PPCB 10-K & 10-Q changes, risk factors and insider trading
Propanc Biopharma, Inc. · Nasdaq · Pharmaceutical Preparations · CIK 1517681 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
We are not required to provide this information as we are a smaller reporting company.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Compensation and Related Taxes”
New heading “Professional and Consulting Expense”
New heading “Change in Fair Value of Warrant Liability”
New heading “Settlement Expense”
New heading “Net Cash Flow from Investing Activities”
Largest changes
Interest expense decreased to $430,539 for the year ended June 30, 2026, as compared to $563,757 for the year ended June 30,see in full comparison2025, as compared to $665,841 for the year ended June 30, 2024.2025. Interest expense is primarily comprised of approximately$304,000$210,000 of debt discountamortizationamortization, accretion of put premium of approximately $37,000, default and prepayment penalty fees of approximately $53,000 and$255,000 ofinterest expense from accrual of interest expense and other financing fees of approximately $131,000 for the year ended June 30,2025.2026. This decrease in interest expense of approximately$102,000$133,000iswas primarily attributableattributableto theincreasedecreaseof approximately $280,000 in accretion of put offset by increasein amortization of debt discount of approximately$10,000$93,000, andincreasedecrease inaccrual ofoverall interest expense due to the repayments ofapproximatelyall$176,000.convertible notes, notes payable and loans payable.
“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. …”see in full comparison
Full comparison: every changed paragraph (45)
Administration expense increased to $670,607 for the year ended June 30, 2026 as compared to $108,950 for the year ended June 30, 2025. This increase of approximately $562,000 is primarily attributable to the increase in public company expenses of approximately $113,000, business franchise tax of approximately $200,000, insurance expense of approximately $58,000, travel expenses of approximately $144,000 and marketing expense of approximately $32,000. The overall increase in administration expenses during fiscal year 2026 was primarily attributable to increased costs associated with the Company’s listing on the Nasdaq Capital Market, including higher regulatory and compliance costs, insurance expenses, and other public company-related expenditures.
Compensation and Related Taxes
AdministrationCompensation
expensesand related taxes increased to $57,027,850$2,275,937 for the year ended June 30, 2025,2026 as compared to $1,253,797$23,296,390 for the year ended June 30, 2024.2025.
This This
increasedecrease of approximately $55,774,000$21,020,000 is primarily attributable to the increasedecrease in stock-based compensation expenses of approximately
approximately $37,800,000$21,260,000 to our officersofficer and an employee,employee stockoffset basedby consultingincrease andin legal servicesbonus of approximatelyour $18,169,000,
increase of approximately $1,000 in employee remuneration expense,CEO and increase in otherbase general and administrative expenses of
approximately $1,000 offset by decreasesalary of approximatelyan $103,000employee induring generalthe
year consulting,ended legalJune and30, investor relation fees, decrease
in accounting fees of approximately $4,000, and decrease in marketing expense of approximately $90,000.2026.
Professional and Consulting Expense
Professional and consulting expenses decreased to $14,572,616 for the year ended June 30, 2026 as compared to $33,623,000 for the year ended June 30, 2025. This decrease of approximately $19,050,000 is primarily attributable to the decrease in stock-based consulting and stock-based legal services of approximately $21,217,000 offset by primarily by increases in general consulting and investor relations expenses of approximately $1,582,000, increase in legal fees of approximately $380,000, increase director fees of approximately $145,000 and increase in accounting fees of approximately $60,000. The overall increase in professional and consulting expenses during fiscal year 2026 was primarily attributable to increased costs associated with the Company’s listing on the Nasdaq Capital Market, including higher consulting fees and other costs associated with the preparation and filing of registration statements.
Occupancy
expenses decreasedincreased to $40,932 for the year ended June 30, 2026 as compared to $26,560 for the year ended June 30, 2025, as compared to $34,150 for the year ended June 30, 2024.2025. This decreaseincrease
ofin approximatelyboth $8,000periods isare primarily attributable to exchangethe rateincrease movementsof overmonthly rental fees as a result of the periodlease whenrenewal compared towith the samerelated periodparty
lessor in 2024.May 2025.
Research
and development expenses decreasedincreased to $625,477 for the year ended June 30, 2026 as compared to $223,721 for the year ended June 30, 20252025,
an as compared to $248,102 for the year ended June
30, 2024, a decreaseincrease in research and development expenses of approximately $24,000.$402,000.
Such research and development expenses are related to the advancement of the Company’s lead asset, PRP, along with the development of pathway into clinical development stage. This includes preparation of PRP for a Phase 1b First-In-Human study in 30 - 40 advanced cancer patients suffering from solid tumors. Preparatory activities include the identification and selection of a GMP manufacturer to produce the finished drug product for the upcoming study, initiation of method development and validation of a pharmacokinetics method to analyze PRP in human serum and finalization of the clinical trial synopsis as well as future forecast compound demand required for GMP manufacture for the Phase 1B study. The Company also initiated a further two-year extension of the POP1 research program for the evaluation of a senescence-modulating (i.e., anti-aging) compound using proenzyme technology to mitigate senescence and to complete experiments to further support the claims of recently filed fibrosis and cancer-related patent applications.
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. The overall decrease in research and development expenses is primarily related to our cost-cutting
measures due to lack of working capital funding. Further research and development collaborations are currently under negotiation with
the University of Jaén and other contract research organizations in preparation for upcoming available working capital for future
research and development expenses.
