrice Requirement. The Company’s receipt of the Notice does not affect the Company’s business, operations or reporting requirements\nwith the Securities and Exchange Commission.

If\nthe Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing\nthe liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire\nthe Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting\nthe Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company\nfrom accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Holders

On\nOctober 1, 2026 there were approximately 98 record holders of our Common Stock.

Penny\nStock Regulation

The\nSEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price\nof less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional\nsales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special\nsuitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction\nprior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior\nto the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose\nthe commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the\nbroker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over\nthe market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock\nheld in the account and information on the limited market in penny stocks. As our Common Stock immediately following this offering may\nbe subject to such penny stock rules, purchasers in this offering will in all likelihood find it more difficult to sell their Common\nStock shares in the secondary market.

Limitation\nof Liability and Indemnification of Directors and Officers

Under\nthe provisions of the Articles of Incorporation and bylaws of the registrant, as of the date of this Registration Statement, each person\nwho is or was a director, officer or employee of registrant shall be indemnified by the registrant to the full extent permitted or authorized\nby Delaware law, provided that no such indemnification shall be made if a judgment or other final adjudication adverse to such person\nestablishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material\nto the cause of action so adjudicated, or that he or she personally gained in fact a financial profit or other advantage to which he\nor she was not legally entitled, and provided further that no such indemnification shall be required with respect to any settlement or\nother non-adjudicated disposition of any threatened or pending action or proceeding unless the Company has given its prior consent to\nsuch settlement or other disposition.

Under\nsuch law, to the extent that such person is successful on the merits of defense of a suit or proceeding brought against such person by\nreason of the fact that such person is a director or officer of the registrant, such person shall be indemnified against expenses (including\nattorneys’ fees) reasonably incurred in connection with such action. If unsuccessful in defense of a third-party civil suit or\na criminal suit is settled, such a person shall be indemnified under such law against both (a) expenses (including attorneys’ fees)\nand (b) judgments, fines and amounts paid in settlement if such person acted in good faith and in a manner such person reasonably believed\nto be in, or not opposed to, the best interests of the registrant, and with respect to any criminal action, had no reasonable cause to\nbelieve such person’s conduct was unlawful. If unsuccessful in defense of a suit brought by or in the right of the registrant,\nor if such suit is settled, such a person shall be indemnified under such law only against expenses (including attorney’s fees)\nincurred in the defense or settlement of such suit if such person acted in good faith and in a manner such person reasonably believed\nto be in, or not opposed to, the best interests of the registrant.

SHARES\nELIGIBLE FOR FUTURE SALE

Prior\nto this offering, our Common Stock is quoted on the Nasdaq Capital Markets under the symbol “PPCB.” Future sales of substantial\namounts of our Common Stock in the public market, including shares issued upon the exercise of outstanding options or warrants, or upon\ndebt conversion, or the anticipation of these sales, could adversely affect market prices prevailing from time to time and could impair\nour ability to raise capital through sales of equity securities.

Upon completion of this offering, we estimate that we will have 16,331,116\noutstanding shares of our Common Stock, calculated as of October 1, 2026, assuming no exercise of outstanding options or warrants, if\nany, and no sale of shares reserved for the underwriter for over-allotment allocation, if any.

Sale\nof Restricted Securities

The\nshares of our Common Stock sold pursuant to this offering will be registered under the Securities Act and therefore freely transferable,\nexcept for our affiliates. Our affiliates will be deemed to own “control” securities that are not registered for resale under\nthe registration statement covering this prospectus. Individuals who may be considered our affiliates after this offering include individuals\nwho control, are controlled by or are under common control with us, as those terms generally are interpreted for federal securities law\npurposes. These individuals may include some or all of our directors and executive officers. Individuals who are our affiliates are not\npermitted to resell their shares of our Common Stock unless such shares are separately registered under an effective registration statement\nunder the Securities Act or an exemption from the registration requirements of the Securities Act is available, such as Rule 144.

Rule\n144

In\ngeneral, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated), including an affiliate, who beneficially\nowns “restricted securities” (i.e., securities that are not registered by an effective registration statement) of a “reporting\ncompany” may not sell these securities until the person has beneficially owned them for at least six months. Thereafter, affiliates\nmay not sell within any three-month period a number of shares in excess of the greater of: (i) 1% of the then outstanding shares of Common\nStock as shown by the most recent report or statement published by the issuer; and (ii) the average weekly reported trading volume in\nsuch securities during the four preceding calendar weeks.

Sales\nunder Rule 144 by our affiliates will also be subject to restrictions relating to manner of sale, notice and the availability of current\npublic information about us and may be affected only through unsolicited brokers’ transactions.

Persons\nnot deemed to be affiliates who have beneficially owned “restricted securities” for at least six months but for less than\none year may sell these securities, provided that current public information about the Company is “available,” which means\nthat, on the date of sale, we have been subject to the reporting requirements of the Exchange Act for at least 90 days and are current\nin our Exchange Act filings. After beneficially owning “restricted securities” for one year, our non-affiliates may engage\nin unlimited re-sales of such securities.

Shares\nreceived by our affiliates in this offering or upon exercise of stock options or upon vesting of other equity-linked awards may be “control\nsecurities” rather than “restricted securities.” “Control securities” are subject to the same volume limitations\nas “restricted securities” but are not subject to holding period requirements.

MATERIAL\nU.S. FEDERAL INCOME TAX CONSIDERATIONS

The\nfollowing is a summary of the material U.S. federal income tax considerations relating to the purchase, ownership and disposition of\nour securities purchased in this offering, which we refer to collectively as our securities, but is for general information purposes\nonly and does not purport to be a complete analysis of all the potential tax considerations. This summary is based upon the provisions\nof the Code, final, temporary, and proposed Treasury regulations promulgated thereunder, administrative rulings and pronouncements and\njudicial decisions, all as of the date hereof. These authorities may change, possibly retroactively, resulting in U.S. federal income\nand estate tax consequences different from those set forth below. There can be no assurance that the Internal Revenue Service (the “IRS”)\nwill not challenge one or more of the tax consequences described herein, and we have not obtained, and do not intend to obtain, an opinion\nof counsel or ruling from the IRS with respect to the U.S. federal income tax considerations relating to the purchase, ownership, or\ndisposition of our securities.

This\nsummary does not address any alternative minimum tax considerations, any considerations regarding the Medicare tax, any considerations\nregarding the tax on net investment income, or the tax considerations arising under the laws of any state, local or non-U.S. jurisdiction,\nor under any non-income tax laws, including U.S. federal gift and estate tax laws, except to the limited extent set forth below. In addition,\nthis summary does not address all of the tax consequences that may be relevant to investors, nor does it address tax considerations applicable\nto an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:

	●	banks,\n insurance companies or other financial institutions;

	●	tax-exempt\n entities or governmental organizations, including agencies or instrumentalities thereof;

	●	regulated\n investment companies and real estate investment trusts;

	●	controlled\n foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income\n tax;

	●	brokers\n or dealers in securities or currencies;

	●	traders\n in securities that elect to use a mark-to-market method of accounting for their securities holdings;

	●	persons\n that own, or are deemed to own, more than five percent of our capital stock (except to the extent specifically set forth below);

	●	tax-qualified\n retirement plans;

	●	certain\n former citizens or long-term residents of the United States;

	●	partnerships\n or entities or arrangements classified as partnerships for U.S. federal income tax purposes and other pass-through entities including\n S corporations and trusts (and any investors therein);

	●	persons\n who hold our securities as a position in a hedging transaction, “straddle,” “conversion transaction” or other\n risk reduction transaction or integrated investment;

	●	persons\n who do not hold our securities as a capital asset within the meaning of Section 1221 of the Code; or

	●	persons\n deemed to sell our securities under the constructive sale provisions of the Code, or persons holding the securities as part of a\n “straddle,” hedge, conversion transaction, integrated transaction, or other similar transaction.

In\naddition, if a partnership (or entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds our securities,\nthe tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly,\npartnerships that hold our securities, and partners in such partnerships, should consult their tax advisors.

You\nare urged to consult your own tax advisors with respect to the application of the U.S. federal income tax laws to your particular situation,\nas well as any tax consequences of the purchase, ownership and disposition of our securities arising under the U.S. federal estate or\ngift tax laws or under the laws of any state, local, non-U.S., or other taxing jurisdiction or under any applicable tax treaty.

Consequences\nto U.S. Holders

The\nfollowing is a summary of the U.S. federal income tax consequences that will apply to a U.S. holder of our securities. For purposes of\nthis discussion, you are a U.S. holder if, for U.S. federal income tax purposes, you are a beneficial owner of our securities, other\nthan a partnership, that is:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	an\n individual citizen or resident of the United States;

	●	a\n corporation or other entity taxable as a corporation created or organized in the United States or under the laws of the United States,\n any State thereof or the District of Columbia;

	●	an\n estate trust whose income is subject to U.S. federal income tax regardless of its source; or

	●	a\n trust (x) whose administration is subject to the primary supervision of a U.S. court, and which has one or more “United States\n persons” (within the meaning of Section 7701(a)(30) of the Code) who have the authority to control all substantial decisions\n of the trust or (y) which has made a valid election to be treated as a “United States person.”

Distributions

As\ndescribed in the section titled “Dividend Policy,” we have never declared or paid cash dividends on our Common Stock\nand do not anticipate paying any dividends on our Common Stock in the foreseeable future. However, if we do make distributions in cash\nor other property on our Common Stock, those payments will constitute dividends for U.S. tax purposes to the extent paid from our current\nor accumulated earnings and profits, as determined under U.S. federal income tax principles. To the extent our distributions exceed both\nour current and our accumulated earnings and profits, the excess will constitute a return of capital that will first reduce your basis\nin our Common Stock, but not below zero, and then will be treated as gain from the sale or other disposition of stock as described below\nunder “—Sale, Exchange or Other Taxable Disposition of Common Stock.”

Dividend\nincome may be taxed to an individual U.S. holder at rates applicable to long-term capital gains, provided that a minimum holding period\nand other limitations and requirements are satisfied with certain exemptions. Any dividends that we pay to a U.S. holder that is a corporation\nwill qualify for the dividends received deduction if the requisite holding period is satisfied, subject to certain limitations. U.S.\nholders should consult their own tax advisors regarding the holding period and other requirements that must be satisfied in order to\nqualify for the reduced tax rate on dividends or the dividends-received deduction.

Sale,\nExchange or Other Taxable Disposition of Common Stock

A\nU.S. holder will generally recognize capital gain or loss on the sale, exchange, or other taxable disposition of our Common Stock. The\namount of gain or loss will equal the difference between the amount realized on the sale and such U.S. holder’s adjusted tax basis\nin such Common Stock. The amount realized will include the amount of any cash and the fair market value of any other property received\nin exchange for such Common Stock. A U.S. holder’s adjusted tax basis in its Common Stock will generally equal the U.S. holder’s\nacquisition cost or purchase price, less any prior distributions treated as a return of capital. Gain or loss will be long-term capital\ngain or loss if the U.S. holder has held the Common Stock for more than one year. Long-term capital gains of non-corporate U.S. holders\nare generally taxed at preferential rates. The deductibility of capital losses is subject to certain limitations.

Information\nReporting and Backup Withholding

In\ngeneral, information reporting requirements may apply to dividends paid to a U.S. holder and to the proceeds of the sale or other disposition\nof our Common Stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder\nfails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject\nto backup withholding (and such notification has not been withdrawn).

Any\namounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. holder’s U.S. federal\nincome tax liability provided the required information is timely furnished to the IRS.

Unearned\nIncome Medicare Tax

A\n3.8% Medicare contribution tax will generally apply to all or some portion of the net investment income of a U.S. holder that is an individual\nwith adjusted gross income that exceeds a threshold amount ($200,000, or $250,000 if married filing jointly).

Consequences\nto Non-U.S. Holders

The\nfollowing is a summary of the U.S. federal income tax consequences that will apply to a non-U.S. holder of our securities. A “non-U.S.\nholder” is a beneficial owner of our securities (other than a partnership or an entity or arrangement treated as a partnership\nfor U.S. federal income tax purposes) that, for U.S. federal income tax purposes, is not a U.S. holder. The term “non-U.S. holder”\nincludes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	a\n non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates);

	●	a\n foreign corporation;

	●	an\n estate or trust that is not a U.S. holder; or

	●	any\n other Person that is not a U.S. holder.

But\ngenerally, does not include an individual who is present in the U.S. for 183 days or more or who is otherwise treated as a U.S. resident\nin the taxable year. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences\nof the acquisition, ownership or sale or other disposition of our securities.

Distributions

Subject\nto the discussion below regarding effectively connected income, any distribution paid to a non-U.S. holder, to the extent paid out of\nour current or accumulated earnings and profits (as determined under U.S. federal income tax principles) generally will constitute a\ndividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. holder’s\nconduct of a trade or business within the U.S., will be subject to U.S. withholding tax either at a rate of 30% of the gross amount of\nthe dividend or such lower rate as may be specified by an applicable income tax treaty. In order to receive a reduced treaty rate, a\nnon-U.S. holder must provide us with an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable IRS Form W-8 properly certifying qualification\nfor the reduced rate. These forms must be provided prior to the payment of dividends and must be updated periodically. A non-U.S. holder\neligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty should consult with its individual tax advisor to\ndetermine if you may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. If\na non-U.S. holder holds our securities through a financial institution or other agent acting on the non-U.S. holder’s behalf, the\nnon-U.S. holder will be required to provide appropriate documentation to the agent, which then may be required to provide certification\nto us or our paying agent, either directly or through other intermediaries.

Dividends\nreceived by a non-U.S. holder that are effectively connected with its conduct of a U.S. trade or business (and, if required by an applicable\nincome tax treaty, attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United States) are\ngenerally exempt from such withholding tax if the non-U.S. holder satisfies certain certification and disclosure requirements. In order\nto obtain this exemption, the non-U.S. holder must provide us with an IRS Form W-8ECI or other applicable IRS Form W-8 properly certifying\nsuch exemption. Such effectively connected dividends, although not subject to withholding tax, are taxed at the same graduated U.S. federal\nincome tax rates applicable to U.S. holders, net of certain deductions and credits. In addition, dividends received by a corporate non-U.S.\nholder that are effectively connected with its conduct of a U.S. trade or business may also be subject to a branch profits tax at a rate\nof 30% or such lower rate as may be specified by an applicable income tax treaty. Non-U.S. holders should consult their own tax advisors\nregarding any applicable tax treaties that may provide for different rules.

Any\ndistribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. holder’s adjusted\ntax basis in its Common Stock and, to the extent such distribution exceeds the Non-U.S. holder’s adjusted tax basis, as gain realized\nfrom the sale or other disposition of the Common Stock, which will be treated as described under “Non-U.S. Holders — Gain\non Sale, Exchange or Other Taxable Disposition of Common Stock” below.

Gain\non Sale, Exchange, or Other Taxable Disposition of Common Stock

Subject\nto the discussion below regarding backup withholding and foreign accounts, a non-U.S. holder generally will not be required to pay U.S.\nfederal income tax on any gain realized upon the sale, exchange, or other taxable disposition of our Common Stock unless:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	the\n gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business (and, if required by an applicable\n income tax treaty, the gain is attributable to a permanent establishment or fixed base maintained by the non-U.S. holder in the United\n States);

	●	the\n non-U.S. holder is a non-resident alien individual who is present in the United States for a period or periods aggregating 183 days\n or more during the calendar year in which the sale or disposition occurs and certain other conditions are met; or

	●	shares\n of our Common Stock constitute U.S. real property interests by reason of our status as a “United States real property holding\n corporation” (a USRPHC) for U.S. federal income tax purposes at any time within the shorter of the five-year period preceding\n the non-U.S. holder’s disposition of, or the non-U.S. holder’s holding period for, our Common Stock (provided that an\n exception does not apply), and, in the case where shares of our Common Stock are regularly traded on an established securities market,\n the non-U.S. holder has owned, directly or constructively, more than 5% of our Common Stock at any time within the shorter of the\n five-year period preceding the disposition or such non-U.S. holder’s holding period for the shares of our Common Stock.

We\nbelieve that we are not currently and will not become a USRPHC for U.S. federal income tax purposes, and the remainder of this discussion\nso assumes. However, because the determination of whether we are a USRPHC depends on the fair market value of our U.S. real property\nrelative to the fair market value of our other business assets, there can be no assurance that we will not become a USRPHC in the future.\nEven if we become a USRPHC, however, as long as our Common Stock is regularly traded on an established securities market, such Common\nStock will be treated as U.S. real property interests only if the non-U.S. holder actually or constructively hold more than five percent\nof such regularly traded Common Stock at any time during the shorter of the five-year period preceding the non-U.S. holder’s disposition\nof, or the non-U.S. holder’s holding period for, our Common Stock.

