false Q1 --06-30 2025 0001517681 P3Y P5Y 0001517681 2024-07-01 2024-09-30 0001517681 2024-11-14 0001517681 2024-09-30 0001517681 2024-06-30 0001517681 us-gaap:RelatedPartyMember 2024-09-30 0001517681 us-gaap:RelatedPartyMember 2024-06-30 0001517681 us-gaap:NonrelatedPartyMember 2024-09-30 0001517681 us-gaap:NonrelatedPartyMember 2024-06-30 0001517681 PPCB:FormerDirectorMember 2024-09-30 0001517681 PPCB:FormerDirectorMember 2024-06-30 0001517681 us-gaap:SeriesBPreferredStockMember 2024-09-30 0001517681 us-gaap:SeriesBPreferredStockMember 2024-06-30 0001517681 2023-07-01 2023-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-06-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-06-30 0001517681 us-gaap:CommonStockMember 2023-06-30 0001517681 PPCB:CommonStockIssuableMember 2023-06-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001517681 us-gaap:RetainedEarningsMember 2023-06-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-06-30 0001517681 us-gaap:TreasuryStockCommonMember 2023-06-30 0001517681 2023-06-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-06-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-06-30 0001517681 us-gaap:CommonStockMember 2024-06-30 0001517681 PPCB:CommonStockIssuableMember 2024-06-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2024-06-30 0001517681 us-gaap:RetainedEarningsMember 2024-06-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-06-30 0001517681 us-gaap:TreasuryStockCommonMember 2024-06-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-07-01 2023-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-07-01 2023-09-30 0001517681 us-gaap:CommonStockMember 2023-07-01 2023-09-30 0001517681 PPCB:CommonStockIssuableMember 2023-07-01 2023-09-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2023-07-01 2023-09-30 0001517681 us-gaap:RetainedEarningsMember 2023-07-01 2023-09-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-07-01 2023-09-30 0001517681 us-gaap:TreasuryStockCommonMember 2023-07-01 2023-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-07-01 2024-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-07-01 2024-09-30 0001517681 us-gaap:CommonStockMember 2024-07-01 2024-09-30 0001517681 PPCB:CommonStockIssuableMember 2024-07-01 2024-09-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2024-07-01 2024-09-30 0001517681 us-gaap:RetainedEarningsMember 2024-07-01 2024-09-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-07-01 2024-09-30 0001517681 us-gaap:TreasuryStockCommonMember 2024-07-01 2024-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2023-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2023-09-30 0001517681 us-gaap:CommonStockMember 2023-09-30 0001517681 PPCB:CommonStockIssuableMember 2023-09-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2023-09-30 0001517681 us-gaap:RetainedEarningsMember 2023-09-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2023-09-30 0001517681 us-gaap:TreasuryStockCommonMember 2023-09-30 0001517681 2023-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesAPreferredStockMember 2024-09-30 0001517681 us-gaap:PreferredStockMember us-gaap:SeriesBPreferredStockMember 2024-09-30 0001517681 us-gaap:CommonStockMember 2024-09-30 0001517681 PPCB:CommonStockIssuableMember 2024-09-30 0001517681 us-gaap:AdditionalPaidInCapitalMember 2024-09-30 0001517681 us-gaap:RetainedEarningsMember 2024-09-30 0001517681 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2024-09-30 0001517681 us-gaap:TreasuryStockCommonMember 2024-09-30 0001517681 2023-05-01 2023-05-01 0001517681 2023-08-31 0001517681 srt:WeightedAverageMember 2024-09-30 0001517681 srt:WeightedAverageMember 2024-06-30 0001517681 us-gaap:MachineryAndEquipmentMember 2024-09-30 0001517681 us-gaap:FurnitureAndFixturesMember 2024-09-30 0001517681 us-gaap:EmployeeStockOptionMember 2024-07-01 2024-09-30 0001517681 us-gaap:EmployeeStockOptionMember 2023-07-01 2023-09-30 0001517681 us-gaap:WarrantMember 2024-07-01 2024-09-30 0001517681 us-gaap:WarrantMember 2023-07-01 2023-09-30 0001517681 PPCB:SeriesAWarrantsMember 2024-07-01 2024-09-30 0001517681 PPCB:SeriesAWarrantsMember 2023-07-01 2023-09-30 0001517681 PPCB:SeriesBWarrantsMember 2024-07-01 2024-09-30 0001517681 PPCB:SeriesBWarrantsMember 2023-07-01 2023-09-30 0001517681 PPCB:SeriesCWarrantsMember 2024-07-01 2024-09-30 0001517681 PPCB:SeriesCWarrantsMember 2023-07-01 2023-09-30 0001517681 PPCB:UnvestedRestrictedStockMember 2024-07-01 2024-09-30 0001517681 PPCB:UnvestedRestrictedStockMember 2023-07-01 2023-09-30 0001517681 us-gaap:ConvertibleDebtSecuritiesMember 2024-07-01 2024-09-30 0001517681 us-gaap:ConvertibleDebtSecuritiesMember 2023-07-01 2023-09-30 0001517681 us-gaap:RelatedPartyMember 2023-11-30 0001517681 us-gaap:RelatedPartyMember 2024-05-31 0001517681 us-gaap:RelatedPartyMember 2024-08-31 0001517681 PPCB:LoanAgreementMember 2024-08-01 0001517681 PPCB:LetterAgreementMember 2024-08-01 0001517681 PPCB:LoanAgreementMember 2024-08-01 2024-08-01 0001517681 PPCB:LetterAgreementMember 2023-07-05 0001517681 PPCB:LetterAgreementMember 2023-07-05 2023-07-05 0001517681 2023-07-05 0001517681 us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 0001517681 us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 2023-07-05 0001517681 us-gaap:MeasurementInputExpectedDividendRateMember us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 0001517681 us-gaap:MeasurementInputExpectedTermMember us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 2023-07-05 0001517681 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 0001517681 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:WarrantMember PPCB:LetterAgreementMember 2023-07-05 0001517681 PPCB:LetterAgreementMember PPCB:CoventryEnterprisesLLCSecuritiesPurchaseAgreementMember 2024-07-01 2024-09-30 0001517681 us-gaap:RelatedPartyMember 2023-07-01 2024-06-30 0001517681 us-gaap:RelatedPartyMember 2024-07-01 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:CrownBridgePartnersLLCMember 2024-06-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:CrownBridgePartnersLLCMember 2019-10-03 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:CrownBridgePartnersLLCMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:CrownBridgePartnersLLCMember 2024-07-01 2024-09-30 0001517681 PPCB:LoanAgreementMember 2024-06-30 0001517681 PPCB:LoanAgreementMember 2024-06-01 2024-06-30 0001517681 PPCB:LoanAgreementMember 2024-09-30 0001517681 PPCB:CrownBridgePartnersLLCMember 2024-09-30 0001517681 us-gaap:LoansPayableMember 2023-08-15 0001517681 us-gaap:LoansPayableMember 2023-08-15 2023-08-15 0001517681 us-gaap:LoansPayableMember 2023-08-01 2023-08-31 0001517681 us-gaap:LoansPayableMember 2024-09-30 0001517681 us-gaap:LoansPayableMember 2024-06-30 0001517681 us-gaap:LoansPayableMember 2023-07-01 2024-06-30 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-05-24 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-05-24 2024-05-24 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember srt:ScenarioForecastMember 2024-11-30 2024-11-30 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember srt:ScenarioForecastMember 2024-12-30 2024-12-30 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-06-10 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-06-10 2024-06-10 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember us-gaap:LoansPayableMember 2024-12-15 2024-12-15 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember srt:ScenarioForecastMember 2025-01-15 2025-01-15 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-07-01 2024-09-30 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-09-30 0001517681 PPCB:ThousandEightHundredDiagonalLendingLLCMember 2024-06-30 0001517681 us-gaap:LoansPayableMember PPCB:PromissoryNoteMember 2024-09-30 0001517681 us-gaap:LoansPayableMember PPCB:PromissoryNoteMember 2024-06-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2022-08-15 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2022-08-15 2022-08-15 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2023-02-14 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2023-02-14 2023-02-14 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2023-12-08 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2023-12-08 2023-12-08 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember srt:MinimumMember 2023-12-08 2023-12-08 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember srt:MaximumMember 2023-12-08 2023-12-08 0001517681 PPCB:OneFortyFourCapitalMember 2023-06-30 0001517681 PPCB:OneFortyFourCapitalMember 2024-06-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2024-06-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2023-07-01 2024-06-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:OneFortyFourCapitalMember 2024-07-01 2024-09-30 0001517681 PPCB:OneFortyFourCapitalMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2023-08-23 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2023-08-23 2023-08-23 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2023-10-12 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2023-10-12 2023-10-12 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-04-12 0001517681 PPCB:GSCapitalPartnersLLCMember PPCB:SecuritiesPurchaseAgreementMember 2024-04-12 2024-04-12 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-08-02 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-08-02 2024-08-02 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-09-20 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-09-20 2024-09-20 0001517681 PPCB:GSCapitalPartnersLLCMember PPCB:SecuritiesPurchaseAgreementMember 2024-07-01 2024-09-30 0001517681 PPCB:GSCapitalPartnersLLCMember srt:MinimumMember PPCB:SecuritiesPurchaseAgreementMember 2024-09-20 2024-09-20 0001517681 PPCB:GSCapitalPartnersLLCMember srt:MaximumMember PPCB:SecuritiesPurchaseAgreementMember 2024-09-20 2024-09-20 0001517681 2024-09-20 2024-09-20 0001517681 PPCB:GSCapitalPartnersLLCMember PPCB:SecuritiesPurchaseAgreementMember 2024-06-30 0001517681 PPCB:AugustTenTwoThousandAndSeventeenConsultingAgreementMember PPCB:GSCapitalPartnersLLCMember 2023-07-01 2024-06-30 0001517681 PPCB:GSCapitalPartnersLLCMember 2024-06-30 0001517681 PPCB:GSCapitalPartnersLLCMember PPCB:SecuritiesPurchaseAgreementMember 2024-09-30 0001517681 PPCB:AugustTenTwoThousandAndSeventeenConsultingAgreementMember PPCB:GSCapitalPartnersLLCMember 2024-07-01 2024-09-30 0001517681 PPCB:GSCapitalPartnersLLCMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:CoventryEnterprisesLLCSecuritiesPurchaseAgreementMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-03-05 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-03-05 2024-03-05 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember srt:MinimumMember 2024-03-05 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember srt:MaximumMember 2024-03-05 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-06-20 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-06-20 2024-06-20 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember srt:MinimumMember 2024-06-20 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember srt:MaximumMember 2024-06-20 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-06-30 0001517681 PPCB:HundredAndFourLLCMember PPCB:SecuritiesPurchaseAgreementMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember PPCB:HundredAndFourLLCMember 2024-07-01 2024-09-30 0001517681 us-gaap:ConvertibleNotesPayableMember 2024-09-30 0001517681 us-gaap:ConvertibleNotesPayableMember 2024-07-01 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember 2024-07-01 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember 2023-07-01 2023-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember 2024-09-30 0001517681 PPCB:SecuritiesPurchaseAgreementMember 2023-09-30 0001517681 PPCB:ConvertibleNotesOneMember 2024-07-01 2024-09-30 0001517681 PPCB:ConvertibleNotesOneMember 2023-07-01 2023-09-30 0001517681 2022-05-17 0001517681 2022-05-18 0001517681 2022-09-20 0001517681 2022-09-21 0001517681 us-gaap:SeriesAPreferredStockMember 2024-09-30 0001517681 us-gaap:SeriesAPreferredStockMember 2023-03-31 0001517681 us-gaap:SeriesAPreferredStockMember 2024-06-30 0001517681 us-gaap:ConvertibleDebtMember 2024-07-01 2024-09-30 0001517681 us-gaap:ConvertibleDebtMember 2024-09-30 0001517681 PPCB:UnderlyingFinancingAgreementsMember 2024-09-30 0001517681 PPCB:ConsultingAgreementMember 2024-08-12 2024-08-12 0001517681 PPCB:ConsultingAgreementMember 2024-08-12 0001517681 PPCB:ConsultingAgreementMember 2024-07-01 2024-09-30 0001517681 srt:ChiefExecutiveOfficerMember 2019-05-01 2019-05-31 0001517681 PPCB:ChiefScientificOfficerMember 2019-05-01 2019-05-31 0001517681 us-gaap:RestrictedStockUnitsRSUMember 2019-05-01 2019-05-31 0001517681 us-gaap:RestrictedStockUnitsRSUMember 2024-07-01 2024-09-30 0001517681 us-gaap:RestrictedStockUnitsRSUMember 2023-07-01 2024-06-30 0001517681 PPCB:UnvestedRestrictedStockUnitsMember 2024-09-30 0001517681 us-gaap:RestrictedStockUnitsRSUMember 2024-09-30 0001517681 PPCB:TwoThousandNinteenEquityIncentivePlanMember 2024-09-30 0001517681 2024-08-07 2024-08-07 0001517681 PPCB:SeriesAWarrantsMember 2024-09-30 0001517681 PPCB:SeriesBWarrantsMember 2024-09-30 0001517681 PPCB:SeriesCWarrantsMember 2024-09-30 0001517681 PPCB:CommonStockWarrantsWithNoClassDesignationMember 2024-09-30 0001517681 PPCB:PreReverseStockSplitMember 2024-07-01 2024-09-30 0001517681 PPCB:PreReverseStockSplitMember 2023-07-01 2023-09-30 0001517681 PPCB:PostReverseStockSplitMember 2024-07-01 2024-09-30 0001517681 PPCB:PostReverseStockSplitMember 2023-07-01 2023-09-30 0001517681 PPCB:From2012ThroughThe2014Member 2024-07-01 2024-09-30 0001517681 us-gaap:RoyaltyAgreementTermsMember 2012-06-01 2012-06-30 0001517681 us-gaap:LicenseAgreementTermsMember 2012-06-01 2012-06-30 0001517681 PPCB:OneYearCollaborationAgreementMember 2018-09-13 2018-09-13 0001517681 PPCB:TwoYearCollaborationAgreementMember 2018-09-13 2018-09-13 0001517681 PPCB:TwoYearCollaborationAgreementMember 2020-10-01 2020-10-01 0001517681 PPCB:TwoYearCollaborationAgreementMember PPCB:InstallmentOneMember 2020-11-01 2020-11-30 0001517681 PPCB:TwoYearCollaborationAgreementMember PPCB:InstallmentTwoMember 2021-03-01 2021-03-31 0001517681 PPCB:TwoYearCollaborationAgreementMember PPCB:InstallmentThreeMember 2021-12-01 2021-12-31 0001517681 PPCB:TwoYearCollaborationAgreementMember PPCB:InstallmentFourMember 2022-09-01 2022-09-30 0001517681 PPCB:UniversityOfJaenMember 2020-10-01 2020-10-01 0001517681 2020-10-01 2020-10-01 0001517681 PPCB:UniversityOfJaenMember PPCB:ResearchAgreementMember 2022-07-27 2022-07-27 0001517681 PPCB:InstallmentOneMember PPCB:ResearchAgreementMember 2022-08-01 2022-08-31 0001517681 PPCB:InstallmentTwoMember PPCB:ResearchAgreementMember 2022-09-01 2022-09-30 0001517681 PPCB:InstallmentThreeMember PPCB:ResearchAgreementMember 2022-12-01 2022-12-31 0001517681 PPCB:InstallmentFourMember PPCB:ResearchAgreementMember 2023-03-01 2023-03-31 0001517681 PPCB:InstallmentFiveMember PPCB:ResearchAgreementMember 2023-07-01 2023-07-31 0001517681 2023-07-01 2024-06-30 0001517681 PPCB:UnderwritingAgreementMember PPCB:EFHuttonLLCMember 2024-05-04 2024-05-04 0001517681 PPCB:EquityAndEquityLinkedPlacementsMember 2024-05-04 0001517681 PPCB:DebtPlacementsMember 2024-05-04 0001517681 us-gaap:CommonStockMember 2024-05-04 2024-05-04 0001517681 2024-05-04 0001517681 srt:MaximumMember 2024-05-04 0001517681 PPCB:ConsultantMember 2024-05-04 2024-05-04 0001517681 PPCB:ConsultantMember 2024-05-04 0001517681 PPCB:ConsultantMember PPCB:MergerAcquisitionAgreementMember 2024-05-04 0001517681 PPCB:ConsultantMember PPCB:InitialPayableMember 2024-05-04 0001517681 PPCB:NewThreeYearOperatingLeaseAgreementMember 2022-05-04 0001517681 PPCB:NewThreeYearOperatingLeaseAgreementMember 2022-05-04 2022-05-04 0001517681 us-gaap:AccountingStandardsUpdate201602Member 2022-05-04 0001517681 2022-05-04 2022-05-04 0001517681 PPCB:NorthHorizonPtyLtdMember 2016-05-05 0001517681 PPCB:NorthHorizonPtyLtdMember 2016-05-05 2016-05-05 0001517681 PPCB:NorthHorizonPtyLtdMember PPCB:NathanielszMember 2016-05-05 0001517681 PPCB:ThreeYearOperatingLeaseAgreementMember PPCB:NorthHorizonPtyLtdMember 2022-05-04 2022-05-04 0001517681 PPCB:NorthHorizonPtyLtdMember 2024-07-01 2024-09-30 0001517681 PPCB:NorthHorizonPtyLtdMember 2023-07-01 2024-06-30 0001517681 2023-11-30 0001517681 2024-05-31 0001517681 2024-08-31 0001517681 PPCB:NathanielszEmploymentAgreementMember 2015-02-25 2015-02-25 0001517681 PPCB:NathanielszEmploymentAgreementMember 2022-07-01 2023-06-30 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MaximumMember 2015-02-25 2015-02-25 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MinimumMember 2018-03-16 2018-03-16 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MaximumMember 2018-03-16 2018-03-16 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MinimumMember 2022-08-01 2022-08-01 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MaximumMember 2022-08-01 2022-08-01 0001517681 PPCB:MrsNathanielszMember 2018-02-01 2018-02-01 0001517681 PPCB:JamesNathanielszMember 2016-02-25 2016-02-25 0001517681 PPCB:MrsNathanielszMember 2023-07-01 2024-06-30 0001517681 PPCB:MrsNathanielszMember 2022-07-01 2023-06-30 0001517681 PPCB:MrsNathanielszMember 2024-07-01 2024-09-30 0001517681 PPCB:MrNathanielszMember PPCB:BoardOfDirectorsMember 2021-08-12 2021-08-12 0001517681 srt:ChiefExecutiveOfficerMember 2020-07-01 2021-06-30 0001517681 srt:ChiefExecutiveOfficerMember PPCB:MrsNathanielszMember 2020-07-01 2021-06-30 0001517681 PPCB:MrNathanielszMember PPCB:BoardOfDirectorsMember 2022-08-01 2022-08-01 0001517681 2022-07-01 2023-06-30 0001517681 srt:ChiefExecutiveOfficerMember 2022-07-01 2023-06-30 0001517681 2024-01-01 2024-01-31 0001517681 srt:ChiefExecutiveOfficerMember 2023-07-01 2024-06-30 0001517681 PPCB:ServicesAgreementMember PPCB:DrKenyonMember 2019-05-14 2019-05-14 0001517681 PPCB:EmploymentAgreementMember PPCB:MrNathanielszMember 2019-05-14 2019-05-14 0001517681 PPCB:EmploymentAgreementMember PPCB:InitialNathanielszRSUsMember 2019-05-14 2019-05-14 0001517681 PPCB:EmploymentAgreementMember PPCB:AdditionalNathanielszRSUsMember 2019-05-14 2019-05-14 0001517681 PPCB:EmploymentAgreementMember 2024-07-01 2024-09-30 0001517681 PPCB:EmploymentAgreementMember PPCB:InitialNathanielszRSUsMember 2023-07-01 2024-06-30 0001517681 PPCB:NathanielszEmploymentAgreementMember 2022-10-26 2022-10-26 0001517681 PPCB:NathanielszEmploymentAgreementMember srt:MaximumMember 2024-07-01 2024-09-30 0001517681 PPCB:NathanielszEmploymentAgreementMember 2024-07-01 2024-09-30 0001517681 PPCB:ServicesAgreementMember PPCB:InitialKenyonRSUsMember 2019-05-14 2019-05-14 0001517681 PPCB:ServicesAgreementMember PPCB:AdditionalKenyonRSUsMember 2019-05-14 2019-05-14 0001517681 PPCB:ServicesAgreementMember 2024-07-01 2024-09-30 0001517681 PPCB:ServicesAgreementMember 2023-07-01 2024-06-30 0001517681 PPCB:LenderOneMember 2024-07-01 2024-09-30 0001517681 PPCB:LenderTwoMember 2024-07-01 2024-09-30 0001517681 PPCB:LenderThreeMember 2024-07-01 2024-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderOneMember 2024-07-01 2024-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderTwoMember 2024-07-01 2024-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderThreeMember 2024-07-01 2024-09-30 0001517681 PPCB:LenderOneMember 2023-07-01 2023-09-30 0001517681 PPCB:LenderTwoMember 2023-07-01 2023-09-30 0001517681 PPCB:LenderThreeMember 2023-07-01 2023-09-30 0001517681 PPCB:LenderFourMember 2023-07-01 2023-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderOneMember 2023-07-01 2023-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderTwoMember 2023-07-01 2023-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderThreeMember 2023-07-01 2023-09-30 0001517681 PPCB:ConvertibleDebtBenchmarkMember us-gaap:LenderConcentrationRiskMember PPCB:LenderFourMember 2023-07-01 2023-09-30 0001517681 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember PPCB:ReceivableMember 2024-07-01 2024-09-30 0001517681 us-gaap:AccountsReceivableMember us-gaap:CreditConcentrationRiskMember PPCB:ReceivableMember 2023-07-01 2024-06-30 0001517681 us-gaap:ConvertibleDebtMember 2024-09-30 0001517681 us-gaap:ConvertibleDebtMember 2024-06-30 0001517681 us-gaap:MeasurementInputPriceVolatilityMember PPCB:NewDerivativeInstrumentsMember srt:MinimumMember 2024-09-30 0001517681 us-gaap:MeasurementInputPriceVolatilityMember PPCB:NewDerivativeInstrumentsMember srt:MaximumMember 2024-09-30 0001517681 us-gaap:MeasurementInputPriceVolatilityMember us-gaap:ConvertibleDebtMember 2024-09-30 0001517681 us-gaap:MeasurementInputExpectedTermMember us-gaap:ConvertibleDebtMember PPCB:NewDerivativeInstrumentsMember 2024-07-01 2024-09-30 0001517681 us-gaap:MeasurementInputExpectedTermMember us-gaap:ConvertibleDebtMember srt:MinimumMember 2024-07-01 2024-09-30 0001517681 us-gaap:MeasurementInputExpectedTermMember us-gaap:ConvertibleDebtMember srt:MaximumMember 2024-07-01 2024-09-30 0001517681 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:ConvertibleDebtMember PPCB:NewDerivativeInstrumentsMember srt:MinimumMember 2024-09-30 0001517681 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:ConvertibleDebtMember PPCB:NewDerivativeInstrumentsMember srt:MaximumMember 2024-09-30 0001517681 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:ConvertibleDebtMember srt:MinimumMember 2024-09-30 0001517681 us-gaap:MeasurementInputRiskFreeInterestRateMember us-gaap:ConvertibleDebtMember srt:MaximumMember 2024-09-30 0001517681 us-gaap:FairValueInputsLevel1Member 2024-09-30 0001517681 us-gaap:FairValueInputsLevel2Member 2024-09-30 0001517681 us-gaap:FairValueInputsLevel3Member 2024-09-30 0001517681 us-gaap:FairValueInputsLevel1Member 2024-06-30 0001517681 us-gaap:FairValueInputsLevel2Member 2024-06-30 0001517681 us-gaap:FairValueInputsLevel3Member 2024-06-30 0001517681 us-gaap:DerivativeMember 2024-06-30 0001517681 us-gaap:DerivativeMember 2024-07-01 2024-09-30 0001517681 us-gaap:DerivativeMember 2024-09-30 0001517681 us-gaap:SubsequentEventMember 2024-10-01 2024-10-30 0001517681 us-gaap:SubsequentEventMember 2024-10-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure iso4217:AUD iso4217:EUR PPCB:Integer

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

or

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ___________ to ___________

 

Commission File Number: 000-54878

 

PROPANC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   33-0662986

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

302, 6 Butler Street

Camberwell, VIC, 3124 Australia

(Address of principal executive offices) (Zip Code)

 

+61-03- 9882-0780

(Registrant’s telephone number, including area code)

 

n/a

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

 

As of November 14, 2024, there were 789,899,183 shares of the registrant’s common stock, $0.001 par value per share, issued and outstanding.

 

 

 

 
 

 

PROPANC BIOPHARMA INC.