Interest
expense decreased to $430,539 for the year ended June 30, 2026, as compared to $563,757 for the year ended June 30, 2025, as compared to $665,841 for the year ended June 30, 2024.2025. Interest expense
is primarily comprised of approximately $304,000$210,000 of debt discount amortizationamortization, accretion of put premium of approximately $37,000, default
and prepayment penalty fees of approximately $53,000 and $255,000 of interest expense from accrual of interest
expense and other financing fees of
approximately $131,000 for the year ended June 30, 2025.2026. This decrease in interest expense of approximately $102,000$133,000 iswas primarily attributable
attributable to the increase decrease of approximately $280,000 in accretion of put offset by increase in amortization of debt discount
of approximately $10,000$93,000, and increasedecrease in accrual ofoverall interest expense due to the repayments
of approximatelyall $176,000.convertible notes, notes payable and loans payable.
Derivative
expensesexpense were increaseddecreased to $0 for the year ended June 30, 2026 as compared to a loss of $333,596 for the year ended June 30, 2025, as compared to expense of $141,012 for the year ended June 30,
2024.2025. This increase decrease
is primarily attributable to the increasedecrease in the issuance of convertible notes which initial value was
bifurcated from the embedded conversion
option and was recorded as derivative expenseexpense.
Change
in fair value of derivative liabilities decreased to a gain of $212,450$13,709 for the year ended June 30, 2025,2026 as compared to a gain of
$316,537$212,450 for the
year ended June 30, 2024.2025. This decrease in gain of approximately $104,000$199,000 is primarily attributable to the decrease
in fair value of the
principal amount of convertible notes with bifurcated embedded conversion option derivatives becauseas a result of the
decrease in stocknumber pricesof
convertible notes which value was bifurcated from the embedded conversion option during the year ended June 30, 2025.2026.
Change in Fair Value of Warrant Liability
Change in fair value of warrant liability increased to a loss of $99,695 for the year ended June 30, 2026, respectively, as compared to $0 for the prior period. The increase in loss is primarily attributable to the increase in fair value of the warrant liability as a result of the decrease in our stock price during the year ended June 30, 2026.
During the year ended June 30, 2026, convertible notes with principal aggregate amount of convertible notes of $200,650, accrued interest of $20,003 and conversion fees of $3,280 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $444,258, resulting in a loss on extinguishment at the time of conversion of $220,325 and $390,182 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $169,857 which is included in gain (loss) on extinguishment of debt in the accompanying consolidated statements of operations.
Additionally, on January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 15,792 shares of common stock valued at approximately $13 per share or $200,000 in exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484, resulting in a loss on extinguishment of debt at the time of exchange of $74,236. We also repaid in cash the principal balance of a certain convertible note and as a result $37,450 of the put premium was recorded into gain on extinguishment of debt during the year ended June 30, 2026.
Between
January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,0002,040 shares of common stock to certain vendors in exchange for
payment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements. Those shares were valued at an average
price of $8.58approximately $214 or $437,500, being the closing prices of the stock on the date of grants. Common stock issuable of 7,750310 shares
shall shall
be issued due to the reduced offering price provision as defined in the debt exchange agreement to such vendor. Accordingly, the
fair fair
market value of the shares issued and issuable was $468,500, resulting in a loss on extinguishment of debt at the time of exchange
of of
$339,146 during the year ended June 30, 2025.
Settlement Expense
Settlement expense increased to $320,000 for the year ended June 30, 2026 as compared to $0 for the year ended June 30, 2025. The increase is primarily attributable to the following:
- On January 23, 2026, we entered into a settlement agreement and release with an underwriter pursuant to which we agreed that, during the 360-day period following the public offering (the “Lock-up Period”), we would not, without the prior consent of the underwriter, offer or sell any securities or file any registration statement with the Commission relating to the offering of any shares. Under the terms of the settlement agreement, we agreed to pay an initial settlement amount of $50,000, as well as 4% of the gross proceeds received from any additional closings. During the year ended June 30, 2026, we paid $170,000 as settlement fee.
- On June 30, 2026, we entered into a settlement agreement and release with an investor, pursuant to which the both parties agreed to resolve the disputed claims, in exchange for dismissal and complete release of all claims, the Company agrees to: (i) make a cash payment of $75,000; and (ii) issue common shares which, on the date of issuance, have an aggregate value of $75,000 (the “Settlement Payment”) During the year ended June 30, 2026, we recognized $150,000 of settlement expenses.
During
the year ended June 30, 2024, convertible notes with principal aggregate amount of convertible notes of $130,800, accrued interest of
$8,700 and conversion fees of $3,832 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly,
the fair market value of the shares issued upon conversion was $352,565, resulting in a loss on extinguishment at the time of conversion
of $209,233 and $263,798 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting
in a net loss of $54,565 which is included in gain on extinguishment of debt in the accompanying consolidated statements of operations.
Foreign
currency transaction gain (loss) decreasedincreased to a gain of $32,152 for the year ended June 30, 2026 as compared to a loss of $(89,243) for
the year ended June 30, 2025, as compared to a gain of $22,080
for the year ended June 30, 2024.2025. This decreaseincrease of approximately $111,000$121,000 is partially attributable to the decreaseincrease in exchange
rates during
the year ended June 30, 2025.2026.
Net
loss increaseddecreased to $18,862,710 for the year ended June 30, 2026 as compared to a net loss of $58,923,300 for the year ended June 30, 2025, as compared to a net loss of $1,820,528 for the year ended June 30,2025.
2024. The change relates to the factors discussed above.
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.
The
Company paid legal fees related to the sale of our Series C preferred stock of $50,000 and accreted $882,246 up to the redemption value
of the Series C Preferred stock. Accordingly,
the Company recognized total deemed dividendsdividend of $0$932,246 and $192,960$0 during the yearyears ended
June 30, 2025,2026 and 2024,2025, respectively, withand a
corresponding reduction of income available to common stockholders uponduring the alternate cashless exercise of these warrants during the
yearyears ended
June 30, 2024.2026 and 2025.
