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, 2024

☐	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 May 13, 2024, there were 167,978,843 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	8
Item 4.	Controls and Procedures	8

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	10
Item 5.	Other Information	10
Item 6.	Exhibits	10
	Signatures	11

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 March 31, 2024 (unaudited) and June 30, 2023	F-2

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended March 31, 2024 and 2023 (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, 2024 and 2023 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for the nine months ended March 31, 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

	March 31, 2024			June 30, 2023
	(Unaudited)
ASSETS

CURRENT ASSETS:
Cash	$	6,222		$	10,047
GST tax receivable		5,265			2,867
Prepaid expenses and other current assets		1,368			6,125

TOTAL CURRENT ASSETS		12,855			19,039

Security deposit - related party		1,955			1,999
Operating lease right-of-use assets, net - related party		22,527			38,988
Property and equipment, net		-			302

TOTAL ASSETS	$	37,337		$	60,328

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	1,187,714		$	966,718
Accrued expenses and other payables		765,828			579,707
Accrued interest		83,310			44,709
Loan payable		65,280			65,280
Loans payable - related party		32,616			-
Loans payable		32,616			-
Note payable, net of discount		132,000			-
Convertible notes, net of discounts and including put premiums		582,951			390,539
Operating lease liability - related party, current portion		22,323			21,505
Embedded conversion option liabilities		128,432			423,209
Due to former director - related party		28,972			29,630
Loan from former director - related party		48,218			49,314
Employee benefit liability		610,340			587,618

TOTAL CURRENT LIABILITIES		3,687,984			3,158,229

NON-CURRENT LIABILITIES:
Loan payable - long-term - related party, net of discount		46,928			-
Operating lease liability - long-term portion - related party		1,942			19,278

TOTAL NON-CURRENT LIABILITIES		48,870			19,278

TOTAL LIABILITIES	$	3,736,854		$	3,177,507

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 shares issued and outstanding as of March 31, 2024 and June 30, 2023	$	-		$	-
Series B preferred stock, $0.01 par value; 5 shares authorized; 1 share issued and outstanding as of March 31, 2024 and June 30, 2023		-			-
Preferred stock, value		-			-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 109,706,411 and 6,031,250 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively		109,706			6,031
Common stock issuable (0 and 1,621,653 shares as of March 31, 2024 and June 30, 2023, respectively)		-			1,621
Additional paid-in capital		61,237,446			60,311,502
Accumulated other comprehensive income		1,339,450			1,294,876
Accumulated deficit		(66,339,642	)		(64,684,732	)
Treasury stock ($0.001 share)		(46,477	)		(46,477	)

TOTAL STOCKHOLDERS’ DEFICIT		(3,699,517	)		(3,117,179	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	37,337		$	60,328

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			2024			2023
	For the three months ended March 31,						For the nine months ended March 31,
	2024			2023			2024			2023

REVENUE
Revenue	$	-		$	-		$	-		$	-

OPERATING EXPENSES
Administration expenses		348,841			311,824			1,060,854			1,302,576
Occupancy expenses - related party		6,578			8,365			19,584			22,244
Research and development		65,448			66,020			195,712			242,223
TOTAL OPERATING EXPENSES		420,867			386,209			1,276,150			1,567,043

LOSS FROM OPERATIONS		(420,867	)		(386,209	)		(1,276,150	)		(1,567,043	)

OTHER INCOME (EXPENSE)
Interest expense		(133,141	)		(157,208	)		(575,837	)		(418,579	)
Interest income		27			8			60			27
Derivative expense		-			-			(123,379	)		-
Change in fair value of derivative liabilities		70,213			(238,367	)		372,371			(110,859	)
Gain from settlement of accounts payable		-			-			-			17,499
Gain (loss) on extinguishment of debt, net		(6,781	)		(10,724	)		27,318			32,186
Foreign currency transaction gain (loss)		(36,426	)		(19,025	)		(15,228	)		3,210
TOTAL OTHER INCOME (EXPENSE), NET		(106,108	)		(425,316	)		(314,695	)		(476,516	)

LOSS BEFORE TAXES		(526,975	)		(811,525	)		(1,590,845	)		(2,043,559	)

Tax benefit		275			1,716			128,895			131,037

NET LOSS	$	(526,700	)	$	(809,809	)	$	(1,461,950	)	$	(1,912,522	)

Deemed Dividend		(15,800	)		-			(192,960	)		(408,557	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(542,500	)	$	(809,809	)	$	(1,654,910	)	$	(2,321,079	)

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS	$	(0.01	)	$	(0.42	)	$	(0.05	)	$	(2.08	)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		59,639,618			1,924,074			31,378,516			1,115,848

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(542,500	)	$	(809,809	)	$	(1,654,910	)	$	(2,321,079	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation gain (loss)		105,380			40,614			44,574			59,198

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)		105,380			40,614			44,574			59,198

TOTAL COMPREHENSIVE LOSS	$	(437,120	)	$	(769,195	)	$	(1,610,336	)	$	(2,261,881	)

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 AND NINE MONTHS ENDED MARCH 31, 2024 AND 2023

(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, 2022		500,000	$	5,000		1	$	-		220,351	$	220		19,598		$	20		$	57,364,690		$	(23,758	)	$	(61,557,893	)	$	1,234,549	$	(46,477	)	$	(3,023,649	)

Issuance of common stock for cash		-		-		-		-		14,337		14		-			-			24,697			23,758			-			-		-			48,469

Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest		-		-		-		-		264,493		264		-			-			456,675			-			-			-		-			456,939

Issuance of common stock for issuable shares		-		-		-		-		19,597		20		(19,598	)		(20	)		-			-			-			-		-			-

Issuance of common stock for exercise of warrants		-		-		-		-		1		-		1			-			100,000			-			-			-		-			100,000

Issuance of common stock for alternate cashless exercise of warrants		-		-		-		-		158,399		158		-			-			(158	)		-			-			-		-			-

Reclassification of put premium upon debt conversion		-		-		-		-		-		-		-			-			133,646			-			-			-		-			133,646

Stock based compensation in connection with stock warrant grant		-		-		-		-		-		-		-			-			2,408			-			-			-		-			2,408

Warrant grant for settlement of accounts payable		-		-		-		-		-		-		-			-			5,551			-			-			-		-			5,551

Foreign currency translation gain		-		-		-		-		-		-		-			-			-			-			-			126,396		-			126,396

Deemed dividend upon alternate cashless exercise of warrants		-		-		-		-		-		-		-			-			389,235			-			(389,235	)		-		-			-

Net loss for the three months ended September 30, 2022		-		-		-		-		-		-		-			-			-			-			(617,295	)		-		-			(617,295	)

Balance at September 30, 2022		500,000		5,000		1		-		677,178		677		1			-			58,476,743			-			(62,564,423	)		1,360,945		(46,477	)		(2,767,535	)

Issuance of common stock for conversion of convertible debt, conversion fee and accrued interest		-		-		-		-		380,506		381		-			-			165,310			-			-			-		-			165,691

Issuance of common stock for issuable shares		-		-		-		-		1		-		(1	)		-			-			-			-			-		-			-

Issuance of common stock for exercise of warrants		-		-		-		-		3		-		-			-			100,000			-			-			-		-			100,000

Issuance of common stock for alternate cashless exercise of warrants		-		-		-		-		33,600		34		-			-			(34	)		-			-			-		-			-

Issuance of common stock for services		-		-		-		-		79,412		79