 

Table of Contents

 

    Page
PART I - FINANCIAL INFORMATION  
     
Item 1. Financial Statements F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3. Quantitative and Qualitative Disclosures About Market Risk 6
Item 4. Controls and Procedures 6
     
PART II - OTHER INFORMATION  
     
Item 1. Legal Proceedings 8
Item 1A. Risk Factors 8
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 8
Item 3. Defaults Upon Senior Securities 8
Item 4. Mine Safety Disclosures 8
Item 5. Other Information 8
Item 6. Exhibits 8
  Signatures 9

 

2
 

 

PART I — FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

The following unaudited interim condensed consolidated financial statements of Propanc Biopharma, Inc. are included in this Quarterly Report on Form 10-Q:

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
Condensed Consolidated Balance Sheets at September 30, 2024 (unaudited) and June 30, 2024 F-2
   
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three months ended September 30, 2024 and 2023 (unaudited) F-3
   
Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three months in the periods ended September 30, 2024 and 2023 (unaudited) F-4
   
Condensed Consolidated Statements of Cash Flows for the three months ended September 30, 2024 and 2023 (unaudited) F-5
   
Notes to the Condensed Consolidated Financial Statements (unaudited) F-6

 

F-1
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   September 30, 2024   June 30, 2024 
   (Unaudited)     
ASSETS          
           
CURRENT ASSETS:          
Cash  $9,268   $21,085 
GST tax receivable   3,309    2,950 
Prepaid expenses and other current assets   8,957    1,406 
           
TOTAL CURRENT ASSETS   21,534    25,441 
           
Deferred offering costs   27,117    27,117 
Security deposit - related party   2,081    2,008 
Operating lease right-of-use assets, net - related party   12,912    17,799 
           
TOTAL ASSETS  $63,644   $72,365 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
CURRENT LIABILITIES:          
Accounts payable  $1,238,589   $1,213,335 
Accrued expenses and other payables   875,199    792,190 
Accrued interest   111,652    94,612 
Loans payable   145,091    145,091 
Loans payable - related parties   227,328    71,629 
Notes payable, net of discount   213,109    204,694 
Convertible notes, net of discounts and including put premiums   381,789    399,325 
Operating lease liability - related party, current portion   14,185    19,362 
Embedded conversion option liabilities   134,234    133,886 
Due to former director - related party   30,840    29,759 
Loan from former director - related party   51,326    49,528 
Employee benefit liability   677,902    639,371 
           
TOTAL CURRENT LIABILITIES   4,101,244    3,792,782 
           
NON-CURRENT LIABILITIES:          
Loan payable - long-term - related party, net of discount   70,485    58,642 
           
TOTAL NON-CURRENT LIABILITIES   70,485    58,642 
           
TOTAL LIABILITIES  $4,171,729   $3,851,424 
           
Commitments and Contingencies (See Note 8)   -    - 
           
STOCKHOLDERS’ DEFICIT:          
Preferred stock, 1,500,005 shares authorized, $0.01 par value:          
Series B preferred stock, $0.01 par value; 5 shares authorized; 1 share issued and outstanding as of September 30, 2024 and June 30, 2024   -    - 
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 688,022,017 and 478,802,488 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively   688,022    478,802 
Additional paid-in capital   61,132,262    61,217,255 
Accumulated other comprehensive income   1,170,638    1,269,581 
Accumulated deficit   (67,052,530)   (66,698,220)
Treasury stock ($0.001 share)   (46,477)   (46,477)
           
TOTAL STOCKHOLDERS’ DEFICIT   (4,108,085)   (3,779,059)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $63,644   $72,365 

 

The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-2
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

 

   2024   2023 
   For the three months ended September 30, 
   2024   2023 
         
REVENUE          
Revenue  $-   $- 
           
OPERATING EXPENSES          
Administration expenses   220,759    393,828 
Occupancy expenses - related party   8,317    7,149 
Research and development   61,714    16,242 
TOTAL OPERATING EXPENSES   290,790    417,219 
           
LOSS FROM OPERATIONS   (290,790)   (417,219)
           
OTHER INCOME (EXPENSE)          
Interest expense   (86,230)   (178,234)
Interest income   1    17 
Derivative expense   (27,182)   (77,721)
Change in fair value of derivative liabilities   52,787    303,929 
Gain (loss) on extinguishment of debt, net   (11,319)   34,310 
Foreign currency transaction gain (loss)   8,423    (15,948)
TOTAL OTHER INCOME (EXPENSE), NET   (63,520)   66,353 
           
LOSS BEFORE TAXES   (354,310)   (350,866)
           
Tax benefit   -    - 
           
NET LOSS  $(354,310)  $(350,866)
           
Deemed Dividend   -    (142,575)
           
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS  $(354,310)  $(493,441)
           
BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS  $(0.00)  $(0.04)
           
BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING   590,937,498    10,989,681 
           
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS  $(354,310)  $(493,441)
           
OTHER COMPREHENSIVE INCOME (LOSS)          
Unrealized foreign currency translation gain (loss)   (98,943)   73,674 
           
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)   (98,943)   73,674 
           
TOTAL COMPREHENSIVE LOSS  $(453,253)  $(419,767)

 

The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-3
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

 

                                                     
   Preferred Stock           Common Stock           Accumulated        
   Series A   Series B   Common Stock   Issuable   Additional      

Other

       Total 
   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  

Stockholders’

Deficit

 
                                                     
Balance at June 30, 2023   -   $-    1   $-    6,031,250   $6,031    1,621,653   $1,621   $60,311,502   $(64,684,732)  $1,294,876   $(46,477)  $(3,117,179)
                                                                  
Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest   -    -    -    -    4,898,307    4,899    626,229    626    223,665    -    -    -    229,190 
                                                                  
Issuance of common stock for alternate cashless exercise of warrants   -    -    -    -    2,282,000    2,282    -    -    (2,282)   -    -    -    - 
                                                                  
Issuance of common stock for issuable shares   -    -    -    -    1,621,653    1,621    (1,621,653)   (1,621)   -    -    -    -    - 
                                                                  
Reclassification of put premium upon debt conversion   -    -    -    -    -    -    -    -    34,838    -    -    -    34,838 
                                                                  
Relative fair value of warrant granted in connection with a loan payable - related party   -    -    -    -    -    -    -    -    141,084    -    -    -    141,084 
                                                                  
Foreign currency translation gain   -    -    -    -    -    -    -    -    -    -    73,674    -    73,674 
                                                                  
Deemed dividend upon alternate cashless exercise of warrants   -    -    -    -    -    -    -    -    142,575    (142,575)   -    -    - 
                                                                  
Net loss for the three months ended September 30, 2023   -    -    -    -    -    -    -    -    -    (350,866)   -    -    (350,866)
                                                                  
Balance at September 30, 2023   -   $-    1   $-    14,833,210   $14,833   $626,229   $626   $60,851,382   $(65,178,173)  $1,368,550   $(46,477)  $(2,989,259)

 

   Preferred Stock           Common Stock           Accumulated         
   Series A   Series B   Common Stock   Issuable   Additional       Other       Total 
   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

  

Stockholders’

Deficit

 
                                                     
Balance at June 30, 2024   -   $-    1   $-    478,802,488   $478,802    -   $-   $61,217,255   $(66,698,220)  $1,269,581   $(46,477)  $(3,779,059)
                                                                  
Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest   -    -    -    -    194,219,529    194,220    -    -    (94,329)   -    -    -    99,891 
                                                                  
Issuance of common stock for services   -    -    -    -    15,000,000    15,000    -    -    -    -    -    -    15,000 
                                                                  
Reclassification of put premium upon debt conversion   -    -    -    -    -    -    -    -    9,336    -    -    -    9,336 
                                                                  
Foreign currency translation loss   -    -    -    -    -    -    -    -    -    -    (98,943)   -    (98,943)
                                                                  
Net loss for the three months ended September 30, 2024   -    -    -    -    -    -    -    -    -    (354,310)   -    -    (354,310)
                                                                  
Balance at September 30, 2024   -   $-    1   $-    688,022,017   $688,022    -   $-   $61,132,262   $(67,052,530)  $1,170,638   $(46,477)  $(4,108,085)

 

The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-4
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2024   2023 
   For the three months ended
September 30,
 
   2024   2023 
         
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss  $(354,310)  $(350,866)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:          
Issuance of common stock for services   7,500    - 
Foreign currency transaction loss (gain)   (8,423)   15,948 
Depreciation expense   -    134 
Amortization of debt discounts   56,983    69,457 
Amortization of right-of-use assets   5,534    5,128 
Change in fair value of derivative liabilities   (52,787)   (303,929)
Derivative expense   27,182    77,721 
Loss (gain) on extinguishment of debt, net   11,319    (34,310)
Non-cash interest expense   2,548    1,437 
Accretion of put premium   -    88,846 
Changes in Assets and Liabilities:          
GST receivable   (251)   132 
Prepaid expenses and other assets   -    (14,468)
Refundable advance deposit   -    (116,169)
Accounts payable   (18,797)   148,834 
Employee benefit liability   15,317    12,275 
Accrued expenses and other payables   54,457    55,693 
Accrued interest   24,093    15,712 
Operating lease liability   (5,880)   (5,032)
NET CASH USED IN OPERATING ACTIVITIES   (235,515)   (333,457)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from convertible promissory notes, net of original issue discounts and issue costs   60,000    220,000 
Repayment of convertible note   -    (142,909)
Proceeds from note payable   -    120,000 
Proceeds from loans payable - related parties   155,699    153,256 
NET CASH PROVIDED BY FINANCING ACTIVITIES   215,699    350,347 
           
Effect of exchange rate changes on cash   7,999    (20,312)
           
NET DECREASE IN CASH   (11,817)   (3,422)
           
CASH AT BEGINNING OF PERIOD   21,085    10,047 
           
CASH AT END OF PERIOD  $9,268   $6,625 
           
Supplemental Disclosure of Cash Flow Information          
          
Cash paid during the year:          
Interest  $2,606   $2,713 
Income Tax  $-   $- 
           
Supplemental Disclosure of Non-Cash Investing and Financing Activities          
           
Reduction of put premium related to conversions of convertible notes  $9,336   $34,838 
Conversion of convertible notes and accrued interest to common stock  $51,978   $114,131 
Debt discounts related to derivative liability  $60,000   $70,000 
Relative fair value of warrant granted in connection with a loan payable - related party  $-   $141,084 
Deemed dividend upon alternate cashless exercise of warrants  $-   $142,575 
Issuance of common stock for prepaid service  $7,500   $- 

 

The accompanying unaudited condensed notes are an integral part of these unaudited condensed consolidated financial statements.

 

F-5
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

 

Nature of Operations

 

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

 

The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary of the Company.

 

On July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024, there has been no activity within this entity.

 

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

 

In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 84 granted, allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid  tumors, covering the lead product candidate PRP.

 

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

 

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

 

Basis of Presentation

 

The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2024 and 2023 and cash flows for the three months ended September 30, 2024 and 2023 and our consolidated financial position at September 30, 2024 have been made. The Company’s results of operations for the three months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2025.

 

Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2024. The June 30, 2024 balance sheet is derived from those statements.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive wholly-owned subsidiary through September 30, 2024 and still remains inactive.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

 

F-6
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Foreign Currency Translation and Other Comprehensive Income (Loss)

 

The Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date.

 

Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

 

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. Effective fiscal year 2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated other comprehensive income (loss). As of September 30, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $677,000 and $669,000, respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of September 30, 2024, which is included as a component of accumulated other comprehensive income on the accompanying condensed consolidated balance sheets.

 

As of September 30, 2024 and June 30, 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

 

   September 30, 2024   June 30, 2024 
Exchange rate on balance sheet dates          
USD : AUD exchange rate   0.6936    0.6693 
Average exchange rate for the period          
USD : AUD exchange rate   0.6668    0.6557 

 

The change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows:

 

   Foreign
Currency Items:
 
Balance, June 30, 2024  $1,269,581 
Unrealized foreign currency translation loss   (98,943)
Ending balance, September 30, 2024  $1,170,638 

 

Fair Value of Financial Instruments and Fair Value Measurements

 

The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same.

 

The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

 

The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

F-7
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

Also see Note 11 - Derivative Financial Instruments and Fair Value Measurements.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of September 30, 2024 or June 30, 2024.

 

Refundable Advance Deposit

 

In August 2023, the Company paid a refundable advance deposit of $120,958 which consisted primarily of a deposit paid to a potential lender to be used as payment for a loan insurance premium related to a future loan transaction with the Company. In the event, the future loan transaction does not close, the potential lender shall return the refundable advance deposit. During fiscal year 2024, the Company recorded an allowance for the recoverability of this refundable advance deposit of $120,958.

 

Deferred Offering Costs

 

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through the balance sheet date that are directly related to the Company’s proposed public offering. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of September 30, 2024 and June 30, 2024, the Company had recorded $27,117 in deferred offering costs for both periods.

 

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method. The depreciable amount is the cost less its residual value.

 

The estimated useful lives are as follows:

 

Machinery and equipment - 5 years
Furniture - 7 years

 

Patents

 

Patents are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2024 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

 

Impairment of Long-Lived Assets

 

In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

 

Employee Benefit/Liability

 

Liabilities arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve months.

 

F-8
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Australian Goods and Services Tax (“GST”)

 

Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

 

Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

 

As of September 30, 2024 and June 30, 2024, the Company was owed $3,309 and $2,950, respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates.

 

Derivative Instruments

 

ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment.

 

Convertible Notes With Variable Conversion Options

 

The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share (“common stock”) at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as interest expense.

 

Income Taxes

 

The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “Accounting for Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The Company follows ASC 740, Sections 25 through 60, “Accounting for Uncertainty in Income Taxes.” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods.

 

Research and Development Costs and Tax Credits

 

In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. Total research and development costs for the three months ended September 30, 2024 and 2023 were $61,714 and $16,242, respectively.

 

The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt.

 

Stock Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

 

The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption.

 

Revenue Recognition

 

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs and the royalty term has begun.

 

F-9
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Legal Expenses

 

All legal costs for litigation are charged to expense as incurred.

 

Leases

 

The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses.

 

Basic and Diluted Net Loss Per Common Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

 

   September 30, 2024   September 30, 2023 
   (Unaudited)   (Unaudited) 
Stock Options   0.06    0.06 
Stock Warrants with no designations   15,003,306    15,003,306 
Series A Warrants as if converted at alternate cashless exercise price   1,990,353,990    1,994,343,990 
Series B Warrants   16    16 
Series C Warrants as if converted at alternate cashless exercise price *   9,175,999,954    9,175,999,954 
Unvested restricted stock   0.06    0.06 
Convertible Debt   1,823,504,274    210,849,945 
Total   13,004,861,540.12    11,396,197,211.12 

 

*Only convertible ratably upon exercise of Series B Warrants

 

Recent Accounting Pronouncements

 

We have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

 

F-10
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

NOTE 2 – GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. For the three months ended September 30, 2024, the Company had no revenues, had a net loss of $354,310, and had net cash used in operations of $235,515. Additionally, As of September 30, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $4,079,710, $4,108,085, and $67,052,530, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issue date of this Quarterly Report.

 

The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

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

 

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following As of September 30, 2024 and June 30, 2024.

 

   September 30, 2024   June 30, 2024 
   (Unaudited)     
Office equipment at cost  $26,471   $25,543 
Less: Accumulated depreciation   (26,471)   (25,543)
           
Total property, plant, and equipment  $-   $- 

 

Depreciation expense for the three months ended September 30, 2024 and 2023 were $0 and $134, respectively.

 

NOTE 4 – DUE TO FORMER DIRECTOR - RELATED PARTY

 

Due to former director – related party represents unsecured advances made primarily by a former director for operating expenses on behalf of the Company, such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and are due upon demand. The Company is currently not being charged interest under these advances. The total amount owed the former director at September 30, 2024 and June 30, 2024 were $30,840 and $29,759, respectively. The Company plans to repay the advances as its cash resources allow (see Note 9).

 

NOTE 5 – LOANS

 

Loan from Former Director - Related Party

 

Loan from the Company’s former director at September 30, 2024 and June 30, 2024 were $51,326 and $49,528, respectively. The loan bears no interest and is payable on demand. The Company did not repay any amount on this loan during the three months ended September 30, 2024 and 2023, respectively (see Note 9).

 

Loans payable - Related Parties

 

Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($57,639 USD). These loans bear no interest and are payable on demand.

 

Effective August 1, 2024, the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company used the net proceeds for general working capital purposes. The maturity date of the Loan is November 1, 2024, or sooner at the discretion of the Company, and the Loan bears an interest rate of 12% per annum and default interest rate of 18% per annum. The Company has the right to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding trading days. As of the date of filing this report, such Loan is past due and currently in default.

 

The loans payable – related parties amounted to $227,328 and $71,629 as of September 30, 2024 and June 30, 2024, respectively.

 

F-11
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Loan payable -long-term- Related Party

 

On July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026. The Company accounted for the 15,000,000 warrants issued with this loan payable as debt discount by using the relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $141,084 was based on a fair value determination using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.119 based on the closing price of common stock at date of grant, exercise price of $0.01, dividend yield of zero, expected term of 3.00, a risk-free rate of 4.59%, and expected volatility of 268%. The debt discount shall be amortized over the term of this loan. A portion of the proceeds of such loan were used to repay an outstanding balance of approximately $143,000 due on a convertible note held by a third-party investor and which had been in default.

 

Accrued interest from this loan amounted to $15,158 as of June 30, 2024. Amortization of debt discount from this loan for fiscal year 2024 was $46,470. The total principal outstanding under this loan was $153,256 and remaining unamortized debt discount of $94,614 as of June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $58,642.

 

Accrued interest from this loan amounted to $19,020 as of September 30, 2024. Amortization of debt discount for the three months ended September 30, 2024 was $11,843. The total principal outstanding under this loan was $153,256 and remaining debt discount of $82,771 as of September 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $70,485.

 

Loan Payable

 

Crown Bridge Securities Purchase Agreement

 

Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal balance of $65,280 as of June 30, 2024. The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due. The Crown Bridge Note bore interest at a default interest rate of 15% per annum. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note. Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $65,280 from a convertible note into a loan payable which is the principal balance at September 30, 2024 and June 30, 2024. Additionally, the Company recorded the remaining put premium of $43,520 into gain on extinguishment of debt during fiscal year 2023. The total accrued interest from this loan amounted to $48,009 and $45,541 as of September 30, 2024 and June 30, 2024, respectively.

 

Loans Payable - others

 

In June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $120,000 AUD ($79,811 USD). The maturity dates of these loans are both in June 2025. These loans bear interest at a rate of 12% per annum. As of September 30, 2024 and June 30, 2024, the total balance of these loans amounted to $79,811 for both periods and accrued interest of $3,079 and $665, respectively.

 

The aggregate principal outstanding on the above loans was $145,091 as of September 30, 2024 and June 30, 2024.

 

Loan in default

 

The Crown Bridge Note is currently past due and in default, consisting of $65,280 principal and $48,009 accrued interest, which includes interest accruing at the default interest rate at 15%.

 

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES

 

Promissory Note

 

On August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10% original issue discount promissory note (the “Promissory Note”) in consideration for $120,000, which has a principal face amount of $132,000, matured on November 15, 2023 and accrued interest at a rate of 10% per annum, and was increased to 18% due to the event of a default. The Company had the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120% if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity date), unless the Company and the Lender agree to otherwise effect repayment. The Promissory Note contains certain customary events of default set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Promissory Note. On May 7, 2024, the August 2023 Lender notified the Company that the 130% default repayment plus interest will be waived and shall extend the maturity of the Promissory Note to September 30, 2024. As of the date of filing this report, such Promissory Note is past due and currently in default.

 

F-12
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Accrued interest from this note amounted to $18,863 and $15,536 as of September 30, 2024 and June 30, 2024, respectively. Amortization of debt discount from the promissory note for fiscal year 2024 was $12,000. The total principal outstanding under this note was $132,000 and remaining debt discount of $0 as of September 30, 2024 and June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $132,000.

 

1800 Diagonal Lending Promissory Notes

 

On May 24, 2024, the Company entered into a 15% promissory note in the amount of $49,200 less original issue discount of $8,200 and legal and financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest is payable on or before March 30, 2025. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. Accrued, unpaid interest and outstanding principal, 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 (a total payback to the Holder of $56,580). The first payment of $7,072.50 shall be due on December 30, 2024 with 3 subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment.

 

On June 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 and financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest is payable on or before April 15, 2025. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. Accrued, unpaid interest and outstanding principal, 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 (a total payback to the Holder of $56,580). The first payment of $7,072.50 shall be due on January 15, 2025 with 3 subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment.

 

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

 

As of September 30, 2024 and June 30, 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $98,400 for both periods and accrued interest of $4,913 and $1,193, respectively.

 

The total balance of the above three promissory notes, net of unamortized discount of $17,291 was $213,109 at September 30, 2024. The total balance of the above three promissory notes, net of unamortized discount of $25,706 was $204,694 at June 30, 2024.

 

Convertible Notes

 

The Company’s convertible notes outstanding at September 30, 2024 and June 30, 2024 were as follows:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Convertible notes and debenture  $334,625   $313,550 
Unamortized discounts   (68,129)   (38,854)
Premium, net   115,293    124,629 
Convertible notes, net  $381,789   $399,325 

 

ONE44 Capital Securities Purchase Agreements

 

August 15, 2022 Securities Purchase Agreement

 

On August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $110,000, such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary of the August 15, 2022 ONE44 Note. The transaction contemplated by such purchase agreement closed on August 16, 2022. The August 15, 2022 One44 Note contained an original issue discount amount of $10,000. Pursuant to the terms of such purchase agreement, the Company paid $5,500 for ONE44’s legal fees. The Company used the net proceeds from the August 15, 2022 ONE44 Note for general working capital purposes. The maturity date of the August 15, 2022 One44 Note was August 15, 2023. The August 15, 2022 ONE44 Note bore interest at a rate of 10% per annum, which was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of such note. The August 15, 2022 ONE44 Note was fully converted in fiscal year 2024.

 

February 14, 2023 Securities Purchase Agreement

 

On February 14, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “February 14, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $111,111, such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary of the February 14, 2023 ONE44 Note. The transaction contemplated by such purchase agreement closed on February 14, 2023. The February 14, 2023 One44 Note contained an original issue discount amount of $11,111. Pursuant to the terms of such purchase agreement, the Company paid $5,500 for ONE44’s legal fees. The Company used the net proceeds from the February 14, 2023 ONE44 Note for general working capital purposes. The maturity date of the February 14, 2023 One44 Note was February 14, 2024. The February 14, 2023 ONE44 Note bore interest at a rate of 10% per annum, which interest was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of such note. The February 14, 2023 One44 Note was fully converted in fiscal year 2024.

 

F-13
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

December 8, 2023 Securities Purchase Agreement

 

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

 

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

 

During the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium ranging from 120% to 135% as defined in the relevant note. After this initial 180-day period, the Company does not have a right to prepay such note.

 

The conversion price for the above ONE44 notes ranges from 60% to 65% (representing a 35% to 40% discount) of the market price of the common stock, which is based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice of conversion. Notwithstanding the foregoing, such notes are subject to 4.99% beneficial ownership limitations. All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $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 30, 2024.

 

The above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. In the event that the Company fails to deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10th day. In the event that the Company loses the bid price of its common stock on OTC, such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20%.

 

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

 

The total principal amount outstanding under the above ONE44 financing agreements was $105,800 and accrued interest was $8,645 as of September 30, 2024 following conversion of $13,500 of the principal balance and $841 accrued interest during the three months ended September 30, 2024. Accordingly, $9,000 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the three months ended September 30, 2024 following conversion of the principal balance.

 

GS Capital Partners Securities Purchase Agreements

 

August 23, 2023 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note was February 23, 2024 and is currently in default. The GS Capital Note bore an interest at a rate of 8% per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.04 per share, provided that the fixed price will be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

F-14
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

October 12, 2023 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note was April 12, 2024 and is currently in default. The GS Capital Note bore interest at a rate of 8% per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.015 per share, provided that the fixed price will be reduced to $0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

April 12, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is October 12, 2024. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. As of the date of filing this report, such GS Capital Note is past due and currently in default.

 

August 2, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is February 2, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

September 20, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is March 20, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0003 per share, provided that the fixed price will be reduced to $0.0001 per share in the event that the market price of the Common Stock trades below $0.0003 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

F-15
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

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

 

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

 

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

 

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

 

During the 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 but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital under the terms of the notes, at a premium ranging from 110% to 125% of the principal amount and interest of such note. After this initial 180-day period, the Company does not have a right to prepay such notes.

 

Upon the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event that the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS Capital notes, the penalty becomes $250 per day for each day that the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10th day. In the event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding principal amount increases by 20%.

 

The total principal outstanding and accrued interest under the above GS Capital notes were $110,500 and $8,364, respectively, as of June 30, 2024, following conversion of $130,800 of the principal balance, $8,700 accrued interest (including $1,254 at default interest rate) and $3,832 conversion fees during the year ended June 30, 2024. During fiscal year 2024, an aggregate total of $110,500 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value as of June 30, 2024 (see Note 11).

 

The total principal outstanding and accrued interest under the above GS Capital notes were $145,700 and $7,902, respectively, as of September 30, 2024, following conversion of $30,800 of the principal balance and $2,212 accrued interest during the three months ended September 30, 2024. During the three months ended September 30, 2024, an aggregate total of $66,000 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value (see Note 11).

 

One GS Capital note with principal amount of $52,200 is currently in default and accrues at a default interest rate of 24% per annum.

 

104 LLC Securities Purchase Agreement

 

March 5, 2024 Securities Purchase Agreement

 

Effective March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC (“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $50,000, for a purchase price of $46,875, after an original issue discount of $3,125. The Company paid legal and financing costs of $7,500. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note is March 1, 2025 and the note bears interest at a rate of eight percent (8%) per annum, which may be increased to sixteen percent (16%) in the event of a default.

 

June 20, 2024 Securities Purchase Agreement

 

Effective June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $33,750, for a purchase price of $30,375, after an original issue discount of $3,375. The Company paid legal and financing costs of $5,200. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note is June 20, 2025 and the note bears 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 principal and interest on the notes are convertible into shares of common stock of the Company at the option of 104 at any time following the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65% of the lowest closing trade price of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35%). Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets. Pursuant to the notes, the Company is required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s obligations under the notes. The above 104 notes treated as stock settled debt under 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.

 

F-16
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

During the first 60 days following the date of the notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the notes.

 

The 104 notes contain certain events of default, including failure to pay principal and interest when due, failure to timely issue the conversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements with the U.S. Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under any other note issued to the Investor, as well as certain customary events of default set forth in the notes, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation. Upon an event of default, the notes will become immediately due and payable by the Company.

 

The total principal amount outstanding under the above 104 financing agreements was $83,750 and accrued interest was $1,429 as of June 30, 2024. The total principal outstanding and accrued interest under the above 104 financing agreements were $83,125 and $0, respectively, as of September 30, 2024, following conversion of $625 of the principal balance and $4,000 accrued interest during the three months ended September 30, 2024.

 

Outstanding convertible notes in default

 

Outstanding convertible notes for total principal amount of $83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently in default as of the date of this filing.

 

Amortization of debt discounts

 

The Company recorded $66,000 and $92,500 of debt discounts related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The Company recorded $0 and $88,846 of put premiums related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

 

Amortization of all debt discounts for the three months ended September 30, 2024 and 2023 was $56,983 and $69,457, respectively.

 

The Company reclassified $9,336 and $34,838 in put premiums to additional paid in capital following conversions during the three months ended September 30, 2024 and 2023, respectively.

 

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Increase in Authorized Shares of Common Stock and Reverse Stock Split

 

On May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its certificate of incorporation, as amended (the “Certificate of Incorporation”), which increased the Company’s authorized capital stock. Such certificate of amendment increased the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005 shares, such that the total number of authorized shares of capital stock increased to 3,001,500,005 shares. Such certificate of amendment was filed and became effective on July 6, 2022.

 

On September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its Certificate of Incorporation, which increased the Company’s authorized capital stock. The Certificate increased the number of authorized shares of common stock from 3,000,000,000 to 10,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005, such that the total number of shares of authorized capital stock increased to 10,001,500,005 shares. Such certificate of amendment was filed and became effective on November 4, 2022.

 

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

 

Preferred Stock

 

The total number of shares of preferred stock that the Company is authorized to issue is 1,500,005, $0.01 par value per share. These preferred shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate of designation filed by the Company with the State of Delaware.

 

F-17
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Of the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014. James Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer and a director, beneficially owned all of the outstanding shares of Series A Preferred Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder of Series A Preferred Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of Series A Preferred Stock entitled him to a total of 1 vote. North Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. Nathanielsz had voting and investment power over these shares.