Net
loss available to common stockholders increased to $19,794,956 for the year ended June 30, 2026 as compared to a net loss available to
common stockholders of $58,923,300 for the year ended June 30, 2025, as compared to a net loss available
to common stockholders of $2,013,488 for the year ended June 30, 2024.2025. This increasedecrease of approximately $56,910,000$39,000,000 is primarily attributable
attributable to the change relates to the factors discussed above.
As
of June 30, 2026, we had total assets of $12,799,912, comprised primarily of cash of $832,006, GST tax receivable of $13,694, prepaid
expenses – current portion of $7,661,967, other current assets of $34,923, security deposit of $2,074, operating lease ROU asset,
net of $40,790, property and equipment, net of $3,915 and prepaid expenses – long-term of $4,190,543. As compared to June 30, 2025,
we had total assets of $19,631,808, comprised primarily of cash of $12,088, GST tax receivable of $5,302, prepaid expenses
– current
portion of $8,334,046, other current assets of $1,380, security deposit of $1,971, deferred offering cost of $291,773,
operating lease
ROU asset, net of $59,413 and prepaid expenses – long-term of $10,925,835. As of 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 $3,354,433, primarily comprised of accounts payable and accrued expenses of $2,115,097, employee benefit liability
of $754,038, loans payable – related party of $460,809, and operating lease liability of $24,489 as of June 30, 2026. As compared
to June 30, 2025, $5,578,240, primarily comprised of net convertible debt of $537,921, accounts payablepayable, accrued expenses and accrued
expensesinterest of $2,926,941, employee benefit liability of $667,901, loans payable of $65,280, loans payable – related party of $415,329,
$415,329, note payable, net of $543,312, embedded conversion option liabilities of $403,892 and operating lease liability of $17,664
as of June 30, 2025. As compared to June 30, 2024, we had current liabilities of $3,792,780, primarily comprised of net convertible
debt of $399,325, accounts payable and accrued expenses of $2,100,135, 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.$17,664.
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, compensation expenses, administration expenses, occupancy expenses, professional and consulting
fees, consultants and travel.
During the year ended June 30, 2026, we received proceeds from the sale of our common stock for approximately $3.3 million, sale of our Series C preferred stock for approximately $950,000, proceeds from exercise of Series C warrants of $3,000,000 and proceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.
During
the year ended June 30, 2025, we received proceeds from issuance of notes of $320,000, proceeds from convertible notes of $222,500,
proceeds from issuance of loans payable from related parties of $343,700 and repaid convertible note and notes payable for a total
of $130,788. During the year ended June 30, 2024, we received proceeds from sale of common stock of $23,057, proceeds from issuance of notes of $190,000,
proceeds from convertible notes of $567,050, proceeds from issuance of loans payable including to related parties for a total of $304,696,
and repaid convertible note of $142,909.
Net cash used in operating activities was $5,682,635 for the year ended June 30, 2026, due to our net loss of $18,862,710 offset primarily non-cash charges of amortization of debt discount of $210,076, accretion of put premium of $37,450, non-cash interest expense of $6,781, change in fair value of warrant liability of $99,695, total stock-based expenses for services of $13,492,240, and stock-based settlement of $75,000, addback foreign currency transaction loss of $32,152, loss from extinguishment of debt of $133,071 and change in fair value of derivatives of $13,709. Net changes in operating assets and liabilities totaled $584,938, which is primarily attributable to an increase in prepaid expenses of $41,121, decrease in accounts payable of $183,012, and decrease in accrued expenses and other payables of $401,049 offset by increase in employee benefit liability of $51,476.
Net Cash Flow from Investing Activities
Net cash used in investing activities was $4,933 for the year ended June 30, 2026, related to purchase of equipment, as compared to $0 for the year ended June 30, 2025.
Net
cash used in operating activities was $935,118 for the year ended June 30, 2024, due to our net loss of $1,820,528 offset primarily by
non-cash charges of amortization of debt discount of $294,005, non-cash interest expense of $3,832, accretion of put premium of $279,711,
derivative expense of $141,012, addback change in fair value of derivatives of $316,537, foreign currency transaction gain of $22,080,
and gain from extinguishment of debt of $54,565. Net changes in operating assets and liabilities totaled $538,376, which is primarily
attributable to increase accrued interest of $78,733, increase in accounts payable of $242,408, and increase in accrued expenses and
other payables of $209,962.
Net
cash provided by financing activities for the year ended June 30, 20252026 were $490,756$6,457,298 as compared to $941,894$490,756 for the year ended June
30, 2024.2025. During the year ended June 30, 20242026 we received net proceeds from sales of our common stock for $3,314,458 and Series C preferred
stock for $950,099, proceeds from exercise of Series C warrants of $3,000,000, proceeds from issuance of convertible notes of $222,500, proceeds from
a note of $320,000$175,000 and proceeds
from issuance of loan from related parties of $343,700$78,249 offset by repayment of notes of $122,788 and
convertible note of $8,000$875,127 and deferredloans offeringpayable cost– related party
of $264,656.$185,381.
Net
cash provided by financing activities for the year ended June 30, 20242025 was $941,894.$490,756. During the year ended June 30, 20242025 we received
net proceeds from issuance of convertible notes of $567,050,$222,500, proceeds from a note of $320,000 and proceeds from issuance of noteloan from
related parties of $190,000, total proceeds from issuance
of loans including from a related party of $304,696, proceeds from the sale of shares of our common stock of $23,057$343,700 offset by repayment
of notes of $122,788 and convertible note of $142,909.$8,000 and deferred offering cost of $264,656.
