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 March 31, 2023

☐	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, a 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 May 12, 2023, there were 3,288,404,722 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.	Condensed Consolidated Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
	Signatures	8

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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets at March 31, 2023 (unaudited) and June 30, 2022	F-2

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2023 and 2022 (unaudited)	F-3

Condensed Consolidated Statements of Changes in Stockholders’ Deficit for each of the three and nine months in the periods ended March 31, 2023 and 2022 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 2023 and 2022 (unaudited)	F-6

Notes to the Condensed Consolidated Financial Statements (unaudited)	F-7

F-1

PROPANC BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2023			June 30, 2022
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	93,241		$	4,067
GST tax receivable		3,334			2,342
Prepaid expenses and other current assets		-			8,621

TOTAL CURRENT ASSETS		96,575			15,030

Security deposit - related party		2,009			2,075
Operating lease right-of-use assets, net - related party		44,524			62,523
Property and equipment, net		634			2,023

TOTAL ASSETS	$	143,742		$	81,651

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	918,195		$	943,023
Accrued expenses and other payables		687,454			466,115
Accrued interest		56,661			57,822
Loan payable		65,280			-
Convertible notes, net of discounts and including put premiums		519,718			926,438
Operating lease liability - related party, current portion		21,185			20,605
Embedded conversion option liabilities		132,501			151,262
Due to former director - related party		29,777			30,746
Loan from former director - related party		49,558			51,171
Employee benefit liability		579,888			415,799

TOTAL CURRENT LIABILITIES		3,060,217			3,062,981

NON-CURRENT LIABILITIES:
Operating lease liability - long-term portion - related party		24,939			42,319

TOTAL NON-CURRENT LIABILITIES		24,939			42,319

TOTAL LIABILITIES	$	3,085,156		$	3,105,300

Commitments and Contingencies (See Note 8)		-			-

STOCKHOLDERS’ DEFICIT:
Preferred stock, 1,500,005 shares authorized, $0.01 par value:
Series A preferred stock, $0.01 par value; 500,000 shares previously authorized; 0 and 500,000 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively	$	-		$	5,000
Series B preferred stock, $0.01 par value; 5 shares authorized; 1 share issued and outstanding as of March 31, 2023 and June 30, 2022		-			-
Preferred stock value
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 2,621,297,786 and 220,350,921 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		2,621,298			220,351
Common stock issuable (4,434 and 19,597,024 shares as of March 31, 2023 and June 30, 2022, respectively)		4			19,597
Additional paid-in capital		57,068,986			57,124,982
Subscription receivable		-			(23,758	)
Accumulated other comprehensive income		1,293,747			1,234,549
Accumulated deficit		(63,878,972	)		(61,557,893	)
Treasury stock (1 share)		(46,477	)		(46,477	)

TOTAL STOCKHOLDERS’ DEFICIT		(2,941,414	)		(3,023,649	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	143,742		$	81,651

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

F-2

PROPANC BIOPHARMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended March 31,						Nine months ended March 31,
	2023			2022			2023			2022

REVENUE
Revenue	$	-		$	-		$	-		$	-

OPERATING EXPENSES
Administration expenses		311,824			443,629			1,302,576			1,221,533
Occupancy expenses - related party		8,365			8,157			22,244			22,443
Research and development		66,020			50,395			242,223			147,702
TOTAL OPERATING EXPENSES		386,209			502,181			1,567,043			1,391,678

LOSS FROM OPERATIONS		(386,209	)		(502,181	)		(1,567,043	)		(1,391,678	)

OTHER INCOME (EXPENSE)
Interest expense		(157,208	)		(167,375	)		(418,579	)		(455,133	)
Interest income		8			-			27			-
Change in fair value of derivative liabilities		(238,367	)		165,365			(110,859	)		(2,392	)
Gain from settlement of accounts payable		-			-			17,499			-
Gain on extinguishment of debt, net		(10,724	)		-			32,186			-
Foreign currency transaction gain (loss)		(19,025	)		41,717			3,210			40,631
TOTAL OTHER EXPENSE, NET		(425,316	)		39,707			(476,516	)		(416,894	)