 

On March 15, 2023, the Company filed a certificate with the Secretary of State of Delaware (the “Certificate of Retirement”), effecting the retirement and cancellation of the Series A Preferred Stock to eliminate such Series A Preferred Stock. No shares of Series A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023. There were no shares of Series A Preferred Stock issued and outstanding as of September 30, 2024 and June 30, 2024 for both periods.

 

Pursuant to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred stock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”). Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. One share of Series B Preferred Stock is issued and outstanding as of September 30, 2024 and June 30, 2024. Mr. Nathanielsz, the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

 

No additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during three months ended September 30, 2024 and fiscal year 2024.

 

Common Stock:

 

Shares issued for conversion of convertible debt

 

From July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual conversion price of $0.0002 as a result of the conversion of principal of $44,925, interest of $7,053 and conversion fees $2,548 underlying certain outstanding convertible notes converted during such period.

 

Included in the above conversion during the three months ended September 30, 2024, were principal aggregate amount of convertible notes of $30,800, accrued interest of $2,212 and conversion fees of $798 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

 

The Company reclassified $9,336 from put premium liabilities to additional paid in capital following conversions during the three months ended September 30, 2024.

 

The Company has 7,100,870,280 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying financing agreements at September 30, 2024.

 

Shares issued for services

 

On August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August 12, 2024 to October 12, 2024 for a total fee of $7,500 for each consultant. In August 2024, the Company issued an aggregate of 15,000,000 shares of common stock to the consultants related to this consulting agreement. Those shares were valued at approximately $0.001 per share or $15,000, being the closing price of the stock on the date of grant to such consultants. During the three months ended September 30, 2024, the Company recorded stock-based compensation of $7,500 and prepaid stock-based expense of $7,500 as of September 30, 2024.

 

Restricted Stock Units

 

Pursuant to employment agreements dated in May 2019, the Company granted an aggregate of 0.078 and 0.039 restricted stock unit to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively. The total 0.117 restricted stock units are subject to vesting terms as defined in the employment agreements. The 0.117 restricted stock units were valued at the fair value of approximately $4,250,000 per unit or $497,240 based on the quoted trading price on the date of grant. There were $248,620 unrecognized restricted stock units expense as of September 30, 2024 and June 30, 2024. There are 0.06 unvested restricted stock units which are subject to various performance conditions which have not yet been met and such restricted stock units have not yet vested as of September 30, 2024 to which the $248,620 relates to.

 

F-18
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Stock Warrants:

 

The following table summarizes warrant activity for the three months ended September 30, 2024:

 

       Weighted 
   Number of   Average 
   Shares   Price Per Share 
Outstanding at June 30, 2024   15,003,396   $1.24 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   15,003,396*  $1.24 
           
Exercisable at September 30, 2024   15,003,378   $1.24 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   1.76      
Aggregate intrinsic value
  $-      

 

* The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:

 

   Number of Warrants   Exercisable 
Series A warrants   10    10 
Series B warrants   16    16 
Series C warrants   64    46 
Warrants with no class designation   15,003,306    15,003,306 
Total   15,003,396    15,003,378 

 

Stock Options:

 

A summary of the Company’s option activity during the three months ended September 30, 2024 is presented below:

 

       Weighted 
   Number of   Average Exercise 
   Shares   Price Per Share 
Outstanding at June 30, 2024   0.059   $4,533,000 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   0.059   $4,533,000 
           
Exercisable at September 30, 2024   0.059   $4,533,000 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   4.62      
Weighted average fair value of options granted during the period  $-      
Aggregate intrinsic value  $-      

 

On the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan. Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units.

 

During the three months ended September 30, 2024 and 2023, the Company recognized stock-based compensation of $0 for both periods from vested stock options. There was $0 of unvested stock options expense as of September 30, 2024. No stock options were granted during the three months ended September 30, 2024.

 

F-19
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Proposed Reverse Stock Split (Unaudited)

 

On August 7, 2024, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split will be made to the Company’s outstanding stock options, warrants and equity incentive plans. The Company is awaiting the approval of Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split.

 

The unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split. A key assumption to the loss per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of shares from the ratio.

 

Historical per share data – (Pre- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   590,937,498    10,989,681 
Basic and diluted net loss per share  $0.00   $0.04 

 

The table below reflects the reverse split of 1:60,000.

 

Historical per share data – (Post- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   9,849    183 
Basic and diluted net loss per share  $35.97   $2,696.40 

 

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, the Company may be subject to litigation and claims arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

 

IRS Liability

 

As part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary and the parent company. From 2012 through the 2014, the Company did not file this form in a timely manner. As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000 per year, or $30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the September 30, 2024 and June 30, 2024 consolidated balance sheets. The Company recorded the penalties for all three years during the year ended June 30, 2018. The Company is current on all subsequent filings.

 

F-20
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Operating Agreements

 

In November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”), whereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations. In June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2% of net revenues to the UK University. Additionally, the Company agreed to pay 5% of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts are owed under the agreement.

 

Collaboration Agreement

 

On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 52,000 Euros ($59,508 USD) in year one and a maximum of 40,000 Euros ($45,775 USD) in year two. Additionally, in exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2% of net revenues to the University.

 

On October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($35,145 USD), which were paid in four installment payment of 5,000 Euros in November 2020, 5,000 Euros ($5,858) in March 2021, 10,000 Euros ($11,715) in December 2021 and 10,000 Euros ($11,715) in September 2022. Additionally, the University agreed to hire and train a doctoral student for this project and the Company agreed to pay the University 25,837 Euros ($30,268 USD). In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2% of net revenues to the University.

 

On July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment services to the Company. One of the Company’s Scientific Advisory Board is the lead joint researcher of the University. In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 1% of net revenues each to two members of the Scientific Advisory Board. In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($53,806 USD) payable as follows:

 

- 18,200 Euros ($18,407 USD) upon execution (paid in August 2022),

- 8,000 Euros ($8,091 USD) in September 2022 (unpaid),

- 7,000 Euros ($7,080 USD) in December 2022 (unpaid),

- 10,000 Euros ($10,114 USD) in March 2023 (unpaid), and

- 10,000 Euros ($10,114 USD) in July 2023 (unpaid).

 

The commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion was 24 months.

 

As of September 30, 2024 and June 30, 2024, the Company has $54,327 and $47,531, respectively, balance due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. As of September 30, 2024 and June 30, 2024, there are no royalty fees owed to the University.

 

Consulting Agreement

 

On May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”) which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the Consultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments (“Offering”). The engagement period shall end on the earlier of i) 12 months from the date of this agreement or ii) the final closing if any of the Offering. The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to $15 million of equity, equity derivatives, and equity linked instruments of the Company. The Company shall pay compensation for:

 

(a) Financing Fees:

 

(i) For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent (8.0%) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates; and

 

(ii) For debt placements, pay the Consultant a cash fee of six percent (6.0%) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates.

 

(iii) As additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing warrants (the “Warrants”) to purchase that number of shares of Common Stock equal to three percent (3.0%) of the aggregate proceeds sold in an offering. The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from the effective date of the Offering at a price per share equal to the Offering price. The Warrants will provide for piggyback registration rights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of such warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations, mergers, etc. and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below the offering price as permitted under FINRA Rule 5110(f)(2)(G).

 

F-21
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Additionally, the Consultant shall be entitled to a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement period, in connection with any public or private financing or capital raise.

 

(b) Merger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees: The M&A Transaction fees shall be payable to the Consultant in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent (5.0%) of M&A Transaction consideration.

 

The Company will be responsible for and will pay all expenses relating to the Offering as defined in the Agreement. Additionally, the Company will provide an expense advance (the “Advance”) to the Consultant of $50,000, of which $25,000 was payable upon the execution of the Agreement and $25,000 of which is payable upon the initial filing of a registration statement. The Company paid $25,000 in May 2024 and has been recorded as deferred offering cost as of September 30, 2024 and June 30, 2024. No payment was made during the three months ended September 30, 2024.

 

Operating Leases

 

On May 4, 2022, the Company entered in a three-year lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly rent of $3,000 AUD or $2,176 USD (depending on exchange rate) per month plus taxes. On May 4, 2022, the Company recorded right-of-use assets $66,201 and total lease liabilities of $66,201 based on an incremental borrowing rate of 8%.

 

ROU is summarized below:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Office lease  $66,201   $66,201 
Less: accumulated amortization   (53,289)   (48,402)
Right-of-use asset, net  $12,912   $17,799 

 

Operating Lease liabilities are summarized below:

 

   September 30, 2024   June 30, 2024 
Office lease  $66,201   $66,201 
Reduction of lease liability   (52,016)   (46,839)
Less: office lease, current portion   (14,185)   (19,362)
Long term portion of lease liability  $-   $- 

 

Remaining future minimum lease payments under non-cancelable operating lease at September 30, 2024 are as follows:

 

      
Fiscal Year 2025  $14,566 
Imputed interest   (381)
Total operating lease liability  $14,185 

 

The weighted average remaining lease term for the operating lease is 0.51 years as of September 30, 2024.

 

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Since its inception, the Company has conducted transactions with its directors and entities related to such directors.

 

These transactions have included the following:

 

As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $30,840 and $29,759, respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

 

As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $51,326 and $49,528, respectively, for money loaned to the Company, throughout the years. The total loans balance owed at September 30, 2024 and June 30, 2024 is not interest bearing (see Note 5).

 

Effective May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease had a five-year term and provided for annual rental payments of $39,600 AUD or $28,325 USD, which includes $3,600 AUD or $2,575 USD of goods and service tax for total payments of $198,000 AUD or $141,629 USD during the term of the lease. Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022. On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon Pty Ltd. for a monthly rent of $3,000 AUD or $2,176 USD (depending on exchange rate) per month plus taxes. As of September 30, 2024 and June 30, 2024, total rent payable of $203,129 AUD ($140,890 USD) and $194,129 AUD ($129,930 USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheet. Rent expense under those lease was $8,317 and $7,149 for the three months ended September 30, 2024 and 2023, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

 

F-22
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Loans payable - Related Parties

 

Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($57,639 USD). These loans bear no interest and are payable on demand (see Note 5).

 

Effective August 1, 2024, the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity date of the Loan is November 1, 2024, or sooner at the discretion of the Company, and the Loan bears an interest rate of 12% per annum and default interest rate of 18% per annum. The Company has the right to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding trading days (see Note 5).

 

Loan payable -long-term- Related Party

 

July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026 (see Note 5).

 

Employment and Services Agreements with Management

 

The Company and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of Mr. Nathanielsz’s employment as the Company’s President and Chief Executive Officer. The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019; however, the term of the Nathanielsz Employment Agreement automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent not to renew. The Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below). The Nathanielsz Employment Agreement provides Mr. Nathanielsz with a base salary of $25,000 AUD per month ($300,000 AUD annually or $205,680 USD) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5% of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion. Pursuant to the Nathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On March 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $300,000 AUD ($205,680 USD) to $400,000 AUD ($274,240 USD), effective February 2018. On August 1, 2022, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022.

 

Mr. Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015. Effective February 1, 2018, Mrs. Nathanielsz receives an annual salary of $120,000 AUD ($80,904 USD) and is entitled to customary benefits.

 

Pursuant to a February 25, 2016 board resolution, James Nathanielsz was paid $4,481 AUD ($3,205 USD), on a monthly basis for the purpose of acquiring and maintaining an automobile which car allowance expired in August 2022. For the fiscal years ended June 30, 2024 and 2023, $17,714 USD and $3,344 USD, respectively, was paid to Mr. Nathanielsz for use of a vehicle. For the three months ended September 30, 2024, 3,557 AUD ($2,372 USD) was paid to Mr. Nathanielsz for use of a vehicle.

 

On August 12, 2021, the Board approved a bonus of $177,840 USD. A total of $221,890 AUD ($166,418 USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $422,610 AUD ($316,957 USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet. On August 12, 2021, pursuant to the Cancellation Agreement, Mr. Nathanielsz agreed to cancel $177,840 of the bonus payable in exchange for 5,928,000 shares of the Company’s Common Stock. On August 1, 2022, the Board approved a bonus of $140,000 AUD or $96,810 USD. A total of $73,387 AUD ($48,905 USD) in payments were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $107,937 AUD ($71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated balance sheet. A total of $25,000 AUD ($16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024. In January 2024, the Board approved a bonus of $150,000 AUD or $102,195 USD resulting in a remaining balance of $217,540 AUD ($145,599 USD) bonus payable as of September 30, 2024 and June 30, 2024 for both periods which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

 

Amended and Restated Employment Agreement

 

On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Nathanielsz for a term of three years, subject to automatic one-year renewals, at an annual salary of $400,000 AUD ($309,313 USD). Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase 0.04 shares of common stock (the “Nathanielsz Options”), with an exercise price per share of $4,675,000 (110% of the closing market price of the common stock on May 14, 2019 (or $4,250,000), the date of approval of such grant by the Board), (ii) 0.04 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 0.04 restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date. The Nathanielsz Options have a term of 10 years from the date of grant. The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods pursuant to the Employment Agreement. There are 0.04 vested options and 0.04 restricted stock units that are considered issuable as of September 30, 2024 and June 30, 2024.

 

F-23
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

On October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr. Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”). The Amended Agreement provides Mr. Nathanielsz with a base salary of $600,000 AUD ($414,900 USD) per annum. The Company has also agreed to pay Mr. Nathanielsz an annual discretionary bonus in an amount up to 100% of his annual base salary, reduced from 200%, which bonus shall be determined by the Board and based upon the performance of the Company. The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either party elects not to renew.

 

Amended and Restated Employment Agreement

 

On May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year renewals, at an annual salary of $54,000 AUD ($41,580 USD). In connection with the execution of the Services Agreement, Dr. Kenyon was designated as an executive officer of the Company and assumed a more active executive role with the Company. Pursuant to the Services Agreement, Dr. Kenyon was granted options to purchase 0.02 shares of common stock (the “Kenyon Options”), with an exercise price per share of $4,250,000 (100% of the closing market price of the common stock on May 14, 2019, the date of approval of such grant by the Board), (ii) 0.02 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.02 restricted stock units of the Company (the “Additional Kenyon RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan. The Kenyon Options have a term of 10 years from the date of grant. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement. There are 0.02 vested options and 0.02 vested restricted stock unit that are considered issuable as of September 30, 2024 and June 30, 2024.

 

As of September 30, 2024 and June 30, 2024, total accrued salaries of $161,500 AUD ($112,016 USD) and $148,000 AUD ($97,044 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets.

 

Intercompany Loans

 

All intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of September 30, 2024. Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated balance sheet as accumulated other comprehensive income.

 

NOTE 10 – CONCENTRATIONS AND RISKS

 

Concentration of Credit Risk

 

The Company maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company has not experienced any losses in such accounts through September 30, 2024.

 

The Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions of $6,000 for original issue discounts and debt issue costs during the three months ended September 30, 2024 from each of the three lenders of $60,000, $57,639, and $98,060, respectively which represents approximately 28%, 27% and 45%, respectively of total proceeds received by the Company during the three months ended September 30, 2024.

 

The Company primarily relied on funding from four convertible and non-convertible debt lenders and received net proceeds after deductions of $34,500 for original issue discounts and debt issue costs during the three months ended September 30, 2023 from each of the four lenders of $150,000, $70,000, $120,000 and $153,256, respectively which represents approximately 30%, 14%, 24% and 32%, respectively of total proceeds received by the Company during the three months ended September 30, 2023.

 

Receivable Concentration

 

As of September 30, 2024 and June 30, 2024, the Company’s receivables were 100% related to reimbursements on GST taxes paid.

 

Patent and Patent Concentration

 

The Company has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Republic of Korea, India and Brazil. In Canada and Mexico, the patent applications have been accepted as of fiscal year 2023.

 

In 2016 and early 2017, the Company filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018. A third PCT application entered the national phase in October 2018.

 

F-24
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are  84 granted, allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering the lead product candidate PRP.

 

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

 

Foreign Operations

 

As of September 30, 2024 and June 30, 2024, the Company’s operations are based in Camberwell, Australia; however, the majority of research and development is being conducted in the European Union.

 

On July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024 and June 30, 2024, there has been no activity within this entity.

 

NOTE 11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

 

Derivative Financial Instruments:

 

The Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity, under which convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in operations on the issuance date. The Company had $145,700 (4 notes) and $110,500 (3 notes) of convertible debt, which were treated as derivative instruments outstanding at September 30, 2024 and June 30, 2024, respectively.

 

The Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing price of the Company’s common stock at September 30, 2024, the last trading day of the period ended September 30, 2024, was $0.0003. The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at September 30, 2024 are indicated in the table that follows. The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates for treasury securities with the same term.

 

Convertible Debt

 

  

Initial Valuations
(on new derivative
instruments entered

into during the three
months ended
September 30, 2024)

   September 30, 2024 
Volatility   290-316%    282%
Expected Remaining Term (in years)   0.50    0.01 - 0.47  
Risk Free Interest Rate   4.43-4.88%    4.65-5.53 %
Expected dividend yield   None    None 

 

Fair Value Measurements:

 

The Company measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2024 and June 30, 2024:

 

   Balance at
September 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $134,234   $   $   $134,234 
Total  $134,234   $   $   $134,234 

 

F-25
 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

   Balance at
June 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $133,886   $   $   $133,886 
Total  $133,886   $   $   $133,886 

 

The following is a roll forward for the three months ended September 30, 2024 of the fair value liability of price adjustable derivative instruments:

 

   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   60,000 
Initial fair value of embedded conversion option derivative liability recorded as derivative expense   27,182 
Reduction of derivative liability upon debt conversion   (34,047)
Change in fair value included in statements of operations   (52,787)
Balance at September 30, 2024  $134,234 

 

NOTE 12 – SUBSEQUENT EVENTS

 

Shares issued for conversion of convertible debt

 

In October 2024, the Company issued an aggregate of 101,877,166 shares of its common stock at a contractual conversion price of $0.0001, as a result of the conversion of principal of $10,300, interest of $828 and conversion fees of $1,097 underlying certain outstanding convertible notes converted during such period.

 

F-26
 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Special Note Regarding Forward-Looking Information

 

The following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2024 and for the three months ended September 30, 2024 and 2023 should be read in conjunction with our unaudited financial statements and the notes to those unaudited financial statements that are included elsewhere in this Quarterly Report on Form 10-Q for the period ended September 30, 2024 (this “Quarterly Report”). References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Propanc. This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The events described in forward-looking statements contained in this Quarterly Report may not occur. Generally, these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects of our operating results. The words “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “feel”, “forecast”, “intend”, “may,”, “outlook”, “plan”, “potential”, “predict”, “project,”, “seek”, “should”, “will”, “would” and their opposites and similar expressions, are intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

 

Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Except as required by federal securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

 

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

 

Overview

 

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

 

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

 

Recent Developments

 

On August 7, 2024, we received written consent in lieu of a meeting by the holders of a majority of the voting power of our outstanding capital stock as of August 7, 2024 and our Board of Directors approving such actions as are necessary for us to proceed to, and accordingly intends to, effectuate and execute a reverse stock split of our issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split will be made to our outstanding stock options, warrants and equity incentive  plans. We are awaiting the approval of Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split.

 

On August 14, 2024, allowance for the Company’s “proenzyme composition” patent was received from the Canadian Intellectual Property Office (CIPO). The patent broadly captures both high dose and high ratio claims for future clinical doses of the company’s lead asset, PRP. This is the second Canadian patent either allowed or granted in this important North American jurisdiction. The proenzymes composition patent is an important part of the IP portfolio covering possible future clinical dosage ranges for PRP, as the Company advances to a Phase 1, First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors.

 

On August 21, 2024, we reported that two scientific, peer reviewed journal articles published by the Company and its research partners reached 10 citations and 4,500 reads, respectively. Published data from the Company’s joint research and development program were generated in conjunction with the Universities of Jaén and Granada, Biosanitary Research Institute of Granada, and University Hospital, Spain.

 

On October 30, 2024, we filed an S-1 registration statement with the Securities and Exchange Commission for an underwritten offering that reflects the proposed reverse split of the outstanding Common Stock and treasury stock of the Company at an assumed 1- for- 60,000 ratio, which is anticipated to occur prior to the closing of the offering. Our Common Stock is currently quoted on the OTC Pink Marketplace operated by the OTC Markets Group Inc. (“OTC”) under the symbol “PPCB.” In connection with this offering, we have applied to have our Common Stock listed on the Nasdaq Capital Market under the symbol “PPCB.”

 

Results of Operations

 

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

 

For the Three months ended September 30, 2024, as compared to the Three months ended September 30, 2023.

 

Revenue

 

For the three months ended September 30, 2024 and 2023, we generated no revenue because we are currently undertaking research and development activities for market approval and no sales were generated in this period.

 

Administration Expense

 

Administration expense decreased to $220,759 for the three months ended September 30, 2024 as compared to $393,828 for the three months ended September 30, 2023. This decrease of approximately $173,000 is primarily attributable to a decrease of approximately $144,000 in general consulting, legal and investor relation fees and decrease in accounting fees of approximately $6,000, decrease of approximately $40,000 in employee remuneration expense offset by increase in stock-based expenses of approximately $8,000, increase in marketing expenses of $8,000 and increase in other general and administrative expenses of approximately $1,000.

 

3
 

 

Occupancy Expense

 

Occupancy expenses increased to $8,317 for the three months ended September 30, 2024 as compared to $7,149 for the three months ended September 30, 2023. This increase of approximately $1,000 is primarily attributable to exchange rate movements over the period when compared to the same period in 2023.

 

Research and Development Expenses

 

Research and development expenses were increased to $61,714 for the three months ended September 30, 2024 as compared to $16,242 for the three months ended September 30, 2023, an increase in research and development expenses of approximately $45,000.

 

Such research and development expenses are related to the two-year collaboration agreement with University of Jaén, which was executed in October 2020 to provide certain research services to the Company ending on October 2022, relating to the investigation of a fully synthetic recombinant version of PRP. Additionally, on July 27, 2022, the Company entered into another two-year research agreement with the University of Jaén to provide certain research and experiment services to the Company relating to the investigation of the effects of pancreatic proenzymes against the tumor microenvironment. Additionally, we also allocate a portion of the management’s salary to research and development expenses.

 

Interest Expense

 

Interest expense decreased to $86,230 for the three months ended September 30, 2024, as compared to $178,234 for the three months ended September 30, 2023. Interest expense is primarily comprised of approximately $57,000 of debt discount amortization and interest expense from accrual of interest expense and other financing fees for a total of approximately $29,000 for the for the three months ended September 30, 2023.

 

This decrease in interest expense of $92,004 is primarily attributable to the decrease in amortization of debt discount of approximately $12,000 and decrease of approximately $89,000 in accretion of put premium.

 

Derivative Expense

 

Derivative expense decreased to $27,182 for the three months ended September 30, 2024 as compared to $77,721 for the three months ended September 30, 2023. This decrease is primarily attributable to the decrease in issuance of convertible notes to GS Capital which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense.

 

Change in Fair Value of Derivative Liabilities

 

Change in fair value of derivative liabilities were decreased to a gain of $52,787 for the three months ended September 30, 2024 as compared to a gain of $303,929 for the three months ended September 30, 2023. This decrease in gain of approximately $251,000 is primarily attributable to a decrease in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the decrease in stock prices during the three months ended September 30, 2024.

 

Gain (Loss) on Extinguishment of Debt, net

 

During the three months ended September 30, 2024, notes with principal amounts totaling $30,800, accrued interest of $2,212 and conversion fees of $798 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

 

During the three months ended September 30, 2023, notes with principal amounts totaling $70,800, accrued interest of $5,184 and conversion fees of $1,437 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $191,043, resulting in a loss on extinguishment at the time of conversion of $113,622 and $147,932 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $34,310 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

 

Foreign Currency Transaction Gain (Loss)

 

Foreign currency transaction gain (loss) decreased to a loss of $8,423 for the three months ended September 30, 2024 as compared to a loss of ($15,948) for the three months ended September 30, 2023. This decrease of approximately $24,000 is partially attributable to the increase in exchange rates during the three months ended September 30, 2024.

 

Net loss

 

Net loss decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss of $350,866 for the three months ended September 30, 2023. The change relates to the factors discussed above.

 

Deemed dividend

 

The Company recognized the value of the effect of a down round feature related to our Series A warrants when triggered. Upon the occurrence of the triggering event that resulted in a reduction of the strike price, the Company measured the value of the effect of the feature as the difference between the fair value of the warrants without the down round feature or before the strike price reduction and the fair value of the warrants with a strike price corresponding to the reduced strike price upon the down round feature being triggered. Accordingly, the Company recognized deemed dividend of $0 and $142,575 during the three months ended September 30, 2024 and 2023, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the three months ended September 30, 2024 and 2023, respectively.

 

4
 

 

Net loss available to common stockholders

 

Net loss available to common stockholders decreased to $354,310 for the three months ended September 30, 2024 as compared to a net loss available to common stockholders of $493,441 for the three months ended September 30, 2023. This decrease of approximately $139,000 is primarily attributable to the change relates to the factors discussed above.

 

Liquidity and Capital Resources

 

Current Financial Condition

 

As of September 30, 2024, we had total assets of $63,644, comprised primarily of cash of $9,268, GST tax receivable of $3,309, prepaid expenses and other current assets of $8,957, security deposit of $2,081, and operating lease ROU asset, net of $12,912. As compared to June 30, 2024, we had total assets of $72,365, comprised primarily of cash of $21,085, GST tax receivable of $2,950, prepaid expenses and other current assets of $1,406, deferred offering cost of $27,117, security deposit of $2,008, and operating lease ROU asset, net of $17,799.

 

We had current liabilities of $4,101,244, primarily comprised of net convertible debt of $381,789, accounts payable and accrued expenses of $2,113,788, employee benefit liability of $677,902, loans payable of $145,091, loans payable-related parties of $227,328, note payable, net of $213,109 and embedded conversion option liabilities of $134,234 as of September 30, 2024. As compared to June 30, 2024, we had current liabilities of $3,792,782, primarily comprised of net convertible debt of $399,325, accounts payable and accrued expenses of $2,100,137, employee benefit liability of $639,371, loans payable of $145,091, loans payable – related party of $71,629, note payable, net of $204,694 and embedded conversion option liabilities of $133,886 as of June 30, 2024.

 

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

 

During the three months ended September 30, 2024 we received proceeds from issuance of note of $60,000 and proceeds from issuance of loan payable from related parties of $155,699.

 

We have substantial capital resource requirements and have incurred significant losses since inception. As of September 30, 2024, we had $9,268 in cash. We depend upon debt and/or equity financing to fund our ongoing operations and to execute our current business plan. Such capital requirements are in excess of what we have in available cash and for which we currently have commitments. Therefore, we presently do not have enough available cash to meet our obligations over the next 12 months. If continued funding and capital resources are unavailable at reasonable terms, we may curtail our plan of operations. We will be required to obtain alternative or additional financing from financial institutions, investors or otherwise, in order to maintain and expand our existing operations. The failure by us to obtain such financing would have a material adverse effect upon our business, financial condition and results of operations, and adversely affecting our ability to complete ongoing activities in connection with our research and development programs.