The
effect of the exchange rate on cash resulted in a $50,188 positive adjustment to cash flows in the year ended June 30, 2026 as compared
to a $94,585 negative adjustment to cash flows in the year ended June 30, 2025 as compared
to a $4,262 positive adjustment to cash flows in the year ended June 30, 2024.2025. 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.
Warrant Liability: The Company accounted for the Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classified these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. This liability was re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of these warrants was estimated using a Monte Carlo simulation model. Such warrant classification was also subject to re-evaluation at each reporting period.
Series C Preferred Stock Subject to Possible Redemption: The Company accounted for its Series C Convertible Preferred Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Conditionally redeemable Series C Preferred stock that features mandatory redemption rights not solely within the Company’s control is classified as temporary equity. The Company’s Series C Preferred stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Series C preferred stock subject to possible redemption was presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheets.
Prepaid
expenses – current portion and long-term portion ofconsist $8,334,046 and $10,925,835, respectively, at June 30, 2025, consist
primarily of costs paid for future services which will occur between 6 months1
month to three years. Prepaid expenses principally include prepayments
in fully vested, non-forfeitable equity instruments for general
consulting, investor relations, and business advisory services, which
are being amortized over the terms of their respective agreements.
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, 20252026 and 2024.2025. 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.
During the year ended June 30, 2026, we received proceeds from the sale of our common stock for approximately $3.3 million, sale of our Series C preferred stock for approximately $950,000, proceeds from exercise of Series C warrants of $3,000,000 and proceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.
On
August 18, 2025, the Company sold 1,000,000 shares of common stock for total gross proceeds of $4,000,000. After deducting the underwriting
commissions and offering expenses, the Company received net proceeds of $3,340,000.
What changed in the latest 10-Q
Risk Factors
We are not required to provide this information as we are a smaller reporting company.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“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. …”see in full comparison
“On March 24, 2026, a multi-year Joint Research Collaboration Agreement was established with the Universities of Jaén (UJA) and Granada (UGR), Spain. The collaboration involves the evaluation of a senescence-modulating (i.e., anti-aging) compound to mitigate senescence and to complete experiments to further support the claims of recently filed fibrosis and cancer related patent applications, requested by Propanc Biopharma Inc. to the research group “Biological Technologies of The University of Jaén” and UGR’s Research Group, “Advanced Therapies: Differentiation, Regeneration and Cancer.” Prof. …”see in full comparison
“On December 1, 2025, two provisional patents were filed detailing new methods to treat resistant cancer and fibrosis. These discoveries stem from our Joint Research and Drug Discovery program with the Universities of Jaén and Granada in Spain and are expected to be filed subsequently in key global jurisdictions. The first provisional patent covers methods for treating cancers that have developed resistance to chemotherapy and/or radiotherapy. Despite advancements in cancer therapies, global mortality rates remain high, and strategies to prevent recurrence are urgently needed. …”see in full comparison
For the Three andsee in full comparisonSixNine months endedDecemberMarch 31,2025,2026, as compared to the Three andSixNine months endedDecemberMarch 31,2024.2025.
“On March 10, 2026, the Company executed a service agreement with FyoniBio GmbH (formerly Glycotope, est. 2010), a German Contract Development Organization (CDO) based in Berlin for establishing and validating a liquid chromatography-mass spectrometry (LC-MS) based pharmacokinetics (PK) assay. …”see in full comparison
“On December 22, 2025, the Company and its joint research partners at the Universities of Jaén and Granada published key findings in a peer reviewed journal, Scientific Reports, regarding the impact of proenzymes on pancreatic ductal adenocarcinoma (PDAC) fibroblasts. From the publishers of Nature, Scientific Reports is an online, open access journal, which publishes primary research from all areas of the natural and clinical sciences. The article is entitled, “Impact of pancreatic proenzymes on pancreatic ductal adenocarcinoma associated fibroblasts,” and available online. …”see in full comparison
Full comparison: every changed paragraph (43)
The
following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its
wholly-owned wholly-owned
Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of December March
31, 20252026 and
for the sixthree and nine months ended DecemberMarch 31, 20252026 and 20242025 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 December
March 31, 20252026 (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.
On
November 4, 2025 (the “Closing Date”), the Company completed a private placement pursuant to a Securities Purchase Agreement
with Hexstone Capital LLC (“Hexstone”). At closing, Hexstone purchased 100 shares of Series C Preferred Stock, par value
$0.001, with a stated value of $10,000 per share, for total gross proceeds of $1,000,099. In connection with the transaction, the Company
also issued warrants to purchase up to 9,900 additional shares of Series C Preferred Stock.
On
December 1, 2025, two provisional patents were filed detailing new methods to treat resistant cancer and fibrosis. These discoveries
stem from our Joint Research and Drug Discovery program with the Universities of Jaén and Granada in Spain and are expected to
be filed subsequently in key global jurisdictions. The first provisional patent covers methods for treating cancers that have developed
resistance to chemotherapy and/or radiotherapy. Despite advancements in cancer therapies, global mortality rates remain high, and strategies
to prevent recurrence are urgently needed. Treatment failure frequently occurs due to the emergence of multiple malignancies and resistance
to standard therapies, underscoring the need for novel approaches. The second provisional patent relates to compositions, methods, uses,
and kits for the treatment of fibrosis, particularly organ fibrosis. Fibrosis is characterized by the excessive accumulation of scar
tissue due to over-deposition of extracellular matrix (ECM) components, leading to stiffening, loss of function, and structural disruption
of affected tissues. This maladaptive response can result from chronic injury or persistent inflammation and can impact nearly any organ
system, including the lungs, liver, kidneys, and heart—contributing significantly to morbidity and mortality. Causes may include
chronic inflammation, autoimmune and allergic responses, chemical insults, radiation, and tissue damage. For example, life expectancy
following myocardial infarction-related scarring ranges from 3 to 8 years (ages 65–74), and for lung fibrosis patients is typically
3 to 5 years.