If\nthe non-U.S. holder is described in the first bullet above, it will be required to pay tax on the net gain derived from the sale, exchange\nor other taxable disposition under regular graduated U.S. federal income tax rates, and a corporate non-U.S. holder described in the\nfirst bullet above also may be subject to the branch profits tax at a rate of 30%, or (in each case) such lower rate as may be specified\nby an applicable income tax treaty. An individual non-U.S. holder described in the second bullet above will be required to pay a flat\n30% tax (or such lower rate specified by an applicable income tax treaty) on the gain derived from the sale, exchange, or other taxable\ndisposition, which gain may be offset by U.S. source capital losses for the year (provided the non-U.S. holder has timely filed U.S.\nfederal income tax returns with respect to such losses). Non-U.S. holders should consult their own tax advisors regarding any applicable\nincome tax or other treaties that may apply.

Federal\nEstate Tax

Common\nStock beneficially owned by an individual who is not a citizen or resident of the United States (as defined for U.S. federal estate tax\npurposes) at the time of their death will generally be includable in the decedent’s gross estate for U.S. federal estate tax purposes.\nSuch shares, therefore, may be subject to U.S. federal estate tax, unless an applicable estate tax treaty provides otherwise.

Backup\nWithholding and Information Reporting

Generally,\nwe must report annually to the IRS the amount of dividends paid to you, your name and address and the amount of tax withheld, if any.\nA similar report will be sent to you. Pursuant to applicable income tax treaties or other agreements, the IRS may make these reports\navailable to tax authorities in your country of residence.

A\nnon-U.S. holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid\ninformation reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding\nunder a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well for example, by\nproperly certifying your non-U.S. status on an IRS Form W-8BEN or IRS Form W-8BEN-E or other applicable IRS Form W-8.Notwithstanding\nthe foregoing, backup withholding and information reporting may apply if either we or our paying agent has actual knowledge, or reason\nto know, that you are a U.S. person.

Backup\nwithholding is not an additional tax; rather, the U.S. federal income tax liability of persons subject to backup withholding will be\nreduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained\nfrom the IRS, provided that the required information is furnished to the IRS in a timely manner.

Foreign\nAccount Tax Compliance

The\nForeign Account Tax Compliance Act generally imposes withholding tax at a rate of 30% on dividends on and gross proceeds from the sale\nor other disposition of our securities paid to a “foreign financial institution” (as specially defined under these rules),\nunless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information\nwith respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S.\nentities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental\nagreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will\nexchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign\ncountry may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of\nwhether such withholding is required. Similarly, dividends in respect of our securities held by an investor that is a non-financial non-U.S.\nentity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either\n(1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners”\nor (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be\nprovided to the U.S. Department of Treasury. Non-U.S. holders should consult their own tax advisors regarding the possible implications\nof this legislation on their investment in our securities.

Each\nprospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and non-U.S. tax consequences\nof purchasing, owning and disposing of our securities, including the consequences of any proposed changes in applicable laws.

LEGAL\nMATTERS

The\nvalidity of the shares of Common Stock offered hereby and certain other legal matters will be passed upon for us by Brunson Chandler\n& Jones, PLLC, Salt Lake City, UT.

EXPERTS

The\nfinancial statements of Propanc Biopharma as of June 30, 2026 and 2025, appearing in this prospectus and registration statement\nof which this prospectus forms a part, have been audited by Salberg & Company, P.A., independent registered public accounting firm,\nas set forth in their report thereon appearing elsewhere herein, and are included in reliance upon such report, given on the authority\nof such firm as experts in accounting and auditing.

WHERE\nYOU CAN FIND MORE INFORMATION

We\nhave filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of Common Stock being\noffered by this prospectus. This prospectus does not contain all of the information in the registration statement on Form S-1 and its\nexhibits. For further information with respect to Propanc Biopharma and the shares of Common Stock offered by this prospectus, we refer\nyou to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any\nother document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document\nfiled as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You\ncan read our SEC filings, including the registration statement, over the internet at the SEC’s website at www.sec.gov.

We\nare subject to the information reporting requirements of the Exchange Act, and we will file reports, proxy statements and other information\nwith the SEC. These reports, proxy statements and other information will be available on the website of the SEC referred to above. The\ninformation contained in, or that can be accessed through, our website is not part of this prospectus, and you should not consider the\ncontents of our website in making an investment decision with respect to our securities.

INDEX\nTO FINANCIAL STATEMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page
Consolidated\n Financial Statements for the Fiscal Years Ended June 30, 2026 and 2025

Report of Independent Registered Public Accounting Firm (PCAOB Firm ID. 106)		F-2

Consolidated Balance Sheets as of June 30, 2026 and 2025		F-3

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended June 30, 2026 and 2025		F-4

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended June 30, 2026 and 2025		F-5

Consolidated Statements of Cash Flows for the years ended June 30, 2026 and 2025		F-6

Notes to Consolidated Financial Statements		F-7

F-1

$\"\"$

Report\nof Independent Registered Public Accounting Firm

To\nthe Stockholders and the Board of Directors of:

Propanc\nBiopharma, Inc.

Opinion\non the Financial Statements

We\nhave audited the accompanying consolidated balance sheets of Propanc Biopharma, Inc. and Subsidiary (the “Company”) as of\nJune 30, 2026 and 2025, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’\nequity (deficit), and cash flows, for each of the two years in the period ended June 30, 2026, and the related notes (collectively referred\nto as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in\nall material respects, the consolidated financial position of the Company as of June 30, 2026 and 2025 and the consolidated results of\nits operations and its cash flows for each of the two years in the period ended June 30, 2026, in conformity with accounting principles\ngenerally accepted in the United States of America.

Going\nConcern

The\naccompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed\nin 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\nactivities of $5,682,635 for the fiscal year ended June 30, 2026. The Company has an accumulated deficit of $144,484,230 at June\n30, 2026. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s\nPlan regarding these matters is also described in Note 2. The consolidated financial statements do not include any adjustments that might\nresult from the outcome of this uncertainty.

Basis\nfor Opinion

These\nconsolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion\non the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public\nCompany Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company\nin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission\nand the PCAOB.

We\nconducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain\nreasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.\nThe Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of\nour audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing\nan opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our\naudits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether\ndue to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence\nregarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles\nused and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.\nWe believe that our audits provide a reasonable basis for our opinion.

Critical\nAudit Matters

The\ncritical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated\nor required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated\nfinancial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical\naudit matters.

/s/\nSalberg & Company, P.A.

SALBERG\n& COMPANY, P.A.

We\nhave served as the Company’s auditor since 2011

Boca\nRaton, Florida

September\n25, 2026

2295 NW Corporate Blvd., Suite 240 ● Boca Raton, FL 33431-7326

Phone: (561) 995-8270 Toll Free: (866) CPA-8500 ● Fax:\n(561) 995-1920

www.salbergco.com ● info@salbergco.com

Member National Association of Certified Valuation Analysts ● Registered\nwith the PCAOB

Member CPAConnect with Affiliated Offices Worldwide ● Member AICPA Center for Audit Quality

F-2

\n \n \n \n \n \n \n

PROPANC\n BIOPHARMA, INC. AND SUBSIDIARY

CONSOLIDATED\n 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-3

\n \n \n \n \n \n \n \n \n

PROPANC\n BIOPHARMA, INC. AND SUBSIDIARY

CONSOLIDATED\n 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-4

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

\n\n \n\n \n

CONSOLIDATED\n STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2026 AND 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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-5

\n\n \n\n \n

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

\n\n

CONSOLIDATED STATEMENTS OF CASH FLOWS

\n\n

	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-6

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

NOTE\n1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

Nature\nof Operations

The\nCompany was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc\nHealth Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding\nshares 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\nsubsidiary of the Company.

Effective\nApril 20, 2017, the Company changed its name to “Propanc Biopharma, Inc.” to reflect the Company’s stage of operations\nand development better.

In\nJuly 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 85 granted,\nallowed, or accepted patents and 4 provisional patents filed, or under examination in key global jurisdictions relating to the use of\nproenzymes against solid tumors, covering the lead product candidate PRP.

In\nMarch 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\noutstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the\nCompany to proceed to effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock\nat a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse Stock Split”). The Reverse Stock\nSplit became effective as of May 18, 2026. Proportional adjustments for the Reverse Stock Split were made to the Company’s outstanding\nstock options, warrants and equity incentive plans. All share and per-share data and amounts have been retroactively adjusted as of the\nearliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

Principles\nof Consolidation

The\nconsolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly owned subsidiary,\nPropanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive\nwholly owned subsidiary through June 30, 2026 and remains inactive.

Use\nof Estimates

The\npreparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the\nreported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial\nstatements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.\nSignificant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets,\nvaluation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use\nasset, valuation of derivatives, valuation of convertible preferred stock, valuation of warrant liability, valuation of equity based\ninstruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain\naverage exchange rates applied in lieu of spot rates on transaction dates.

F-7

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Foreign\nCurrency Translation and Other Comprehensive Income (Loss)

The\nCompany’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes,\nthe Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD).\nAssets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated\nat the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction\ndate spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component\nof stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from\nforeign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive\nincome (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after\nthe balance sheet date.

Other\nComprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

Assets\nand liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the\nconsolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated\nin a currency other than the functional currency included in the consolidated results of operations as incurred. Effective fiscal year\n2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting\nStandards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within\ncumulative translation adjustment, a component of accumulated other comprehensive income (loss). As of June 30, 2026 and 2025, the Company\nrecognized a cumulative exchange gain (loss) of approximately $1,077,000 and ($316,000), respectively, on intercompany loans made by\nthe parent to the subsidiary that have not been repaid as of June 30, 2026, which is included as a component of accumulated other comprehensive\nincome on the accompanying consolidated balance sheets.

As\nof June 30, 2026 and 2025, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing\nthe consolidated financial statements were as follows:

SCHEDULE OF TRANSACTION EXCHANGE RATES

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nin 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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nValue of Financial Instruments and Fair Value Measurements

The\nCompany measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and\ncash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short\nmaturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest\nrates available for debt with similar terms and maturities are substantially the same.

The\nCompany follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring\nfair value and requires certain disclosures. This standard does not require any new fair value measurements but rather applies to all\nother accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related\nto share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income\napproach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement\ncost).

F-8

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\nguidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad\nlevels. The following is a brief description of those three levels:

Level\n1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level\n2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets\nor liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level\n3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,\nwhich reflect those that a market participant would use.

Also\nsee Note 12 - Derivative Financial Instruments and Fair Value Measurements.

Cash\nand Cash Equivalents

Cash\nand cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial\ninstitutions, and bank overdrafts. Bank overdrafts, as applicable, are reflected as a current liability on the balance sheets. There\nwere no cash equivalents as of June 30, 2026 and 2025.

Prepaid\nexpenses

Prepaid\nexpenses – current portion and long-term portion of $7,661,967 and $4,190,543, respectively, at June 30, 2026, consist primarily\nof costs paid for future services which will occur between 6 months to three years. Prepaid expenses – current portion and long-term\nportion of $8,334,046 and $10,925,835, respectively, at June 30, 2025, consist primarily of costs paid for future services which will\noccur between 6 months to three years. Prepaid expenses principally include prepayments in fully vested, non-forfeitable equity instruments\nfor general consulting, investor relations, and business advisory services, which are being amortized over the terms of their respective\nagreements.

Deferred\nOffering Costs

The\nCompany complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion\nof an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through\nthe balance sheet date that are directly related to the Company’s proposed public offering. The deferred offering costs are\ncharged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the\noffering is not completed. As of June 30, 2026 and 2025 the Company had recorded $0 and $291,773 in deferred offering costs, respectively.

Property\nand Equipment

Property\nand equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred;\nadditions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost\nand accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of\nproperty and equipment is provided using the straight line method. The depreciable amount is the cost less its residual value.

The\nestimated useful lives are as follows:

SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

\n \n \n \n \n \n \n

Machinery and equipment			- 5 years
Furniture			- 7 years

Patents

Patents\nare stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by\na regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s\nproducts are not currently approved for market, all patent costs incurred from 2013 through June 30, 2026 were expensed immediately.\nThis practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

F-9

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Impairment\nof Long-Lived Assets

In\naccordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed\nfor impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability\nof long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted\nfuture cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future\ncash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the\nassets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily\ndeterminable.

Employee\nBenefit/Liability

Liabilities\narising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected\nto be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at\nthe reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to\nbe made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve\nmonths.

Australian\nGoods and Services Tax (“GST”)

Revenues,\nexpenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive\nof GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

Cash\nflows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities,\nwhich are disclosed as operating cash flows.

As\nof June 30, 2026 and 2025, the Company was owed $13,694 and $5,302, respectively, from the Australian Taxation Office. These amounts\nwere fully collected subsequent to the consolidated balance sheet reporting dates.

Derivative\nInstruments

ASC\nTopic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative\ninstruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value.\nGains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff\nof debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes\nany discounts and records a net gain or loss on debt extinguishment.

Convertible\nNotes With Variable Conversion Options

The\nCompany has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and\naccrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001\nper share (“common stock”) at a fixed discount\nto the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt\nunder ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance,\nwhich is the result of the share price discount at the time of conversion and records the put premium as interest expense.

Warrant\nLiability

The Company accounted for the Series C warrants issued in November 2025, in accordance with the guidance contained\nin ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment\nand must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as liabilities at fair value and adjusts\nthe instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are\nexercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of\nthese warrants is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each\nreporting period (see Note 8 – Series C Warrants).

Series C Preferred\nStock Subject to Possible Redemption

The Company accounted\nfor its Series C Convertible Preferred Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing\nLiabilities from Equity.” Conditionally redeemable Series C Preferred stock that features mandatory redemption rights not solely\nwithin the Company’s control is classified as temporary equity. The Company’s Series C Preferred stock features certain redemption\nrights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,\nSeries C preferred stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’\nequity section of the Company’s consolidated balance sheets (see Note 8).

Income\nTaxes

The\nCompany is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the\nUnited States Internal Revenue Service, respectively. The Company follows ASC 740 “Accounting for Income Taxes,” when\naccounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred\nincome tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets\nand liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the\nperiods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce\ndeferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or\nminus the change during the period in deferred tax assets and liabilities.

The\nCompany follows ASC 740, Sections 25 through 60, “Accounting for Uncertainty in Income Taxes.” These sections provide\ndetailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial\nstatements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized\nupon the adoption of ASC 740 and in subsequent periods.

F-10

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Research\nand Development Costs and Tax Credits

In\naccordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred.\nTotal research and development costs for the years ended June 30, 2026 and 2025 were $625,477 and $223,721, respectively.

The\nCompany may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount\nis possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the\nCompany does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The\ntax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income\ntax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s\nnet operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate\nis applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt.

The\nCompany applies for research and development tax credit to the Australian Taxation Office. During each of the fiscal years ended June\n30, 2026 and 2025, the Company received research and development tax credit in the amount of $0. The Company will submit its request\nfor the refundable credit covering the period for the year ended June 30, 2026 and is subject to approval.

Stock\nBased Compensation

The\nCompany records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair\nvalue of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period\nor the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option\nPricing Model.

The\nCompany adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria\nof ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of\nadoption.

Revenue\nRecognition

The\nCompany applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive\nmodel for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue\nrecognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers\nin an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also\nrequires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on\nproduct sales in the period in which the sale occurs and the royalty term has begun.

Legal\nExpenses

All\nlegal costs for litigation are charged to expense as incurred.

Leases

The\nCompany follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under\nthe new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company\nelected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”)\nrepresents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value\nof future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company\nuses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future\npayments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general\nand administrative expenses.

F-11

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Basic\nand Diluted Net Loss Per Common Share

Basic\nnet loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.\nDiluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for\nthe period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental\ncommon shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially\ndilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share\namounts for all periods presented are identical. Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion\nlimitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company),\nand each note may not be converted during the first six-month period from the date of issuance. The Company’s CEO holds Series\nB Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares\nand/or the authorization of a reverse split the stock as considered necessary. Such securities are considered dilutive securities which\nwere excluded from the computation since the effect is anti-dilutive.

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nReporting

The\nCompany uses “the management approach” in determining reportable operating segments. Operating segments are defined as components\nof an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”).\nThe management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions\nand assessing performance as the source for determining the Company’s reportable segments. All activities are related to the development\nof cancer treatment and the Company has not commenced commercial operations or generated revenues to date. All activities are related\nto the development of the cancer treatment and the Company has not commenced commercial operations or generated revenues to date. The\nCODM is the chief executive officer of the Company, who reviews operating results and utilizes consolidated financial information, including\noperating expenses, operating loss, and net loss as reported on the consolidated statements of operations, to make decisions about operating\ndecisions, allocate resources and assess performance for the entire Company. Consolidated net loss is our segment’s primary measure\nof loss. The measure of segment assets is reported on the consolidated balance sheets as total consolidated assets. The single\nsegment constitutes all the consolidated entity, and the accompanying consolidated financial statements and the notes to the accompanying\nconsolidated financial statements are representative of such amounts. For the years ended June 30, 2026 and 2025, the Company operates\nin one operating segment.