LOSS BEFORE TAXES		(811,525	)		(462,474	)		(2,043,559	)		(1,808,572	)

Tax benefit		1,716			(213	)		131,037			55,250

NET LOSS	$	(809,809	)	$	(462,687	)	$	(1,912,522	)	$	(1,753,322	)

Deemed Dividend		-			(237,389	)		(408,557	)		(445,631	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(809,809	)	$	(700,076	)	$	(2,321,079	)	$	(2,198,953	)

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.05	)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		1,924,073,522			66,353,881			1,115,848,071			47,561,123

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(809,809	)	$	(700,076	)	$	(2,321,079	)	$	(2,198,953	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation gain (loss)		40,614			(55,096	)		59,198			1,400

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)		40,614			(55,096	)		59,198			1,400

TOTAL COMPREHENSIVE LOSS	$	(769,195	)	$	(755,172	)	$	(2,261,881	)	$	(2,197,553	)

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

F-3

PROPANC BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED
MARCH 31, 2023 AND 2022

(Unaudited)

	No. of Shares		Value		No. of Shares		Value		No. of Shares		Value		No. of Shares				Value			Paid-in Capital			Subscription Receivable			Accumulated Deficit			Comprehensive Income		Treasury Stock			Stockholders’ Deficit
	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			Subscription Receivable			Accumulated Deficit			Comprehensive Income		Treasury Stock			Stockholders’ Deficit

Balance at June 30, 2021		500,000	$	5,000		1	$	-		14,055,393	$	14,056		59			$	-		$	54,074,110		$	-		$	(58,199,466	)	$	1,085,204	$	(46,477	)	$	(3,067,573	)

Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest		-		-		-		-		9,445,009		9,445		-				-			190,741			-			-			-		-			200,186

Issuance of common stock for services and accrued expenses		-		-		-		-		17,934,379		17,934		-				-			563,927			-			-			-		-			581,861

Issuance of common stock for exercise of warrants		-		-		-		-		6,875		7		2,500				2			374,991			(100,000	)		-			-		-			275,000

Issuance of common stock for alternate cashless exercise of warrants		-		-		-		-		2,399,988		2,400		1,999,990				2,000			(4,400	)		-			-			-		-			-

Reclassification of put premium upon debt conversion		-		-		-		-		-		-		-				-			109,643			-			-			-		-			109,643

Stock based compensation in connection with stock option grants		-		-		-		-		-		-		-				-			20,718			-			-			-		-			20,718

Foreign currency translation gain		-		-		-		-		-		-		-				-			-			-			-			64,193		-			64,193

Deemed dividend upon alternate cashless exercise of warrants		-		-		-		-		-		-		-				-			114,844			-			(114,844	)		-		-			-

Net loss for the three months ended September 30, 2021		-		-		-		-		-		-		-				-			-			-			(490,658	)		-		-			(490,658	)

Balance at September 30, 2021		500,000		5,000		1		-		43,841,644		43,842		2,002,549				2,002			55,444,574			(100,000	)		(58,804,968	)		1,149,397		(46,477	)		(2,306,630	)

Issuance of common stock for conversion of convertible debt and accrued interest		-		-		-		-		-		-		1,818,097				1,818			-			-			24,908			-		-			26,726

Issuance of common stock for deferred offering cost		-		-		-		-		1,000,000		1,000		-				-			19,000			-			-			-		-			20,000

Issuance of common stock for exercise of warrants		-		-		-		-		2,500		2		(2,500	)			(2	)		-			100,000			-			-		-			100,000

Issuance of common stock for alternate cashless exercise of warrants		-		-		-		-		6,399,968		6,400		(1,999,990	)			(2,000	)		(4,400	)		-			-			-		-			-

Reclassification of put premium upon debt conversion		-		-		-		-		-		-		-		&#