On
December 22, 2025, the Company and its joint research partners at the Universities of Jaén and Granada published key findings
in a peer reviewed journal, Scientific Reports, regarding the impact of proenzymes on pancreatic ductal adenocarcinoma (PDAC) fibroblasts.
From the publishers of Nature, Scientific Reports is an online, open access journal, which publishes primary research from all areas
of the natural and clinical sciences. The article is entitled, “Impact of pancreatic proenzymes on pancreatic ductal adenocarcinoma
associated fibroblasts,” and available online. The tumor microenvironment (TME) plays a pivotal role in tumor initiation, progression,
and the form of pre-metastatic niches. PDAC is characterized by a dense fibrotic stroma containing a significant enriched population
of cancer-associated fibroblasts (CAFs). The interplay between CAFs and tumor cells is crucial in driving tumor advancement and metastasis,
underscoring the potential benefits of novel therapeutic strategies targeting stromal cells to improve patient survival. PRP, consisting
of two bovine derived pancreatic proenzymes, trypsinogen and chymotrypsinogen, have shown efficacy in cancer treatment. The findings
demonstrate PRP exerts multifaceted effects. Results underscore the candidacy of PRP as a potential disruptor of the TME.
On
January 20, 2026, a new provisional patent application was filed for methods of producing trypinsogen and chymotrypsinogen with IP Australia.
The patent application describes an optimized expression system to produce a world-first fully synthetic recombinant version of PRP,
a long-term therapy for the treatment and prevention of metastatic cancer from solid tumors. A fully synthetic version of trypsinogen
and chymotrypsinogen, called Rec-PRP, could have additional benefits to a global healthcare system that further capitalizes on a new
therapeutic approach to treating cancer. For example, both proenzymes are synthesized by an in vivo (living organism) expression system,
such as yeast cells, to produce proteins that could be maintained for long periods of time without suffering degradation in the absence
of refrigeration. This is useful for a longer self-lifeshelf-life as well as global distribution, particularly in warmer climates and developing
regions where refrigeration is not available. Further, the program could produce large quantities of trypsinogen and chymotrypsinogen
for commercial use that exhibits minimal variation between lots and without sourcing from animals. Therefore, management believes a fully
synthetic recombinant version of PRP would have tremendous implications from a regulatory perspective, but also a practical, commercial
benefit for global distribution.
On March 10, 2026, the Company executed a service agreement with FyoniBio GmbH (formerly Glycotope, est. 2010), a German Contract Development Organization (CDO) based in Berlin for establishing and validating a liquid chromatography-mass spectrometry (LC-MS) based pharmacokinetics (PK) assay. The objective is to quantify the Company’s lead asset, PRP, consisting of two proenzymes trypsinogen and chymotrypsinogen, as well as their activated enzyme forms trypsin and chymotrypsin from human serum during the Phase 1b, First-In-Human (FIH) study in advanced cancer patients suffering from solid tumors. The purpose and design of the study will be used as an important tool to measure the concentration of PRP and its analytes over time upon administration to advanced cancer patients suffering from solid tumors. Results from the PK assay will evaluate the systemic concentration of PRP sufficient to expect anti-tumor activity in patients whilst carefully evaluating their response according to safety and tolerability parameters. Secondary efficacy endpoints will also be observed to support duration of treatment for responders. The LC-MS PK assay should offer a robust method to quantify all four analytes in patients’ serum with a maximum sensitivity of at least 0.1µg/mL, sufficient to monitor the concentration of PRP in patients during the FIH study.
On March 24, 2026, a multi-year Joint Research Collaboration Agreement was established with the Universities of Jaén (UJA) and Granada (UGR), Spain. The collaboration involves the evaluation of a senescence-modulating (i.e., anti-aging) compound to mitigate senescence and to complete experiments to further support the claims of recently filed fibrosis and cancer related patent applications, requested by Propanc Biopharma Inc. to the research group “Biological Technologies of The University of Jaén” and UGR’s Research Group, “Advanced Therapies: Differentiation, Regeneration and Cancer.” Prof. Macarena Perán Quesada, University of Jaén, will oversee management and coordination functions of the working team and will be the scientist in charge of the project appointed by the university. Two Postdoctoral Fellows of the UJA, Dr Maria Belén Toledo and Dr Aitor González-Titos will conduct the study, including in vitro and in vivo experiments, data analysis, and manuscript preparation. Prof. Juan Antonio Marchal Corrales, head of the Laboratory in Bio-fabrication and 3D-bioprinting of the University of Granada will oversee management of equipment and facilities necessary to perform in vitro and in vivo experiments and will be the scientist in charge of the experimental designs and project by the university.
For
the Three and SixNine months ended DecemberMarch 31, 2025,2026, as compared to the Three and SixNine months ended DecemberMarch 31, 2024.2025.
For
the three and sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, we generated no revenue because we are currently undertaking research and development
development activities for market approval and no sales were generated in this period.
Administration
expense increaseddecreased to $3,628,173$6,219,644 for the three months ended DecemberMarch 31, 20252026 as compared to $153,593$53,068,147 for the three months ended DecemberMarch
31, 2024.2025. This increasedecrease of approximately $3,475,000$46,849,000 is primarily attributable to the increasedecrease in stock-based compensation to employees
and stock-based consulting expenses of approximately
$2,472,000 to various consultants,consultants of approximately $47,487,000, general consulting, legal, director fees and
investor relation fees of approximately $807,000,$298,000, increase
in accounting fees of approximately $17,000,$7,000, increase of approximately $79,000 $32,000
in employee remuneration expense, and increase in other
general and administrative expenses of approximately $85,000$301,000 related to increase
public company expenses and increase in marketing expense
of approximately $14,000.expenses.