 

Sources and Uses of Cash

 

  

For the Three months ended

September 30,

 
   2024   2023 
Net cash used in operating activities  $(235,515)  $(333,457)
Net cash provided by financing activities  $215,699   $350,347 
Effect of exchange rate changes on cash  $7,999   $(20,312)

 

Net Cash Flow from Operating Activities

 

Net cash used in operating activities was $235,515 for the three months ended September 30, 2024, due to our net loss of $354,310 offset primarily by non-cash charges of amortization of debt discount of $56,983, non-cash interest expense of $2,548, derivative expense of $27,182, foreign currency transaction gain of $8,423, addback change in fair value of derivatives of $52,787 and loss from extinguishment of debt of $11,319. Net changes in operating assets and liabilities totaled $68,939, which is primarily attributable to increase accrued interest of $24,093 and increase in accrued expenses and other payables of $54,457.

 

Net cash used in operating activities was $333,457 for the three months ended September 30, 2023, due to our net loss of $350,866 offset primarily by non-cash charges of amortization of debt discount of $69,457, non-cash interest expense of $1,437, accretion of put premium of $88,846, derivative expense of $77,721, foreign currency transaction loss of $15,948, addback change in fair value of derivatives of $303,929 and gain from extinguishment of debt of $34,310. Net changes in operating assets and liabilities totaled $96,977, which is primarily attributable to increase in prepaid expense of $14,468, increase in refundable advance deposit of $116,169, increase accrued interest of $15,712, increase in accounts payable of $148,834, and increase in accrued expenses and other payables of $55,693.

 

5
 

 

Net Cash Flow from Financing Activities

 

Net cash provided by financing activities for the three months ended September 30, 2024 was $215,699. During the three months ended September 30, 2024 we received net proceeds from issuance of convertible notes of $60,000 and proceeds from issuance of loan from related parties of $155,699.

 

Net cash provided by financing activities for the three months ended September 30, 2023 was $350,347. During the three months ended September 30, 2023 we received net proceeds from issuance of convertible notes of $220,000, proceed from issuance of note of $120,000, proceeds from issuance of loan from a related party of $153,256 offset by repayment of convertible note of $142,909.

 

Effect of Exchange Rate

 

The effect of the exchange rate on cash resulted in a $7,999 positive adjustment to cash flows in the three months ended September 30, 2024 as compared to a $20,312 negative adjustment to cash flows in the three months ended September 30, 2023. The reason for the fluctuation is due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period and the daily fluctuation in exchange rates.

 

Critical Accounting Estimates

 

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

 

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

 

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

 

Recent Accounting Pronouncements

 

Please see section captioned “Recent Accounting Pronouncements” in Note 1 to our unaudited condensed consolidated financial statements included in this Quarterly Report for a discussion of recently issued and adopted accounting pronouncements.

 

Going Concern Qualification

 

We did not generate any revenue for the three months ended September 30, 2024 and 2023 and have incurred significant losses and cash used in operations, and such losses and use of cash are expected to continue. Our independent registered public accounting firm has included a “Going Concern Qualification” in their audit report for each of the fiscal years ended June 30, 2024 and 2023. In addition, we have negative working capital and convertible debt that is past maturity that we are currently negotiating with lenders in order to amend the maturity dates. The foregoing raises substantial doubt about our ability to continue as a going concern for a period of 12 months from the issue date of this report. Our ability to continue as a going concern is dependent on our ability to execute our strategy and on our ability to raise additional funds and/or to consummate a public offering. Management is currently seeking additional funds, primarily through the issuance of equity and/or debt securities for cash to operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity and/or convertible debt financing. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The “Going Concern Qualification” might make it substantially more difficult to raise capital.

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to reasonably ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

6
 

 

At the end of the period covered by this Quarterly Report, we conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis due to the material weaknesses in financial reporting as discussed below.

 

Material Weaknesses and Corrective Actions

 

The framework used by management in making that assessment was the criteria set forth in the document entitled “2013 Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, (“COSO”). In connection with the audits of our financial statements for the fiscal years ended June 30, 2024 and 2023, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

 

The following material weaknesses in our internal control over financial reporting continued to exist at September 30, 2024:

 

  we do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
     
  we do not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our limited size and early-stage nature of operations, segregation of all conflicting duties may not always be possible and may not be economically feasible; however, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals;
     
  lack of audit committee of our board of directors; and
     
  insufficient monitoring and review controls over the financial reporting closing process, including the lack of individuals with current knowledge of U.S. GAAP.

 

We outsource certain of the functions that would normally be performed by a principal financial officer to assist us in implementing the necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

 

We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

 

We plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional capital. If we receive sufficient capital, we hope to increase the chief financial officer’s role from part-time to full-time as the next step in building out our accounting department. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our Common Stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

 

Limitations on Effectiveness of Controls and Procedures

 

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Changes in Internal Controls over Financial Reporting

 

There were no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

7
 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

 

Item 1A. Risk Factors.

 

We are not required to provide this information as we are a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

From July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual conversion price of $0.0002 as a result of the conversion of principal of $44,925, interest of $7,053 and conversion fees $2,548 underlying certain outstanding convertible notes converted during such period.

 

On August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August 12, 2024 to October 12, 2024 for a total fee of $7,500 for each consultant. In August 2024, the Company issued an aggregate of 15,000,000 shares of common stock to the consultants related to this consulting agreement.

 

Except as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve any public offering. All certificates evidencing the shares sold bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes.

 

Item 3. Defaults Upon Senior Securities.

 

As of September 30, 2024, we were in default under certain loan issued to certain noteholder on October 3, 2019 for failure to pay an aggregate of $65,280 and $48,009 of principal and accrued interest, respectively, as of September 30, 2024, subsequent to their maturity date. Additionally, outstanding convertible notes for total principal amount of $83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently as of September 30, 2024. We are currently in discussions with such noteholder to extend such maturity date. See “Note 5 and 6” to our unaudited condensed consolidated financial statements in Part I of this Quarterly Report for additional information.

 

Item 4. Mine Safety Disclosures.

 

Not Applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item which has not been previously disclosed.

 

Item 6. Exhibits.

 

Exhibit

Number

  Description
     
31.1*   Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*   Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS   XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
s101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*   Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, is formatted in Inline XBRL.

 

* Filed herewith.

 

8
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  PROPANC BIOPHARMA, INC.
     
Dated: November 14, 2024 By: /s/ James Nathanielsz
  Name: James Nathanielsz
  Title:

Chief Executive Officer and Chief Financial Officer

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

 

9

 

 

EXHIBIT 31.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14a or 15d-14(a) under the Securities Exchange Act of 1934, as amended, and adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

I, James Nathanielsz, certify that:

 

1. I have reviewed this Form 10-Q of Propanc Biopharma, Inc. for the period ended September 30, 2024;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this quarterly report is being prepared;
     
  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
     
  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
     
  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

 

5. I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

 

  a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
     
  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Date: November 14, 2024

 

By: /s/ James Nathanielsz  
  James Nathanielsz  
  Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)
 

 

 

 

 

EXHIBIT 32.1

 

Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

In connection with the Quarterly Report on Form 10-Q of Propanc Biopharma, Inc. (the “Company”) for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Nathanielsz, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

  1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
     
  2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 14, 2024 /s/ James Nathanielsz
  James Nathanielsz
  Chief Executive Officer and
Chief Financial Officer
(Principal Executive Officer and
Principal Financial Officer)

 

 

 

v3.24.3
Cover - $ / shares
3 Months Ended
Sep. 30, 2024
Nov. 14, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q1  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --06-30  
Entity File Number 000-54878  
Entity Registrant Name PROPANC BIOPHARMA, INC.  
Entity Central Index Key 0001517681  
Entity Tax Identification Number 33-0662986  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 302  
Entity Address, Address Line Two 6 Butler Street  
Entity Address, City or Town Camberwell  
Entity Address, Country AU  
Entity Address, Postal Zip Code 3124  
City Area Code +61-03  
Local Phone Number 9882-0780  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   789,899,183
Entity Listing, Par Value Per Share $ 0.001  
v3.24.3
Condensed Consolidated Balance Sheets
Sep. 30, 2024
USD ($)
Jun. 30, 2024
USD ($)
CURRENT ASSETS:    
Cash $ 9,268 $ 21,085
GST tax receivable 3,309 2,950
Prepaid expenses and other current assets 8,957 1,406
TOTAL CURRENT ASSETS 21,534 25,441
Deferred offering costs 27,117 27,117
Security deposit - related party 2,081 2,008
TOTAL ASSETS 63,644 72,365
CURRENT LIABILITIES:    
Accounts payable 1,238,589 1,213,335
Accrued expenses and other payables 875,199 792,190
Accrued interest 111,652 94,612
Notes payable, net of discount 213,109 204,694
Convertible notes, net of discounts and including put premiums 381,789 399,325
Embedded conversion option liabilities 134,234 133,886
Employee benefit liability 677,902 639,371
TOTAL CURRENT LIABILITIES 4,101,244 3,792,782
NON-CURRENT LIABILITIES:    
TOTAL NON-CURRENT LIABILITIES 70,485 58,642
TOTAL LIABILITIES 4,171,729 3,851,424
Commitments and Contingencies (See Note 8)
STOCKHOLDERS’ DEFICIT:    
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 688,022,017 and 478,802,488 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively 688,022 478,802
Additional paid-in capital 61,132,262 61,217,255
Accumulated other comprehensive income 1,170,638 1,269,581
Accumulated deficit (67,052,530) (66,698,220)
Treasury stock ($0.001 share) (46,477) (46,477)
TOTAL STOCKHOLDERS’ DEFICIT (4,108,085) (3,779,059)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT 63,644 72,365
Series B Preferred Stock [Member]    
STOCKHOLDERS’ DEFICIT:    
Preferred stock, value
Related Party [Member]    
CURRENT ASSETS:    
Operating lease right-of-use assets, net - related party 12,912 17,799
CURRENT LIABILITIES:    
Loan from former director - related party 227,328 71,629
Operating lease liability - related party, current portion 14,185 19,362
NON-CURRENT LIABILITIES:    
Loan payable - long-term - related party, net of discount 70,485 58,642
Nonrelated Party [Member]    
CURRENT LIABILITIES:    
Loan from former director - related party 145,091 145,091
Former Director [Member]    
CURRENT LIABILITIES:    
Loan from former director - related party 51,326 49,528
Due to former director - related party $ 30,840 $ 29,759
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2024
Jun. 30, 2024
Preferred stock, shares authorized 1,500,005 1,500,005
Preferred stock, par value $ 0.01 $ 0.01
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 10,000,000,000 10,000,000,000
Common stock, shares issued 688,022,017 478,802,488
Common stock, shares outstanding 688,022,017 478,802,488
Treasury stock price per share $ 0.001 $ 0.001
Series B Preferred Stock [Member]    
Preferred stock, shares authorized 5 5
Preferred stock, par value $ 0.01 $ 0.01
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
REVENUE    
Revenue
OPERATING EXPENSES    
Administration expenses 220,759 393,828
Occupancy expenses - related party 8,317 7,149
Research and development 61,714 16,242
TOTAL OPERATING EXPENSES 290,790 417,219
LOSS FROM OPERATIONS (290,790) (417,219)
OTHER INCOME (EXPENSE)    
Interest expense (86,230) (178,234)
Interest income 1 17
Derivative expense (27,182) (77,721)
Change in fair value of derivative liabilities 52,787 303,929
Gain (loss) on extinguishment of debt, net (11,319) 34,310
Foreign currency transaction gain (loss) 8,423 (15,948)
TOTAL OTHER INCOME (EXPENSE), NET (63,520) 66,353
LOSS BEFORE TAXES (354,310) (350,866)
Tax benefit
NET LOSS (354,310) (350,866)
Deemed Dividend (142,575)
NET LOSS AVAILABLE TO COMMON STOCKHOLDERS $ (354,310) $ (493,441)
BASIC NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS $ (0.00) $ (0.04)
DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS $ (0.00) $ (0.04)
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 590,937,498 10,989,681
DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING 590,937,498 10,989,681
OTHER COMPREHENSIVE INCOME (LOSS)    
Unrealized foreign currency translation gain (loss) $ (98,943) $ 73,674
TOTAL OTHER COMPREHENSIVE INCOME (LOSS) (98,943) 73,674
TOTAL COMPREHENSIVE LOSS $ (453,253) $ (419,767)
v3.24.3
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)
Preferred Stock [Member]
Series A Preferred Stock [Member]
Preferred Stock [Member]
Series B Preferred Stock [Member]
Common Stock [Member]
Common Stock Issuable [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
AOCI Attributable to Parent [Member]
Treasury Stock, Common [Member]
Total
Balance at Jun. 30, 2023 $ 6,031 $ 1,621 $ 60,311,502 $ (64,684,732) $ 1,294,876 $ (46,477) $ (3,117,179)
Balance, shares at Jun. 30, 2023 1 6,031,250 1,621,653          
Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest $ 4,899 $ 626 223,665 229,190
Issuance of common stock for conversion of convertible debt and accrued interest, shares     4,898,307 626,229          
Issuance of common stock for alternate cashless exercise of warrants $ 2,282 (2,282)
Issuance of common stock for alternate cashless exercise of warrants, shares     2,282,000            
Issuance of common stock for issuable shares $ 1,621 $ (1,621)
Issuance of common stock for issuable shares, shares     1,621,653 (1,621,653)          
Reclassification of put premium upon debt conversion 34,838 34,838
Relative fair value of warrant granted in connection with a loan payable - related party 141,084 141,084
Foreign currency translation gain (loss) 73,674 73,674
Deemed dividend upon alternate cashless exercise of warrants 142,575 (142,575)
Net loss (350,866) (350,866)
Balance at Sep. 30, 2023 $ 14,833 $ 626 60,851,382 (65,178,173) 1,368,550 (46,477) (2,989,259)
Balance, shares at Sep. 30, 2023 1 14,833,210 626,229          
Balance at Jun. 30, 2024 $ 478,802 61,217,255 (66,698,220) 1,269,581 (46,477) (3,779,059)
Balance, shares at Jun. 30, 2024 1 478,802,488          
Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest $ 194,220 (94,329) 99,891
Issuance of common stock for conversion of convertible debt and accrued interest, shares     194,219,529            
Reclassification of put premium upon debt conversion 9,336 9,336
Foreign currency translation gain (loss) (98,943) (98,943)
Net loss (354,310) (354,310)
Issuance of common stock for services $ 15,000 15,000
Issuance of common stock for services, shares     15,000,000            
Balance at Sep. 30, 2024 $ 688,022 $ 61,132,262 $ (67,052,530) $ 1,170,638 $ (46,477) $ (4,108,085)
Balance, shares at Sep. 30, 2024 1 688,022,017          
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net loss $ (354,310) $ (350,866)  
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:      
Issuance of common stock for services 7,500  
Foreign currency transaction loss (gain) (8,423) 15,948  
Depreciation expense 134  
Amortization of debt discounts 56,983 69,457  
Amortization of right-of-use assets 5,534 5,128  
Change in fair value of derivative liabilities (52,787) (303,929)  
Derivative expense 27,182 77,721  
Loss (gain) on extinguishment of debt, net 11,319 (34,310)  
Non-cash interest expense 2,548 1,437  
Accretion of put premium 88,846  
Changes in Assets and Liabilities:      
GST receivable (251) 132  
Prepaid expenses and other assets (14,468)  
Refundable advance deposit (116,169)  
Accounts payable (18,797) 148,834  
Employee benefit liability 15,317 12,275  
Accrued expenses and other payables 54,457 55,693  
Accrued interest 24,093 15,712  
Operating lease liability (5,880) (5,032)  
NET CASH USED IN OPERATING ACTIVITIES (235,515) (333,457)  
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from convertible promissory notes, net of original issue discounts and issue costs 60,000 220,000  
Repayment of convertible note (142,909)  
Proceeds from note payable 120,000  
Proceeds from loans payable - related parties 155,699 153,256  
NET CASH PROVIDED BY FINANCING ACTIVITIES 215,699 350,347  
Effect of exchange rate changes on cash 7,999 (20,312)  
NET DECREASE IN CASH (11,817) (3,422)  
CASH AT BEGINNING OF PERIOD 21,085 10,047 $ 10,047
CASH AT END OF PERIOD 9,268 6,625 $ 21,085
Supplemental Disclosure of Cash Flow Information      
Interest 2,606 2,713  
Income Tax  
Supplemental Disclosure of Non-Cash Investing and Financing Activities      
Reduction of put premium related to conversions of convertible notes 9,336 34,838  
Conversion of convertible notes and accrued interest to common stock 51,978 114,131  
Debt discounts related to derivative liability 60,000 70,000  
Relative fair value of warrant granted in connection with a loan payable - related party 141,084  
Deemed dividend upon alternate cashless exercise of warrants 142,575  
Issuance of common stock for prepaid service $ 7,500  
v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

 

Nature of Operations

 

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

 

The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary of the Company.

 

On July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024, there has been no activity within this entity.

 

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

 

In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 84 granted, allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid  tumors, covering the lead product candidate PRP.

 

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

 

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

 

Basis of Presentation

 

The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2024 and 2023 and cash flows for the three months ended September 30, 2024 and 2023 and our consolidated financial position at September 30, 2024 have been made. The Company’s results of operations for the three months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2025.

 

Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2024. The June 30, 2024 balance sheet is derived from those statements.

 

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive wholly-owned subsidiary through September 30, 2024 and still remains inactive.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Foreign Currency Translation and Other Comprehensive Income (Loss)

 

The Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date.

 

Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

 

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. Effective fiscal year 2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated other comprehensive income (loss). As of September 30, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $677,000 and $669,000, respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of September 30, 2024, which is included as a component of accumulated other comprehensive income on the accompanying condensed consolidated balance sheets.

 

As of September 30, 2024 and June 30, 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

 

   September 30, 2024   June 30, 2024 
Exchange rate on balance sheet dates          
USD : AUD exchange rate   0.6936    0.6693 
Average exchange rate for the period          
USD : AUD exchange rate   0.6668    0.6557 

 

The change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows:

 

   Foreign
Currency Items:
 
Balance, June 30, 2024  $1,269,581 
Unrealized foreign currency translation loss   (98,943)
Ending balance, September 30, 2024  $1,170,638 

 

Fair Value of Financial Instruments and Fair Value Measurements

 

The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same.

 

The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

 

The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

Also see Note 11 - Derivative Financial Instruments and Fair Value Measurements.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of September 30, 2024 or June 30, 2024.

 

Refundable Advance Deposit

 

In August 2023, the Company paid a refundable advance deposit of $120,958 which consisted primarily of a deposit paid to a potential lender to be used as payment for a loan insurance premium related to a future loan transaction with the Company. In the event, the future loan transaction does not close, the potential lender shall return the refundable advance deposit. During fiscal year 2024, the Company recorded an allowance for the recoverability of this refundable advance deposit of $120,958.

 

Deferred Offering Costs

 

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through the balance sheet date that are directly related to the Company’s proposed public offering. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of September 30, 2024 and June 30, 2024, the Company had recorded $27,117 in deferred offering costs for both periods.

 

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method. The depreciable amount is the cost less its residual value.

 

The estimated useful lives are as follows:

 

Machinery and equipment - 5 years
Furniture - 7 years

 

Patents

 

Patents are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2024 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

 

Impairment of Long-Lived Assets

 

In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

 

Employee Benefit/Liability

 

Liabilities arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve months.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Australian Goods and Services Tax (“GST”)

 

Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

 

Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

 

As of September 30, 2024 and June 30, 2024, the Company was owed $3,309 and $2,950, respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates.

 

Derivative Instruments

 

ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment.

 

Convertible Notes With Variable Conversion Options

 

The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share (“common stock”) at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as interest expense.

 

Income Taxes

 

The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “Accounting for Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The Company follows ASC 740, Sections 25 through 60, “Accounting for Uncertainty in Income Taxes.” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods.

 

Research and Development Costs and Tax Credits

 

In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. Total research and development costs for the three months ended September 30, 2024 and 2023 were $61,714 and $16,242, respectively.

 

The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt.

 

Stock Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

 

The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption.

 

Revenue Recognition

 

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs and the royalty term has begun.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Legal Expenses

 

All legal costs for litigation are charged to expense as incurred.

 

Leases

 

The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses.

 

Basic and Diluted Net Loss Per Common Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

 

   September 30, 2024   September 30, 2023 
   (Unaudited)   (Unaudited) 
Stock Options   0.06    0.06 
Stock Warrants with no designations   15,003,306    15,003,306 
Series A Warrants as if converted at alternate cashless exercise price   1,990,353,990    1,994,343,990 
Series B Warrants   16    16 
Series C Warrants as if converted at alternate cashless exercise price *   9,175,999,954    9,175,999,954 
Unvested restricted stock   0.06    0.06 
Convertible Debt   1,823,504,274    210,849,945 
Total   13,004,861,540.12    11,396,197,211.12 

 

*Only convertible ratably upon exercise of Series B Warrants

 

Recent Accounting Pronouncements

 

We have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

v3.24.3
GOING CONCERN
3 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
GOING CONCERN

NOTE 2 – GOING CONCERN

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with US GAAP, which contemplate continuation of the Company as a going concern. For the three months ended September 30, 2024, the Company had no revenues, had a net loss of $354,310, and had net cash used in operations of $235,515. Additionally, As of September 30, 2024, the Company had a working capital deficit, stockholders’ deficit and accumulated deficit of $4,079,710, $4,108,085, and $67,052,530, respectively. It is management’s opinion that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of at least twelve months from the issue date of this Quarterly Report.

 

The unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of this uncertainty.

 

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

 

v3.24.3
PROPERTY AND EQUIPMENT
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 3 – PROPERTY AND EQUIPMENT

 

Property and equipment consist of the following As of September 30, 2024 and June 30, 2024.

 

   September 30, 2024   June 30, 2024 
   (Unaudited)     
Office equipment at cost  $26,471   $25,543 
Less: Accumulated depreciation   (26,471)   (25,543)
           
Total property, plant, and equipment  $-   $- 

 

Depreciation expense for the three months ended September 30, 2024 and 2023 were $0 and $134, respectively.

 

v3.24.3
DUE TO FORMER DIRECTOR - RELATED PARTY
3 Months Ended
Sep. 30, 2024
Due To Former Director - Related Party  
DUE TO FORMER DIRECTOR - RELATED PARTY

NOTE 4 – DUE TO FORMER DIRECTOR - RELATED PARTY

 

Due to former director – related party represents unsecured advances made primarily by a former director for operating expenses on behalf of the Company, such as intellectual property and formation expenses. The expenses were paid for on behalf of the Company and are due upon demand. The Company is currently not being charged interest under these advances. The total amount owed the former director at September 30, 2024 and June 30, 2024 were $30,840 and $29,759, respectively. The Company plans to repay the advances as its cash resources allow (see Note 9).

 

v3.24.3
LOANS
3 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
LOANS

NOTE 5 – LOANS

 

Loan from Former Director - Related Party

 

Loan from the Company’s former director at September 30, 2024 and June 30, 2024 were $51,326 and $49,528, respectively. The loan bears no interest and is payable on demand. The Company did not repay any amount on this loan during the three months ended September 30, 2024 and 2023, respectively (see Note 9).

 

Loans payable - Related Parties

 

Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($57,639 USD). These loans bear no interest and are payable on demand.

 

Effective August 1, 2024, the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company used the net proceeds for general working capital purposes. The maturity date of the Loan is November 1, 2024, or sooner at the discretion of the Company, and the Loan bears an interest rate of 12% per annum and default interest rate of 18% per annum. The Company has the right to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding trading days. As of the date of filing this report, such Loan is past due and currently in default.

 

The loans payable – related parties amounted to $227,328 and $71,629 as of September 30, 2024 and June 30, 2024, respectively.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Loan payable -long-term- Related Party

 

On July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026. The Company accounted for the 15,000,000 warrants issued with this loan payable as debt discount by using the relative fair value method. The total debt discount which is equivalent to the relative fair value of the warrants of $141,084 was based on a fair value determination using a Black-Scholes model with the following assumptions: stock price at valuation date of $0.119 based on the closing price of common stock at date of grant, exercise price of $0.01, dividend yield of zero, expected term of 3.00, a risk-free rate of 4.59%, and expected volatility of 268%. The debt discount shall be amortized over the term of this loan. A portion of the proceeds of such loan were used to repay an outstanding balance of approximately $143,000 due on a convertible note held by a third-party investor and which had been in default.

 

Accrued interest from this loan amounted to $15,158 as of June 30, 2024. Amortization of debt discount from this loan for fiscal year 2024 was $46,470. The total principal outstanding under this loan was $153,256 and remaining unamortized debt discount of $94,614 as of June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $58,642.

 

Accrued interest from this loan amounted to $19,020 as of September 30, 2024. Amortization of debt discount for the three months ended September 30, 2024 was $11,843. The total principal outstanding under this loan was $153,256 and remaining debt discount of $82,771 as of September 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as loan payable – long-term – related party, net of discount of $70,485.

 

Loan Payable

 

Crown Bridge Securities Purchase Agreement

 

Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC (“Crown Bridge”), pursuant to which Crown Bridge purchased a convertible promissory note from the Company (the “Crown Bridge Note”), which had a remaining principal balance of $65,280 as of June 30, 2024. The maturity date of the Crown Bridge Note was October 3, 2020 and is currently past due. The Crown Bridge Note bore interest at a default interest rate of 15% per annum. In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Crown Bridge Note. Consequently, during fiscal year 2023, the Company reclassified the remaining principal balance of $65,280 from a convertible note into a loan payable which is the principal balance at September 30, 2024 and June 30, 2024. Additionally, the Company recorded the remaining put premium of $43,520 into gain on extinguishment of debt during fiscal year 2023. The total accrued interest from this loan amounted to $48,009 and $45,541 as of September 30, 2024 and June 30, 2024, respectively.

 

Loans Payable - others

 

In June 2024, the Company entered into loan agreements with two investors who loaned the Company an aggregate of $120,000 AUD ($79,811 USD). The maturity dates of these loans are both in June 2025. These loans bear interest at a rate of 12% per annum. As of September 30, 2024 and June 30, 2024, the total balance of these loans amounted to $79,811 for both periods and accrued interest of $3,079 and $665, respectively.

 

The aggregate principal outstanding on the above loans was $145,091 as of September 30, 2024 and June 30, 2024.

 

Loan in default

 

The Crown Bridge Note is currently past due and in default, consisting of $65,280 principal and $48,009 accrued interest, which includes interest accruing at the default interest rate at 15%.