Reclassifications

Certain\nprior period amounts have been reclassified to conform to the current period presentation. The reclassified amounts have no impact on\nthe Company’s previously reported financial position or results of operations and relates to the presentation of $23,296,390 compensation\nand related taxes and $33,622,510 professional and consulting expenses being reclassified out of administration expenses and shown separately\non the consolidated statements of operations for the year ended June 30, 2025.

Recent\nAccounting Pronouncements

We\nhave reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”)\naccounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods.\nWe have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that\nany new or modified principles will have a material impact on the Company’s reported financial position or operations in the near\nterm with the exception of those disclosed below. The applicability of any standard is subject to formal review of the Company’s\nfinancial management.

On\nNovember 4, 2024 the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE) requiring additional disclosure\nof the nature of expenses included in the income statement in response to longstanding requests from investors for more information about\nan entity’s expenses. This standard requires disclosures about specific types of expenses included in the expense captions presented\non the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 applies to all public business entities\n(PBEs) and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting\nperiods beginning after December 15, 2027. The requirements will be applied prospectively with the option for retrospective application.\nEarly adoption is permitted. The Company is currently evaluating the impact the adoption of ASU 2024-03 may have on the Company’s\nconsolidated financial statements.

F-12

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nDecember 8, 2025, the FASB issued ASU 2025-11 – Interim Reporting (“ASU 2025-11”) which is intended to improve\nthe navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is\nsubject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form\nand content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose\nevents since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim\nreporting periods within annual reporting periods beginning after December 15, 2027 and early adoption is permitted. The Company is currently\nevaluating the impact the adoption of ASU 2025-11 may have on the Company’s consolidated financial statements.

On\nDecember 17, 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update are to make other incremental\nimprovements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application\nof the codification, clarifications, and other minor improvements. The resulting amendments are collectively referred to as Codification\nimprovements. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting\nperiods within those annual reporting periods. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on\nthe Company’s consolidated financial statements.

NOTE\n2 – GOING CONCERN

The\naccompanying consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company\nas a going concern. For the fiscal year ended June 30, 2026, the Company had no revenues, had a net loss of $18,862,710\nand had net cash used in operations of $5,682,635.\nAdditionally, as of June 30, 2026, the Company had accumulated deficit of $144,484,230.\nIt is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going\nconcern for a period of at least twelve months from the date of this filing.

The\nconsolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification\nof assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

On\nAugust 18, 2025, the Company sold 40,000 shares of common stock for total gross proceeds of $4,000,000. After deducting the underwriting\ncommissions and offering expenses, the Company received net proceeds of approximately $3.3 million (see Note 8). Additionally, on November\n4, 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\nof 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\nbefore deducting offering cost (see Note 8). Additionally, the Company received proceeds of $3,000,000 from the exercise of Series C\nwarrants.

Successful\ncompletion of the Company’s development program and, ultimately, the attainment of profitable operations are dependent upon future\nevents, including obtaining adequate financing to fulfill its development activities, acceptance of the Company’s patent applications,\nobtaining additional sources of suitable and adequate financing and ultimately achieving a level of sales adequate to support the Company’s\ncost structure and business plan. The Company’s ability to continue as a going concern is also dependent on its ability to further\ndevelop and execute on its business plan. However, there can be no assurances that any or all of these endeavors will be successful.

NOTE\n3 – PROPERTY AND EQUIPMENT

Property\nand equipment consist of the following as of June 30:

SCHEDULE\nOF PROPERTY PLANT AND EQUIPMENT

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nexpense for the years ended June 30, 2026 and 2025 was $997 and $0, respectively.

F-13

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

NOTE\n4 – DUE TO AND LOANS FROM FORMER DIRECTOR - RELATED PARTY

Due\nto former director – related party

Due\nto former director – related party represented unsecured advances made primarily by a former director for operating expenses on\nbehalf of the Company, such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and\nwere due upon demand. The Company was not charged interest under these advances. The total amount owed to the former director at June\n30, 2026 and 2025 were $0 for both periods. On January 23, 2025, the Company entered into a Debt Exchange Agreement (“the Debt\nExchange”) with the former director (see below) to settle such debt.

Loan\nfrom Former Director - Related Party

Loan\nfrom the Company’s former director at June 30, 2026 and 2025 were $0 for both periods. The loan bore no interest and was payable\non demand.

On\nJanuary 23, 2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange\nfor the total outstanding loans of $74,395. Those shares were valued at approximately $325 per share or $375,000, being the closing price\nof the stock on the date of grant to the former director. Accordingly, the fair market value of the shares issued was $375,000, resulting\nin a loss on extinguishment of debt at the time of exchange of $300,605 during the year ended June 30, 2025.

NOTE\n5 – LOANS

Loans\npayable - Related Party

Between\nNovember 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate\nof $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $85,000 AUD ($57,639\nUSD). These loans are payable on demand and were non-interest bearing. In September 2025, the Company agreed to pay interest of 12% per\nannum beginning from the funding date of these loans. The Company repaid $16,428 USD including additional interest expense of $4,805\nUSD on February 12, 2026. Additionally, the Company repaid $16,188 USD including interest expense of $4,793 USD on April 28, 2026.

Effective\nAugust 1, 2024, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company\nused the net proceeds for general working capital purposes. The maturity date of the loan is November 1, 2024, or sooner at the discretion\nof 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\nright to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common\nstock 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\ntrading days. Such loan is past due and currently in default.

Between\nNovember 2024 and December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an\naggregate 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\nUSD) of this loan on August 19, 2025. In September 2025, the Company agreed to pay interest of 12% per annum beginning from the funding\ndate of these loans. The Company repaid the remaining balance of $3,000 AUD ($1,957 USD) including additional interest expense of $319\nUSD on February 12, 2026.

Effective\nDecember 3, 2024, the Company entered and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $175,000 AUD ($113,485 USD). The Company\nused the net proceeds for general working capital purposes. The term of the loan is four months or less (to be determined at the discretion\nof 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\nrate of 12% per annum and default interest rate of 18% per annum. Such loan is past due and currently in default.

In\nJanuary 2025, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $25,000\nAUD ($15,485 USD). This loan bore no interest and was payable on demand. The Company fully repaid $15,485 USD including additional interest\nexpense of $1,169 on August 19, 2025.

On\nApril 12, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $63,188 AUD ($39,625 USD). The Company\nused the net proceeds for general working capital purposes. The maturity date was on June 30, 2025. The loan bore an interest rate of\n12% per annum and default interest rate of 18% per annum. The Company fully repaid $39,625 USD including additional interest expense\nof $1,818 on August 19, 2025.

F-14

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nJune 13, 2025, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $15,000 AUD ($9,675 USD). The Company\nused the net proceeds for general working capital purposes. The maturity date was on June 30, 2025. The loan bore an interest rate of\n12% per annum and default interest rate of 18% per annum. The Company fully repaid $9,675 USD including additional interest expense of\n$257 on August 19, 2025.

On\nJuly 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement,\npursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term\nof 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\nsuch loan, the Company issued 10 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price\nof $15,000 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution)\nwith an expiry date of July 5, 2026. The Company accounted for the 10 warrants issued with this loan payable as debt discount by using\nthe relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $141,084 was\nbased on a fair value determination using a Black-Scholes model with the following assumptions: stock price at valuation date of $178,500\nbased 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,\na 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\nof the proceeds of such loan were used to repay an outstanding balance of approximately $143,000 due on a convertible note held by a\nthird-party investor which had been in default. Amortization of debt discount for the years ended June 30, 2026 and 2025 was $46,985\nfor both periods. The total principal outstanding under this loan was $153,256 and remaining debt discount of $47,629 as of June 30,\n2025 as reflected in the accompanying consolidated balance sheet as loan payable – long-term – related party, net of discount\nof $105,627. The total principal outstanding under this loan, net of discount was $152,612 ($153,256 principal and remaining unamortized\ndebt discount of $644) as of June 30, 2026 and has been reclassified as a short-term loan.

The\nremaining balance of all the above loans payable – related parties, net of discount amounted to $460,809 and $415,329 as of June\n30, 2026 and 2025, respectively. Accrued interest for all of the above loans payable – related parties as of June 30, 2026, and\n2025 was $128,318 and $56,935, respectively.

Loans\nPayable

Effective\nOctober 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown\nBridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge\nNote”), which had a remaining principal balance of $0\nand $65,280 as of June 30, 2026 and 2025, respectively. The maturity date of the Crown Bridge Note was October\n3, 2020 and was past due. The Crown Bridge Note bore interest at a default interest rate of 15%\nper annum. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities\nExchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge agreed to surrender all conversion rights in its\ncurrently held convertible notes, including the Crown Bridge Note. Consequently, during fiscal year 2023, the Company reclassified\nthe remaining principal balance of $65,280\nfrom a convertible note into a loan payable which is the principal balance at June 30, 2025. The total accrued interest from this\nloan amounted to $0 and $55,360\nas of June 30, 2026 and 2025, respectively.

Loans\nPayable - others

In\nJune 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $120,000 AUD ($79,811 USD).\nThe 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,\nthe Company entered into a Debt Exchange Agreements with the two investors and issued an aggregate of 1,200 shares of common stock in\nexchange for the total outstanding loan including accrued interest of $86,248. Those shares were valued at $250 per share or $300,000,\nbeing the closing price of the stock on the date of grant to the two investors. Accordingly, the fair market value of the shares issued\nwas $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.\nAs 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\ninterest of $6,286 on August 27, 2025.

F-15

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\naggregate principal outstanding on the above loans was $0 and $65,280 as of June 30, 2026 and 2025, respectively.

Loans\nin default

Loans\npayable – related party for total principal amount of $211,545 and accrued interest of $59,658, which includes interest accruing\nat the default interest rate at 18% with maturity dates between November 2024 and April 2025, were in default as of June 30, 2026.

NOTE\n6 – NOTE PAYABLE AND CONVERTIBLE NOTES

The\nCompany’s promissory notes outstanding were as follows:

SCHEDULE OF PROMISSORY NOTES OUTSTANDING

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		June 30, 2025
Principal amounts of notes payable	$	-		$	589,277
Unamortized discounts		-			(45,965	)
Notes payable, net	$	-		$	543,312

Promissory\nNotes

Effective\nMay 7, 2025, the Company entered into a Maturity Extension Agreement with the August 2023 Lender whereby the August 2023 Lender agreed\nto extend the maturity date of the promissory note dated August 15, 2023, which was amended on May 7, 2024 (the “Old Note”)\nto June 15, 2025 and increasing the principal amount by a default penalty of $39,600 and adding accrued interest of $30,805 into the\nprincipal amount thereby increasing the current principal amount to $202,405. All other terms of the Old Note shall remain unchanged\nand in full force and effect. As of June 30, 2025, the Promissory Note was in default.

On\nMay 7, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed\nto purchase a promissory note from the Company in the aggregate principal amount of $90,000, for a purchase price of $75,000. Such note\nis 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\ninterest 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,\n2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of\nthe note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due; and\n(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\nof one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such\ntime, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may\nagree to effect repayment. As of June 30, 2025, the promissory note was in default.

On\nJune 2, 2025, the Company entered into a promissory note agreement with an institutional investor, pursuant to which the investor agreed\nto purchase a promissory note from the Company in the aggregate principal amount of $60,000, for a purchase price of $50,000. Such note\nis 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\ninterest 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,\n2025, then Company shall pay investor in cash the sum of one hundred percent (100%) of the sum of the outstanding principal amount of\nthe note (the “Principal Amount”) at such time, all accrued interest unpaid at such time, and any other payment due; and\n(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\nof one hundred twenty percent (120%) of the sum of the outstanding Principal Amount at such time, all accrued interest unpaid at such\ntime, and any other payment due (the “Maximum Repayment Amount”) or (b) at such time as the Company and the investor may\nagree to effect repayment.

F-16

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nJuly 18, 2025, the Company entered into a promissory note agreement with an investor, pursuant to which the investor agreed to purchase\na 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\nnote. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was September 15,\n2025 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:\n(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\n(100%) of the sum of the outstanding principal amount of the note (the “Principal Amount”) at such time, all accrued interest\nunpaid 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\n18, 2025, then Company shall pay investor in cash the sum of one hundred twenty percent (120%) of the sum of the outstanding Principal\nAmount at such time, all accrued interest unpaid at such time, and any other payment due (the “Maximum Repayment Amount”)\nor (b) at such time as the Company and the investor may agree to effect repayment.

As\nof June 30, 2026 and 2025, the total principal outstanding under these notes was $0 and $352,405, respectively, and remaining debt discount\nof $0 and $3,488 as of June 30, 2026 and 2025, respectively, as reflected in the accompanying consolidated balance sheet as notes payable,\nnet of discount. Accrued interest from these notes amounted to $0 and $5,718 as of June 30, 2026 and 2025, respectively. Amortization\nof debt discount from these notes for the years ended 2026 and 2025 was $3,488 and $21,512, respectively.

1800\nDiagonal Lending Promissory Notes

On\nMay 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\nand financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable\non 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\nrate of twenty two percent (22%) per annum from the due date thereof until the same was paid. Accrued, unpaid interest and outstanding\nprincipal, 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\n$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\neach month thereafter. The Company had a five (5) day grace period with respect to each payment. In November 2024, the Company fully\npaid the principal of $49,200 and accrued interest of $5,683.

On\nJune 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\nfinancing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest was payable\non 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\nrate of twenty-two percent (22%) per annum from the due date thereof until the same was paid. Accrued unpaid interest and outstanding\nprincipal, 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\n$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\neach month thereafter. The Company had a five (5) day grace period with respect to each payment. In November 2024, the Company fully\npaid the principal of $49,200 and accrued interest of $5,683.

On\nJanuary 31, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant\nto which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $65,000,\nfor a purchase price of $56,000. The Company used the net proceeds therefrom for general working capital purposes. The maturity date\nof 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.\nAccrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first on July\n30, 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,\n2025 (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\nand August 2025, the Company fully paid the principal of $65,000 including interest of $9,750.

On\nMarch 25, 2025, the Company entered into and closed a securities purchase agreement 1800 Diagonal (the “Investor”), pursuant\nto which the Investor agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $79,200,\nfor a purchase price of $67,000. The Company used the net proceeds therefrom for general working capital purposes. The maturity date\nof 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\ndate. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five (5) payments, with the first\non 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\nJanuary 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.\nIn August 2025, the Company fully paid the principal of $79,200 including interest of $11,880.

F-17

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nJune 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.\nThis 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\nLending, 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\nto be applied on the issuance date. Accrued, unpaid interest and outstanding principal, subject to adjustment, were to be paid in five\n(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\n15, 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\nwith respect to each payment. In August 2025, the Company fully paid the principal of $67,860 including interest of $10,179.

The\nCompany had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event\nof default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of these notes into shares\nof common stock. The conversion price of the above notes was 65% multiplied by the lowest trading price for the common stock during the\n10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99% beneficial ownership limitations.\nUpon the occurrence of any event of defaults, these notes shall be immediately due and payable in an amount equal to 150% default percentage\nmultiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

Between\nJuly 2025 and August 2025, the Company fully repaid the total principal amount of $212,060 including accrued interest for the above 1800\nDiagonal Lending promissory notes.

As\nof June 30, 2026 and 2025 the total balance of these 1800 Diagonal Lending promissory notes amounted to $0 and $212,060, respectively\nand accrued interest of $0 and $7,638, respectively.

Red\nRoad Holdings Promissory Note

On\nDecember 4, 2024, the Company entered into a 15% promissory note in the amount of $49,200 less original issue discount of $8,200 and\nlegal and financing costs of $6,000 for net proceeds of $35,000 with Red Road Holdings. The principal and accrued interest was payable\non 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\nrate of twenty two percent (22%) per annum from the due date thereof until the same was paid. Accrued interest and outstanding principal,\nsubject 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\nto 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\nCompany had a five (5) day grace period with respect to each payment.

The\nCompany had the right to accelerate payments or prepay in full at any time with no prepayment penalty. At any time following an event\nof default, the noteholder had the right, to convert all or any part of the outstanding and unpaid amount of the note into shares of\ncommon stock. The conversion price of the note was equal to 65% multiplied by the lowest trading price for the common stock during the\n10 trading days prior to the conversion date (representing a discount rate of 35%) subject to a 4.99% beneficial ownership limitations.\nUpon the occurrence of any event of defaults, the note was immediately due and payable in an amount equal to 150% default percentage\nmultiplied by the sum of the outstanding principal balances plus accrued interest and default interest.

As\nof June 30, 2025, the total balance of principal and accrued interest of the Red Road Holdings promissory note amounted to $24,812 and\n$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\nand accrued interest of the Red Road Holdings promissory note amounted to $0 after the full payment of the principal of $24,812 including\ninterest of $3,478 in July 2025 and August 2025.

Convertible\nNotes

The\nCompany’s convertible notes outstanding were as follows:

SCHEDULE OF CONVERTIBLE NOTES

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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-18

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

1800\nDiagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements

July\n22, 2025 Securities Purchase Agreement

On\nJuly 22, 2025, the Company entered into and closed a securities purchase agreement with 1800 Diagonal, pursuant to which the 1800 Diagonal\nagreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $112,350, for a purchase price\nof $107,000. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note was April\n30, 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\ncommon stock at the option of 1800 Diagonal any time after 180 days from the date of issuance. This note contained debt issue costs of\n$7,000. The Company fully repaid this note in August 2025.