Administration
expense increaseddecreased to $8,226,747$14,446,391 for the sixnine months ended DecemberMarch 31, 20252026 as compared to $374,352$53,442,499 for the sixnine months ended DecemberMarch
31, 2024.2025. This increasedecrease of approximately $7,852,000$38,996,000 is primarily attributable to the increasedecrease in stock-based compensation to employees
and stock-based consulting expenses of approximately
$6,215,000 to various consultants,consultants of approximately $41,272,000, general consulting, legal, director fees and
investor relation fees of approximately $1,293,000,$1,650,000, increase
in accounting fees of approximately $48,000,$55,000, increase of approximately $88,000 $120,000
in employee remuneration expense, and increase in other
general and administrative expenses of approximately $177,000$419,000 related to increase
public company expenses and increase in marketing expense
of approximately $31,000.$32,000.
Occupancy
expenses increased to $6,600$10,917 for the three months ended DecemberMarch 31, 20252026 as compared to $5,401$6,469 for the three months ended DecemberMarch 31, 2025.
2024. Occupancy expenses increased to $21,389$32,306 for the sixnine months ended DecemberMarch 31, 20252026 as compared to $13,718$20,187 for the sixnine months ended March
December 31, 2024.2025. This increase in both periods are primarily attributable to the increase of monthly rental fees as a result of the
lease renewal
with the related party lessor in May 2025.
Research
and development expenses were decreasedincreased to $19,961$169,660 for the three months ended DecemberMarch 31, 20252026 as compared to $54,388$54,097 for the three months
months ended DecemberMarch 31, 2024,2025, aan decreaseincrease in research and development expenses of approximately $34,000$116,000. Research and development expenses increased
were decreased to $80,162$249,822 for the sixnine months ended DecemberMarch 31, 20252026 as compared to $116,102$170,199 for the sixnine months ended DecemberMarch 31, 2024,
a2025, decreasean increase in
research and development expenses of approximately $36,000.$80,000.
Such research and development expenses are related to the advancement of the Company’s lead asset, PRP, along with the development of pathway into clinical development stage. This includes preparation of PRP for a Phase 1b First-In-Human study in 30 - 40 advanced cancer patients suffering from solid tumors. Preparatory activities include the identification and selection of a GMP manufacturer to produce the finished drug product for the upcoming study, initiation of method development and validation of a pharmacokinetics method to analyze PRP in human serum and finalization of the clinical trial synopsis as well as future forecast compound demand required for GMP manufacture for the Phase 1B study. The Company also initiated a further two-year extension of the POP1 research program for the evaluation of a senescence-modulating (i.e., anti-aging) compound using proenzyme technology to mitigate senescence and to complete experiments to further support the claims of recently filed fibrosis and cancer-related patent applications.
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. The overall decrease in research and development expenses is primarily related to our cost-cutting
measures due to insufficient working capital funding. Further research and development collaborations are currently under negotiation
with the University of Jaén and other contract research organizations in preparation for upcoming available working capital for
future research and development expenses.
Interest
expense decreased to $58,955$38,270 for the three months ended DecemberMarch 31, 2025,2026, as compared to $118,943$104,042 for the three months ended DecemberMarch 31,
31, 2024.2025. Interest expense increased to $364,604$402,874 for the sixnine months ended DecemberMarch 31, 2025,2026, as compared to $205,173$309,215 for the sixnine months ended
ended DecemberMarch 31, 2024.2025. Interest expense is primarily comprised of approximately $187,000 of debt discount amortization, accretion of
put premium
of approximately $37,000, default and prepayment penalty fees of approximately $53,000 and interest expense from accrual
of interest
expense and other financing fees for a total of approximately $87,000 for the for the sixnine months ended DecemberMarch 31, 2025.2026.
This
decrease in interest expense during the three months ended DecemberMarch 31, 20252026 of approximately $59,000$66,000 is primarily attributable to the decrease
decrease in amortization of debt discount of approximately $41,000,$48,000, and decrease of approximately $18,000 in interest expense from accrual of
of interest expense and other financing fee.
This
increase in interest expense during the sixnine months ended DecemberMarch 31, 20252026 of approximately $159,000$94,000 is primarily attributable to the increase
increase in amortization of debt discount of approximately $53,000,$5,000, increase in accretion of put premium of approximately $37,000, increase in
in default and prepayment penalty fees of approximately $53,000 and increase of approximately $16,000 in interest expense from accrual
of interest expense and other financing fee.$53,000.
Derivative
expense decreased to $0 for the three months ended DecemberMarch 31, 20252026 as compared to $8,559$59,271 for the three months ended DecemberMarch 31, 2024.2025. Derivative
Derivative expense decreased to $0 for the sixnine months ended DecemberMarch 31, 20252026 as compared to $35,741$95,012 for the sixnine months ended December
March 31, 2024.2025. This
decrease is primarily attributable to the decrease in issuance of convertible notes which initial value was bifurcated
from the embedded
conversion option and was recorded as derivative expense.
Change
in fair value of derivative liabilities increased to a gainloss of $87,728$18,146 for the three months ended DecemberMarch 31, 20252026 as compared to $13,581a gain
of $47,119 for the three months ended DecemberMarch 31, 2024.2025. Change in fair value of derivative liabilities was increaseddecreased to a gain of $68,022 $49,876
for the
six nine months ended DecemberMarch 31, 20252026 as compared to $66,368$113,487 for the sixnine months ended DecemberMarch 31, 2024.2025. The increase in gainchange for the three and
and sixnine months period of approximately $74,000$65,000 and $1,700,respectively,$64,000, respectively, is primarily attributable to the decrease in fair value of the
principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the decrease in number of
convertible notes which value was bifurcated from the embedded conversion option during the sixnine months ended DecemberMarch 31, 20252026 as compared
to the prior sixnine month period.