 

v3.24.3
NOTES PAYABLE AND CONVERTIBLE NOTES
3 Months Ended
Sep. 30, 2024
Notes Payable And Convertible Notes  
NOTES PAYABLE AND CONVERTIBLE NOTES

NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES

 

Promissory Note

 

On August 15, 2023, the Company issued to an institutional investor (the “August 2023 Lender”) a 10% original issue discount promissory note (the “Promissory Note”) in consideration for $120,000, which has a principal face amount of $132,000, matured on November 15, 2023 and accrued interest at a rate of 10% per annum, and was increased to 18% due to the event of a default. The Company had the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120% if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity date), unless the Company and the Lender agree to otherwise effect repayment. The Promissory Note contains certain customary events of default set forth in the Promissory Note, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Promissory Note. On May 7, 2024, the August 2023 Lender notified the Company that the 130% default repayment plus interest will be waived and shall extend the maturity of the Promissory Note to September 30, 2024. As of the date of filing this report, such Promissory Note is past due and currently in default.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Accrued interest from this note amounted to $18,863 and $15,536 as of September 30, 2024 and June 30, 2024, respectively. Amortization of debt discount from the promissory note for fiscal year 2024 was $12,000. The total principal outstanding under this note was $132,000 and remaining debt discount of $0 as of September 30, 2024 and June 30, 2024 as reflected in the accompanying condensed consolidated balance sheet as note payable of $132,000.

 

1800 Diagonal Lending Promissory Notes

 

On May 24, 2024, the Company entered into a 15% promissory note in the amount of $49,200 less original issue discount of $8,200 and legal and financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest is payable on or before March 30, 2025. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. Accrued, unpaid interest and outstanding principal, 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 (a total payback to the Holder of $56,580). The first payment of $7,072.50 shall be due on December 30, 2024 with 3 subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment.

 

On June 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 and financing costs of $6,000 for net proceeds of $35,000 with 1800 Diagonal Lending, LLC. The principal and accrued interest is payable on or before April 15, 2025. Any amount of principal or interest on this note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid. Accrued, unpaid interest and outstanding principal, 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 (a total payback to the Holder of $56,580). The first payment of $7,072.50 shall be due on January 15, 2025 with 3 subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment.

 

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

 

As of September 30, 2024 and June 30, 2024 the total balance of these 1800 Diagonal Lending promissory notes amounted to $98,400 for both periods and accrued interest of $4,913 and $1,193, respectively.

 

The total balance of the above three promissory notes, net of unamortized discount of $17,291 was $213,109 at September 30, 2024. The total balance of the above three promissory notes, net of unamortized discount of $25,706 was $204,694 at June 30, 2024.

 

Convertible Notes

 

The Company’s convertible notes outstanding at September 30, 2024 and June 30, 2024 were as follows:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Convertible notes and debenture  $334,625   $313,550 
Unamortized discounts   (68,129)   (38,854)
Premium, net   115,293    124,629 
Convertible notes, net  $381,789   $399,325 

 

ONE44 Capital Securities Purchase Agreements

 

August 15, 2022 Securities Purchase Agreement

 

On August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $110,000, such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary of the August 15, 2022 ONE44 Note. The transaction contemplated by such purchase agreement closed on August 16, 2022. The August 15, 2022 One44 Note contained an original issue discount amount of $10,000. Pursuant to the terms of such purchase agreement, the Company paid $5,500 for ONE44’s legal fees. The Company used the net proceeds from the August 15, 2022 ONE44 Note for general working capital purposes. The maturity date of the August 15, 2022 One44 Note was August 15, 2023. The August 15, 2022 ONE44 Note bore interest at a rate of 10% per annum, which was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of such note. The August 15, 2022 ONE44 Note was fully converted in fiscal year 2024.

 

February 14, 2023 Securities Purchase Agreement

 

On February 14, 2023, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “February 14, 2023 ONE44 Note”) from the Company in the aggregate principal amount of $111,111, such principal and the interest thereon were convertible into shares of the common stock at the option of ONE44 any time after the six-month anniversary of the February 14, 2023 ONE44 Note. The transaction contemplated by such purchase agreement closed on February 14, 2023. The February 14, 2023 One44 Note contained an original issue discount amount of $11,111. Pursuant to the terms of such purchase agreement, the Company paid $5,500 for ONE44’s legal fees. The Company used the net proceeds from the February 14, 2023 ONE44 Note for general working capital purposes. The maturity date of the February 14, 2023 One44 Note was February 14, 2024. The February 14, 2023 ONE44 Note bore interest at a rate of 10% per annum, which interest was payable in shares of common stock, but was not payable until the maturity date or upon acceleration or by prepayment of such note. The February 14, 2023 One44 Note was fully converted in fiscal year 2024.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

December 8, 2023 Securities Purchase Agreement

 

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

 

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

 

During the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium ranging from 120% to 135% as defined in the relevant note. After this initial 180-day period, the Company does not have a right to prepay such note.

 

The conversion price for the above ONE44 notes ranges from 60% to 65% (representing a 35% to 40% discount) of the market price of the common stock, which is based on the lowest closing bid prices of the common stock between ten and fifteen trading days immediately prior to the delivery of a notice of conversion. Notwithstanding the foregoing, such notes are subject to 4.99% beneficial ownership limitations. All of the above ONE44 notes are treated as stock settled debt under ASC 480 and accordingly the Company recorded a total debt premium of $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 30, 2024.

 

The above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24% per annum, or if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. Further, certain events of default may trigger penalty and liquidated damage provisions. In the event that the Company fails to deliver to ONE44 shares of common stock issuable upon conversion of principal or interest under a ONE44 note, it will incur a penalty of $250 per day the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10th day. In the event that the Company loses the bid price of its common stock on OTC, such ONE44 note does not incur penalty and instead the outstanding principal amount increases by 20%.

 

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

 

The total principal amount outstanding under the above ONE44 financing agreements was $105,800 and accrued interest was $8,645 as of September 30, 2024 following conversion of $13,500 of the principal balance and $841 accrued interest during the three months ended September 30, 2024. Accordingly, $9,000 of the put premium was released to additional paid in capital in respect to the ONE44 financing agreements during the three months ended September 30, 2024 following conversion of the principal balance.

 

GS Capital Partners Securities Purchase Agreements

 

August 23, 2023 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note was February 23, 2024 and is currently in default. The GS Capital Note bore an interest at a rate of 8% per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.04 per share, provided that the fixed price will be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

October 12, 2023 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note was April 12, 2024 and is currently in default. The GS Capital Note bore interest at a rate of 8% per annum and was increased to 24% due to the event of a default, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.015 per share, provided that the fixed price will be reduced to $0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

April 12, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is October 12, 2024. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. As of the date of filing this report, such GS Capital Note is past due and currently in default.

 

August 2, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is February 2, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

September 20, 2024 Securities Purchase Agreement

 

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

 

The maturity date of the GS Capital Note is March 20, 2025. The GS Capital Note shall bear interest at a rate of 8% per annum, which interest may be paid by the Company to GS Capital in shares of common stock but shall not be payable until the GS Capital Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0003 per share, provided that the fixed price will be reduced to $0.0001 per share in the event that the market price of the Common Stock trades below $0.0003 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

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

 

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

 

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

 

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

 

During the 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 but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital under the terms of the notes, at a premium ranging from 110% to 125% of the principal amount and interest of such note. After this initial 180-day period, the Company does not have a right to prepay such notes.

 

Upon the occurrence and during the continuation of certain events of default, interest accrues at a default interest rate of 24% per annum or, if such rate is usurious or not permitted by current law, then at the highest rate of interest permitted by law. In the event that the Company fails to deliver to GS Capital shares of common stock issuable upon conversion of principal or interest under the above GS Capital notes, the penalty becomes $250 per day for each day that the shares are not issued beginning on the 4th day after the conversion notice was delivered to the Company. This penalty increases to $500 per day beginning on the 10th day. In the event that the Company loses the bid price of its common stock on OTC, such GS Capital note does not incur penalty and instead the outstanding principal amount increases by 20%.

 

The total principal outstanding and accrued interest under the above GS Capital notes were $110,500 and $8,364, respectively, as of June 30, 2024, following conversion of $130,800 of the principal balance, $8,700 accrued interest (including $1,254 at default interest rate) and $3,832 conversion fees during the year ended June 30, 2024. During fiscal year 2024, an aggregate total of $110,500 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value as of June 30, 2024 (see Note 11).

 

The total principal outstanding and accrued interest under the above GS Capital notes were $145,700 and $7,902, respectively, as of September 30, 2024, following conversion of $30,800 of the principal balance and $2,212 accrued interest during the three months ended September 30, 2024. During the three months ended September 30, 2024, an aggregate total of $66,000 of the above GS Capital notes were bifurcated with the embedded conversion option which were recorded as derivative liabilities at fair value (see Note 11).

 

One GS Capital note with principal amount of $52,200 is currently in default and accrues at a default interest rate of 24% per annum.

 

104 LLC Securities Purchase Agreement

 

March 5, 2024 Securities Purchase Agreement

 

Effective March 5, 2024, the Company entered into and closed a securities purchase agreement (the “Purchase Agreement”) with 104 LLC (“104”), pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $50,000, for a purchase price of $46,875, after an original issue discount of $3,125. The Company paid legal and financing costs of $7,500. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note is March 1, 2025 and the note bears interest at a rate of eight percent (8%) per annum, which may be increased to sixteen percent (16%) in the event of a default.

 

June 20, 2024 Securities Purchase Agreement

 

Effective June 20, 2024, Company entered into and closed a securities purchase agreement with 104 LLC, pursuant to which 104 agreed to purchase a convertible promissory note from the Company in the aggregate principal amount of $33,750, for a purchase price of $30,375, after an original issue discount of $3,375. The Company paid legal and financing costs of $5,200. The Company used the net proceeds therefrom for general working capital purposes. The maturity date of the note is June 20, 2025 and the note bears 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 principal and interest on the notes are convertible into shares of common stock of the Company at the option of 104 at any time following the issuance date of the notes (the “Conversion Shares”) at a price per share equal to 65% of the lowest closing trade price of the common stock during the ten (10) trading days prior to conversion (representing a discount of 35%). Notwithstanding the foregoing, such conversions are subject to a 4.99% beneficial ownership limitation and adjustments for mergers, consolidations, reorganizations and similar events set forth in the notes, other than a transfer or sale of all or substantially all Company assets. Pursuant to the notes, the Company is required to maintain an initial reserve of at least 500% of the number of conversion shares, subject to any increase of such reserved amount to reflect the Company’s obligations under the notes. The above 104 notes treated as stock settled debt under 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.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

During the first 60 days following the date of the notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the notes.

 

The 104 notes contain certain events of default, including failure to pay principal and interest when due, failure to timely issue the conversion shares, failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, failure to comply with its reporting requirements with the U.S. Securities and Exchange Commission, a breach of certain covenants in the purchase agreement, default by the Company under any other note issued to the Investor, as well as certain customary events of default set forth in the notes, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, and liquidation. Upon an event of default, the notes will become immediately due and payable by the Company.

 

The total principal amount outstanding under the above 104 financing agreements was $83,750 and accrued interest was $1,429 as of June 30, 2024. The total principal outstanding and accrued interest under the above 104 financing agreements were $83,125 and $0, respectively, as of September 30, 2024, following conversion of $625 of the principal balance and $4,000 accrued interest during the three months ended September 30, 2024.

 

Outstanding convertible notes in default

 

Outstanding convertible notes for total principal amount of $83,000 with maturity dates between February 23, 2024 and April 12, 2024 are currently in default as of the date of this filing.

 

Amortization of debt discounts

 

The Company recorded $66,000 and $92,500 of debt discounts related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The Company recorded $0 and $88,846 of put premiums related to the above note issuances during the three months ended September 30, 2024 and 2023, respectively. The debt discounts are being amortized over the term of the debt and the put premiums are expensed on issuance of the debt with the liability released to additional paid in capital on conversion of the principal.

 

Amortization of all debt discounts for the three months ended September 30, 2024 and 2023 was $56,983 and $69,457, respectively.

 

The Company reclassified $9,336 and $34,838 in put premiums to additional paid in capital following conversions during the three months ended September 30, 2024 and 2023, respectively.

 

v3.24.3
STOCKHOLDERS’ DEFICIT
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS’ DEFICIT

NOTE 7 – STOCKHOLDERS’ DEFICIT

 

Increase in Authorized Shares of Common Stock and Reverse Stock Split

 

On May 18, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its certificate of incorporation, as amended (the “Certificate of Incorporation”), which increased the Company’s authorized capital stock. Such certificate of amendment increased the number of authorized shares of common stock from 1,000,000,000 to 3,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005 shares, such that the total number of authorized shares of capital stock increased to 3,001,500,005 shares. Such certificate of amendment was filed and became effective on July 6, 2022.

 

On September 21, 2022, the board of directors of the Company approved and authorized, and the holders of a majority-in-interest of the Company’s voting capital stock approved by written consent for the Company to file a certificate of amendment to its Certificate of Incorporation, which increased the Company’s authorized capital stock. The Certificate increased the number of authorized shares of common stock from 3,000,000,000 to 10,000,000,000 shares. The number of authorized shares of preferred stock remained at 1,500,005, such that the total number of shares of authorized capital stock increased to 10,001,500,005 shares. Such certificate of amendment was filed and became effective on November 4, 2022.

 

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

 

Preferred Stock

 

The total number of shares of preferred stock that the Company is authorized to issue is 1,500,005, $0.01 par value per share. These preferred shares have no rights to dividends, profit sharing or liquidation preferences, subject to any such rights provided for such shares in any certificate of designation filed by the Company with the State of Delaware.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Of the total preferred shares authorized, 500,000 had been designated as Series A Preferred Stock (“Series A Preferred Stock”), pursuant to the Certificate of Designation for the Series A Preferred Stock filed with the Secretary of State of the State of Delaware on December 9, 2014. James Nathanielsz, the Company’s Chief Executive Officer and Chief Financial Officer and a director, beneficially owned all of the outstanding shares of Series A Preferred Stock indirectly through North Horizon Pty Ltd., which entitled him, as a holder of Series A Preferred Stock, to vote on all matters submitted or required to be submitted to a vote of the Company’s stockholders, except election and removal of directors, and each share of Series A Preferred Stock entitled him to a total of 1 vote. North Horizon Pty Ltd. is a Nathanielsz Family Trust. Mr. Nathanielsz had voting and investment power over these shares.

 

On March 15, 2023, the Company filed a certificate with the Secretary of State of Delaware (the “Certificate of Retirement”), effecting the retirement and cancellation of the Series A Preferred Stock to eliminate such Series A Preferred Stock. No shares of Series A Preferred Stock are currently outstanding as they were redeemed by the Company in March 2023. There were no shares of Series A Preferred Stock issued and outstanding as of September 30, 2024 and June 30, 2024 for both periods.

 

Pursuant to a certificate of designation filed with the Secretary of State of the State of Delaware on June 16, 2015, five shares of preferred stock have been designated as Series B Preferred Stock, par value $0.01 per share, of the Company (“Series B Preferred Stock”). Each holder of shares of Series B Preferred Stock is entitled to voting power equivalent to the number of votes equal to the total number of shares of common stock outstanding as of the record date for the determination of stockholders entitled to vote at each meeting of stockholders of the Company and entitled to vote on all matters submitted or required to be submitted to a vote of the stockholders of the Company. One share of Series B Preferred Stock is issued and outstanding as of September 30, 2024 and June 30, 2024. Mr. Nathanielsz, the Company’s Chief Executive Officer, directly beneficially owns such one share of Series B Preferred Stock.

 

No additional shares of Series A Preferred Stock or Series B Preferred Stock were issued during three months ended September 30, 2024 and fiscal year 2024.

 

Common Stock:

 

Shares issued for conversion of convertible debt

 

From July 1, 2024 through September 30, 2024, the Company issued an aggregate of 194,219,529 shares of its common stock at an average contractual conversion price of $0.0002 as a result of the conversion of principal of $44,925, interest of $7,053 and conversion fees $2,548 underlying certain outstanding convertible notes converted during such period.

 

Included in the above conversion during the three months ended September 30, 2024, were principal aggregate amount of convertible notes of $30,800, accrued interest of $2,212 and conversion fees of $798 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $79,176, resulting in a loss on extinguishment at the time of conversion of $45,365 and $34,046 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $11,319 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

 

The Company reclassified $9,336 from put premium liabilities to additional paid in capital following conversions during the three months ended September 30, 2024.

 

The Company has 7,100,870,280 shares of its common stock reserved for future issuances based on lender reserve requirements pursuant to underlying financing agreements at September 30, 2024.

 

Shares issued for services

 

On August 12, 2024, the Company entered into a consulting agreement with two consultants to provide investor relation services from August 12, 2024 to October 12, 2024 for a total fee of $7,500 for each consultant. In August 2024, the Company issued an aggregate of 15,000,000 shares of common stock to the consultants related to this consulting agreement. Those shares were valued at approximately $0.001 per share or $15,000, being the closing price of the stock on the date of grant to such consultants. During the three months ended September 30, 2024, the Company recorded stock-based compensation of $7,500 and prepaid stock-based expense of $7,500 as of September 30, 2024.

 

Restricted Stock Units

 

Pursuant to employment agreements dated in May 2019, the Company granted an aggregate of 0.078 and 0.039 restricted stock unit to the Company’s Chief Executive Officer and Chief Scientific Officer, respectively. The total 0.117 restricted stock units are subject to vesting terms as defined in the employment agreements. The 0.117 restricted stock units were valued at the fair value of approximately $4,250,000 per unit or $497,240 based on the quoted trading price on the date of grant. There were $248,620 unrecognized restricted stock units expense as of September 30, 2024 and June 30, 2024. There are 0.06 unvested restricted stock units which are subject to various performance conditions which have not yet been met and such restricted stock units have not yet vested as of September 30, 2024 to which the $248,620 relates to.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Stock Warrants:

 

The following table summarizes warrant activity for the three months ended September 30, 2024:

 

       Weighted 
   Number of   Average 
   Shares   Price Per Share 
Outstanding at June 30, 2024   15,003,396   $1.24 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   15,003,396*  $1.24 
           
Exercisable at September 30, 2024   15,003,378   $1.24 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   1.76      
Aggregate intrinsic value
  $-      

 

* The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:

 

   Number of Warrants   Exercisable 
Series A warrants   10    10 
Series B warrants   16    16 
Series C warrants   64    46 
Warrants with no class designation   15,003,306    15,003,306 
Total   15,003,396    15,003,378 

 

Stock Options:

 

A summary of the Company’s option activity during the three months ended September 30, 2024 is presented below:

 

       Weighted 
   Number of   Average Exercise 
   Shares   Price Per Share 
Outstanding at June 30, 2024   0.059   $4,533,000 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   0.059   $4,533,000 
           
Exercisable at September 30, 2024   0.059   $4,533,000 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   4.62      
Weighted average fair value of options granted during the period  $-      
Aggregate intrinsic value  $-      

 

On the Effective Date, the Company’s board of directors approved and adopted the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), which reserves a total of 234 shares of the Company’s common stock for issuance under the 2019 Plan. Incentive awards authorized under the 2019 Plan include, but are not limited to, incentive stock options, non-qualified stock options, restricted stock awards and restricted stock units.

 

During the three months ended September 30, 2024 and 2023, the Company recognized stock-based compensation of $0 for both periods from vested stock options. There was $0 of unvested stock options expense as of September 30, 2024. No stock options were granted during the three months ended September 30, 2024.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Proposed Reverse Stock Split (Unaudited)

 

On August 7, 2024, the Company received written consent in lieu of a meeting by the holders of a majority of the voting power of the Company’s outstanding capital stock as of August 7, 2024 and the Company’s Board of Directors approving such actions as are necessary for the Company to proceed to, and the Company accordingly intends to, effectuate and execute a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”). Proportional adjustments for the Reverse Stock Split will be made to the Company’s outstanding stock options, warrants and equity incentive plans. The Company is awaiting the approval of Financial Industry Regulatory Authority (“FINRA”) for the market effectiveness of the Reverse Stock Split.

 

The unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split. A key assumption to the loss per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of shares from the ratio.

 

Historical per share data – (Pre- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   590,937,498    10,989,681 
Basic and diluted net loss per share  $0.00   $0.04 

 

The table below reflects the reverse split of 1:60,000.

 

Historical per share data – (Post- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   9,849    183 
Basic and diluted net loss per share  $35.97   $2,696.40 

 

v3.24.3
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

 

Legal Matters

 

From time to time, the Company may be subject to litigation and claims arising in the ordinary course of business. The Company is not currently a party to any material legal proceedings and the Company is not aware of any pending or threatened legal proceeding against the Company that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

 

IRS Liability

 

As part of its requirement for having a foreign operating subsidiary, the Company is required to file an informational Form 5471 to the Internal Revenue Service (the “IRS”), which is a form that explains the nature of the relationship between the foreign subsidiary and the parent company. From 2012 through the 2014, the Company did not file this form in a timely manner. As a result of the non-timely filings, the Company incurred a penalty from the IRS in the amount of $10,000 per year, or $30,000 in total, plus accrued interest, such penalty and interest having been accrued and is included in the accrued expenses and other payable figure on the September 30, 2024 and June 30, 2024 consolidated balance sheets. The Company recorded the penalties for all three years during the year ended June 30, 2018. The Company is current on all subsequent filings.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Operating Agreements

 

In November 2009, the Company entered into a commercialization agreement with the University of Bath (UK) (the “UK University”), whereby the Company and the UK University co-owned the intellectual property relating to the Company’s pro-enzyme formulations. In June 2012, the Company and the UK University entered into an assignment and amendment whereby the Company assumed full ownership of the intellectual property, while agreeing to pay royalties of 2% of net revenues to the UK University. Additionally, the Company agreed to pay 5% of each and every license agreement subscribed for. The contract is cancellable at any time by either party. To date, no amounts are owed under the agreement.

 

Collaboration Agreement

 

On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research On September 13, 2018, the Company entered into a two-year collaboration agreement with the University of Jaén (the “University”) to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 52,000 Euros ($59,508 USD) in year one and a maximum of 40,000 Euros ($45,775 USD) in year two. Additionally, in exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2% of net revenues to the University.

 

On October 1, 2020, the Company entered into another two-year collaboration agreement with the University to provide certain research services to the Company. In consideration of such services, the Company agreed to pay the University approximately 30,000 Euros ($35,145 USD), which were paid in four installment payment of 5,000 Euros in November 2020, 5,000 Euros ($5,858) in March 2021, 10,000 Euros ($11,715) in December 2021 and 10,000 Euros ($11,715) in September 2022. Additionally, the University agreed to hire and train a doctoral student for this project and the Company agreed to pay the University 25,837 Euros ($30,268 USD). In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 2% of net revenues to the University.

 

On July 27, 2022, the Company entered into a two-year research agreement with the University to provide certain research and experiment services to the Company. One of the Company’s Scientific Advisory Board is the lead joint researcher of the University. In exchange for full ownership of the intellectual property, the Company agreed to pay royalties of 1% of net revenues each to two members of the Scientific Advisory Board. In consideration of such services, the Company agreed to pay the University approximately 53,200 Euros ($53,806 USD) payable as follows:

 

- 18,200 Euros ($18,407 USD) upon execution (paid in August 2022),

- 8,000 Euros ($8,091 USD) in September 2022 (unpaid),

- 7,000 Euros ($7,080 USD) in December 2022 (unpaid),

- 10,000 Euros ($10,114 USD) in March 2023 (unpaid), and

- 10,000 Euros ($10,114 USD) in July 2023 (unpaid).

 

The commencement date for the experiments was on September 1, 2022, and the estimated length of time for completion was 24 months.

 

As of September 30, 2024 and June 30, 2024, the Company has $54,327 and $47,531, respectively, balance due to the University for unreimbursed lab fees, which are included in accrued expenses and other liabilities in the accompanying condensed consolidated balance sheets. As of September 30, 2024 and June 30, 2024, there are no royalty fees owed to the University.

 

Consulting Agreement

 

On May 4, 2024, the Company entered into an Engagement Agreement (the “Agreement”) with EF Hutton LLC (the “Consultant”) which will act as an exclusive lead underwriter, financial advisor, placement agent and investment banker of the Company, whereby the Consultant will assist the Company to a public offering and uplisting of the Company’s equity, debt or equity derivative instruments (“Offering”). The engagement period shall end on the earlier of i) 12 months from the date of this agreement or ii) the final closing if any of the Offering. The Consultant will prepare an Underwriting Agreement (the “Underwriting Agreement”) covering the sale of up to $15 million of equity, equity derivatives, and equity linked instruments of the Company. The Company shall pay compensation for:

 

(a) Financing Fees:

 

(i) For private equity and equity-linked placements, pay the Consultant a cash fee of eight percent (8.0%) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates; and

 

(ii) For debt placements, pay the Consultant a cash fee of six percent (6.0%) of the amount of capital raised, invested or committed, payable in cash at the closing or closings of the financing to which it relates.

 

(iii) As additional compensation for EF Hutton’s services, the Company shall issue to the Consultant or its designees at the closing warrants (the “Warrants”) to purchase that number of shares of Common Stock equal to three percent (3.0%) of the aggregate proceeds sold in an offering. The Warrants will be exercisable at any time in whole or in part, during the five years (5) years from the effective date of the Offering at a price per share equal to the Offering price. The Warrants will provide for piggyback registration rights, Black Scholes change in control provisions and customary anti-dilution provisions and adjustments in the number and price of such warrants and the shares underlying such warrants resulting from corporate events which would include dividends, reorganizations, mergers, etc. and future issuance of Common Stock or Common Stock equivalents at prices or with exercise and/or conversion prices below the offering price as permitted under FINRA Rule 5110(f)(2)(G).

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Additionally, the Consultant shall be entitled to a cash fee equal to eight percent (8.0%) of the gross proceeds received by the Company from the sale of any equity, debt and/or equity derivative instruments to any investor introduced by the Consultant to the Company during the engagement period, in connection with any public or private financing or capital raise.

 

(b) Merger, acquisition or sale of stock or assets (the “M&A Transaction”) Fees: The M&A Transaction fees shall be payable to the Consultant in cash at the closing or closings of the M&A Transaction to which it relates and shall be equal to five percent (5.0%) of M&A Transaction consideration.

 

The Company will be responsible for and will pay all expenses relating to the Offering as defined in the Agreement. Additionally, the Company will provide an expense advance (the “Advance”) to the Consultant of $50,000, of which $25,000 was payable upon the execution of the Agreement and $25,000 of which is payable upon the initial filing of a registration statement. The Company paid $25,000 in May 2024 and has been recorded as deferred offering cost as of September 30, 2024 and June 30, 2024. No payment was made during the three months ended September 30, 2024.

 

Operating Leases

 

On May 4, 2022, the Company entered in a three-year lease agreement with North Horizon Pty Ltd., a related party, (see Note 9) for a monthly rent of $3,000 AUD or $2,176 USD (depending on exchange rate) per month plus taxes. On May 4, 2022, the Company recorded right-of-use assets $66,201 and total lease liabilities of $66,201 based on an incremental borrowing rate of 8%.