The\nfollowing terms shall apply to the above 1800 Diagonal notes:

The\n1800 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\nthe Company’s common stock; but was not payable until the 1800 Diagonal Note became payable, whether at the maturity date or upon\nacceleration or by prepayment.

The\nconversion prices for the above1800 Diagonal note was 75% (representing a 25% discount) of the market price which meant the average of\nthe lowest ten trading prices of the common stock for the ten trading days immediately prior to the delivery of a notice of conversion.\nNotwithstanding the foregoing, 1800 Diagonal was restricted from effecting a conversion if such conversion, along with other shares of\nthe Company’s common stock beneficially owned by 1800 Diagonal and its affiliates, exceeds 9.99% of the outstanding shares of the\nCompany’s common stock. The Company treated the convertible note as stock settled debt under ASC 480 and accordingly the Company\nrecorded a total debt premium of $37,450 which was recorded during the year ended June 30, 2026.

Upon\ncertain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company must pay 1800 Diagonal\n150% of the then-outstanding principal amount of the above 1800 Diagonal note, plus any interest accrued upon such event of default or\nprior events of default (the “Default Amount”). Further, upon any event of default relating to the failure to issue shares\nof common stock upon the conversion of such notes, such note become immediately due and payable in an amount equal to twice the Default\nAmount.

The\ntotal principal amount outstanding under the above 1800 Diagonal financing agreements was $0 as of June 30, 2026 following the repayment\nin full of principal balance of $112,350 including accrued interest and prepayment penalty of $23,283. Accordingly, $37,450 of the put\npremium was recorded into gain on extinguishment of debt in respect to the 1800 Diagonal financing agreements during the year ended June\n30, 2026 following repayment of the principal balance.

ONE44\nCapital Securities Purchase Agreements

December\n8, 2023 Securities Purchase Agreement

On\nDecember 8, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible\nredeemable note (the “December 8, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $150,000, such\nprincipal and the interest thereon are convertible into shares of the common stock at the option of ONE44 any time after the six-month\nanniversary of the December 8, 2023 ONE44 Note. The transaction contemplated by such purchase agreement closed on December 8, 2023. The\nDecember 8, 2023 One44 Note contains an original issue discount amount of $15,000. Pursuant to the terms of such purchase agreement,\nthe Company paid $7,500 for ONE44’s legal fees. The Company used the net proceeds from the December 8, 2023 ONE44 Note for general\nworking capital purposes. The maturity date of the December 8, 2023 One44 Note was December 8, 2024. The December 8, 2023 ONE44 Note\nbears interest at a rate of 10% per annum, which interest is payable in shares of common stock, but is not payable until the maturity\ndate or upon acceleration or by prepayment of such note. The December 8, 2023 One44 Note along with accrued interest was fully converted\nin August 2025.

F-19

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\nfollowing terms shall apply to the above ONE44 note:

During\nthe first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid\ninterest due under the above note issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of\nthe note, at a premium ranging from 120% to 135% as defined in the relevant note. After this initial 180-day period, the Company does\nnot have a right to prepay such note.

The\nconversion price for the above ONE44 note was 60% (representing a 40% discount) of the market price of the common stock, which was based\non the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice\nof conversion. Notwithstanding the foregoing, such note was subject to 4.99% beneficial ownership limitations. The above ONE44 note was\ntreated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $100,000 which was recorded\nduring fiscal year 2024.

The\nabove ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable.\nIn addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum,\nor if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain\nevents of default may trigger penalty and liquidated damage provisions. In the event that the Company fails to deliver to ONE44 shares\nof common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $250 per day the shares\nare not issued beginning on the 4^th day after the conversion notice was delivered to the Company. This penalty increases to\n$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,\nsuch ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20%.

The\ntotal principal amount and accrued interest outstanding under the above ONE44 financing agreement was $0 as of June 30, 2026 following\nconversion of $104,460 of the principal balance and $17,715 accrued interest during the year ended June 30, 2026. Accordingly, $69,640\nof the put premium was released to additional paid in capital in respect to the ONE44 financing following the conversion of the principal\nbalance.

GS\nCapital Partners Securities Purchase Agreements

August\n23, 2023 Securities Purchase Agreement

On\nAugust 23, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $77,500, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$5,000 original issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of\n$2,500. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nto 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\nbe payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital\nNote was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital\nsurrendering the same. The initial conversion price for the GS Capital Note was equal to $60,000 per share, provided that the fixed price\nwill 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\ntrading 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\ntrading price of the Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment\nevery thirty calendar days during the period in which the Company remained in default. The August 23, 2023 GS Capital Note along with\naccrued interest was fully converted in July 2024.

F-20

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

October\n12, 2023 Securities Purchase Agreement

On\nOctober 12, 2023, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $61,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$3,500 original issue discount. Pursuant to the terms of the GS Purchase Agreement, the Company paid GS Capital’s legal fees of\n$2,500. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nand 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\nbut shall not be payable until the GS Capital Note became payable, whether at the Maturity Date or upon acceleration or by prepayment.\nThe GS Capital Note was exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested\nby GS Capital surrendering the same. The initial conversion price for the GS Capital Note was equal to $22,500 per share (the “Fixed\nPrice”), provided that the Fixed Price will be reduced to $15,000 per share in the event that the market price of the Common Stock\ntrades below $11,250 per share for ten consecutive trading days. In the event of a default under the Note and unless the Fixed Price\nwas lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten trading days immediately preceding\nsuch default, which price was subject to re-adjustment every thirty calendar days during the period in which the Company remained in\ndefault. The October 12, 2023 GS Capital Note along with accrued interest was fully converted in August 2025.

April\n12, 2024 Securities Purchase Agreement

On\nApril 12, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $27,500, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$2,500 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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,\nwhich 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\nbecame payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal\naggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial\nconversion 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\nin the event that the market price of the Common Stock trades below $2,100 per share for five consecutive trading days. In the event\nof a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the\nCommon Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar\ndays during the period in which the Company remained in default. The April 12, 2024 GS Capital Note along with accrued interest was fully\nconverted in August 2025.

August\n2, 2024 Securities Purchase Agreement

The\nmaturity 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,\nwhich 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\nbecame payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal\naggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial\nconversion 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\nin the event that the market price of the Common Stock trades below $2,100 per share for five consecutive trading days. In the event\nof a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the\nCommon Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar\ndays during the period in which the Company remained in default. The August 2, 2024 GS Capital Note was fully repaid in August 2025 along\nwith accrued interest of $2,748.

F-21

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

September\n20, 2024 Securities Purchase Agreement

On\nSeptember 20, 2024, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $33,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$3,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

The\nmaturity 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\nannum, 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\nNote became payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an\nequal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The\ninitial conversion price for the GS Capital Note was equal to $450 per share, provided that the fixed price will be reduced to $150 per\nshare in the event that the market price of the Common Stock trades below $450 per share for five consecutive trading days. In the event\nof a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the\nCommon Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar\ndays during the period in which the Company remained in default. The September 20, 2024 GS Capital Note was fully repaid in August 2025\nalong with accrued interest of $2,416.

February\n7, 2025 Securities Purchase Agreement

The\nmaturity 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\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor 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\nthe market price of the Common Stock traded below $200 per share for five consecutive trading days. In the event of a default under the\nnote and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten\ntrading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period\nin which the Company remained in default. The February 7, 2025 GS Capital Note along with accrued interest was fully converted in October\n2025.

March\n11, 2025 Securities Purchase Agreement

The\nmaturity 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\nmay 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,\nwhether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable for an equal aggregate principal\namount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price\nfor 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\nthe market price of the Common Stock trades below $125 per share for five consecutive trading days. In the event of a default under the\nnote and unless the fixed price was lower, such conversion price was equal to the lowest trading price of the Common Stock for the ten\ntrading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar days during the period\nin which the Company remained in default. The March 11, 2025 GS Capital Note along with accrued interest was fully converted in December\n2025.

April\n15, 2025 Securities Purchase Agreement

On\nApril 15, 2025, the Company entered into a securities purchase agreement with GS Capital Partners, LLC, pursuant to which GS Capital\npurchased a convertible redeemable note from the Company in the aggregate principal amount of $55,000, such principal and the interest\nthereon were convertible into shares of the Company’s common stock at the option of GS Capital. The GS Capital Note contained a\n$5,000 original issue discount. The Company used the net proceeds from the GS Capital Note for general working capital purposes.

F-22

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\nmaturity date of the GS Capital Note was December 15, 2025 and was currently in default. The GS Capital Note bore interest at a rate\nof 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\nGS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note was exchangeable\nfor an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same.\nThe 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\nper share in the event that the market price of the Common Stock trades below $100 per share for five consecutive trading days. In the\nevent of a default under the note and unless the fixed price was lower, such conversion price was equal to the lowest trading price of\nthe Common Stock for the ten trading days immediately preceding such default, which price was subject to re-adjustment every thirty calendar\ndays during the period in which the Company remained in default. On April 14, 2026, the Company entered into a promissory note extension\nagreement with GS Capital whereby the lender agreed to extend the maturity date of this note from December 15, 2025 to July 15, 2026.\nThe April 15, 2025 GS Capital Note along with accrued interest was fully converted in June 2026.

The\nfollowing terms shall apply to all of the above GS Capital notes:

The\nabove GS Capital notes were bifurcated from the embedded conversion option which was recorded as derivative liabilities at fair value\n(see Note 12).

During\nthe 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\nbut unpaid interest due under all of the above notes issued to GS Capital, together with any other amounts that the Company may owe GS\nCapital under the terms of the notes, at a premium ranging from 110% to 125% of the principal amount and interest of such note. After\nthis initial 180-day period, the Company does not have a right to prepay such notes.

Upon\nthe occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24% per annum\nor, 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\nthe Company failed to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under all of the\nabove GS Capital notes, the penalty becomes $250 per day for each day that the shares were not issued beginning on the 4^th\nday after the conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10^th\nday. 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\nand instead the outstanding principal amount increases by 20%.

The\ntotal principal outstanding and accrued interest under all of the above GS Capital notes were both $0, as of June 30, 2026, following\nconversion of $186,650 of the principal balance, $18,580 accrued interest and $2,812 conversion fees during the year ended June 30, 2026.\nAdditionally, the Company repaid total principal balance of $66,000 and accrued interest of $5,164 in August 2025.

F-23

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

104\nLLC Securities Purchase Agreement

March\n5, 2024 Securities Purchase Agreement

Effective\nMarch 5, 2024, the Company entered into and closed a securities purchase agreement with 104 LLC (“104”), pursuant to which\n104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $50,000, for a purchase price\nof $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\nproceeds therefrom for general working capital purposes. The maturity date of the note was March 1, 2025 and was in default. The note\nbore 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\nMarch 5, 2024 104 note along with accrued interest was fully converted in August 2025.

June\n20, 2024 Securities Purchase Agreement

Effective\nJune 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase\na convertible promissory note from the Company in the aggregate principal amount of $33,750, for a purchase price of $30,375, after an\noriginal issue discount of $3,375. The Company paid legal and financing costs of $5,200. The Company used the net proceeds therefrom\nfor general working capital purposes. The maturity date of the note was June 20, 2025 and was in default. The note bore interest at a\nrate 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\nnote along with accrued interest was fully converted in August 2025.

The\nprincipal and interest on the notes were convertible into shares of common stock of the Company at the option of 104 at any time following\nthe issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65% of the lowest closing trade price\nof the common stock during the ten (10) trading days prior to conversion (representing a discount of 35%). Notwithstanding the foregoing,\nsuch conversions were subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations\nand similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets. Pursuant to the\nnotes, the Company was required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase\nof such reserved amount to reflect the Company’s obligations under the notes. The above 104 notes were treated as stock settled\ndebt under ASC 480 and accordingly the Company recorded a total of $45,096 as a put premium during fiscal year 2024.

During\nthe first 60 days following the date of the notes, the Company had the right to prepay the principal and accrued but unpaid interest\ndue under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases\nto (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty\npercent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%)\nif prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have\na right to prepay the notes.

The\n104 notes contained certain events of default, including failure to pay principal and interest when due, failure to timely issue the\nconversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes\nthe quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting\nrequirements with the U.S. Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the\nCompany under any other note issued to the investor, as well as certain customary events of default set forth in the notes, including,\namong others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation. Upon an event of default,\nthe notes became immediately due and payable by the Company. Upon the occurrence of any event of defaults, these notes were immediately\ndue and payable in an amount equal to 150% default percentage multiplied by the sum of the outstanding principal balances plus accrued\ninterest and default interest.

F-24

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Geebis\nConsulting Purchase Agreement

December\n13, 2024 Securities Purchase Agreement

The\nmaturity 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\ninterest may be paid by the Company to Geebis in shares of common stock but shall not be payable until the Geebis note became payable,\nwhether at the Maturity Date or upon acceleration or by prepayment. The Geebis note was exchangeable for an equal aggregate principal\namount of note of different authorized denominations, as requested by Geebis surrendering the same. The initial conversion price for\nthe 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\nprice of the common stock trades below $450 per share for five consecutive trading days. In the event of default, the conversion price\nshall be equal to the lowest trading price of the common stock on which the Company’s shares were then traded or any exchange upon\nwhich the common stock may be traded in the future.

June\n12, 2025 Securities Purchase Agreement

On\nJune 12, 2025, the Company entered into a securities purchase agreement with Geebis, pursuant to which Geebis purchased a convertible\nredeemable note from the Company in the aggregate principal amount of $25,000, such principal and the interest thereon were convertible\ninto shares of the Company’s common stock at the option of Geebis. The Geebis note contained a $2,500 original issue discount.\nThe Company used the net proceeds from the Geebis note for general working capital purposes. The initial conversion price for this\nnote 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\nof the common stock trades below $75 per share for five consecutive trading days. In the event of default, the conversion price shall\nbe 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\nupon which the common stock may be traded in the future.

The\nfollowing terms shall apply to all of the above Geebis notes:

Upon\nthe occurrence and during the continuation of certain events of default, interest accrued at a default interest rate of 24% per annum\nor, 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\nthe Company failed to deliver to Geebis shares of common stock issuable upon conversion of principal or interest under all of the above\nGeebis note, the penalty became $250 per day for each day that the shares were not issued beginning on the 4^th day after the\nconversion notice was delivered to the Company. This penalty increased to $500 per day beginning on the 10^th day. In the event\nthat the Company loss the bid price of its common stock on OTC markets, such Geebis notes do not incur penalty and instead the outstanding\nprincipal amount increases by 20%.

F-25

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

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\n30, 2026.

Amortization\nof debt discounts

The\nCompany recorded $12,350 and $244,000 of debt discounts related to the above note issuances during the years ended June 30, 2026 and\n2025, respectively. The Company recorded $37,450 and $0 of put premiums related to the above note issuances during the years ended June\n30, 2026 and 2025, respectively. The debt discounts are being amortized over the term of the debt and the put premiums are expensed on\nissuance of the debt with the liability released to additional paid in capital on conversion of the principal.

Amortization\nof all debt discounts for the years ended June 30, 2026 and 2025 was $210,076 and $303,563, respectively.

The\nCompany reclassified $114,399 and $10,229 in put premiums to additional paid in capital following conversions during the years ended\nJune 30, 2026 and 2025, respectively. Additionally, $37,450 of the put premium was recorded into gain on extinguishment of debt during\nthe year ended June 30, 2026 following repayment of the principal balance.

NOTE\n7 – INCOME TAXES

The\nCompany adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, during the year ended June 30, 2026.\nThe Company applied the guidance retrospectively to all periods presented. The adoption affected the Company’s income tax disclosures\nbut did not have a material impact on its consolidated financial statements. The Company evaluated the provisions of the One Big Beautiful\nBill Act (“OBBBA”) and determined that they did not have a material impact on the Company’s consolidated financial\nstatements or related income tax disclosures. The Company follows ASC 740-10-10, under which an entity recognizes deferred tax assets\nand liabilities for future tax consequences or for events that were previously recognized in the Company’s financial statements\nor tax returns. The measurement of deferred tax assets and liabilities is based on enacted tax law provisions. The effects of future\nchanges in tax laws or rates are not anticipated. Through June 30, 2010, the Company operated exclusively in Australia. The Company was\nwholly subject to Australian income tax laws and regulations, which are administered by the Australian Taxation Office for the years\nended June 30, 2010 and all prior years.

On\nNovember 23, 2010, the Company was incorporated in the state of Delaware. In January 2011, the Company acquired all of the outstanding\nshares 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\nof these transactions, the Company is subject to the income tax laws of both the United States and Australia for the years ended June\n30, 2014 through June 30, 2026.

The\nreconciliation of income tax expense computed at the U.S. federal statutory rate of 21% to the income tax provision for the years ended\nJune 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\nwere no tax benefit on its consolidated statement of operations and comprehensive income (loss) in both fiscal year 2026 and 2025.