Change
in fair value of warrant liability increased to a gain of $593,710$182,517 and $776,227 for the three and sixnine months ended DecemberMarch 31, 20252026, respectively,
as compared to
$0 for both prior periods. The increase in gain offor approximatelyboth $594,000periods isare primarily attributable to the decrease in fair value
of of
the warrant liability as a result of the decrease in our stock price during the sixnine months ended DecemberMarch 31, 2025.2026.
During
the sixnine months ended DecemberMarch 31, 2025,2026, were principal aggregate amount of convertible notes of $145,650, accrued interest of $14,960 and
and conversion fees of $2,343 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly,
the fair market value of the shares issued upon conversion was $293,968, resulting in a loss on extinguishment at the time of conversion
of $131,015 and $303,743 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting
in a net gain of $172,728 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements
of operations.
Additionally, on January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 394,788 shares of common stock valued at approximately $0.51 per share or $200,000 in exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484, resulting in a loss on extinguishment of debt at the time of exchange of $74,236.
During
the sixnine months ended DecemberMarch 31, 2024,2025, convertible notes with principal amounts totaling $49,100, accrued interest of $3,769 and conversion fees
of $2,833 containing bifurcated embedded conversion option derivatives whichwith principal aggregate
amount of $54,850, accrued interest of $4,365 and conversion fees of $3,770 were converted into common stock. Accordingly, the fair market
market value of the shares issued upon conversion was $137,454,$154,154, resulting in a loss on extinguishment at the time of conversion of $81,752$91,169 and
and $51,674$73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net
net loss of $30,078$17,529 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements
of operations.
Additionally, Between January 5, 2025 and March 5, 2025, the Company issued an aggregate of 51,000 shares of common stock to certain vendors in exchange for payment of outstanding balance of accounts payable of $129,354 pursuant to debt exchange agreements. Accordingly, the fair market value of the shares issued was $437,500, resulting in a loss on extinguishment of debt at the time of exchange of $308,146 during the nine months ended March 31, 2025.
On January 23, 2025, the Company entered into a debt exchange agreement with the former director and issued 30,000 shares of common stock in exchange for the total outstanding loan of $74,395. Accordingly, the fair market value of the shares issued was $375,000, resulting in a loss on extinguishment of debt at the time of exchange of $300,605 during the nine months ended March 31, 2025.
On February 5, 2025, the Company entered into debt exchange agreements with the two investors and issued an aggregate of 30,000 shares of common stock in exchange for the total outstanding loan including accrued interest of $86,248. Accordingly, the fair market value of the shares issued was $300,000, resulting in a loss on extinguishment of debt at the time of exchange of $213,752 during the nine months ended March 31, 2025.
Foreign
currency transaction gain (loss) decreasedincreased to a lossgain of $19,497$35,006 for the three months ended DecemberMarch 31, 20252026 as compared to $84,121$(12,486) for
the three months ended DecemberMarch 31, 2024.2025. Foreign currency transaction gain (loss) decreased to a loss of $54,196$19,190 for the sixnine months ended
ended DecemberMarch 31, 20252026 as compared to $75,698$88,184 for the sixnine months ended DecemberMarch 31, 2024.2025. ThisThe decreasesoverall decrease is partially attributable to the
the increase in exchange rates during the sixnine months ended DecemberMarch 31, 2025.2026.
Net
loss increaseddecreased to $3,091,394$6,360,336 for the three months ended DecemberMarch 31, 20252026 as compared to a net loss of $430,183$54,067,346 for the three months
ended DecemberMarch 31, 2024.2025. Net loss increaseddecreased to $7,929,132$14,289,468 for the sixnine months ended DecemberMarch 31, 20252026 as compared to a net loss of $784,493$54,851,839
for the sixnine months ended DecemberMarch 31, 2024.2025. The change relates to the factors discussed above.
The
Company paid legal fees related to the sale of our Series C preferred stock of $50,000 and accreted $882,246 up to the redemption value
of the Series C Preferred stock. Accordingly, the Company recognized total deemed dividend of $932,246 and $0 during the threenine months
ended March 31, 2026 and six
months ended December 31, 2025 and 2024,2025, respectively, and a corresponding reduction of income available to common stockholders during
the three and six nine
months ended DecemberMarch 31, 20252026 and 2024.2025.
Net
loss available to common stockholders increaseddecreased to $4,023,640$6,360,336 for the three months ended DecemberMarch 31, 20252026 as compared to a net loss available
available to common stockholders of $430,183$54,067,346 for the three months ended DecemberMarch 31, 2024.2025. Net loss available to common stockholders decreased
increased to $8,861,378$15,221,714 for the sixnine months ended DecemberMarch 31, 20252026 as compared to a net loss available to common stockholders of $784,493$54,851,839 for
for the sixnine months ended DecemberMarch 31, 2024.2025. The change relates to the factors discussed above.
As
of DecemberMarch 31, 2025,2026, we had total assets of $15,111,532,$14,333,780, comprised primarily of cash of $561,237$443,702, GST tax receivable of $16,994,$11,057, prepaid
expenses – current portion of $7,127,293,$7,733,625, other current assets of $1,400,$35,104, security deposit of $2,000,$2,065, operating lease ROU asset,
net of $50,901,$46,584, prepaid expenses – long-term of $7,347,310$6,057,422 and fixed assets of $4,397.$4,221. As compared to June 30, 2025, we had total
assets of $19,631,808, comprised primarily of cash of $12,088, GST tax receivable of $5,302, prepaid expenses – current portion
of $8,334,046, other current assets of $1,380, security deposit of $1,971, deferred offering cost of $291,773, operating lease ROU asset,
net of $59,413 and prepaid expenses – long-term of $10,925,835.