 

ROU is summarized below:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Office lease  $66,201   $66,201 
Less: accumulated amortization   (53,289)   (48,402)
Right-of-use asset, net  $12,912   $17,799 

 

Operating Lease liabilities are summarized below:

 

   September 30, 2024   June 30, 2024 
Office lease  $66,201   $66,201 
Reduction of lease liability   (52,016)   (46,839)
Less: office lease, current portion   (14,185)   (19,362)
Long term portion of lease liability  $-   $- 

 

Remaining future minimum lease payments under non-cancelable operating lease at September 30, 2024 are as follows:

 

      
Fiscal Year 2025  $14,566 
Imputed interest   (381)
Total operating lease liability  $14,185 

 

The weighted average remaining lease term for the operating lease is 0.51 years as of September 30, 2024.

 

v3.24.3
RELATED PARTY TRANSACTIONS
3 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 9 – RELATED PARTY TRANSACTIONS

 

Since its inception, the Company has conducted transactions with its directors and entities related to such directors.

 

These transactions have included the following:

 

As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $30,840 and $29,759, respectively, related to expenses paid on behalf of the Company related to corporate startup costs and intellectual property (see Note 4).

 

As of September 30, 2024 and June 30, 2024, the Company owed its former director a total of $51,326 and $49,528, respectively, for money loaned to the Company, throughout the years. The total loans balance owed at September 30, 2024 and June 30, 2024 is not interest bearing (see Note 5).

 

Effective May 5, 2016, the Company entered into an agreement for the lease of its principal executive offices with North Horizon Pty Ltd., a related party, of which Mr. Nathanielsz, our CEO, CFO and a director, and his wife are owners and directors. The lease had a five-year term and provided for annual rental payments of $39,600 AUD or $28,325 USD, which includes $3,600 AUD or $2,575 USD of goods and service tax for total payments of $198,000 AUD or $141,629 USD during the term of the lease. Such lease expired in May 2021 and was renewed for another one-year term from May 2021 to May 2022. On May 4, 2022, the Company entered into a three-year lease agreement with North Horizon Pty Ltd. for a monthly rent of $3,000 AUD or $2,176 USD (depending on exchange rate) per month plus taxes. As of September 30, 2024 and June 30, 2024, total rent payable of $203,129 AUD ($140,890 USD) and $194,129 AUD ($129,930 USD), respectively, was included in accrued expenses in the accompanying condensed consolidated balance sheet. Rent expense under those lease was $8,317 and $7,149 for the three months ended September 30, 2024 and 2023, respectively and reflected as occupancy expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss).

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Loans payable - Related Parties

 

Between November 2023 and May 2024, an institutional investor affiliated with one of our directors, Josef Zelinger, loaned the Company an aggregate of $71,629. Additionally, in August 2024, the same affiliated institutional investor loaned the Company an amount of 85,000 AUD ($57,639 USD). These loans bear no interest and are payable on demand (see Note 5).

 

Effective August 1, 2024, the Company entered into and closed a loan agreement (the “Loan”) with an institutional investor affiliated with one of our directors, Josef Zelinger, pursuant to which the investor loaned the Company an aggregate principal amount of $150,000 AUD ($98,060 USD). The Company intends to use the net proceeds therefrom for general working capital purposes. The maturity date of the Loan is November 1, 2024, or sooner at the discretion of the Company, and the Loan bears an interest rate of 12% per annum and default interest rate of 18% per annum. The Company has the right to prepay in full at any time with no prepayment penalty. By mutual consent the amount can be repaid via the issuance of common stock of the Company (upon uplisting on NASDAQ) and the strike price shall be at a 35% discount to lowest daily balance of the five preceding trading days (see Note 5).

 

Loan payable -long-term- Related Party

 

July 5, 2023, the Company and an institutional investor affiliated with one of our directors, Josef Zelinger, entered into a letter agreement, pursuant to which such investor loaned the Company an aggregate of $230,000 AUD ($153,256 USD). Pursuant to such agreement, the term of such loan is three (3) years, ending on July 5, 2026, with an interest rate of 10% to be paid monthly in arrears. In connection with such loan, the Company issued 15,000,000 warrants to purchase common stock to such investor immediately exercisable at an initial exercise price of $0.01 per share (subject to certain adjustments such as stock dividend, stock splits, subsequent right offering and pro-rata distribution) with an expiry date of July 5, 2026 (see Note 5).

 

Employment and Services Agreements with Management

 

The Company and Mr. Nathanielsz entered into an employment agreement as of February 25, 2015 (the “Nathanielsz Employment Agreement”) setting forth the terms and conditions of Mr. Nathanielsz’s employment as the Company’s President and Chief Executive Officer. The Nathanielsz Employment Agreement was scheduled to expire on February 25, 2019; however, the term of the Nathanielsz Employment Agreement automatically renews for successive one-year periods unless either party provides 30 days’ prior written notice of his or its intent not to renew. The Nathanielsz Employment Agreement continues in effect as of June 30, 2023, as amended on October 26, 2022 (see below). The Nathanielsz Employment Agreement provides Mr. Nathanielsz with a base salary of $25,000 AUD per month ($300,000 AUD annually or $205,680 USD) and a monthly contribution to Mr. Nathanielsz’s pension equal to 9.5% of his monthly salary. Mr. Nathanielsz has the ability to convert any accrued but unpaid salary into common stock at the end of each fiscal year at a conversion price to be determined by Mr. Nathanielsz and the Company, which will in no event be lower than par value or higher than the closing bid price on the date of conversion. Pursuant to the Nathanielsz Employment Agreement, Mr. Nathanielsz is entitled to an annual discretionary bonus in an amount up to 200% of his annual base salary, which bonus shall be determined by the Company’s board of directors based upon the performance of the Company. On March 16, 2018, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $300,000 AUD ($205,680 USD) to $400,000 AUD ($274,240 USD), effective February 2018. On August 1, 2022, the Company’s board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022.

 

Mr. Nathanielsz’s wife, Sylvia Nathanielsz, is and has been a non-executive, part-time employee of the Company since October 2015. Effective February 1, 2018, Mrs. Nathanielsz receives an annual salary of $120,000 AUD ($80,904 USD) and is entitled to customary benefits.

 

Pursuant to a February 25, 2016 board resolution, James Nathanielsz was paid $4,481 AUD ($3,205 USD), on a monthly basis for the purpose of acquiring and maintaining an automobile which car allowance expired in August 2022. For the fiscal years ended June 30, 2024 and 2023, $17,714 USD and $3,344 USD, respectively, was paid to Mr. Nathanielsz for use of a vehicle. For the three months ended September 30, 2024, 3,557 AUD ($2,372 USD) was paid to Mr. Nathanielsz for use of a vehicle.

 

On August 12, 2021, the Board approved a bonus of $177,840 USD. A total of $221,890 AUD ($166,418 USD) in payments were made against the bonuses during the year ended June 30, 2021 resulting in a remaining balance of $422,610 AUD ($316,957 USD) bonus payable as of June 30, 2021 which was included in accrued expenses in the accompanying consolidated balance sheet. On August 12, 2021, pursuant to the Cancellation Agreement, Mr. Nathanielsz agreed to cancel $177,840 of the bonus payable in exchange for 5,928,000 shares of the Company’s Common Stock. On August 1, 2022, the Board approved a bonus of $140,000 AUD or $96,810 USD. A total of $73,387 AUD ($48,905 USD) in payments were made in respect of the bonuses during the year ended June 30, 2023, resulting in a remaining balance of $107,937 AUD ($71,929 USD) bonus payable as of June 30, 2023 which was included in accrued expenses in the accompanying consolidated balance sheet. A total of $25,000 AUD ($16,070 USD) in payments were made in respect of the bonuses during the year ended June 30, 2024. In January 2024, the Board approved a bonus of $150,000 AUD or $102,195 USD resulting in a remaining balance of $217,540 AUD ($145,599 USD) bonus payable as of September 30, 2024 and June 30, 2024 for both periods which was included in accrued expenses in the accompanying condensed consolidated balance sheet.

 

Amended and Restated Employment Agreement

 

On May 14, 2019 (the “Effective Date”), the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with Mr. Nathanielsz for a term of three years, subject to automatic one-year renewals, at an annual salary of $400,000 AUD ($309,313 USD). Pursuant to the Employment Agreement, Mr. Nathanielsz was granted options to purchase 0.04 shares of common stock (the “Nathanielsz Options”), with an exercise price per share of $4,675,000 (110% of the closing market price of the common stock on May 14, 2019 (or $4,250,000), the date of approval of such grant by the Board), (ii) 0.04 restricted stock units of the Company (the “Initial Nathanielsz RSUs”), and (iii) an additional 0.04 restricted stock units of the Company (the “Additional Nathanielsz RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan approved by the Board on the Effective Date. The Nathanielsz Options have a term of 10 years from the date of grant. The Nathanielsz Options and Additional Nathanielsz RSU’s are subject to vesting periods pursuant to the Employment Agreement. There are 0.04 vested options and 0.04 restricted stock units that are considered issuable as of September 30, 2024 and June 30, 2024.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

On October 26, 2022, the Company entered into an Amended and Restated Employment Agreement (the “Amended Agreement”) with Mr. Nathanielsz, effective as of July 1, 2022, (the “2022 Effective Date”). The Amended Agreement provides Mr. Nathanielsz with a base salary of $600,000 AUD ($414,900 USD) per annum. The Company has also agreed to pay Mr. Nathanielsz an annual discretionary bonus in an amount up to 100% of his annual base salary, reduced from 200%, which bonus shall be determined by the Board and based upon the performance of the Company. The Amended Agreement has a term of three (3) years from the 2022 Effective Date, with automatic one-year renewal periods unless either party elects not to renew.

 

Amended and Restated Employment Agreement

 

On May 14, 2019, the Company entered into an Amended and Restated Services Agreement (the “Services Agreement”) with Dr. Kenyon, the Company’s Chief Scientific Officer and a director, for a term of three years, subject to automatic one-year renewals, at an annual salary of $54,000 AUD ($41,580 USD). In connection with the execution of the Services Agreement, Dr. Kenyon was designated as an executive officer of the Company and assumed a more active executive role with the Company. Pursuant to the Services Agreement, Dr. Kenyon was granted options to purchase 0.02 shares of common stock (the “Kenyon Options”), with an exercise price per share of $4,250,000 (100% of the closing market price of the common stock on May 14, 2019, the date of approval of such grant by the Board), (ii) 0.02 restricted stock units of the Company (the “Initial Kenyon RSUs”), and (iii) an additional 0.02 restricted stock units of the Company (the “Additional Kenyon RSUs”). Such options and restricted stock units were granted pursuant to the 2019 Plan. The Kenyon Options have a term of 10 years from the date of grant. The Kenyon Options and Additional Kenyon RSU’s are subject to vesting periods pursuant to the Services Agreement. There are 0.02 vested options and 0.02 vested restricted stock unit that are considered issuable as of September 30, 2024 and June 30, 2024.

 

As of September 30, 2024 and June 30, 2024, total accrued salaries of $161,500 AUD ($112,016 USD) and $148,000 AUD ($97,044 USD), respectively, were included in accrued expenses in the accompanying condensed consolidated balance sheets.

 

Intercompany Loans

 

All intercompany loans were made by the parent to the Company’s subsidiary, Propanc PTY LTD, none of which has been repaid as of September 30, 2024. Effective fiscal year 2021, the parent company determined that intercompany loans will not be repaid in the foreseeable future and thus, per ASC 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment on the consolidated balance sheet as accumulated other comprehensive income.

 

v3.24.3
CONCENTRATIONS AND RISKS
3 Months Ended
Sep. 30, 2024
Risks and Uncertainties [Abstract]  
CONCENTRATIONS AND RISKS

NOTE 10 – CONCENTRATIONS AND RISKS

 

Concentration of Credit Risk

 

The Company maintains its cash in banks and financial institutions in Australia. Bank deposits in Australian banks are uninsured. The Company has not experienced any losses in such accounts through September 30, 2024.

 

The Company primarily relied on funding from one convertible and two non-convertible debt lenders and received net proceeds after deductions of $6,000 for original issue discounts and debt issue costs during the three months ended September 30, 2024 from each of the three lenders of $60,000, $57,639, and $98,060, respectively which represents approximately 28%, 27% and 45%, respectively of total proceeds received by the Company during the three months ended September 30, 2024.

 

The Company primarily relied on funding from four convertible and non-convertible debt lenders and received net proceeds after deductions of $34,500 for original issue discounts and debt issue costs during the three months ended September 30, 2023 from each of the four lenders of $150,000, $70,000, $120,000 and $153,256, respectively which represents approximately 30%, 14%, 24% and 32%, respectively of total proceeds received by the Company during the three months ended September 30, 2023.

 

Receivable Concentration

 

As of September 30, 2024 and June 30, 2024, the Company’s receivables were 100% related to reimbursements on GST taxes paid.

 

Patent and Patent Concentration

 

The Company has filed multiple patent applications relating to its lead product, PRP. The Company’s lead patent application has been granted and remains in force in the United States, Belgium, Czech Republic, Denmark, France, Germany, Ireland, Italy, Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Turkey, United Kingdom, Australia, China, Japan, Indonesia, Israel, New Zealand, Singapore, Malaysia, South Africa, Republic of Korea, India and Brazil. In Canada and Mexico, the patent applications have been accepted as of fiscal year 2023.

 

In 2016 and early 2017, the Company filed other patent applications. Three applications were filed under the Patent Cooperation Treaty (the “PCT”). The PCT assists applicants in seeking patent protection by filing one international patent application under the PCT, applicants can simultaneously seek protection for an invention in over 150 countries. Once filed, the application is placed under the control of the national or regional patent offices, as applicable, in what is called the national phase. One of the PCT applications filed in November 2016, entered national phase in July 2018 and another PCT application entered national phase in August 2018. A third PCT application entered the national phase in October 2018.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are  84 granted, allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid tumors, covering the lead product candidate PRP.

 

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

 

Foreign Operations

 

As of September 30, 2024 and June 30, 2024, the Company’s operations are based in Camberwell, Australia; however, the majority of research and development is being conducted in the European Union.

 

On July 22, 2016, the Company formed a wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales, for the purpose of submitting an orphan drug application with the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024 and June 30, 2024, there has been no activity within this entity.

 

v3.24.3
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
3 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

NOTE 11 - DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

 

Derivative Financial Instruments:

 

The Company applies the provisions of ASC 815-40, Contracts in Entity’s Own Equity, under which convertible instruments and warrants, which contain terms that protect holders from declines in the stock price (reset provisions), may not be exempt from derivative accounting treatment. As a result, warrants and embedded conversion options in convertible debt are recorded as a liability and are revalued at fair value at each reporting date. If the fair value of the warrants exceeds the face value of the related debt, the excess is recorded as change in fair value in operations on the issuance date. The Company had $145,700 (4 notes) and $110,500 (3 notes) of convertible debt, which were treated as derivative instruments outstanding at September 30, 2024 and June 30, 2024, respectively.

 

The Company calculates the estimated fair values of the liabilities for derivative instruments using the Binomial Trees Method. The closing price of the Company’s common stock at September 30, 2024, the last trading day of the period ended September 30, 2024, was $0.0003. The volatility, expected remaining term and risk-free interest rates used to estimate the fair value of derivative liabilities at September 30, 2024 are indicated in the table that follows. The expected term is equal to the remaining term of the warrants or convertible instruments and the risk-free rate is based upon rates for treasury securities with the same term.

 

Convertible Debt

 

  

Initial Valuations
(on new derivative
instruments entered

into during the three
months ended
September 30, 2024)

   September 30, 2024 
Volatility   290-316%    282%
Expected Remaining Term (in years)   0.50    0.01 - 0.47  
Risk Free Interest Rate   4.43-4.88%    4.65-5.53 %
Expected dividend yield   None    None 

 

Fair Value Measurements:

 

The Company measures and reports at fair value the liability for derivative instruments. The fair value liabilities for price adjustable warrants and embedded conversion options have been recorded as determined utilizing the Binomial Trees model. The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis As of September 30, 2024 and June 30, 2024:

 

   Balance at
September 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $134,234   $   $   $134,234 
Total  $134,234   $   $   $134,234 

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

   Balance at
June 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $133,886   $   $   $133,886 
Total  $133,886   $   $   $133,886 

 

The following is a roll forward for the three months ended September 30, 2024 of the fair value liability of price adjustable derivative instruments:

 

   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   60,000 
Initial fair value of embedded conversion option derivative liability recorded as derivative expense   27,182 
Reduction of derivative liability upon debt conversion   (34,047)
Change in fair value included in statements of operations   (52,787)
Balance at September 30, 2024  $134,234 
v3.24.3
SUBSEQUENT EVENTS
3 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

 

Shares issued for conversion of convertible debt

 

In October 2024, the Company issued an aggregate of 101,877,166 shares of its common stock at a contractual conversion price of $0.0001, as a result of the conversion of principal of $10,300, interest of $828 and conversion fees of $1,097 underlying certain outstanding convertible notes converted during such period.

v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Policies)
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
Nature of Operations

Nature of Operations

 

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

 

The Company was originally formed in Melbourne, Victoria, Australia on October 15, 2007 as Propanc PTY LTD. On November 23, 2010, Propanc Health Group Corporation was incorporated in the State of Delaware, and in January 2011, to reorganize the Company, all of the outstanding shares of Propanc PTY LTD were acquired on a one-for-one basis by Propanc Health Group Corporation, with Propanc PTY LTD becoming a wholly-owned subsidiary of the Company.

 

On July 22, 2016, the Company formed another wholly-owned subsidiary, Propanc (UK) Limited under the laws of England and Wales for the purpose of submitting an orphan drug application to the European Medicines Agency as a small and medium-sized enterprise. As of September 30, 2024, there has been no activity within this entity.

 

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

 

In July 2020, a world-first patent was granted in Australia for the cancer treatment method patent family. Presently, there are 84 granted, allowed, or accepted patents and 6 patents filed, or under examination in key global jurisdictions relating to the use of proenzymes against solid  tumors, covering the lead product candidate PRP.

 

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

 

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

 

Basis of Presentation

Basis of Presentation

 

The Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, all adjustments (consisting of normal recurring adjustments and reclassifications and non-recurring adjustments) necessary to present fairly our consolidated results of operations for the three months ended September 30, 2024 and 2023 and cash flows for the three months ended September 30, 2024 and 2023 and our consolidated financial position at September 30, 2024 have been made. The Company’s results of operations for the three months ended September 30, 2024 are not necessarily indicative of the operating results to be expected for the full fiscal year ending June 30, 2025.

 

Certain information and disclosures normally included in the notes to the Company’s annual audited consolidated financial statements have been condensed or omitted from the Company’s interim unaudited condensed consolidated financial statements included in this Quarterly Report. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2024. The June 30, 2024 balance sheet is derived from those statements.

 

Principles of Consolidation

Principles of Consolidation

 

The unaudited condensed consolidated financial statements include the accounts of Propanc Biopharma, Inc., the parent entity, and its wholly-owned subsidiary, Propanc PTY LTD. All inter-company balances and transactions have been eliminated in consolidation. Propanc (UK) Limited was an inactive wholly-owned subsidiary through September 30, 2024 and still remains inactive.

 

Use of Estimates

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates in the accompanying consolidated financial statements include the estimates of useful lives of long-lived assets, valuation of the collectability of a refundable advance deposit, present value of the operating lease liability and related right-of-use asset, valuation of derivatives, valuation of equity based instruments issued for other than cash, the valuation allowance on deferred tax assets and foreign currency translation due to certain average exchange rates applied in lieu of spot rates on transaction dates.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Foreign Currency Translation and Other Comprehensive Income (Loss)

Foreign Currency Translation and Other Comprehensive Income (Loss)

 

The Company’s wholly-owned subsidiary’s functional currency is the Australian dollar (AUD). For financial reporting purposes, the Australian dollar has been translated into the Company’s reporting currency, which is the United States dollar ($) and/or (USD). Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Equity transactions are translated at each historical transaction date spot rate. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity (deficit) as “Accumulated other comprehensive income (loss).” Gains and losses resulting from foreign currency translations are included in the statements of operations and comprehensive income (loss) as a component of other comprehensive income (loss). There have been no significant fluctuations in the exchange rate for the conversion of Australian dollars to USD after the balance sheet date.

 

Other Comprehensive Income (Loss) for all periods presented includes only foreign currency translation gains (losses).

 

Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the consolidated balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the consolidated results of operations as incurred. Effective fiscal year 2021, the parent company determined that the intercompany loans will not be repaid in the foreseeable future and thus, per Accounting Standards Codification (“ASC”) 830-20-35-3, gains and losses from measuring the intercompany balances are recorded within cumulative translation adjustment, a component of accumulated other comprehensive income (loss). As of September 30, 2024 and 2023, the Company recognized a cumulative exchange gain (loss) of approximately $677,000 and $669,000, respectively, on intercompany loans made by the parent to the subsidiary that have not been repaid as of September 30, 2024, which is included as a component of accumulated other comprehensive income on the accompanying condensed consolidated balance sheets.

 

As of September 30, 2024 and June 30, 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

 

   September 30, 2024   June 30, 2024 
Exchange rate on balance sheet dates          
USD : AUD exchange rate   0.6936    0.6693 
Average exchange rate for the period          
USD : AUD exchange rate   0.6668    0.6557 

 

The change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows:

 

   Foreign
Currency Items:
 
Balance, June 30, 2024  $1,269,581 
Unrealized foreign currency translation loss   (98,943)
Ending balance, September 30, 2024  $1,170,638 

 

Fair Value of Financial Instruments and Fair Value Measurements

Fair Value of Financial Instruments and Fair Value Measurements

 

The Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and cash equivalents, receivables, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current interest rates available for debt with similar terms and maturities are substantially the same.

 

The Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

 

The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

 

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 

Level 2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Level 3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us, which reflect those that a market participant would use.

 

Also see Note 11 - Derivative Financial Instruments and Fair Value Measurements.

 

Cash and Cash Equivalents

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand and at banks, short-term deposits with an original maturity of three months or less with financial institutions, and bank overdrafts. Bank overdrafts are reflected as a current liability on the balance sheets. There were no cash equivalents as of September 30, 2024 or June 30, 2024.

 

Refundable Advance Deposit

Refundable Advance Deposit

 

In August 2023, the Company paid a refundable advance deposit of $120,958 which consisted primarily of a deposit paid to a potential lender to be used as payment for a loan insurance premium related to a future loan transaction with the Company. In the event, the future loan transaction does not close, the potential lender shall return the refundable advance deposit. During fiscal year 2024, the Company recorded an allowance for the recoverability of this refundable advance deposit of $120,958.

 

Deferred Offering Costs

Deferred Offering Costs

 

The Company complies with the requirements of ASC 340, Other Assets and Deferred Costs, with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized and consist principally of professional, underwriting and other expenses incurred through the balance sheet date that are directly related to the Company’s proposed public offering. The deferred offering costs are charged to additional paid-in capital or as a discount to debt, as applicable, upon the completion of an offering or to expense if the offering is not completed. As of September 30, 2024 and June 30, 2024, the Company had recorded $27,117 in deferred offering costs for both periods.

 

Property and Equipment

Property and Equipment

 

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals, and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the declining balance method. The depreciable amount is the cost less its residual value.

 

The estimated useful lives are as follows:

 

Machinery and equipment - 5 years
Furniture - 7 years

 

Patents

Patents

 

Patents are stated at cost and amortized on a straight-line basis over the estimated future periods if and once the patent has been granted by a regulatory agency. However, the Company will expense any patent costs as long as we are in the startup stage. Accordingly, as the Company’s products are not currently approved for market, all patent costs incurred from 2013 through September 30, 2024 were expensed immediately. This practice of expensing patent costs immediately ends when a product receives market authorization from a government regulatory agency.

 

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

 

In accordance with ASC 360-10, “Long-lived assets,” which include property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.

 

Employee Benefit/Liability

Employee Benefit/Liability

 

Liabilities arising in respect of wages and salaries, accumulated annual leave, accumulated long service leave and any other employee benefits expected to be settled within twelve months of the reporting date are measured based on the employee’s remuneration rates applicable at the reporting date. All other employee benefit liabilities are measured at the present value of the estimated future cash outflow to be made in respect of services provided by employees up to the reporting date. All employee liabilities are owed within the next twelve months.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Australian Goods and Services Tax (“GST”)

Australian Goods and Services Tax (“GST”)

 

Revenues, expenses and balance sheet items are recognized net of the amount of GST, except payable and receivable balances which are shown inclusive of GST. The GST incurred is payable on revenues to, and recoverable on purchases from, the Australian Taxation Office.

 

Cash flows are presented in the statements of cash flow on a gross basis, except for the GST component of investing and financing activities, which are disclosed as operating cash flows.

 

As of September 30, 2024 and June 30, 2024, the Company was owed $3,309 and $2,950, respectively, from the Australian Taxation Office. These amounts were fully collected subsequent to the balance sheet reporting dates.

 

Derivative Instruments

Derivative Instruments

 

ASC Topic 815, Derivatives and Hedging (“ASC Topic 815”), establishes accounting and reporting standards for derivative instruments and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt, the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any discounts and records a net gain or loss on debt extinguishment.

 

Convertible Notes With Variable Conversion Options

Convertible Notes With Variable Conversion Options

 

The Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and accrued interest may be converted, by the holder, into shares of the Company’s common stock, par value $0.001 per share (“common stock”) at a fixed discount to the price of the common stock at or around the time of conversion. The Company treats these convertible notes as stock settled debt under ASC 480, “Distinguishing Liabilities from Equity” and measures the fair value of the notes at the time of issuance, which is the result of the share price discount at the time of conversion and records the put premium as interest expense.

 

Income Taxes

Income Taxes

 

The Company is governed by Australia and United States income tax laws, which are administered by the Australian Taxation Office and the United States Internal Revenue Service, respectively. The Company follows ASC 740 “Accounting for Income Taxes,” when accounting for income taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for temporary differences between the financial statements and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in deferred tax assets and liabilities.

 

The Company follows ASC 740, Sections 25 through 60, “Accounting for Uncertainty in Income Taxes.” These sections provide detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements. Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon the adoption of ASC 740 and in subsequent periods.

 

Research and Development Costs and Tax Credits

Research and Development Costs and Tax Credits

 

In accordance with ASC 730-10, “Research and Development-Overall,” research and development costs are expensed when incurred. Total research and development costs for the three months ended September 30, 2024 and 2023 were $61,714 and $16,242, respectively.