F-26

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Deferred\nincome taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial\nreporting purposes and amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities\nconsist 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\nJune 30, 2026, the Company had U.S. net operating loss carry forwards of $96,782,863 that may be offset against future taxable income,\nsubject to limitation under IRC Section 382. At June 30, 2026, the Company had Australia net operating loss carry forwards of $29,159,115\nwhich can be carried forward without expiration. No tax benefit has been reported on the June 30, 2026 and 2025 consolidated financial\nstatements due to the uncertainty surrounding the realizability of the benefit, based on a more likely than not criteria and in consideration\nof available positive and negative evidence.

The\nCompany applied the “more-likely-than-not” recognition threshold to all tax positions taken or expected to be taken in a\ntax return, which resulted in no unrecognized tax benefits as of June 30, 2026 and 2025, respectively.

Management\nhas determined that the realization of the net deferred tax asset is not assured and has created a valuation allowance for the entire\namount of such benefits.

The\nCompany follows ASC 740-10, which provides guidance for the recognition and measurement of certain tax positions in an enterprise’s\nfinancial statements. Recognition involves a determination whether it is more likely than not that a tax position will be sustained upon\nexamination with the presumption that the tax position will be examined by the appropriate taxing authority having full knowledge of\nall relevant information.

The\nCompany’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the\nconsolidated statement of operations. As of June 30, 2026, the Company had no unrecognized tax benefits. There were no changes in the\nCompany’s unrecognized tax benefits during the years ended June 30, 2026 and 2025. The Company did not recognize any interest or\npenalties during fiscal 2026 or 2025 related to unrecognized tax benefits.

The\nincome tax returns filed for the tax years from inception will be subject to examination by the relevant taxing authorities.

NOTE\n8 – STOCKHOLDERS’ EQUITY

Reverse\nStock Split

On\nAugust 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\noutstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for\nthe Company to proceed to and execute a reverse stock split of the Company’s\nissued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the\n“January 2025 Reverse Stock Split”). The January 2025 Reverse Stock Split became effective as of January 29, 2025. Proportional\nadjustments for the Reverse Stock Split were made to the Company’s outstanding stock options, warrants and equity incentive plans.

F-27

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

In\nMarch 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\noutstanding capital stock as of March 2026 and the Company’s Board of Directors approving such actions as are necessary for the\nCompany to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued\nand outstanding shares of common stock at a ratio of one post-split share per twenty-five pre-split shares (1:25) (the “Reverse\nStock Split”). The Reverse Stock Split became effective as of May 18, 2026. Proportional adjustments for the Reverse Stock Split\nwere made to the Company’s outstanding stock options, warrants and equity incentive plans.

All\nshare and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial\nstatements to reflect the reverse stock splits.

Preferred\nStock

The\ntotal 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\nshares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in\nany certificate of designation filed by the Company with the State of Delaware.

Series\nA Preferred Stock

Of\nthe total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”),\npursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware\non 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\nB Preferred Stock

Pursuant\nto a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred\nstock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”).\nEach holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number\nof shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of\nstockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of\nthe Company. One share of Series B Preferred Stock is issued and outstanding as of June 30, 2026 and 2025. Mr. Nathanielsz, the Company’s\nChief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

No\nadditional shares of Series A Preferred Stock or Series B Preferred Stock were issued during fiscal year 2026 and 2025.

Convertible\nSeries C Preferred Stock and Series C Warrants

On\nNovember 4, 2025 (the “Closing Date”), the Company completed a private placement pursuant to a Securities Purchase\nAgreement with Hexstone Capital LLC (“Hexstone”). At closing, Hexstone purchased 100\nshares of Series C Preferred Stock (the “Initial Preferred Shares”), par value $0.01,\nwith a stated value of $10,000\nper share, for total gross proceeds of $1,000,099.\nThe Company paid legal fees of $50,000\nrelated 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\ntransaction, the Company also issued warrants to purchase up to 9,900\nadditional shares of Series C Preferred Stock. Each warrant is exercisable for one share of Series C Preferred Stock at an exercise\nprice of $10,000\nper share (subject to equitable adjustments by the Company relating to stock-splits, reclassifications, combination, extraordinary\ndistributions and similar events) and expires two years from issuance. The Series C Preferred Stock and warrants were issued in a\nprivate placement.

The\nSeries 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\nvalue of such Series C Preferred Stock and (B) the amount per share such holder would receive if such holder converted into Common Stock\nimmediately prior to the date of such payment. The holder of Series C Preferred Stock shall have a dividend rate of 0%. However, the\ndividend rate shall automatically be increased to ten percent (10.0%) per annum upon any bankruptcy triggering event as defined in the\nCertificate of Designation.

F-28

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

At\nany time after the initial issuance date, each share of Series C Preferred Stock shall be convertible into shares of common stock of\nthe Company by the holder thereof by dividing the stated amount of each share of Series C Preferred Stock of $10,000\nby the conversion price. The conversion price shall be the lesser of the fixed conversion price of $125.00\nper share or 85% (or 70% if the common stock is suspended from trading on or delisted from the principal market at any time after\nthe initial issuance date (whether or not subsequently cured)), or, in the case of the Initial Preferred Shares) of the of the\nlowest trading price of the Common Stock during the period beginning on the day the holder sends a conversion notice to the Company\nand ending on the trading day on which the aggregate dollar volume of the Company’s common stock exceeds the product of the\nconversion amount set forth on the applicable conversion notice multiplied by seven (7) after the applicable holder receives the\nshares of common stock issuable upon conversion of the Series C Preferred Stock, subject to a five (5) trading day minimum (such\nperiod, the “Conversion Measuring Period”); provided, however, that each day on which (i) the Common Stock has been\nsuspended for trading on all Eligible Markets, (ii) Conversion Shares cannot be sold by the Holder because of violation of Section\n32 by the Company, or (iii) Conversion Shares are not delivered after the Share Delivery Deadline, that day’s dollar volume\nshall be excluded from the calculation of the total aggregate dollar volume of the Conversion Measuring Period. All such\ndeterminations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or similar\ntransaction that proportionately decreases or increases the Common Stock during such Conversion Measuring Period; provided further\nthat in no event shall the Conversion Price be lower than the initial Floor Price of $12.50\nsubject to adjustment per the Board’s discretion. In February 2026, the floor price was adjusted to a new floor price of\n$1.25.\nIn May 2026, the floor price was readjusted to $0.05 after the reverse stock split. As of June 30, 2026, the effective floor\nprice is $0.05.

Subject\nto the limitations specified in the Certificate of Designation, holders of Series C Preferred Stock shall have the right to vote on all\nmatters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an\n“as converted” basis using the conversion price.

Upon\nany bankruptcy triggering event, the Company were to immediately redeem, in cash, each of the Series C Preferred Stock then outstanding\nat a redemption price equal to the applicable triggering event redemption price. Each of the Series C Preferred Stock subject to redemption\nby 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\nbe redeemed multiplied by (B) the redemption premium of 110% and (ii) the product of (X) the conversion rate with respect to the conversion\namount in effect multiplied by (Y) the product of (1) the redemption premium of 110% multiplied by (2) the VWAP of the Common Stock on\nany trading day during the period commencing on the date immediately preceding such triggering event and ending on the trading date prior\nto the date the Company makes the entire payment required to be made. On May 5, 2026, the Company filed a certificate of amendment of\ncertificate of designations of Series C Convertible Preferred Stock whereby amongst other things, the Company removed the mandatory redemption\nupon any bankruptcy triggering event (the “May 5, 2026 Amended Series C Designation”).

Although\nthe Series C Preferred Stock does not have a fixed maturity date and is not mandatorily redeemable on a specified date, the contingent\nmandatory redemption feature upon a bankruptcy triggering event was considered a conditional obligation to transfer assets outside the\nCompany’s control. Accordingly, the Company determined that under ASC 480, the Series C Preferred Stock was initially treated as\ntemporary equity until the May 5, 2026 Amended Series C Designation. Upon issuance of the Series C Preferred Stock, the Company allocated\nthe fair value of $117,754 to the Series C Preferred and subsequent accretion to redemption value at issuance date. Accordingly, during\nthe year ended June 30, 2026, the Company accreted $882,246 to redemption value along with the $50,000 in offering costs and was recorded\nas deemed dividend totaling $932,246 which was charged to additional paid in capital in the absence of retained earnings in the Company.\nOn 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\nredemption value of $1,000,000 and was reclassified from temporary equity to permanent equity.

Additionally,\ndue to delayed filing and declaration of effectiveness relative to the deadlines defined in the Registration Rights Agreement in connection\nwith this Securities Purchase Agreement, the Company accrued a registration rights penalty amounting to $6,000, which is payable\nin 100,000 shares of the Company’s common stock to Hexstone and was included in accrued expenses and other payables on the accompanying\nconsolidated balance sheets as of June 30, 2026 and a corresponding other expense during the year ended June 30, 2026.

Series\nC Preferred Stock Conversions

In\nJanuary 2026, the Company issued an aggregate of 183,655 shares of its common stock as a result of the conversion of 50 Initial Preferred\nShares of the Series C Preferred stock during such period.

Between\nMarch 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\nof Series C Preferred stock during such period.

In\nJune 2026, the Company issued an aggregate of 323,856 shares of its common stock and recorded common stock issuable of 295,340 shares\nas a result of the conversion of 50 shares of Series C Preferred stock during such period. The common stock issuable of 295,340 shares\nwere issued between July 2026 and August 2026.

In\nJune 2026, the Company issued an aggregate of 408,451 shares of its common stock and recorded common stock issuable of 141,000 shares\nas a result of the conversion of 50 Initial Preferred Shares of Series C Preferred stock during such period. The common stock issuable\nof 141,000 shares were issued in July 2026.

F-29

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Issuance\nof Series C Preferred Stock upon exercise of Series C Warrants

In\nFebruary 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price\nof $10,000 per share and received aggregate gross proceeds of $500,000.

In\nMarch 2026, the Company issued 50 shares of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price\nof $10,000 per share and received aggregate gross proceeds of $500,000.

In\nApril 2026, the Company issued 50 share of Series C preferred stock upon the exercise of 50 Series C Warrants with an exercise price\nof $10,000 per share and received aggregate gross proceeds of $500,000.

Accordingly,\nthe fair value of the warrant liability on the date of exercise of $8,925 was reclassified into additional paid in capital during the\nyear ended June 30, 2026.

In\nJune 2026, the Company issued 150 shares of Series C preferred stock upon the exercise of 150 Series C Warrants with an exercise price\nof $10,000 per share and received aggregate gross proceeds of $1,500,000.

There\nwere 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\nC Warrants

The\nCompany had previously accounted for the 9,900 warrants issued on November 4, 2025, in accordance with the guidance contained in ASC\n815 “Derivatives and Hedging” whereby under that provision these warrants did not meet the criteria for equity treatment\nand were recorded as a liability since the host instrument itself (Series C Preferred Stock) was classified as temporary equity.

The\ninitial 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\ndate with the change in fair value reported within other income in the accompanying consolidated statements of operations as “Change\nin fair value of warrant liability” until the warrants are exercised, expired or other facts and circumstances lead the warrant\nliability to be reclassified to stockholders’ equity which occurred on May 5, 2026 due to the May 5, 2026 Amended Series C Designation.

The\nCompany utilized a Monte Carlo Simulation model to estimate the fair values of the 9,900 warrants, which incorporated significant inputs\nthat were not observable in the market, and thus represents a Level 3 measurement as defined in ASC 820. The unobservable inputs utilized\nfor measuring the fair value of the contingent consideration reflect management’s own assumptions about the assumptions that market\nparticipants would use in valuing the contingent consideration. The Company determined the fair value by using the below key inputs to\nthe Monte Carlo Simulation Model.

The\nkey inputs for the warrant liability were as follows as of initial valuation on November 4, 2025:

SCHEDULE\nOF KEY INPUTS WARRANT LIABILITY

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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\nkey inputs for the warrant liability were as follows as of May 5, 2026 (date of reclassification of warrant liability into equity):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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-30

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Accordingly,\nthe total fair value of the warrant liability on May 5, 2026 of $973,115 was reclassified into additional paid in capital during the\nyear ended June 30, 2026.

Common\nStock

Shares\nissued for cash

On\nAugust 14, 2025, the Company entered into an underwriting agreement with D. Boral Capital, LLC, as representative of the\nunderwriters in connection with a public offering of the Company’s common stock. The Underwriting Agreement provided for the\noffer and sale of 40,000\nshares of common stock at a price to the public of $100.00\nper share (the “Offering”). In connection therewith, the Company agreed to issue to the representative, warrants to\npurchase 1,200\nof shares of common stock at a price equal $100.00\nper share (the “Representative’s Warrants”). The Representative’s Warrants are exercisable at any time and\nfrom time to time, in whole or in part, from February 15, 2026 through August 15, 2030 and contains cashless exercise provision. The\nCompany also granted the Underwriters an overallotment option for a period of 45 days to purchase up to an additional 6,000\nshares of common stock which was not consummated. The Company paid underwriting commissions and offering expenses under the terms of\nthe agreement of $535,000\nin August 2025 upon closing of the Offering (see below).

On\nAugust 18, 2025, the Offering was completed. At the closing, the Company (i) sold 40,000\nshares of Common Stock for total gross proceeds of $4,000,000,\nand (ii) issued the Representative’s Warrants. After deducting the underwriting commissions and offering expenses, the Company\nreceived net proceeds of approximately $3.3\nmillion after deducting commissions and related offering expenses (including legal and accounting fees) of approximately $686,000\n(“Total Offering Fees”). During the year ended June 30, 2026, deferred offering costs of $281,773\n(included in the Total Offering Fees) were charged to additional paid-in capital upon the completion of the Offering.

Shares\nissued for conversion of convertible debt

From\nJuly 1, 2024 through March 2025, the Company issued an aggregate of 353 shares of its common stock at an average contractual conversion\nprice 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\noutstanding convertible notes converted during the year.

Included\nin the above conversion during the year ended June 30, 2025, were principal aggregate amount of convertible notes of $54,850, accrued\ninterest of $4,365 and conversion fees of $3,770 containing bifurcated embedded conversion option derivatives which were converted into\ncommon stock. Accordingly, the fair market value of the shares issued upon conversion was $154,154, resulting in a loss on extinguishment\nat 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\ntime of conversion, resulting in a net loss of $17,529 which is included in gain (loss) on extinguishment of debt in the accompanying\nconsolidated statements of operations.

The\nCompany reclassified $10,229 from put premium liabilities to additional paid in capital following conversions and repayment during the\nyear ended June 30, 2025.

From\nJuly 1, 2025 through September 30, 2025, the Company issued an aggregate of 7,799 shares of its common stock at an average contractual\nconversion price of approximately $44 as a result of the conversion of principal of $298,797, interest of $37,053 and conversion fees\n$4,906 underlying certain outstanding convertible notes converted during such period.

From\nOctober 1, 2025 through December 31, 2025, the Company issued an aggregate of 5,107 shares of its common stock at an average contractual\nconversion price of approximately $44 as a result of the conversion of principal of $76,000, interest of $4,441 and conversion fees $937\nunderlying certain outstanding convertible notes converted during such period.

In\nJune 2026, the Company issued an aggregate of 67,832 shares of its common stock at an average contractual conversion price of approximately\n$0.90 as a result of the conversion of principal of $55,000, interest of $5,043 and conversion fees $937 underlying certain outstanding\nconvertible notes converted during such period.

Included\nin the above conversion during the year ended June 30, 2026, were principal aggregate amount of convertible notes of $200,650, accrued\ninterest of $20,003 and conversion fees of $3,280 containing bifurcated embedded conversion option derivatives were converted into common\nstock. Accordingly, the fair market value of the shares issued upon conversion was $444,258, resulting in a loss on extinguishment at\nthe time of conversion of $220,325 and $390,182 of derivative liability fair value was recorded as a gain on extinguishment at the time\nof conversion, resulting in a net gain of $169,857 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated\nstatements of operations.

The\nCompany reclassified $114,399 from put premium liabilities to additional paid in capital following conversions during the year ended\nJune 30, 2026.

F-31

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Shares\nissued for conversion of Series C Preferred Stock

In\nJanuary 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\nC Preferred stock during such period.

Between\nMarch 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\nof Series C Preferred stock during such period.

In\nJune 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\nC Preferred stock during such period.

In\nJune 2026, the Company issued an aggregate of 408,451 shares of its common stock as a result of the conversion of 50 Initial Preferred\nShares of Series C Preferred stock during such period.

Shares\nissued for services rendered

On\nAugust 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August\n12, 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\nof common stock to the consultants related to this consulting agreement. Those shares were valued at approximately $1,500 per share or\n$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\nrecorded stock-based compensation of $15,000.

On\nMarch 3, 2025, the Company issued an aggregate of 342,220 shares of common stock to certain officers, employees, directors and consultants\nfor services rendered. Those shares were valued at approximately $150 per share or $51,333,000, being the closing price of the stock\non the date of grant. During the year ended June 30, 2025, the Company recorded stock-based compensation of $51,333,000. On August 15,\n2025, the Company and a consultant agreed to enter into a three-month consulting agreement to provide digital marketing related services\nfor a monthly fee of $100,000 and a one-time payment of $300,000 upon signing this agreement.