We
had current liabilities of $3,624,018,$3,475,628, primarily comprised of net convertible debt of $55,000, accounts payable, accrued expenses and
and accrued interest of $1,986,098,$2,039,249, employee benefit liability of $703,190, loans payable of $65,280,$738,187, loans payable – related
party of $472,083,$465,282, embedded conversion
option liabilities of $32,128,$50,273, warrant liability of $288,635$104,313 and operating lease liability of
$21,604 $23,324 as of DecemberMarch 31, 2025.2026. As compared
to June 30, 2025, $5,578,240, primarily comprised of net convertible debt of $537,921,
accounts payable, accrued expenses and accrued
interest of $2,926,941, employee benefit liability of $667,901, loans payable of
$65,280, loans payable – related party of $415,329,
note payable, net of $543,312, embedded conversion option liabilities of
$403,892 and operating lease liability of $17,664.
During
the sixnine months ended DecemberMarch 31, 20252026 we received proceeds from the sale of our common stock for approximately $3.3 million, sale of our
our Series C preferred stock for approximately $950,000$950,000, proceeds from exercise of Series C warrants of $1,000,000 and proceeds from issuance
of notes of $175,000 and proceeds from issuance of
loan payable from related parties of $78,249.
We
have substantial capital resource requirements and have incurred significant losses since inception. As of DecemberMarch 31, 2025,2026, we had $443,702
$561,237 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.
Net
cash used in operating activities was $2,938,207$4,080,653 for the sixnine months ended DecemberMarch 31, 2025,2026, due to our net loss of $7,929,132$14,289,468 offset
primarily non-cash charges of amortization of debt discount of $186,777,$198,362, accretion of put premium of $37,450, non-cash interest expense
of $5,843, total stock-based expenses of $5,496,367,$11,581,251, and foreign currency transaction loss of $54,196,$19,190, addback gain from extinguishment
of debt of $135,943 and change in fair value of derivatives
of $68,022$49,876 and warrant liability of $593,710, addback gain from extinguishment of debt of $210,178.$776,227. Net changes in operating assets
and and
liabilities totaled $661,280,$687,555, which is primarily attributable to an increase in prepaid expenses of $28,590,$68,669, decrease in accounts
payable payable
of $310,368,$335,235, and decrease in accrued expenses and other payables of $351,663.$308,783.
Net
cash used in operating activities was $216,786$312,982 for the sixnine months ended DecemberMarch 31, 2024,2025, due to our net loss of $784,493$54,851,839 offset primarily
by non-cash charges of amortization of debt discount of $133,644,$193,283, non-cash interest expense of $4,582,$5,519, total stock-based expenses of
$52,853,115, derivative expense of $35,741,
$95,012, foreign currency transaction loss of $75,698,$88,184, and gainloss from extinguishment of debt of $30,078 $840,032
addback change in fair value of derivatives
of $66,368.$113,487. Net changes in operating assets and liabilities totaled $329,466,$562,247, which is primarily
attributable to an increase in accrued
interest of $49,350,$89,179, increase in accounts payable of $102,374$118,706 and increase in accrued expenses
and other payables of $166,993.$342.
Net
cash used in investing activities was $4,758$4,912 for the sixnine months ended DecemberMarch 31, 2025,2026, related to purchase of equipment, as compared
to $0 for the sixnine months ended DecemberMarch 31, 2024.2025.
Net
cash provided by financing activities for the sixnine months ended DecemberMarch 31, 20252026 was $3,491,871.$4,473,485. During the sixnine months ended DecemberMarch 31,
31, 20252026 we received net proceeds from sales of our common stock for $3,314,458 and Series C preferred stock for $950,099, proceeds from
exercise of Series C warrants of $1,000,000, proceeds from issuance of notes of $175,000 and proceeds from issuance of loan from related
parties of $78,249 offset by repayment of notes of $875,127
and loans payable – related party of $150,808.$169,194.
Net
cash provided by financing activities for the sixnine months ended DecemberMarch 31, 20242025 was $270,515.$418,000. During the sixnine months ended DecemberMarch 31, 2025
2024 we received net proceeds from issuance of convertible notes of $80,000,$150,000, proceeds from a note of $35,000$145,000 and proceeds from issuance
of loan from related parties of $278,915$294,400 offset by repayment of notes of $98,400$98,400, convertible note of $8,000 and deferred offering cost
of $25,000.$65,000.
The
effect of the exchange rate on cash resulted in a $243$43,694 positive adjustment to cash flows in the sixnine months ended DecemberMarch 31, 20252026 as
compared to a $60,181$75,343 negative adjustment to cash flows in the sixnine months ended DecemberMarch 31, 2024.2025. The reason for the fluctuation is due
due to the application of currency translation rates throughout the cash flow statement, the volume of transactions within each period and
and the daily fluctuation in exchange rates.
Warrant Liability: The Company accounts for the Series C warrants issued in November 2025, in accordance with the guidance contained in ASC 815 “Derivatives and Hedging” whereby under that provision these warrants do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies these warrant instruments as liabilities at fair value and adjusts the instruments to fair value at each reporting period. This liability is re-measured at each balance sheet date until the warrants are exercised or expire, and any change in fair value will be recognized in the Company’s statement of operations. The fair value of these warrants is estimated using a Monte Carlo simulation model. Such warrant classification is also subject to re-evaluation at each reporting period.
We
did not generate any revenue for the sixnine months ended DecemberMarch 31, 20252026 and 20242025 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, 2025 and 2024. 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.
PPCB insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PPCB (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 12,090 | $18.1K | 0.0% | New position |