 

The Company may apply for research and development tax concessions with the Australian Taxation Office on an annual basis. Although the amount is possible to estimate at year end, the Australian Taxation Office may reject or materially alter the claim amount. Accordingly, the Company does not recognize the benefit of the claim amount until cash receipt since collectability is not certain until such time. The tax concession is a refundable credit. If the Company has net income, then the Company can receive the credit which reduces its income tax liability. If the Company has net losses, then the Company may still receive a cash payment for the credit, however, the Company’s net operating loss carryforwards are reduced by the gross equivalent loss that would produce the credit amount when the income tax rate is applied to that gross amount. The concession is recognized as a tax benefit, in operations, upon receipt.

 

Stock Based Compensation

Stock Based Compensation

 

The Company records stock-based compensation in accordance with ASC 718, “Stock Compensation”. ASC 718 requires the fair value of all stock-based employee compensation awarded to employees to be recorded as an expense over the shorter of the service period or the vesting period. The Company values employee and non-employee stock-based compensation at fair value using the Black-Scholes Option Pricing Model.

 

The Company adopted ASU 2018-07 and accounts for non-employee share-based awards in accordance with the measurement and recognition criteria of ASC 718 and recognizes the fair value of such awards over the service period. The Company used the modified prospective method of adoption.

 

Revenue Recognition

Revenue Recognition

 

The Company applies ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. Subject to these criteria, the Company intends to recognize revenue relating to royalties on product sales in the period in which the sale occurs and the royalty term has begun.

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

Legal Expenses

Legal Expenses

 

All legal costs for litigation are charged to expense as incurred.

 

Leases

Leases

 

The Company follows ASC Topic 842, Leases (Topic 842) and applies the package of practical expedients, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 months or less. Operating lease right of use assets (“ROU”) represents the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses.

 

Basic and Diluted Net Loss Per Common Share

Basic and Diluted Net Loss Per Common Share

 

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period and, if dilutive, potential common shares outstanding during the period. Potentially dilutive securities consist of the incremental common shares issuable upon exercise of common stock equivalents such as stock options, warrants and convertible debt instruments. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. As a result, the basic and diluted per share amounts for all periods presented are identical. Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance. The Company’s CEO holds Series B Preferred Stock that, when combined, confers upon him a majority vote, including regarding authorization of additional common shares and/or the authorization of a reverse split the stock as considered necessary. Such securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

 

   September 30, 2024   September 30, 2023 
   (Unaudited)   (Unaudited) 
Stock Options   0.06    0.06 
Stock Warrants with no designations   15,003,306    15,003,306 
Series A Warrants as if converted at alternate cashless exercise price   1,990,353,990    1,994,343,990 
Series B Warrants   16    16 
Series C Warrants as if converted at alternate cashless exercise price *   9,175,999,954    9,175,999,954 
Unvested restricted stock   0.06    0.06 
Convertible Debt   1,823,504,274    210,849,945 
Total   13,004,861,540.12    11,396,197,211.12 

 

*Only convertible ratably upon exercise of Series B Warrants

 

Recent Accounting Pronouncements

Recent Accounting Pronouncements

 

We have reviewed the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We have carefully considered the new pronouncements that alter previous generally accepted accounting principles and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company’s financial management.

 

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2023 for smaller reporting companies, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements or disclosures.

v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Tables)
3 Months Ended
Sep. 30, 2024
Accounting Policies [Abstract]  
SCHEDULE OF TRANSACTION EXCHANGE RATES

As of September 30, 2024 and June 30, 2024, the exchange rates used to translate amounts in Australian dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

 

   September 30, 2024   June 30, 2024 
Exchange rate on balance sheet dates          
USD : AUD exchange rate   0.6936    0.6693 
Average exchange rate for the period          
USD : AUD exchange rate   0.6668    0.6557 
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME

The change in Accumulated Other Comprehensive Income by component during the three months ended September 30, 2024 was as follows:

 

   Foreign
Currency Items:
 
Balance, June 30, 2024  $1,269,581 
Unrealized foreign currency translation loss   (98,943)
Ending balance, September 30, 2024  $1,170,638 
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES

The estimated useful lives are as follows:

 

Machinery and equipment - 5 years
Furniture - 7 years
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS

 

   September 30, 2024   September 30, 2023 
   (Unaudited)   (Unaudited) 
Stock Options   0.06    0.06 
Stock Warrants with no designations   15,003,306    15,003,306 
Series A Warrants as if converted at alternate cashless exercise price   1,990,353,990    1,994,343,990 
Series B Warrants   16    16 
Series C Warrants as if converted at alternate cashless exercise price *   9,175,999,954    9,175,999,954 
Unvested restricted stock   0.06    0.06 
Convertible Debt   1,823,504,274    210,849,945 
Total   13,004,861,540.12    11,396,197,211.12 

 

*Only convertible ratably upon exercise of Series B Warrants
v3.24.3
PROPERTY AND EQUIPMENT (Tables)
3 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT

Property and equipment consist of the following As of September 30, 2024 and June 30, 2024.

 

   September 30, 2024   June 30, 2024 
   (Unaudited)     
Office equipment at cost  $26,471   $25,543 
Less: Accumulated depreciation   (26,471)   (25,543)
           
Total property, plant, and equipment  $-   $- 
v3.24.3
NOTES PAYABLE AND CONVERTIBLE NOTES (Tables)
3 Months Ended
Sep. 30, 2024
Notes Payable And Convertible Notes  
SCHEDULE OF CONVERTIBLE NOTES

The Company’s convertible notes outstanding at September 30, 2024 and June 30, 2024 were as follows:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Convertible notes and debenture  $334,625   $313,550 
Unamortized discounts   (68,129)   (38,854)
Premium, net   115,293    124,629 
Convertible notes, net  $381,789   $399,325 
v3.24.3
STOCKHOLDERS’ DEFICIT (Tables)
3 Months Ended
Sep. 30, 2024
Equity [Abstract]  
SUMMARY OF WARRANT ACTIVITY

The following table summarizes warrant activity for the three months ended September 30, 2024:

 

       Weighted 
   Number of   Average 
   Shares   Price Per Share 
Outstanding at June 30, 2024   15,003,396   $1.24 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   15,003,396*  $1.24 
           
Exercisable at September 30, 2024   15,003,378   $1.24 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   1.76      
Aggregate intrinsic value
  $-      

 

* The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE

   Number of Warrants   Exercisable 
Series A warrants   10    10 
Series B warrants   16    16 
Series C warrants   64    46 
Warrants with no class designation   15,003,306    15,003,306 
Total   15,003,396    15,003,378 
SUMMARY OF STOCK OPTION ACTIVITY

A summary of the Company’s option activity during the three months ended September 30, 2024 is presented below:

 

       Weighted 
   Number of   Average Exercise 
   Shares   Price Per Share 
Outstanding at June 30, 2024   0.059   $4,533,000 
Granted   -    - 
Exercised   -    - 
Forfeited   -    - 
Expired   -    - 
Outstanding at September 30, 2024   0.059   $4,533,000 
           
Exercisable at September 30, 2024   0.059   $4,533,000 
Outstanding and Exercisable:          
           
Weighted average remaining contractual term   4.62      
Weighted average fair value of options granted during the period  $-      
Aggregate intrinsic value  $-      
SCHEDULE OF LOSS PER SHARE BASIS OF REVERSE STOCK SPLIT

The unaudited pro forma tables below show the losses per share prior to the reverse split and following the reverse split. A key assumption to the loss per share calculation is that post-reverse split price is equal to the pre-reverse split times the number of shares from the ratio.

 

Historical per share data – (Pre- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   590,937,498    10,989,681 
Basic and diluted net loss per share  $0.00   $0.04 

 

The table below reflects the reverse split of 1:60,000.

 

Historical per share data – (Post- Split basis) 

Three months
Ended

September 30, 2024

  

Three months

Ended

September 30, 2023

 
         
Net loss available to Common Stockholders  $354,310   $493,441 
Basic and diluted weighted average shares outstanding   9,849    183 
Basic and diluted net loss per share  $35.97   $2,696.40 

 

v3.24.3
COMMITMENTS AND CONTINGENCIES (Tables)
3 Months Ended
Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
SCHEDULE OF RIGHT OF USE ASSET

ROU is summarized below:

 

  

September 30, 2024

(Unaudited)

   June 30, 2024 
Office lease  $66,201   $66,201 
Less: accumulated amortization   (53,289)   (48,402)
Right-of-use asset, net  $12,912   $17,799 
SCHEDULE OF OPERATING LEASE LIABILITY

Operating Lease liabilities are summarized below:

 

   September 30, 2024   June 30, 2024 
Office lease  $66,201   $66,201 
Reduction of lease liability   (52,016)   (46,839)
Less: office lease, current portion   (14,185)   (19,362)
Long term portion of lease liability  $-   $- 
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Remaining future minimum lease payments under non-cancelable operating lease at September 30, 2024 are as follows:

 

      
Fiscal Year 2025  $14,566 
Imputed interest   (381)
Total operating lease liability  $14,185 
v3.24.3
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
3 Months Ended
Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES

 

  

Initial Valuations
(on new derivative
instruments entered

into during the three
months ended
September 30, 2024)

   September 30, 2024 
Volatility   290-316%    282%
Expected Remaining Term (in years)   0.50    0.01 - 0.47  
Risk Free Interest Rate   4.43-4.88%    4.65-5.53 %
Expected dividend yield   None    None 
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS

 

   Balance at
September 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $134,234   $   $   $134,234 
Total  $134,234   $   $   $134,234 

 

 

PROPANC BIOPHARMA, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(Unaudited)

 

   Balance at
June 30, 2024
  

Quoted Prices

in Active

Markets for

Identical
Assets

  

Significant

Other

Observable
Inputs

  

Significant

Unobservable Inputs

 
       (Level 1)   (Level 2)   (Level 3) 
Embedded conversion option liabilities  $133,886   $   $   $133,886 
Total  $133,886   $   $   $133,886 
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

The following is a roll forward for the three months ended September 30, 2024 of the fair value liability of price adjustable derivative instruments:

 