On\nAugust 30, 2025, the Company amended this agreement whereby the Company agreed to provide additional compensation by issuing 20,000 shares\nof common stock every three months. The first issuance of shares occurred on September 1, 2025 and subsequent issuances shall occur on\nthe first day of every three-month period thereafter. Except for the changes made in the amendment, all other terms and provisions of\nthe original agreement shall remain unchanged and in full force and effect. These shares were valued at approximately $68 or $1,365,000,\nbeing the closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation\nof $1,365,000.

On\nAugust 24, 2025, the Company incurred consulting fees of $43,748 for management advisory services rendered to a consultant. The Company\nagreed to issue 437 shares of shares of common stock to consultant. These shares were valued at approximately $100 or $43,748, being\nthe closing price of the stock on the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation\nof $43,748.

In\nOctober 2025, the Company issued an aggregate of 173 share of common stock for services rendered and to be rendered from September 25,\n2025 to December 25, 2025 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately\n$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\ncompensation of $7,500.

In\nJanuary 2026, the Company issued an aggregate of 593 shares of common stock for services rendered and to be rendered from December 26,\n2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately\n$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\ncompensation of $7,500.

On\nMarch 16, 2026, the Company issued an aggregate of 1,020,000 shares of common stock to certain officers, employees, directors and consultants\nfor services rendered. Those shares were valued at approximately $3.50 per share or $3,570,000, being the closing price of the stock\non the date of grant. During the year ended June 30, 2026, the Company recorded stock-based compensation of $3,570,000 related to such\ngrant.

F-32

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Shares\nissued for prepaid services

Between\nJanuary 9, 2025 and March 23, 2025, the Company issued an aggregate of 81,000 shares of fully vested, non-forfeitable common stock to\nvarious consultants for consulting, investor relations and business advisory services with service terms ranging from 6 months to three\nyears. Those shares were valued at a weighted average price of approximately $300 (ranging from $175 to $375) or $23,881,110, being the\nclosing prices of the stock on each respective date of grants. During the years ended June 30, 2026 and 2025, the Company recorded stock-based\ncompensation of $8,498,492 and $4,621,230, respectively, related to this transaction.

On\nMarch 16, 2026, the Company issued an additional 300,000 shares of fully vested, non-forfeitable common stock to various consultants\nfor consulting, investor relations and business advisory services related to existing 3-year consulting agreements dated between January\n2025 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\nthe date of grant. At the date of grant, the Company recorded prepaid expense – current portion of $589,523 and prepaid expense\n– long-term portion of $460,477 to be amortized over the remaining terms of the respective agreements. During the year ended June\n30, 2026, the Company recorded stock-based compensation of $8,498,492 related to this transaction.

At\nJune 30, 2025, the Company recorded prepaid (stock based) expense – current portion of $8,334,046 and prepaid (stock based) expense\n– long-term portion of $10,925,835 to be amortized over the terms of the respective agreements. At June 30, 2026, the Company recorded\nprepaid (stock based) expense – current portion of $7,620,846 and prepaid (stock based) expense – long-term portion of $4,190,543\nto be amortized over the terms of the respective agreements.

Shares\nissued in connection with Debt Exchange Agreements

Between\nJanuary 5, 2025 and March 5, 2025, the Company issued an aggregate of 2,040 shares of common stock to certain vendors in exchange for\npayment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements. Those shares were valued at a weighted\naverage price of approximately $225 (ranging from $175 to $325) or $437,500, being the closing prices of the stock on each respective\ndate of grants. Common stock issuable of 310 shares shall be issued due to the reduced offering price provision as defined in the debt\nexchange agreement to such vendor. Accordingly, the fair market value of the shares issued and issuable was $468,500, resulting in a\nloss on extinguishment of debt at the time of exchange of $339,146 during the year ended June 30, 2025.

On\nJanuary 23, 2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange\nfor the total outstanding loan of $74,395. Those shares were valued at approximately $325 per share or $375,000, being the closing price\nof the stock on the date of grant to the former director. Accordingly, the fair market value of the shares issued was $375,000, resulting\nin a loss on extinguishment of debt at the time of exchange of $300,605 during the year ended June 30, 2025.

On\nFebruary 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 1,200 shares of\ncommon stock in exchange for the total outstanding loan including accrued interest of $86,248. Those shares were valued at $250 per share\nor $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\nshares 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\n30, 2025.

On\nJanuary 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge (see Note 5) and issued 15,792 shares of common stock\nin exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484. Those shares were valued at approximately\n$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\nthe time of exchange of $74,236.

Shares\nissued in connection with a Warrant Exchange Agreement

On\nMarch 3, 2025, the Company issued 36,000 shares of common stock to an investor in exchange for all the existing warrants (the “Warrant\nExchange Warrants”) that included an alternate cashless exercise provision held by the investor pursuant to a Warrant Exchange\nAgreement. The fair value of the surrendered Exchange Warrants exceeded the fair value of the 36,000 shares of common stock issued. Accordingly,\nthere was no deemed dividend recorded in connection with the Warrant Exchange Agreement. The fair value of the 36,000 shares of common\nstock issued was $150 per share or $5.4 million based on the quoted trading price on the exchange date.

F-33

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Restricted\nStock Units

Pursuant\nto employment agreements dated in May 2019, the Company granted de minimis restricted stock unit (after the Reverse Stock Split) to the\nCompany’s Chief Executive Officer and Chief Scientific Officer. Such restricted stock units are subject to vesting terms as defined\nin the employment agreements. Such restricted stock units were valued at the fair value of approximately $497,240 based on the quoted\ntrading price on the date of grant. There were $248,620 unrecognized restricted stock units expense as of June 30, 2026 and 2025. A de\nminimis amount of unvested restricted stock units which are subject to various performance conditions have not yet been met and have\nnot yet vested as of June 30, 2026 to which the above amount of $248,620 relates to.

Stock\nOptions

On\nthe Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019\nPlan”), which reserves a total of nil share of the Company’s common stock for issuance under the 2019 Plan. Incentive awards\nauthorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock\nawards and restricted stock units.

During\nthe years ended June 30, 2026 and 2025, there were de minimis number of options after the Reverse Stock Split. During the years ended\nJune 30, 2026 and 2025, the Company recognized stock-based compensation of $0 for both periods. There was $0 of unvested stock options\nexpense as of June 30, 2026. No stock options were granted during the years ended June 30, 2026 and 2025.

Stock\nWarrants

The\nfollowing 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	$	-

\n \n \n \n

On\n March 3, 2025, the Company cancelled all the existing warrants (de minimis number of shares of Series A warrants, Series B warrants,\n and Series C warrants) held by an investor pursuant to a Warrant Exchange Agreement (see above).

F-34

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Repurchase\nPlan

On\nJune 17, 2026, the Company entered into a common stock repurchase plan (the “Repurchase Plan”) with a broker. The Repurchase\nPlan provides for the repurchase of shares of the Company’s common stock in an aggregate amount of up to $5.0 million, subject\nto the terms, conditions and trading parameters specified in the Repurchase Plan. Repurchases under the Repurchase Plan may be made from\ntime to time through open-market transactions and are subject to applicable securities laws, market conditions and the limitations set\nforth in the Repurchase Plan. The Repurchase Plan does not obligate the Company to repurchase any minimum number or dollar amount of\nshares. Unless terminated earlier in accordance with its terms, the Repurchase Plan will terminate on December 31, 2026, or upon the\noccurrence of certain other events specified in the Repurchase Plan. As of June 30, 2026, no shares of common stock had been repurchased\nunder the Repurchase Plan (see Note 13).

NOTE\n9 – COMMITMENTS AND CONTINGENCIES

Legal\nMatters

On\nDecember 9, 2025, the\nCompany was served with a complaint (the “Complaint”) filed in the Superior Court of the State Delaware by an investment\nfirm (the “Investment Firm”). In the Complaint, the Investment Firm alleges breach of an engagement agreement dated\nAugust 3, 2025 (the “Engagement Agreement”) between the Company and the Investment Firm and argued that the Company owed the Investment Firm a\n$15,000 deal deposit fee for entering into the Engagement Agreement and a $250,000 break fee for not completing an equity financing\nwith the Investment Firm. On January 15, 2026, the Company filed an answer to the Complaint with the Superior Court of the State of\nDelaware and intended to vigorously defend the action. Other than as described above, there is no other action, suit, or proceeding\nby any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive\nofficers of our Company or our subsidiary, threatened against or affecting our Company, our Common Stock, our subsidiary or of our\ncompanies or our subsidiary’s officers or directors in their capacities as such, in which an adverse decision could have a\nmaterial adverse effect.

On\nJune 30, 2026, the Company entered into a settlement agreement and release with the Investment Firm pursuant to which the both parties agreed to resolve\nthe disputed claims above, in exchange for dismissal and complete release of all claims, the Company agrees to: (i) make a cash payment\nof $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\n(the “Settlement Payment”) During the year ended June 30, 2026, the Company recorded $150,000 in settlement expenses. As\nof 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\nshares of the Company’s common stock valued at $75,000.

IRS\nLiability

As\npart of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the\nInternal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary\nand 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\nfilings, 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\npenalty and interest having been accrued and is included in the accrued expenses and other payable figure on the June 30, 2026 and 2025\nconsolidated balance sheets. The Company recorded the penalties for all three years during the year ended June 30, 2018. The Company\nis current on all subsequent filings.

Operating\nAgreements

In\nNovember 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”),\nwhereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations.\nIn June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of\nthe intellectual property, while agreeing to pay royalties of 2% of net revenues to the UK University. Additionally, the Company agreed\nto pay 5% of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts\nare owed under the agreement.

F-35

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Collaboration\nAgreement

On\nSeptember 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”)\nto provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately\n52,000 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\nof the intellectual property, the Company agreed to pay royalties of 2% of net revenues to the University.

On\nOctober 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services\nto the Company. In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($35,145 USD),\nwhich 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)\nin December 2021 and 10,000 Euros ($11,715) in September 2022. Additionally, the University agreed to hire and train a doctoral student\nfor this project and the Company agreed to pay the University 25,837 Euros ($30,268 USD). In exchange for full ownership of the intellectual\nproperty, the Company agreed to pay royalties of 2% of net revenues to the University.

On\nJuly 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment\nservices to the Company. One of the Company’s Scientific Advisory Board is the lead joint researcher of the University. In exchange\nfor full ownership of the intellectual property, the Company agreed to pay royalties of 1% of net revenues each to two members of the\nScientific Advisory Board. In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($53,806\nUSD) payable as follows:

-\n18,200 Euros ($18,407 USD) upon execution (paid in August 2022),

-\n8,000 Euros ($8,091 USD) in September 2022 (paid in September 2025),

-\n7,000 Euros ($7,080 USD) in December 2022 (paid in September 2025),

-\n10,000 Euros ($10,114 USD) in March 2023 (paid in October 2025), and

-\n10,000 Euros ($10,114 USD) in July 2023 (paid in October 2025).

The\ncommencement date for the experiments was on September 1, 2022, and the length of time for completion was 24 months. A doctoral thesis\nwas completed in December 2024.

In\nMarch 2026, the Company entered into another two-year collaboration agreement with the University of Jaén and the University of\nGranada (the “Universities”) to provide certain research services to the Company. In consideration of such services, the\nCompany agreed to pay the Universities for research services of approximately 100,000 Euros ($115,900 USD) in year one and 102,800 Euros\n($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\n2026, 20,000 Euros payable in December 2026, and 20,000 Euros in June 2027). In exchange for full ownership of the intellectual property,\nthe Company agreed to pay royalties of 5% of net revenues to each University.

In\nconsideration for the research services, the Company agreed to pay the Universities 202,800 Euros ($235,045 USD) payable as follows:

-\n34,000 Euros ($39,406 USD) 3^rd Month from date of execution in June 2026 (paid in April 2026),

-\n41,800 Euros ($48,446 USD) in July 2026,

-\n30,000 Euros ($34,770 USD) in September 2026,

-\n40,000 Euros ($46,360 USD) in January 2027,

-\n30,000 Euros ($34,770 USD) in May 2027, and

-\n27,000 Euros ($31,293 USD) in September 2027.

As\nof June 30, 2026 and 2025, the Company has $0 and $51,468, respectively, balance due to the University for unreimbursed lab fees, which\nare included in accrued expenses and other liabilities in the accompanying consolidated balance sheets. As of June 30, 2026 and 2025,\nthere are no royalty fees owed to the University.

F-36

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Consulting\nAgreements

On\nMay 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”)\nwhich will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the\nConsultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments.\nThe 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\noffering. The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to\n$15 million of equity, equity derivatives, and equity linked instruments of the Company. The Company shall pay compensation for:

(a)\nFinancing Fees:

(i)\nFor private equity and equity-linked placements, pay the Consultant a cash fee of eight percent (8.0%) of the amount of capital raised,\ninvested or committed, payable in cash at the closing or closings of the financing to which it relates; and

(ii)\nFor debt placements, pay the Consultant a cash fee of six percent (6.0%) of the amount of capital raised, invested or committed, payable\nin cash at the closing or closings of the financing to which it relates.

(iii)\nAs additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing\nwarrants (the “Warrants”) to purchase that number of shares of common stock equal to three percent (3.0%) of the aggregate\nproceeds sold in an offering. The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from\nthe effective date of the Offering at a price per share equal to the Offering price. The Warrants will provide for piggyback registration\nrights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of\nsuch warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations,\nmergers, etc. and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below\nthe offering price as permitted under FINRA Rule 5110(f)(2)(G).

Additionally,\nthe 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\nof any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement\nperiod, in connection with any public or private financing or capital raise.

(b)\nMerger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees: The M&A Transaction fees shall be payable\nto 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\n(5.0%) of M&A Transaction consideration.

The\nCompany will be responsible for and will pay all expenses relating to the offering as defined in the Agreement. Additionally, the Company\nwill provide an expense advance (the “Advance”) to the Consultant of $50,000, of which $25,000 was payable upon the execution\nof the Agreement and $25,000 of which is payable upon the initial filing of a registration statement. The Company paid $25,000 in May\n2024 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\nclose any offering and the Company engaged another underwriter for an Offering that closed in August 2025.

On\nAugust 14, 2025, the Company entered into an underwriting agreement with D. Boral Capital, LLC, as representative (the “Representative”)\nof the underwriters (the “Underwriters”) in connection with a public offering of the Company’s common stock, par value\n$0.001 (the “Common Stock”). The Underwriting Agreement provides for the offer and sale of 40,000 shares of Common Stock\nat a price to the public of $100.00 per share (the “Offering”). In connection therewith, the Company agreed to issue to the\nRepresentative, warrants to purchase 1,200 of shares of common stock at a price equal $100.00 per share (the “Representative’s\nWarrants”). The Representative’s Warrants are exercisable at any time and from time to time, in whole or in part, from February\n15, 2026 through August 15, 2030 and contain provisions for cashless exercise. The Company also granted the Underwriters an overallotment\noption 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\nStatement on Form S-1 and a related prospectus filed with the Securities and Exchange Commission (“SEC”), which was declared\neffective by the SEC on August 13, 2025. The Underwriting Agreement includes customary representations, warranties and covenants by the\nCompany. It also provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the\nSecurities Act of 1933, as amended or contribute to payments the Underwriter may be required to make because of any of those liabilities.\nThe Company accrued $115,000 for services rendered by the Underwriters as of June 30, 2025 which was recorded as deferred offering cost\nand no payment was made during the year ended June 30, 2025. The Company paid underwriting commissions and offering expenses of $535,000\nin August 2025 upon closing of the Offering (see Note 8).

On\nJanuary 23, 2026, the Company entered into a settlement agreement and release with the Representative pursuant to which the Company agreed\nthat, during the 360-day period following the public offering (the “Lock-up Period”), it would not, without the prior consent\nof the Representative, offer or sell any securities or file any registration statement with the Commission relating to the offering of\nany shares (as defined in the Lock-up Agreement executed with the Representative). Under the terms of the settlement agreement, the Company\nagreed to pay the Representative an initial settlement amount of $50,000, as well as 4% of the gross proceeds received from any additional\nclosings. During the year ended June 30, 2026, the Company paid $170,000 and has been recorded in settlement expenses.

F-37

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Operating\nLeases – Related Party

On\nMay 4, 2022, the Company entered in a three-year3 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of\n$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\n$66,201 and total lease liabilities of $66,201 based on an incremental borrowing rate of 8%.

On\nMay 4, 2025, the Company entered in a one-year1 lease agreement with North Horizon Pty Ltd., a related party, for a monthly rent of $3,300\nAUD 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.\nOn 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\nrate of 12%.

ROU\nis summarized below:

SCHEDULE OF RIGHT OF USE ASSET

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nLease liabilities are summarized below:

SCHEDULE OF OPERATING LEASE LIABILITY

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nfuture minimum lease payments under non-cancelable operating lease at June 30, 2026 are as follows:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


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\nweighted average remaining lease term for the operating lease is 1.77 years as of June 30, 2026.

NOTE\n10 – RELATED PARTY TRANSACTIONS AND BALANCES

Lease\nAgreement

Effective\nMay 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related\nparty, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease had a 5five-year\nterm and provided for annual rental payments of $39,600\nAUD or $28,325\nUSD, which includes $3,600\nAUD or $2,575\nUSD of goods and service tax for total payments of $198,000\nAUD or $141,629\nUSD during the term of the lease. Such\nlease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022.\nOn May 4, 2022, the Company entered into a three-year3 lease agreement with North Horizon Pty Ltd. for a monthly rent of $3,000 AUD or\n$2,176 USD (depending on exchange rate) per month plus taxes. On May 4, 2025, the Company renewed for another one-year lease agreement\nwith 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\ntaxes 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\nof $119,159 AUD ($82,363 USD) and $200,402 AUD ($131,684 USD), respectively, was included in accrued expenses in the accompanying consolidated\nbalance sheet.

Rent\nexpense under the lease was $40,932 and $26,560 during the years ended June 30, 2026 and 2025, respectively reflected as occupancy expenses\nin the accompanying consolidated statements of operations and comprehensive income (loss).

F-38

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

Loans\npayable - Related Party

Since\nits inception, the Company has conducted transactions with its directors and entities related to such directors.

These\ntransactions have included the following:

As\nof June 30, 2026 and 2025, the Company owed its former director a total of $0 and $29,759, respectively, related to expenses paid on\nbehalf of the Company related to corporate startup costs and intellectual property. Additionally, as of June 30, 2026 and 2025, the Company\nowed its former director a total of $0 and $49,528, respectively, for money loaned to the Company, throughout the years. On January 23,\n2025, the Company entered into a Debt Exchange with the former director and issued 1,200 shares of common stock in exchange for the total\noutstanding loans of $74,395 (see Note 4).

Loans\npayable - Related Party (see Note 5)

Between\nNovember 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate\nof $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of $85,000 AUD ($57,639\nUSD). These loans bear no interest and are payable on demand. The Company repaid $16,428 USD including additional interest expense of\n$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\nAugust 1, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company\nused the net proceeds for general working capital purposes. The maturity date of the loan is November 1, 2024, or sooner at the discretion\nof 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\nright to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common\nstock 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\ntrading days. Such loan is past due and currently in default.

Between\nNovember 2024 and December 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an\naggregate 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\nUSD) of this loan on August 19, 2025. The Company repaid the remaining balance of $3,000 AUD ($1,957 USD) including additional interest\nexpense of $319 USD on February 12, 2026.

Effective\nDecember 3, 2024, the Company entered into and closed a loan agreement with an institutional investor affiliated with one of our directors,\nJosef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $175,000 AUD ($113,485 USD). The Company\nused the net proceeds for general working capital purposes. The term of the loan is four months or less (to be determined at the discretion\nof 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\nrate of 12% per annum and default interest rate of 18% per annum. Such loan is past due and currently in default.

F-39

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nAugust 21, 2025, the Company fully repaid certain loans payable to a related party with loan dates from December 2024 to August 2025\nwith aggregate principal amount of $235,188 AUD ($150,808 USD), and accrued interest of $6,205 AUD ($3,994 USD) (see Note 5).

Total\nremaining balance of all the loans payable – related parties, net of discount amounted to $460,809 and $415,329 as of June 30,\n2026 and 2025, respectively. The total principal outstanding under loan payable – long term - related party, net of discount, was\n$0 and $105,627 as of June 30, 2026 and 2025 (see Note 5).

Employment\nand Services Agreements with Management

The\nCompany and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”)\nsetting forth the terms and conditions of Mr. Nathanielsz’s employment as the Company’s President and Chief Executive Officer.\nThe Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019; however, the term of the Nathanielsz Employment Agreement\nautomatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent\nnot to renew. The Nathanielsz Employment Agreement continues in effect as amended on October 26, 2022 (see below). The Nathanielsz Employment\nAgreement provides Mr. Nathanielsz with a base salary of $25,000 AUD per month ($300,000 AUD annually or $205,680 USD) and a monthly\ncontribution to Mr. Nathanielsz’s pension equal to 9.5% of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued\nbut unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the\nCompany, 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\nNathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200% of his annual\nbase salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On\nMarch 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $300,000\nAUD ($205,680 USD) to $400,000 AUD ($274,240 USD), effective February 2018. On August 1, 2022, the Company’s board of directors\napproved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective\nJuly 1, 2022.

Mr.\nNathanielsz’s wife, Sylvia Nathanielsz, was a non-executive, part-time employee of the Company since October 2015. Effective October\n17, 2025, Mr. Nathanielsz’s wife, Sylvia Nathanielsz, became the finance and operations manager of the Company. Consequently, Mrs.\nNathanielsz’s annual salary increased from $120,000 AUD to $150,000 AUD ($103,680 USD) and is entitled to customary benefits.

On\nAugust 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\nbonuses during the year ended June 30, 2021 resulting in a remaining balance of $422,610 AUD ($316,957 USD) bonus payable as of June\n30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet. On August 12, 2021, pursuant to the Cancellation\nAgreement, Mr. Nathanielsz agreed to cancel $177,840 of the bonus payable in exchange for 4 shares of the Company’s Common Stock.\nOn 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\nin 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\n2025, 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\npayable as of June 30, 2025 which was included in accrued expenses in the accompanying consolidated balance sheet. Total bonus payments\nof $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\nor $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\nin accrued expenses in the accompanying consolidated balance sheet.

Amended\nand Restated Employment Agreement

On\nMay 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment\nAgreement”) with Mr. Nathanielsz for a term of three years, subject to automatic one-year renewals, at an annual salary of $400,000\nAUD ($309,313 USD). Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase a de minimis share of common\nstock (the “Nathanielsz Options”), de minimis restricted stock units of the Company (the “Initial Nathanielsz RSUs”),\nand an additional de minimis restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and\nrestricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date. The Nathanielsz Options have\na term of 10 years from the date of grant. The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods\npursuant to the Employment Agreement. There are de minimis vested options and restricted stock units that are considered issuable as\nof June 30, 2026 and 2025.

F-40

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

On\nOctober 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr.\nNathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”). The Amended Agreement provides Mr. Nathanielsz with\na base salary of $600,000 AUD ($414,900 USD) per annum. The Company has also agreed to pay Mr. Nathanielsz an annual discretionary bonus\nin 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\nperformance of the Company. The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year\nrenewal periods unless either party elects not to renew.

Amended\nand Restated Employment Agreement

On\nMay 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon,\nthe Company’s former Chief Scientific Officer and director, for a term of three years, subject to automatic one-year renewals,\nat an annual salary of $54,000 AUD ($41,580 USD). In connection with the execution of the Services Agreement, Dr. Kenyon was designated\nas an executive officer of the Company and assumed a more active executive role with the Company. Pursuant to the Services Agreement,\nDr. Kenyon was granted options to purchase a de minimis share of common stock (the “Kenyon Options”), a de minimis restricted\nstock units of the Company (the “Initial Kenyon RSUs”), and an additional de minimis restricted stock units of the Company\n(the “Additional Kenyon RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan. The Kenyon\nOptions have a term of 10 years from the date of grant. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods\npursuant to the Services Agreement. There are de minimis vested options and restricted stock units that are considered issuable as of\nJune 30, 2026 and 2025.

Starting\nOctober 1, 2025, the Company agreed to pay Dr. Kenyon an annual director’s fee of $45,000 USD. Effective February 20, 2026, Dr.\nKenyon retired and stepped down from the board of directors of the Company. Dr. Kenyon will remain a medical advisor to the Company.\nThat same day, the board filled the vacancy left by Dr. Kenyon and appointed Dr. Ralf Brant to serve on the board.

As\nof June 30, 2026 and 2025, total accrued salaries of $202,000 AUD ($139,622 USD) and $202,000 AUD ($132,734 USD), respectively, were\nincluded in accrued expenses in the accompanying consolidated balance sheets.

Consulting\nand Professional Fees Paid To Related parties

During\nthe year ended June 30, 2026, the Company paid development consulting fees amounting to $125,563 AUD ($85,019 USD) to an affiliated company\nowned by one of the Company’s directors, Dr. Brant, who was appointed in February 2026. Additionally, as of June 30, 2026, the\nCompany recorded accounts payable of $13,310 AUD ($9,200 USD) due to Dr. Brant.

During\nthe year ended June 30, 2026, the Company paid accounting fees amounting to $12,481 USD to an affiliated company whose managing director\nis one of the Company’s directors, Mr. Joseph Himy, who was appointed in August 2025. The Company’s Chief Financial Officer,\nMs. Jeannine Zimmerman, also currently works in the same affiliated company.

During\nthe year ended June 30, 2026, the Company paid accounting fees amounting to $37,850 AUD ($25,628 USD) to an affiliated company owned\nby one of the Company’s directors, Mr. Carlo Campiciano, who was appointed in July 2026.

Employee\nBenefit Liability

As\nof June 30, 2026 and 2025, total employee benefit liability of $754,038 and $667,901, respectively, consist of unpaid or unused annual\nleave and long service leave by Mr. Nathanielsz and Sylvia Nathanielsz, as reflected in the accompanying consolidated balance sheets.

Intercompany\nLoans

All\nintercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of June\n30, 2026. Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future\nand thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment\non the consolidated balance sheet as accumulated other comprehensive income.

F-41

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

NOTE\n11 – CONCENTRATIONS AND RISKS

Concentration\nof Credit Risk

The\nCompany maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company\nhas not experienced any losses in such accounts through June 30, 2026.

During\nthe year ended June 30, 2025, the Company primarily relied on funding from five convertible debt lenders and received net proceeds after\ndeductions of $46,200 for original issue discounts and debt issue costs from each of the five lenders of $160,000, $180,000, $125,000,\n$245,640 and $98,060, respectively, which represents approximately 18%, 20%, 14%, 28% and 11%, respectively, of total proceeds received\nby the Company during fiscal 2025.

During\nthe year ended June 30, 2026 the Company primarily relied on funding from one convertible and two non-convertible debt lenders and received\nnet proceeds after deductions of $19,850 for original issue discounts and debt issue costs from each of the three lenders of $100,000,\n$75,000, and $78,249, respectively which represents approximately 39%, 30% and 31%, respectively of total proceeds received by the Company\nduring fiscal 2026.

Receivable\nConcentration

As\nof June 30, 2026 and 2025, the Company’s receivables were 100% related to reimbursements on GST taxes paid.

Patent\nand Patent Concentration

The\nCompany has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been\ngranted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal,\nSpain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore,\nMalaysia, South Africa, Republic of Korea, India and Brazil. In Canada and Mexico, the patent applications have been accepted as of fiscal\nyear 2023.

In\n2016 and early 2017, the Company filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the\n“PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the\nPCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under\nthe control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications\nfiled in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018. A third\nPCT application entered the national phase in October 2018.

Foreign\nOperations

As\nof June 30, 2026 and 2025, the Company’s operations are based in Camberwell, Australia; however, the majority of research and development\nis being conducted in the European Union.

On\nJuly 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose\nof submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of June 30, 2026\nand 2025, there has been no activity within this entity.

NOTE\n12 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative\nFinancial Instruments:

The\nCompany applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity, under which convertible instruments and\nwarrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative\naccounting treatment. As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued\nat 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\nas change in fair value in operations on the issuance date. The Company had $0 and $291,650 (9 notes) of convertible debt, which were\ntreated as derivative instruments outstanding at June 30, 2026 and 2025, respectively.

F-42

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\nCompany calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing\nprice of the Company’s common stock at June 30, 2026 was $1.50 per share. The volatility, expected remaining term, and risk-free\ninterest rates used to estimate the fair value of derivative liabilities at June 30, 2026 and 2025 are indicated in the table that follows.\nThe expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates\nfor treasury securities with the same term.

Convertible\nDebt

SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Initial Valuations (on new derivative instruments entered \n\n into during the year ended \nJune 30, 2026) \n\n		Initial Valuations (on new derivative instruments entered \n\n into during the year ended \nJune 30, 2025) \n\n
Volatility		-		344-414	%
Expected remaining term		-		0.66-1.00
Risk-free interest rate		-		4.21-4.29	%
Expected dividend yield		None		None

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nCompany measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable\nwarrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize\nthe 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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Balance at
June 30, 2026

Quoted Prices

\n\n

in Active

\n\n

Markets for

\n\n

Identical
Assets

\n\n

Significant

\n\n

Other

\n\n

Observable
Inputs

\n\n

Significant

\n\n

Unobservable
\n Inputs

\n\n

(Level 1)

(Level 2)

(Level 3)

Warrant liability

—

Embedded conversion option liabilities

—

Total

—

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Balance at June 30, 2025		Quoted Prices in Active Markets for Identical Assets			Significant Other Observable Inputs		Significant Unobservable \n Inputs
			(Level 1)			(Level 2)		(Level 3)
Embedded conversion option liabilities	$	403,892		$	—		$	—	$	403,892
Total	$	403,892		$	—		$	—	$	403,892

F-43

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026 and 2025

The\nfollowing is a roll forward for the years ended June 30, 2026 and 2025 of the fair value liability of price adjustable derivative instruments:

SCHEDULE\nOF DERIVATIVE LIABILITIES AT FAIR VALUE

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\nfollowing 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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	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\n13 – SUBSEQUENT EVENTS

Shares\nissued for conversion of Series C Preferred stock

Between\nJuly 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\nwhich relates to conversion of shares of Series C Preferred stock (see Note 8).

In\nAugust 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\nC Preferred stock.

In\nSeptember 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\nC Preferred stock.

Shares\nissued for exercise of Series C Warrants

Settlement\nPayment

In\nJuly 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\nagreement and release with the Investment Firm (see Note 9).

Repurchase\nPlan

Between\nJuly 2026 and August 2026, the Company repurchased 320,031\nshares of its common stock under the Repurchase Plan for an\naggregate purchase price of approximately $500,000,\nat an average purchase price of $1.56\nper share. The shares repurchased are recorded as treasury stock at cost and presented as a reduction of stockholders’ equity in\nthe Company’s consolidated balance sheets.

Shares\nissued for services

On\nJuly 24, 2026, the Company issued an aggregate of 3,500,000\nshares of common stock to certain officers, an employee, directors and consultants for services rendered in July 2026. Those shares\nwere valued at approximately $1.37\nper share or $4,795,000,\nbeing the closing price of the stock on the date of grant.

F-44

PART II

INFORMATION\nNOT REQUIRED IN PROSPECTUS

Item\n13. Other Expenses of Issuance and Distribution

The\nfollowing table presents the costs and expenses in connection with the issuance and distribution of the securities to be registered,\nother than underwriting discounts and commissions, payable by us in connection with the sale of Common Stock being registered. Except\nas otherwise noted, we will pay all of these amounts. Items marked with an asterisk (*) represent estimated expenses.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Item	Amount

SEC Registration Fee	$	283
Legal Fees and Expenses*	$	30,000
Accounting Fees and Expenses*	$	10,000
Miscellaneous*	$	-
Total*	$	40,283

Item\n14. Indemnification of Directors and Officers

Under\nSection 145 of the General Corporation Law of the State of Delaware (the “DGCL”), a corporation has the power to indemnify\nits directors and officers under certain prescribed circumstances and, subject to certain limitations, against certain costs and expenses,\nincluding attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with\nany threatened, pending or completed action, suit or proceeding, whether criminal, civil, administrative or investigative, to which any\nof them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with\nthe applicable standard of conduct set forth in such statutory provision. In addition, a corporation may advance expenses incurred by\na director or officer in defending a proceeding upon receipt of an undertaking from such person to repay any amount so advanced if it\nis ultimately determined that such person is not eligible for indemnification. The registrant’s certificate of incorporation provides\nthat, pursuant to the DGCL, the registrant’s directors shall not be liable for monetary damages to the fullest extent authorized\nunder applicable law. This provision in the registrant’s certificate of incorporation does not eliminate the duty of care, and\nin appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under\nDelaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty,\nfor acts or omissions not in good faith or involving intentional misconduct or knowing violations of the law, for actions leading to\nimproper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful\nunder Delaware law. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities\nlaws or state or federal environmental laws.

Article\nVI of the registrant’s bylaws provides that the registrant will indemnify, to the fullest extent permitted by the DGCL, any person\nwho was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether\ncivil, criminal, administrative or investigative (a “Proceeding”) (other than an action by or in the right of the registrant)\nby reason of the fact that such person is or was a director or officer of the registrant, or is or was a director or officer of the registrant\nserving at the request of the registrant as a director, officer, employee or agent of another corporation, partnership, joint venture,\ntrust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually\nand reasonably incurred by such person in connection with such Proceeding if such person acted in good faith and in a manner such person\nreasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding,\nhad no reasonable cause to believe such person’s conduct was unlawful.