   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   60,000 
Initial fair value of embedded conversion option derivative liability recorded as derivative expense   27,182 
Reduction of derivative liability upon debt conversion   (34,047)
Change in fair value included in statements of operations   (52,787)
Balance at September 30, 2024  $134,234 
v3.24.3
SCHEDULE OF TRANSACTION EXCHANGE RATES (Details)
Sep. 30, 2024
Jun. 30, 2024
Property, Plant and Equipment [Line Items]    
Foreign currency exchange rate, translation 0.6936 0.6693
Weighted Average [Member]    
Property, Plant and Equipment [Line Items]    
Foreign currency exchange rate, translation 0.6668 0.6557
v3.24.3
SCHEDULE OF ACCUMULATED OTHER COMPREHENSIVE INCOME (Details)
3 Months Ended
Sep. 30, 2024
USD ($)
Accounting Policies [Abstract]  
Beginning balance $ 1,269,581
Unrealized foreign currency translation loss (98,943)
Ending balance $ 1,170,638
v3.24.3
SCHEDULE OF PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIVES (Details)
Sep. 30, 2024
Machinery and Equipment [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment 5 years
Furniture and Fixtures [Member]  
Property, Plant and Equipment [Line Items]  
Property plant and equipment 7 years
v3.24.3
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS (Details) - shares
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 13,004,861,540.12 11,396,197,211.12
Share-Based Payment Arrangement, Option [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 0.06 0.06
Warrant [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 15,003,306 15,003,306
Series A Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 1,990,353,990 1,994,343,990
Series B Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 16 16
Series C Warrants [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities [1] 9,175,999,954 9,175,999,954
Unvested Restricted Stock [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 0.06 0.06
Convertible Debt Securities [Member]    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive securities 1,823,504,274 210,849,945
[1] Only convertible ratably upon exercise of Series B Warrants
v3.24.3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES (Details Narrative) - USD ($)
3 Months Ended
May 01, 2023
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Aug. 31, 2023
Accounting Policies [Abstract]          
Reverse stock split one-for-one thousand (1:1,000)        
Foreign currency transaction, gain   $ 677,000 $ 669,000    
Cash and cash equivalents   0   $ 0  
Refundable advance deposit         $ 120,958
Allowance for recoverability of refundable advance deposit   120,958      
Deferred offering cost   27,117   27,117  
GST tax receivable   $ 3,309   $ 2,950  
Common stock, par value   $ 0.001   $ 0.001  
Research and development costs   $ 61,714 $ 16,242    
Beneficial ownership conversion description   Each holder of the convertible notes has agreed to a 4.99% beneficial ownership conversion limitation (subject to certain noteholders’ ability to increase such limitation to 9.99% upon 60 days’ notice to the Company), and each note may not be converted during the first six-month period from the date of issuance.      
Beneficial ownership percentage   4.99%      
v3.24.3
GOING CONCERN (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Net loss $ 354,310 $ 350,866    
Net cash used in operations 235,515 333,457    
Working capital deficit 4,079,710      
Stockholders' deficit 4,108,085 $ 2,989,259 $ 3,779,059 $ 3,117,179
Accumulated deficit $ 67,052,530   $ 66,698,220  
v3.24.3
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Property, Plant and Equipment [Abstract]    
Office equipment at cost $ 26,471 $ 25,543
Less: Accumulated depreciation (26,471) (25,543)
Total property, plant, and equipment
v3.24.3
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 134
v3.24.3
DUE TO FORMER DIRECTOR - RELATED PARTY (Details Narrative) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Former Director [Member]    
Defined Benefit Plan Disclosure [Line Items]    
Due to related parties current $ 30,840 $ 29,759
v3.24.3
LOANS (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 01, 2024
USD ($)
Jul. 05, 2023
USD ($)
$ / shares
shares
Jun. 30, 2024
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
AUD ($)
Aug. 01, 2024
AUD ($)
Jun. 30, 2024
AUD ($)
May 31, 2024
USD ($)
Nov. 30, 2023
USD ($)
Jul. 05, 2023
AUD ($)
Oct. 03, 2019
Debt instrument face amount       $ 30,800     $ 57,639 $ 85,000     $ 71,629 $ 71,629    
Debt instrument interest rate stated percentage   10.00%                     10.00%  
Debt instrument strike price       4.99%                    
Settlement of convertible debt       $ 142,909                  
Interest payable current and non current       2,212                    
Amortization of debt discounts       56,983 69,457                  
Debt remaining     $ 313,550 334,625   $ 313,550                
Remaining debt discount     38,854 68,129   38,854                
Gain on extinguishment of debt       (11,319) 34,310                  
Crown Bridge Partners, LLC [Member]                            
Debt instrument face amount       $ 65,280                    
Debt instrument interest rate stated percentage       15.00%                    
Interest payable current and non current       $ 48,009                    
Loan Agreement [Member]                            
Loans payable     145,091 145,091   145,091                
Debt instrument face amount     $ 79,811     $ 79,811     $ 150,000 $ 120,000        
Debt instrument maturity date Nov. 01, 2024                          
Debt instrument loan bears interest rate 12.00%                          
Debt instrument interest rate stated percentage 18.00%   12.00%     12.00%     18.00% 12.00%        
Debt instrument strike price 35.00%                          
Interest payable current and non current     $ 665 3,079   $ 665                
Debt remaining     $ 79,811 79,811   79,811                
Debt instrument maturity date     June 2025                      
Letter Agreement [Member]                            
Debt instrument face amount $ 98,060 $ 153,256                     $ 230,000  
Debt instrument maturity date   Jul. 05, 2026                        
Debt instrument interest rate stated percentage   10.00%                     10.00%  
Maturity term   3 years                        
Issue of warrants | shares   15,000,000                        
Share price | $ / shares   $ 0.01                        
Fair value adjustment of warrants   $ 141,084                        
Letter Agreement [Member] | Coventry Enterprises LLC Securities Purchase Agreement [Member]                            
Settlement of convertible debt       143,000                    
Letter Agreement [Member] | Warrant [Member]                            
Stock valuation price per share | $ / shares   $ 0.119                        
Warrant exercise price | $ / shares   $ 0.01                        
Letter Agreement [Member] | Warrant [Member] | Measurement Input, Expected Dividend Rate [Member]                            
Measurement input   0                     0  
Letter Agreement [Member] | Warrant [Member] | Measurement Input, Expected Term [Member]                            
Maturity term   3 years                        
Letter Agreement [Member] | Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member]                            
Measurement input   4.59                     4.59  
Letter Agreement [Member] | Warrant [Member] | Measurement Input, Price Volatility [Member]                            
Measurement input   268                     268  
Securities Purchase Agreement [Member]                            
Amortization of debt discounts       66,000 $ 92,500                  
Securities Purchase Agreement [Member] | Crown Bridge Partners, LLC [Member]                            
Debt instrument face amount     $ 65,280 65,280   65,280                
Debt instrument interest rate stated percentage                           15.00%
Interest payable current and non current     45,541 48,009   45,541                
Convertible debt     65,280     65,280                
Gain on extinguishment of debt       43,520                    
Related Party [Member]                            
Loans payable     49,528 51,326   49,528                
Loan payable     71,629 227,328   71,629 $ 57,639 $ 85,000     $ 71,629 $ 71,629    
Interest payable current and non current     15,158 19,020   15,158                
Amortization of debt discounts       11,843   46,470                
Debt remaining     153,256 153,256   153,256                
Remaining debt discount     94,614 82,771   94,614                
Loan payable - long-term - related party, net of discount     $ 58,642 $ 70,485   $ 58,642                
v3.24.3
SCHEDULE OF CONVERTIBLE NOTES (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Notes Payable And Convertible Notes    
Convertible notes and debenture $ 334,625 $ 313,550
Unamortized discounts (68,129) (38,854)
Premium, net 115,293 124,629
Convertible notes, net $ 381,789 $ 399,325
v3.24.3
NOTES PAYABLE AND CONVERTIBLE NOTES (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
Jan. 15, 2025
USD ($)
Dec. 30, 2024
USD ($)
Dec. 15, 2024
USD ($)
Nov. 30, 2024
USD ($)
Sep. 20, 2024
USD ($)
Aug. 02, 2024
USD ($)
Jun. 20, 2024
USD ($)
Jun. 10, 2024
USD ($)
May 24, 2024
USD ($)
Apr. 12, 2024
USD ($)
Mar. 05, 2024
USD ($)
Dec. 08, 2023
USD ($)
Oct. 12, 2023
USD ($)
Aug. 23, 2023
USD ($)
Aug. 15, 2023
USD ($)
Feb. 14, 2023
USD ($)
Aug. 15, 2022
USD ($)
Aug. 31, 2023
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
AUD ($)
May 31, 2024
USD ($)
May 04, 2024
Nov. 30, 2023
USD ($)
Jul. 05, 2023
Jun. 30, 2023
USD ($)
Principal amount                                     $ 30,800     $ 57,639 $ 85,000 $ 71,629   $ 71,629    
Debt instrument interest rate percentage                                                     10.00%  
Accrued interest                                     2,212                  
Amortization of debt discount                                     56,983 $ 69,457                
Debt remaining                                     334,625   $ 313,550              
Original issue discount                                     68,129   38,854              
Note payable, net of discount                                     $ 213,109   204,694              
Debt instrument debt default interest rate         24.00%                           24.00%                  
Debt premium                                     $ 115,293   124,629              
Penalty amount                                     30,000                  
Fee amount                                     798                  
Derivative liabilities                                     134,234   133,886              
Conversion of stock amount converted                                     9,336 34,838                
Maximum [Member]                                                        
Debt instrument interest rate percentage                                                 8.00%      
Securities Purchase Agreement [Member]                                                        
Amortization of debt discount                                     66,000 92,500                
Debt premium                                     0 88,846                
Convertible Notes One [Member]                                                        
Amortization of debt discount                                     $ 56,983 $ 69,457                
1800 Diagonal Lending LLC [Member]                                                        
Debt instrument original issue discount rate               15.00% 15.00%                   150.00%                  
Original issue discounts amount               $ 8,200 $ 8,200                                      
Principal amount               $ 49,200 $ 49,200                                      
Debt instrument interest rate percentage               22.00% 22.00%                                      
Accrued interest                                     $ 4,913   1,193              
Debt remaining                                     $ 98,400   98,400              
Legal and financing costs               $ 6,000 $ 6,000                                      
Net proceeds               $ 35,000 $ 35,000                                      
Debt instrument conversion rate                                     65.00%                  
Debt instrument discount rate                                     35.00%                  
Ownership limitations                                     4.99%                  
1800 Diagonal Lending LLC [Member] | Forecast [Member]                                                        
Debt periodic payment       $ 28,290                                                
Principal amount $ 7,072.50 $ 7,072.50   7,072.50                                                
Payment of debt       $ 56,580                                                
ONE44 Capital LLC [Member]                                                        
Accrued interest                                     $ 841   9,909              
Debt premium                                         100,000             $ 133,305
ONE44 Capital LLC [Member] | Securities Purchase Agreement [Member]                                                        
Principal amount                       $ 150,000       $ 111,111 $ 110,000   105,800   119,300              
Debt instrument maturity date                                 Aug. 15, 2022                      
Debt instrument interest rate percentage                       10.00%       10.00% 10.00%                      
Accrued interest                                     8,645   6,726              
Original issue discount                       $ 15,000       $ 11,111 $ 10,000                      
Ownership limitations                       4.99%                                
Legal fees                       $ 7,500       $ 5,500 $ 5,500                      
Debt premium                                     9,000   98,311              
Default interest rate                       24.00%                                
Debt instrument increase principal percentage                       20.00%                                
Debt conversion converted instrument                                     13,500   148,811              
ONE44 Capital LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member]                                                        
Debt instrument conversion rate                       60.00%                                
Debt instrument discount rate                       35.00%                                
Debt instrument debt default interest rate                       120.00%                                
Penalty amount                       $ 250                                
ONE44 Capital LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member]                                                        
Debt instrument conversion rate                       65.00%                                
Debt instrument discount rate                       40.00%                                
Debt instrument debt default interest rate                       135.00%                                
Penalty amount                       $ 500                                
GS Capital Partners, LLC [Member]                                                        
Accrued interest                                     2,212   8,700              
Derivative fixed interest rate                                         1,254              
GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member]                                                        
Principal amount         $ 33,000 $ 33,000       $ 27,500     $ 61,000 $ 77,500                            
Debt instrument maturity date         Mar. 20, 2025 Feb. 02, 2025       Oct. 12, 2024     Apr. 12, 2024 Feb. 23, 2024                            
Debt instrument interest rate percentage         8.00% 8.00%       8.00%     8.00% 8.00%                            
Accrued interest                                     7,902   8,364              
Debt remaining                                     $ 145,700   110,500              
Original issue discount         $ 3,000 $ 3,000       $ 2,500     $ 3,500 $ 5,000                            
Debt instrument conversion rate         60.00%                                              
Debt instrument discount rate         40.00%                                              
Ownership limitations                                     4.99%                  
Legal fees                         $ 2,500 $ 2,500                            
Debt instrument increase principal percentage         20.00%                                              
Conversion price, description         The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0003 per share, provided that the fixed price will be reduced to $0.0001 per share in the event that the market price of the Common Stock trades below $0.0003 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.       The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.0017 per share, provided that the fixed price will be reduced to $0.001 per share in the event that the market price of the Common Stock trades below $0.0014 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. As of the date of filing this report, such GS Capital Note is past due and currently in default.     The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.015 per share, provided that the fixed price will be reduced to $0.01 per share in the event that the market price of the Common Stock trades below $0.0075 per share for ten consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default. The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. The initial conversion price for the GS Capital Note is equal to $0.04 per share, provided that the fixed price will be reduced to $0.02 per share in the event that the market price of the Common Stock trades below $0.03 per share for five consecutive trading days. In the event of a default under the note and unless the fixed price is lower, such conversion price will equal the lowest trading price of the Common Stock for the ten trading days immediately preceding such default, which price is subject to re-adjustment every thirty calendar days during the period in which the Company remains in default.                            
Fee amount                                         3,832              
Derivative liabilities                                     $ 66,000   110,500              
GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member]                                                        
Debt instrument debt default interest rate         110.00%                                              
Penalty amount         $ 250                                              
GS Capital Partners, LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member]                                                        
Debt instrument debt default interest rate         125.00%                                              
Penalty amount         $ 500                                              
GS Capital Partners, LLC [Member] | August 10, 2017 Consulting Agreement [Member]                                                        
Debt conversion converted instrument                                     30,800   130,800              
Coventry Enterprises LLC Securities Purchase Agreement [Member] | Securities Purchase Agreement [Member]                                                        
Amount repaid for covertible debt                                     52,200                  
104 LLC [Member] | Securities Purchase Agreement [Member]                                                        
Principal amount             $ 33,750       $ 50,000                                  
Debt instrument maturity date             Jun. 20, 2025       Mar. 01, 2025                                  
Debt Instrument description             the Company has the right to prepay the principal and accrued but unpaid interest due under the notes, at a one hundred ten percent (110%) premium of the face amount plus accrued and unpaid interest, which increases to (i) one hundred fifteen percent (115%) if prepaid after 60 days, but less than 91 days from the issuance date, (ii) one hundred twenty percent (120%) if prepaid after 90 days, but less than 121 days from the issuance date, (iii) one hundred twenty five percent (125%) if prepaid after 120 days, but less than 181 days from the issuance date. After this initial 180-day period, the Company does not have a right to prepay the notes.                                          
Accrued interest                                     0   1,429              
Debt remaining                                     83,125   83,750              
Original issue discount             $ 3,375       $ 3,125                                  
Legal and financing costs             $ 5,200       7,500                                  
Principal amount                                     4,000                  
Debt instrument conversion rate             65.00%                                          
Debt instrument discount rate             35.00%                                          
Ownership limitations             4.99%                                          
Debt premium                                         45,096              
Purchase amount             $ 30,375       $ 46,875                                  
Principal amount                                     625                  
104 LLC [Member] | Securities Purchase Agreement [Member] | Minimum [Member]                                                        
Debt instrument interest rate percentage             8.00%       8.00%                                  
104 LLC [Member] | Securities Purchase Agreement [Member] | Maximum [Member]                                                        
Debt instrument interest rate percentage             16.00%       16.00%                                  
Loans Payable [Member]                                                        
Debt instrument original issue discount rate                             10.00%                          
Original issue discounts amount                             $ 120,000                          
Principal amount                             $ 132,000                          
Debt instrument maturity date                             Nov. 15, 2023                          
Debt instrument interest rate percentage                             10.00%                          
Debt Instrument, Interest Rate, Increase (Decrease)                             18.00%                          
Debt Instrument description                             The Company had the right to prepay the principal and accrued but unpaid interest due under the Promissory Note, together with any other amounts that the Company may owe the August 2023 Lender under the terms of the Promissory Note, on or before September 14, 2023 at a 110% premium of the face amount plus accrued and unpaid interest and any other amounts owed to the August 2023 Lender, which increases to (i) 120% if prepaid after such date, but on or before October 14, 2023, and (ii) 130% if prepaid after October 14, 2023 (including on the maturity date), unless the Company and the Lender agree to otherwise effect repayment.                          
Debt Instrument, Interest Rate During Period                                   130.00%                    
Accrued interest                                     18,863   15,536              
Amortization of debt discount                                         12,000              
Debt remaining                                     132,000                  
Original issue discount                                     0   0              
Note payable, net of discount                                     132,000                  
Loans Payable [Member] | Promissory Note [Member]                                                        
Debt remaining                                     213,109   204,694              
Original issue discount                                     17,291   $ 25,706              
Loans Payable [Member] | 1800 Diagonal Lending LLC [Member]                                                        
Debt periodic payment     $ 28,290                                                  
Principal amount     7,072.50                                                  
Payment of debt     $ 56,580                                                  
Convertible Notes Payable [Member]                                                        
Convertible note                                     $ 83,000                  
Maturity date description                                     maturity dates between February 23, 2024 and April 12, 2024                  
v3.24.3
SUMMARY OF WARRANT ACTIVITY (Details)
3 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Equity [Abstract]  
Number of Shares, Outstanding, Balance | shares 15,003,396
Weighted Average Price Per Share, Outstanding, Balance | $ / shares $ 1.24
Number of Shares, Issued | shares
Weighted Average Price Per Share, Issued | $ / shares
Number of Shares, Exercised | shares
Weighted Average Price Per Share, Exercised | $ / shares
Number of Shares, Forfeited | shares
Weighted Average Price Per Share, Forfeited | $ / shares
Number of Shares, Expired | shares
Weighted Average Price Per Share, Expired | $ / shares
Number of Shares, Outstanding, Balance | shares 15,003,396 [1]
Weighted Average Price Per Share, Outstanding, Ending balance | $ / shares $ 1.24
Number of Shares, Exercisable, Balance | shares 15,003,378
Weighted Average Price Per Share, Exercisable, Balance | $ / shares $ 1.24
Weighted average remaining contractual term 1 year 9 months 3 days
Aggregate intrinsic value | $
[1] The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:
v3.24.3
SCHEDULE OF WARRANT ACTIVITY (Details) (Parenthetical) - shares
Sep. 30, 2024
Jun. 30, 2024
Equity [Abstract]    
Number of Shares, Outstanding, Balance 15,003,396 [1] 15,003,396
[1] The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:
v3.24.3
SCHEDULE OF WARRANT OUTSTANDING AND EXERCISABLE (Details) - shares
Sep. 30, 2024
Jun. 30, 2024
Class of Stock [Line Items]    
Number of Warrants, Total 15,003,396 [1] 15,003,396
Exercisable, Total 15,003,378  
Series A Warrants [Member]    
Class of Stock [Line Items]    
Number of Warrants, Total 10  
Exercisable, Total 10  
Series B Warrants [Member]    
Class of Stock [Line Items]    
Number of Warrants, Total 16  
Exercisable, Total 16  
Series C Warrants [Member]    
Class of Stock [Line Items]    
Number of Warrants, Total 64  
Exercisable, Total 46  
Common Stock Warrants With No Class Designation [Member]    
Class of Stock [Line Items]    
Number of Warrants, Total 15,003,306  
Exercisable, Total 15,003,306  
[1] The total warrants of 15,003,396 above which are exercisable into common stock consisted of the following:
v3.24.3
SUMMARY OF STOCK OPTION ACTIVITY (Details)
3 Months Ended
Sep. 30, 2024
USD ($)
$ / shares
shares
Equity [Abstract]  
Number of Shares, Outstanding, Balance | shares 0.059
Weighted Average Price Per Share, Outstanding, Balance $ 4,533,000
Number of Shares, Granted | shares
Weighted Average Price Per Share, Granted
Number of Shares, Exercised | shares
Weighted Average Price Per Share, Exercised
Number of Shares, Forfeited | shares
Weighted Average Price Per Share, Forfeited
Number of Shares, Expired | shares
Weighted Average Price Per Share, Expired
Number of Shares, Outstanding, Balance | shares 0.059
Weighted Average Price Per Share, Outstanding, Ending balance $ 4,533,000
Number of Shares, Exercisable, Balance | shares 0.059
Weighted Average Price Per Share, Exercisable, Balance $ 4,533,000
Weighted average remaining contractual term 4 years 7 months 13 days
Weighted average fair value of options granted during the period
Aggregate intrinsic value | $
v3.24.3
SCHEDULE OF LOSS PER SHARE BASIS OF REVERSE STOCK SPLIT (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Net loss available to Common Stockholders $ (354,310) $ (493,441)
Basic weighted average shares outstanding 590,937,498 10,989,681
Diluted weighted average shares outstanding 590,937,498 10,989,681
Basic net loss per share $ (0.00) $ (0.04)
Diluted net loss per share $ (0.00) $ (0.04)
Pre-Reverse Stock Split [Member]    
Net loss available to Common Stockholders $ 354,310 $ 493,441
Basic weighted average shares outstanding 590,937,498 10,989,681
Diluted weighted average shares outstanding 590,937,498 10,989,681
Basic net loss per share $ 0.00 $ 0.04
Diluted net loss per share $ 0.00 $ 0.04
Post-Reverse Stock Split [Member]    
Net loss available to Common Stockholders $ 354,310 $ 493,441
Basic weighted average shares outstanding 9,849 183
Diluted weighted average shares outstanding 9,849 183
Basic net loss per share $ 35.97 $ 2,696.40
Diluted net loss per share $ 35.97 $ 2,696.40
v3.24.3
STOCKHOLDERS’ DEFICIT (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 12, 2024
USD ($)
$ / shares
shares
Aug. 07, 2024
May 01, 2023
May 31, 2019
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
$ / shares
shares
Aug. 31, 2024
USD ($)
Aug. 31, 2024
AUD ($)
May 31, 2024
USD ($)
Nov. 30, 2023
USD ($)
Mar. 31, 2023
shares
Sep. 21, 2022
shares
Sep. 20, 2022
shares
May 18, 2022
shares
May 17, 2022
shares
Class of Stock [Line Items]                                
Common stock shares authorized         10,000,000,000   10,000,000,000           10,000,000,000 3,000,000,000 3,000,000,000 1,000,000,000
Number of preferred stock authorized shares                         1,500,005   1,500,005  
Preferred stock, shares authorized         1,500,005   1,500,005               3,001,500,005  
Total number of authorized shares                         10,001,500,005      
Reverse stock split   reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one post-split share per sixty thousand pre-split shares (1:60,000) (the “Reverse Stock Split”). one-for-one thousand (1:1,000)                          
Preferred stock, par value | $ / shares         $ 0.01   $ 0.01                  
Principal amount         $ 30,800     $ 57,639 $ 85,000 $ 71,629 $ 71,629          
Accrued interest | $         2,212                      
Conversion fees | $         798                      
Loss on extinguishment debt conversion | $         45,365                      
Debt conversion fair value | $         34,046                      
Gain (loss) on extinguishment of debt | $         11,319 $ (34,310)                    
Reclassified from premium liabilities to additional paid in capital | $         $ 9,336                      
Common stock, par value | $ / shares         $ 0.001   $ 0.001                  
Restricted stock units, value | $ / shares                              
Company recognized stock-based compensation | $         $ 0 0                    
Unvested stock option expense | $         $ 0 $ 0                    
Stock options granted         0                      
2019 Equity Incentive Plan [Member]                                
Class of Stock [Line Items]                                
Number of common shares reserved for future issuance         234                      
Restricted Stock Units (RSUs) [Member]                                
Class of Stock [Line Items]                                
Restricted stock units, shares       0.117                        
Restricted stock units, value | $ / shares       $ 4,250,000                        
Fair value granted, shares | $       $ 497,240                        
Unrecognized restricted stock units expense | $         $ 248,620   $ 248,620                  
Restricted stock units not yet vested, shares | $         $ 248,620                      
Unvested Restricted Stock Units [Member]                                
Class of Stock [Line Items]                                
Unvested restricted stock units         0.06                      
Chief Executive Officer [Member]                                
Class of Stock [Line Items]                                
Restricted stock units, shares       0.078                        
Chief Scientific Officer [Member]                                
Class of Stock [Line Items]                                
Restricted stock units, shares       0.039                        
Underlying Financing Agreements [Member]                                
Class of Stock [Line Items]                                
Number of common shares reserved for future issuance         7,100,870,280                      
Consulting Agreement [Member]                                
Class of Stock [Line Items]                                
Number of shares issued 15,000,000                              
Monthly Fee | $ $ 7,500                              
Common stock, par value | $ / shares $ 0.001                              
Stock Issued During Period, Value, New Issues | $ $ 15,000                              
Stock-based compensation | $         $ 7,500                      
Prepaid stock-based compensation | $         $ 7,500                      
Convertible Debt [Member]                                
Class of Stock [Line Items]                                
Number of shares issued         194,219,529                      
Average contractual conversion prices | $ / shares         $ 0.0002                      
Principal amount | $         $ 44,925                      
Accrued interest | $         7,053                      
Conversion fees | $         2,548                      
Debt instrument fair value | $         $ 79,176                      
Series A Preferred Stock [Member]                                
Class of Stock [Line Items]                                
Preferred stock, shares authorized         500,000                      
Preferred stock shares outstanding         0   0         0        
Preferred stock shares issued         0   0                  
Shares issued         0   0                  
Series B Preferred Stock [Member]                                
Class of Stock [Line Items]                                
Preferred stock, shares authorized         5   5                  
Preferred stock, par value | $ / shares         $ 0.01   $ 0.01                  
Preferred stock shares outstanding         1   1                  
Preferred stock shares issued         1   1                  
Shares issued         0   0                  
v3.24.3
SCHEDULE OF RIGHT OF USE ASSET (Details) - Related Party [Member] - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]    
Office lease $ 66,201 $ 66,201
Less: accumulated amortization (53,289) (48,402)
Right-of-use asset, net $ 12,912 $ 17,799
v3.24.3
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - Related Party [Member] - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Defined Benefit Plan Disclosure [Line Items]    
Office lease $ 66,201 $ 66,201
Reduction of lease liability (52,016) (46,839)
Less: office lease, current portion (14,185) (19,362)
Long term portion of lease liability
v3.24.3
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details)
Sep. 30, 2024
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Fiscal Year 2025 $ 14,566
Imputed interest (381)
Total operating lease liability $ 14,185
v3.24.3
COMMITMENTS AND CONTINGENCIES (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
May 04, 2024
USD ($)
Jul. 27, 2022
USD ($)
Jul. 27, 2022
EUR (€)
May 04, 2022
USD ($)
May 04, 2022
AUD ($)
Oct. 01, 2020
USD ($)
Oct. 01, 2020
EUR (€)
Sep. 13, 2018
USD ($)
Sep. 13, 2018
EUR (€)
Jul. 31, 2023
USD ($)
Jul. 31, 2023
EUR (€)
Mar. 31, 2023
USD ($)
Mar. 31, 2023
EUR (€)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
EUR (€)
Sep. 30, 2022
USD ($)
Sep. 30, 2022
EUR (€)
Aug. 31, 2022
USD ($)
Aug. 31, 2022
EUR (€)
Dec. 31, 2021
USD ($)
Dec. 31, 2021
EUR (€)
Mar. 31, 2021
USD ($)
Mar. 31, 2021
EUR (€)
Nov. 30, 2020
EUR (€)
Jun. 30, 2012
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
Jul. 05, 2023
Total litigation penalty amount                                                   $ 30,000      
Royalties percentage           2.00% 2.00%                                            
Unreimbursed lab fees                                                   54,327   $ 47,531  
Royalty fees                                                   0   0  
Cash fee percentage                                                         10.00%
Warrants term 5 years                                                        
Deferred offering cost                                                   27,117   $ 27,117  
Payments for rent                                                   $ 8,317 $ 7,149    
Incremental borrowing rate       8.00% 8.00%                                                
Weighted average remaining lease term                                                   6 months 3 days      
Accounting Standards Update 2016-02 [Member]                                                          
Operating lease right of use asset       $ 66,201                                                  
Operating lease liabilities       $ 66,201                                                  
Consultant [Member]                                                          
Sale of stock percent 5.00%                                                        
Expenses advance $ 50,000                                                        
Deferred offering cost $ 25,000                                                        
Maximum [Member]                                                          
Cash fee percentage 8.00%                                                        
Common Stock [Member]                                                          
Sale of stock percent 3.00%                                                        
Equity and Equity Linked Placements [Member]                                                          
Cash fee percentage 8.00%                                                        
Debt Placements [Member]                                                          
Cash fee percentage 6.00%                                                        
University of Jaen [Member]                                                          
Payment for services           $ 30,268 € 25,837                                            
Royalty Agreement Terms [Member]                                                          
Operating leases income statement revenue percentage                                                 2.00%        
License Agreement Terms [Member]                                                          
Operating leases income statement revenue percentage                                                 5.00%        
1-Year Collaboration Agreement [Member]                                                          
Payment for services               $ 59,508 € 52,000                                        
2-Year Collaboration Agreement [Member]                                                          
Payment for services           $ 35,145 € 30,000 $ 45,775 € 40,000                                        
Royalty percentage               2.00% 2.00%                                        
Research Agreement [Member] | University of Jaen [Member]                                                          
Payment for services   $ 53,806 € 53,200                                                    
Royalty percentage   1.00% 1.00%                                                    
Underwriting Agreement [Member] | EF Hutton LLC [Member]                                                          
Sale of underwriting agreements $ 15,000,000                                                        
Merger Acquisition Agreement [Member] | Consultant [Member]                                                          
Expenses advance 25,000                                                        
Initial Payable [Member] | Consultant [Member]                                                          
Expenses advance $ 25,000                                                        
New Three-Year Operating Lease Agreement [Member]                                                          
Lessee operating lease term       3 years                                                  
Payments for rent       $ 2,176 $ 3,000                                                
From 2012 through the 2014 [Member]                                                          
Total litigation penalty amount                                                   $ 10,000      
Installment 1 [Member] | 2-Year Collaboration Agreement [Member]                                                          
Payment for services | €                                               € 5,000          
Installment 1 [Member] | Research Agreement [Member]                                                          
Payment for services                                   $ 18,407 € 18,200                    
Installment 2 [Member] | 2-Year Collaboration Agreement [Member]                                                          
Payment for services                                           $ 5,858 € 5,000            
Installment 2 [Member] | Research Agreement [Member]                                                          
Payment for services                               $ 8,091 € 8,000                        
Installment 3 [Member] | 2-Year Collaboration Agreement [Member]                                                          
Payment for services                                       $ 11,715 € 10,000                
Installment 3 [Member] | Research Agreement [Member]                                                          
Payment for services                           $ 7,080 € 7,000                            
Installment 4 [Member] | 2-Year Collaboration Agreement [Member]                                                          
Payment for services                               $ 11,715 € 10,000                        
Installment 4 [Member] | Research Agreement [Member]                                                          
Payment for services                       $ 10,114 € 10,000                                
Installment 5 [Member] | Research Agreement [Member]                                                          
Payment for services                   $ 10,114 € 10,000                                    
v3.24.3
RELATED PARTY TRANSACTIONS (Details Narrative)
1 Months Ended 3 Months Ended 12 Months Ended
Aug. 01, 2024
USD ($)
Jul. 05, 2023
USD ($)
$ / shares
shares
Oct. 26, 2022
USD ($)
Oct. 26, 2022
AUD ($)
Aug. 01, 2022
USD ($)
Aug. 01, 2022
AUD ($)
May 04, 2022
USD ($)
May 04, 2022
AUD ($)
Aug. 12, 2021
USD ($)
shares
May 14, 2019
USD ($)
$ / shares
shares
May 14, 2019
AUD ($)
shares
Mar. 16, 2018
USD ($)
Mar. 16, 2018
AUD ($)
Feb. 01, 2018
USD ($)
Feb. 01, 2018
AUD ($)
May 05, 2016
USD ($)
May 05, 2016
AUD ($)
Feb. 25, 2016
USD ($)
Feb. 25, 2016
AUD ($)
Feb. 25, 2015
USD ($)
Feb. 25, 2015
AUD ($)
Jan. 31, 2024
USD ($)
Jan. 31, 2024
AUD ($)
May 31, 2019
shares
Sep. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2024
AUD ($)
shares
Sep. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
shares
Jun. 30, 2024
AUD ($)
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2023
AUD ($)
Jun. 30, 2021
USD ($)
Jun. 30, 2021
AUD ($)
Sep. 30, 2024
AUD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
AUD ($)
Aug. 01, 2024
AUD ($)
Jun. 30, 2024
AUD ($)
May 31, 2024
USD ($)
May 04, 2024
Nov. 30, 2023
USD ($)
Jul. 05, 2023
AUD ($)
May 05, 2016
AUD ($)
Related Party Transaction [Line Items]                                                                                      
Payments for rent | $                                                 $ 8,317   $ 7,149                                
Investor loan, value                                                 $ 30,800                   $ 57,639 $ 85,000     $ 71,629   $ 71,629    
Debt instrument interest rate stated percentage   10.00%                                                                               10.00%  
Debt instrument strike price                                                 4.99% 4.99%                                  
Bonus payable                                           $ 102,195 $ 150,000         $ 16,070 $ 25,000 $ 48,905 $ 73,387                        
Exercise price | $ / shares                                                                                    
Granted exercise price | $ / shares                                                                                    
Accrued salaries                                                 $ 112,016     97,044           $ 161,500       $ 148,000          
Chief Executive Officer [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Payments form related party | $                                                                 $ 221,890                    
Bonus payable                                                               $ 166,418 $ 422,610                    
Remaining bonus amount                                                       145,599 $ 217,540 $ 71,929 $ 107,937                        
Restricted stock shares of common stock                                               0.078                                      
Maximum [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Debt instrument interest rate stated percentage                                                                               8.00%      
Loan Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Investor loan, value                                                       $ 79,811                 $ 150,000 $ 120,000          
Debt instrument maturity date Nov. 01, 2024                                                                                    
Debt instrument loan bears interest rate 12.00%                                                                                    
Debt instrument interest rate stated percentage 18.00%                                                     12.00%                 18.00% 12.00%          
Debt instrument strike price 35.00%                                                                                    
Letter Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Investor loan, value $ 98,060 $ 153,256                                                                               $ 230,000  
Debt instrument maturity date   Jul. 05, 2026                                                                                  
Debt instrument interest rate stated percentage   10.00%                                                                               10.00%  
Term of agreement   3 years                                                                                  
Issue of warrants   15,000,000                                                                                  
Share price | $ / shares   $ 0.01                                                                                  
Nathanielsz Employment Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Expired date                                       Feb. 25, 2019 Feb. 25, 2019                                            
Base salary per month | $                                         $ 25,000                                            
Annual salary     $ 414,900 $ 600,000                               $ 205,680 $ 300,000                                            
Percentage of pension of monthly salary                                                           9.50% 9.50%                        
Percentage of bonus of annual base salary                                                 200.00% 200.00%                                  
Nathanielsz Employment Agreement [Member] | Maximum [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Annual salary         $ 414,900 $ 600,000           $ 274,240 $ 400,000                                                            
Percentage of bonus of annual base salary                                       200.00% 200.00%       100.00% 100.00%                                  
Nathanielsz Employment Agreement [Member] | Minimum [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Annual salary         309,313 400,000           $ 205,680 $ 300,000                                                            
Mrs. Nathanielsz [Member] | Chief Executive Officer [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Bonus payable | $                                                               $ 316,957                      
Services Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Number of restricted stock unit vested, shares                                                 0.02 0.02   0.02 0.02                            
Services Agreement [Member] | Initial Kenyon RSUs [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Restricted stock shares of common stock                   0.02 0.02                                                                
Services Agreement [Member] | Additional Kenyon RSUs [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Restricted stock shares of common stock                   0.02 0.02                                                                
Employment Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Number of restricted stock unit vested, shares                                                 0.04 0.04                                  
Employment Agreement [Member] | Initial Nathanielsz RSUs [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Restricted stock shares of common stock                   0.04 0.04                                 0.04 0.04                            
Employment Agreement [Member] | Additional Nathanielsz RSUs [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Restricted stock unit issuable                   0.04 0.04                                                                
North Horizon Pty Ltd [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Lessee, operating lease, term of contract                               5 years                                                     5 years
Operating leases rent expense, minimum rentals                               $ 28,325 $ 39,600                                                    
Goods and service tax                               2,575 $ 3,600                                                    
Payments for rent                                                 $ 140,890 $ 203,129   $ 129,930 $ 194,129                            
North Horizon Pty Ltd [Member] | Three Year Operating Lease Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Payments for rent             $ 2,176 $ 3,000                                                                      
Former Director [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Loans from related party | $                                                 30,840     29,759                              
Due to related parties | $                                                 51,326     49,528                              
Nathanielsz [Member] | North Horizon Pty Ltd [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Operating leases, future minimum payments due                               $ 141,629                                                     $ 198,000
Mrs. Nathanielsz [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Annual salary                           $ 80,904 $ 120,000                                                        
Payments form related party                                                 $ 2,372 $ 3,557   $ 17,714   $ 3,344                          
James Nathanielsz [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Payments form related party                                   $ 3,205 $ 4,481                                                
Mr. Nathanielsz [Member] | Board of Directors [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Officers compensation         $ 96,810 $ 140,000     $ 177,840                                                                    
Debt conversion, converted instrument, shares issued                 5,928,000                                                                    
Mr. Nathanielsz [Member] | Employment Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Annual salary                   $ 309,313 $ 400,000                                                                
Option purchase shares                   0.04 0.04                                                                
Exercise price | $ / shares                   $ 4,675,000                                                                  
Market price                   110.00% 110.00%                                                                
Granted exercise price | $ / shares                   $ 4,250,000                                                                  
Option term                   10 years 10 years                                                                
Dr. Kenyon [Member] | Services Agreement [Member]                                                                                      
Related Party Transaction [Line Items]                                                                                      
Annual salary                   $ 41,580 $ 54,000                                                                
Agreement term                   3 years 3 years                                                                
Option purchase shares                   0.02 0.02                                                                
Exercise price | $ / shares                   $ 4,250,000                                                                  
Market price                   100.00% 100.00%                                                                
Option term                   10 years 10 years                                                                
v3.24.3
CONCENTRATIONS AND RISKS (Details Narrative) - USD ($)
3 Months Ended 12 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Concentration Risk [Line Items]      
Discounts and debt issuance cost $ 6,000 $ 34,500  
Proceeds from convertible debt $ 60,000 $ 220,000  
Convertible Debt Benchmark [Member] | Lender Concentration Risk [Member] | Lender One [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 28.00% 30.00%  
Convertible Debt Benchmark [Member] | Lender Concentration Risk [Member] | Lender Two [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 27.00% 14.00%  
Convertible Debt Benchmark [Member] | Lender Concentration Risk [Member] | Lender Three [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 45.00% 24.00%  
Convertible Debt Benchmark [Member] | Lender Concentration Risk [Member] | Lender Four [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage   32.00%  
Accounts Receivable [Member] | Credit Concentration Risk [Member] | Receivable [Member]      
Concentration Risk [Line Items]      
Concentration risk percentage 100.00%   100.00%
Lender One [Member]      
Concentration Risk [Line Items]      
Proceeds from convertible debt $ 60,000 $ 150,000  
Lender Two [Member]      
Concentration Risk [Line Items]      
Proceeds from convertible debt 57,639 70,000  
Lender Three [Member]      
Concentration Risk [Line Items]      
Proceeds from convertible debt $ 98,060 120,000  
Lender Four [Member]      
Concentration Risk [Line Items]      
Proceeds from convertible debt   $ 153,256  
v3.24.3
SCHEDULE OF FAIR VALUE MEASUREMENTS, RECURRING AND NONRECURRING, VALUATION TECHNIQUES (Details)
3 Months Ended
Sep. 30, 2024
Measurement Input, Price Volatility [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 282
Measurement Input, Price Volatility [Member] | New Derivative Instruments [Member] | Minimum [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 290
Measurement Input, Price Volatility [Member] | New Derivative Instruments [Member] | Maximum [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 316
Measurement Input, Expected Term [Member] | Minimum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, term 3 days
Measurement Input, Expected Term [Member] | Maximum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, term 5 months 19 days
Measurement Input, Expected Term [Member] | New Derivative Instruments [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, term 6 months
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 4.65
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 5.53
Measurement Input, Risk Free Interest Rate [Member] | New Derivative Instruments [Member] | Minimum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 4.43
Measurement Input, Risk Free Interest Rate [Member] | New Derivative Instruments [Member] | Maximum [Member] | Convertible Debt [Member]  
Derivative Instruments, Gain (Loss) [Line Items]  
Debt instrument, measurement input, percentages 4.88
v3.24.3
SCHEDULE OF FAIR VALUE, ASSETS AND LIABILITIES MEASURED ON RECURRING BASIS (Details) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Platform Operator, Crypto Asset [Line Items]    
Embedded conversion option liabilities $ 134,234 $ 133,886
Total 134,234 133,886
Fair Value, Inputs, Level 1 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Embedded conversion option liabilities
Total
Fair Value, Inputs, Level 2 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Embedded conversion option liabilities
Total
Fair Value, Inputs, Level 3 [Member]    
Platform Operator, Crypto Asset [Line Items]    
Embedded conversion option liabilities 134,234 133,886
Total $ 134,234 $ 133,886
v3.24.3
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($)
3 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Beginning balance $ 133,886  
Change in fair value included in statements of operations (52,787) $ (303,929)
Ending balance 134,234  
Derivative [Member]    
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]    
Beginning balance 133,886  
Initial fair value of embedded conversion option derivative liability recorded as debt discount 60,000  
Initial fair value of embedded conversion option derivative liability recorded as derivative expense 27,182  
Reduction of derivative liability upon debt conversion (34,047)  
Change in fair value included in statements of operations (52,787)  
Ending balance $ 134,234  
v3.24.3
DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)
Sep. 30, 2024
Jun. 30, 2024
Derivative Instruments, Gain (Loss) [Line Items]    
Share price $ 0.0003  
Convertible Debt [Member]    
Derivative Instruments, Gain (Loss) [Line Items]    
Convertible debt $ 145,700 $ 110,500
v3.24.3
SUBSEQUENT EVENTS (Details Narrative)
1 Months Ended
Oct. 30, 2024
USD ($)
$ / shares
shares
Sep. 30, 2024
USD ($)
Aug. 31, 2024
USD ($)
Aug. 31, 2024
AUD ($)
May 31, 2024
USD ($)
Nov. 30, 2023
USD ($)
Subsequent Event [Line Items]            
Principal amount   $ 30,800 $ 57,639 $ 85,000 $ 71,629 $ 71,629
Accrued interest   2,212        
Conversion fees   $ 798        
Subsequent Event [Member]            
Subsequent Event [Line Items]            
New issuance, shares | shares 101,877,166          
Debt instrument contractual conversion price | $ / shares $ 0.0001          
Principal amount $ 10,300          
Accrued interest 828          
Conversion fees $ 1,097          

Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Propanc Biopharma (PK) Charts.
Propanc Biopharma (PK) (USOTC:PPCB)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Propanc Biopharma (PK) Charts.