In\naddition to the above, the registrant has entered into indemnification agreements with each of the registrant’s directors and officers.\nThese indemnification agreements provide the registrant’s directors and officers with the same indemnification and advancement\nof expenses as described above and provide that our directors and officers will be indemnified to the fullest extent authorized by any\nfuture Delaware law that expands the permissible scope of indemnification. The registrant also has directors’ and officers’\nliability insurance, which provides coverage against certain liabilities that may be incurred by the registrant’s directors and\nofficers in their capacities as directors and officers of the registrant.

II-1

Item\n15. Recent Sales of Unregistered Securities

Shares issued for conversion of Series C Preferred\nstock

In August 2026, the Company issued an aggregate of\n2,204,660 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\nof 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\nof Series C Warrants

On August 31, 2026, the Company\nreceived aggregate gross proceeds of $1,500,000 from the exercise of approximately 150 Series C Warrants with an exercise price of $10,000\nper share and issued 50 shares of Series C preferred stock.

Settlement Payment

In July 2026, the Company\nissued 51,289 shares of the Company’s common stock valued at $75,000 pursuant to the settlement agreement and release with the Investment\nFirm.

Repurchase Plan

Shares issued for services\n

On July 24, 2026, the Company\nissued an aggregate of 3,500,000 shares of common stock to certain officers, an employee, directors and consultants for services rendered.\nThose 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.

Item\n16. Exhibits.

(a)\nExhibits

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit
Number		Description
1.1		Form of Underwriting Agreement (incorporated by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-1,as amended filed with the Securities and Exchange Commission on May 30, 2025).
3.1		Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).
3.2		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on June 23, 2011).
3.3		Certificate of Amendment to the Certificate of Incorporation of the Company, dated November 11, 2014 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on December 16, 2014).
3.4		Certificate of Designation of Series A Preferred Stock of the Company, dated December 2, 2014 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 16, 2014).
3.5		Certificate of Amendment to the Certificate of Incorporation of the Company, dated July 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).
3.6		Certificate of Designation of Series B Preferred Stock of the Company, dated June 16, 2015 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on July 15, 2015).
3.7		Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Current Report on Form 8-K filed on April 26, 2017).
3.8		Certificate of Amendment to the Certificate of Incorporation of the Company, dated April 20, 2017 (incorporated by reference to Exhibit 3.1.2 to the Company’s Current Report on Form 8-K filed on April 26, 2017).
3.9		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of January 23, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 26, 2018).
3.10		Certificate of Amendment, dated as of June 7, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 21, 2019).
3.11		Certificate of Correction, dated as of June 10, 2019 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on June 21, 2019).
3.12		Certificate of Amendment, dated as of March 13, 2019 (incorporated by reference to Exhibit 3.10 to the Company’s Form S-1/A filed on August 13, 2020).
3.13		Certificate of Amendment to the Certificate of Incorporation of the Company, dated as of November 17, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 19, 2020).
3.14		Certificate of Amendment to Certificate of Incorporation, dated July 6, 2022 (incorporated by reference to Exhibit 3.1 to the Company Current Report on Form 8-K filed on July 11, 2022).
3.15		Certificate of Retirement of Series A Preferred Stock of the Company, dated March 15, 2023 (incorporated by reference to Exhibit 3.15 to the Company Current Report on Form 8-K filed on March 17, 2023).

II-2

Exhibit
Number		Description
3.16		Certificate of Amendment to the Certificate of Incorporation of the Company, dated May 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 5, 2023).
3.17		Certificate of Amendment to the Certificate of Incorporation of the Company, dated January 17, 2025 (incorporated by reference to Exhibit 3.17 to the Company’s Registration Statement on Form S-1 filed on March 31, 2025).
3.18		Certificate of Designation of Series C Preferred Stock of the Company, dated November 4, 2025 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 10, 2025)
4.1		Common Stock Purchase Warrant for the purchase of up to 450,000 shares of the Company’s common stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on September 9, 2019).
4.2		Common Stock Purchase Warrant for the purchase of up to 300,000 share of the Company’s common stock (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on September 9, 2019).
4.3		Common Stock Purchase Warrant for the purchase of up to 225,000 shares of the Company’s common stock, (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on form 8-K filed on September 9, 2019).
4.4		Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.55 to the Company’s Annual Report on Form 10-k filed on October 15, 2019)
4.5		Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020).
4.6		Form of Series A Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 3, 2020).
4.7		Form Series B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on April 3, 2020)
4.8		Form of Series C Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on April 3, 2020).
4.9		Form of Convertible Redeemable Promissory Note, dated October 1, 2019 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)
4.10		10% Convertible Promissory Note, dated December 7, 2021, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)
4.11		8% Convertible Promissory Note, dated March 7, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)
4.12		10% Convertible Promissory Note, dated March 29, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K April 1, 2022)
4.13		8% Convertible Promissory Note, dated April 12, 2022, issued by the Company to Sixth Street Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)
4.14		8% Convertible Promissory Note, dated May 12, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)
4.15		8% Convertible Promissory Note, dated June 30, 2022, issued by the Company to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)
4.16		8% Convertible Redeemable Promissory Note, dated August 12, 2022, issued by the Company to GS Capital Partners LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 18, 2022).
4.17		10% Convertible Note, dated August 15, 2022, issued by the Company to One44 Capital LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 18, 2022).
4.18		8% Convertible Redeemable Note, dated September 21, 2022, issued by the Company to GS Capital Partners, LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 26, 2022).

II-3

Exhibit
Number		Description
4.19		10% Convertible Redeemable Note, dated February 14, 2023, issued by the Company to ONE44 Capital LLC (incorporated by reference to Exhibit 4.20 to the Company’s Current Report on Form 8-K dated February 21, 2023).
4.20		8% Convertible Promissory Note, dated June 29, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated July 12, 2023).
4.21		Form of Warrant dated July 5, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated July 12, 2023).
4.22		8% Convertible Promissory Note, dated July 19, 2023, issued to 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 8, 2023).
4.23		10% Original Issue Discount Promissory Note, dated August 15, 2023, issued to a Lender (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 21, 2023).
4.24		8% Convertible Promissory Note, dated August 16, 2023, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated August 21, 2023).
4.25		8% Convertible Redeemable Note, dated August 23, 2023 issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 29, 2023).
4.26		Form of Representative’s Warrant (included as Exhibit A to the Form of Underwriting Agreement at Exhibit 1.1, and incorporated by reference herein)
4.27		Specimen Stock Certificate evidencing the Shares of Common Stock (incorporated by reference to Exhibit 4.28 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on April 2, 2025)
4.28		Convertible Promissory Note dated April 15, 2025, issued to an Investor (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).
4.29		Promissory Note dated March 25, 2025, issued to an Investor (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).
5.1*		Opinion of Brunson Chandler & Jones, PLLC.
10.1		Debt Settlement Agreement between the Company and James Nathanielsz, dated February 4, 2015 (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).
10.2		Debt Settlement Agreement between the Company and Julian Kenyon, dated February 4, 2015 (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on February 17, 2015).
10.3		Employment Agreement entered into as of February 25, 2015 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).
10.4		Director Agreement entered into as of February 25, 2015 by and between Julian Kenyon and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on March 25, 2016).
10.5		Form of Scientific Advisory Board Member Agreement, incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 filed on March 25, 2016.
10.6		Amendment No. 1 to Employment Agreement entered into as of April 14, 2016 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on May 16, 2016).
10.7		Amendment No. 2 to Employment Agreement entered into as of September 25, 2017 by and between James Nathanielsz and the Company (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed on September 28, 2017).
10.8		Amended and Restated Employment Agreement, dated as of May 14, 2019, by and between the James Nathanielsz and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 15, 2019).
10.9		Amended and Restated Services Agreement, by and between Julian Kenyon and the Company, dated as of May 19, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 15, 2019).
10.10		Form of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 15, 2019).
10.11		Director Agreement by and between Josef Zelinger and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 30, 2020).

II-4

Exhibit
Number		Description
10.12		Amended and Restated Director Agreement by and between Josef Zelinger and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on August 18, 2021).
10.13		Cancellation Agreement by and between James Nathanielsz and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 18, 2021).
10.14		Cancellation Agreement by and between Julian Kenyon and the Company, dated August 12, 2021 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 18, 2021).
10.15		Manufacturing Services Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company, dated August 12, 2016 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 23, 2016).
10.16		Quality Assurance Agreement by and between Q-Biologicals NV (now Amatsigroup NV) and the Company dated August 12, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 23, 2016).
10.17		Propanc Biopharma, Inc.’s 2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 15, 2019).
10.18		Form of Securities Purchase Agreement, dated October 1, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated October 8, 2019)
10.19		Securities Purchase Agreement, dated December 7, 2021, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated December 13, 2021)
10.20		Securities Purchase Agreement, dated March 7, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 10, 2022)
10.21		Securities Purchase Agreement, dated March 29, 2022, by and between the Company and One44 Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 1, 2022)
10.22		Securities Purchase Agreement, dated April 12, 2022, by and between the Company and Sixth Street Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 18, 2022)
10.23		Securities Purchase Agreement, dated May 12, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2022)
10.24		Securities Purchase Agreement, dated June 30, 2022, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 7, 2022)
10.25		Securities Purchase Agreement, dated August 12, 2022, by and between the Company and GS Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 18, 2022)
10.26		Securities Purchase Agreement, dated August 15, 2022, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated August 18, 2022)
10.27		Securities Purchase Agreement, dated September 21, 2022, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 27, 2022)
10.28		Amended and Restated Employment Agreement, by and between the Company and James Nathanielsz, dated October 26, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated November 1, 2022)
10.29		Securities Purchase Agreement, dated February 14, 2023, by and between the Company and ONE44 Capital LLC (incorporated by reference to Exhibit 10.41 to the Company’s Current Report on Form 8-K dated February 21, 2023)
10.30		Securities Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 15, 2023).

II-5

Exhibit
Number		Description
10.31		Common Stock Purchase Agreement, dated November 3, 2022, by and between the Company and Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated May 15, 2023).
10.32		Registration Rights Agreement, dated November 3, 2022, by and between the Company and the Coventry Enterprises, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated May 15, 2023).
10.33		Warrant Agreement, dated March 8, 2023, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated May 15, 2023).
10.34		Securities Purchase Agreement, dated as of June 29, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 12, 2023).
10.35		July Loan Agreement, dated July 5, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 12, 2023).
10.36		Equity Line Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated July 26, 2023).
10.37		Registration Rights Agreement, dated July 20, 2023, by and between the Company and Dutchess Capital Growth Fund L.P. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated July 26, 2023).
10.38		Securities Purchase Agreement, dated as of July 19, 2023, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 8, 2023).
10.39		Securities Purchase Agreement, dated as of August 16, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 21, 2023).
10.40		Securities Purchase Agreement, dated as of August 23, 2023, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 29, 2023).
10.41		Form of Lock-up Agreement (included in Exhibit 1.1)
10.42		Commercialization Agreement with the University of Bath dated November 12, 2012 (incorporated by reference to Exhibit 10.42 to the Company’s Registration Statement on Form S-1 filed on March 31, 2025).
10.43		Securities Purchase Agreement dated January 31, 2025, by and between the Company and an Investor (incorporated by reference to Exhibit 10.1 to the Company’s Current Report of Form 8-K dated February 12, 2025
10.44		Securities Purchase Agreement dated February 7, 2025, by and between the Company and an Investor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report of Form 8-K dated February 12, 2025
10.45		Exchange Agreement dated March 3, 2025, by and between the Company and Ionic Ventures, LLC (incorporated by reference to Exhibit 10.45 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.46		Exchange Agreement dated March 5, 2025, by and between the Company and Clark Hill PLLC (incorporated by reference to Exhibit 10.46 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.47		Exchange Agreement dated January 23, 2025, by and between the Company and Dr. Dough Mitchell (incorporated by reference to Exhibit 10.47 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.48		Exchange Agreement dated February 5, 2025, by and between the Company and Notestar Pty Ltd (incorporated by reference to Exhibit 10.48 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.49		Exchange Agreement dated January 28, 2025, by and between the Company and Daisy Aronce (incorporated by reference to Exhibit 10.49 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)

II-6

Exhibit
Number		Description
10.50		Exchange Agreement dated January 27, 2025, by and between the Company and GrantReady Group Trust No 1 (incorporated by reference to Exhibit 10.50 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.51		Exchange Agreement dated February 5, 2025, by and between the Company and Oxfel Pty Ltd (incorporated by reference to Exhibit 10.51 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.52\n		Consulting Agreement dated February 18, 2025 by and between the Company and Gregory Harrison (incorporated by reference to Exhibit 10.52 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.53		Services Agreement dated January 9, 2025 by and between the Company and Ross Silver (incorporated by reference to Exhibit 10.53 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.54		Services Agreement dated February 28, 2025 by and between the Company and Brunson Chandler & Jones, PLLC (incorporated by reference to Exhibit 10.54 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.55		Services Agreement dated January 9, 2025 by and between the Company and Krista Rash (incorporated by reference to Exhibit 10.55 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.56		Services Agreement dated January 13, 2025 by and between the Company and Howard Isaacs and Richard Cavalli (incorporated by reference to Exhibit 10.56 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.57		Advisory Agreement dated November 20, 2020 by and between the Company and Exchange Listing, LLC (incorporated by reference to Exhibit 10.57 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.58		Services Agreement dated February 10, 2025 by and between the Company and Enzyme Supplies Limited (incorporated by reference to Exhibit 10.58 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.59		Services Agreement dated February 2, 2025 by and between the Company and Dr. Ralf Brandt (incorporated by reference to Exhibit 10.59 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
10.60		Securities Purchase Agreement, dated as of April 15, 2025, by and between the Company and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated April 21, 2025).
10.61		Securities Purchase Agreement, dated as of March 25, 2025, by and between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated April 21, 2025).
10.62		Loan Agreement dated April 13, 2025 by and between the Company and Aggro Investments Pty Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated April 21, 2025).
10.63		Securities Purchase Agreement dated as of October 7, 2025, by and between the Company and Hexstone Capital LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2025).
10.64		Warrant Agreement dated as of October 7, 2025, by and between the Company and Hexstone Capital LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 14, 2025).
14.1		Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed September 28, 2023).
21.1		List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Current Report on Form 10-K dated September 28, 2022).
23.1*		Consent of Salberg & Company, P.A.
23.2*		Consent of Brunson Chandler & Jones, PLLC. (included in Exhibit 5.1)
99.1		Insider Trading Policy (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on March 31, 2025)
99.2		Consent of Director Nominee (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on April 2, 2025)
99.3		Consent of Director Nominee (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-1, as amended, filed with the SEC on April 2, 2025)
107*		Filing Fee Table

\n \n \n \n

*	Filed\n herewith

II-7

Item\n17. Undertakings

(a)\nThe undersigned registrant hereby undertakes:

(1)\nTo file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)\nTo include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)\nTo reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective\namendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration\nstatement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities\noffered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range\nmay be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume\nand price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration\nFee” table in the effective registration statement.

(iii)\nTo include any material information with respect to the plan of distribution not previously disclosed in the registration statement or\nany material change to such information in the registration statement;

(2)\nThat, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be\na new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed\nto be the initial bona fide offering thereof.

(3)\nTo remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the\ntermination of the offering.

(4)\nThat, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)\nas part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses\nfiled in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used\nafter effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration\nstatement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is\npart of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify\nany statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such\ndocument immediately prior to such date of first use.

(5)\nThat, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution\nof the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant\nto this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities\nare offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to\nthe purchaser and will be considered to offer or sell such securities to such purchaser:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(i)	Any\n preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule\n 424;

	(ii)	Any\n free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by\n the undersigned registrant;

	(iii)	The\n portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant\n or its securities provided by or on behalf of the undersigned registrant; and

	(iv)	Any\n other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar\nas indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of\nthe registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such\nindemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim\nfor indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer\nor controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer\nor controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the\nmatter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification\nby it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

Pursuant\nto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed\non its behalf by the undersigned, thereunto duly authorized, in the City of Camberwell, in the State of Victoria, Australia, on October\n5, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	PROPANC\n BIOPHARMA, INC.

	By:\n	/s/\n James Nathanielsz
		James\n Nathanielsz
		Chief\n Executive Officer,
		(Principal\n Executive Officer)

Pursuant\nto the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant\nand in the capacities and on the dates indicated.

Name	Title	Date

/s/\n James Nathanielsz	Chief\n Executive Office and Director	October\n 5, 2026
James\n Nathanielsz	(Principal\n Executive Officer)

/s/\n Jeannine Zimmerman	Chief\n Financial Officer	October\n 5, 2026
Jeannine\n Zimmerman	(Principal\n Financial Officer)

/s/\n Ralf Brandt	Director	October\n 5, 2026
Ralf\n Brandt

/s/\n Josef Zelinger	Director	October\n 5, 2026
Josef\n Zelinger

/s/\n Joseph Himy	Director	October\n 5, 2026
Joseph\n Himy

/s/\n Carlo Campiciano	Director	October\n 5, 2026
Carlo Campiciano

II-9

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