Propanc Biopharma, Inc.: Form 10-Q for the period ended Mar 31, 2025

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 March 31, 2025 and for the nine months ended March 31, 2025 and 2024 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 March 31, 2025 (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, 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”).

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.” The Reverse Stock Split became effective as of January 29, 2025. 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.

On November 25, 2024, after a four-year collaboration, our joint research partners and lead scientific researcher from the University Jaén of produced a doctoral thesis, entitled, “Study and evaluation of the efficacy of pancreatic proenzymes against the tumour microenvironment (TME) and chemoresistance in pancreatic cancer.” We focused on the TME supporting tumour progression, invasiveness, metastasis, and in promoting drug resistance in pancreatic ductal adenocarcinoma. Second, we targeted cancer associated fibroblasts, testing the efficacy of pancreatic proenzymes treatment on this cell population. Third, we validated the proenzymes pancreatic formulation on chemoresistant human pancreatic cancer cell lines. As a result, we concluded that the development of a coadjuvant treatment with PRP and Gemcitabine (based on PRP followed by later addition of Gemcitabine) holds significant promise for addressing the challenge of chemoresistance in pancreatic cancer.

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 and nine months ended March 31, 2025, as compared to the three and nine months ended March 31, 2024.

Revenue

For the three and nine months ended March 31, 2025 and 2024, 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 increased to $53,442,499 for the nine months ended March 31, 2025 as compared to $1,060,854 for the nine months ended March 31, 2024. This increase of approximately $52,382,000 is primarily attributable to the increase in stock-based compensation expenses of approximately $37,800,000 to our officers and an employee, stock based consulting and legal services of approximately $15,053,000 and increase in other general and administrative expenses of approximately $2,700 offset by decrease of approximately $303,000 in general consulting, legal and investor relation fees, decrease in accounting fees of approximately $1,000, decrease of approximately $109,000 in employee remuneration expense, and decrease in marketing expense of approximately $60,000.

Administration expense increased to $53,068,147 for the three months ended March 31, 2025 as compared to $348,841 for the three months ended March 31, 2024. This increase of approximately $52,719,000 is primarily attributable to the increase in stock-based compensation expenses of approximately $37,800,000 to our officers and an employee, stock based consulting and legal services of approximately $15,038,000, increase in accounting fees of approximately $2,000 and increase in other general and administrative expenses of approximately $11,000 offset by decrease of approximately $84,000 in general consulting, legal and investor relation fees, decrease of approximately $14,000 in employee remuneration expense, and decrease in marketing expense of approximately $34,000.

Occupancy Expense

Occupancy expenses increased to $20,187 for the nine months ended March 31, 2025 as compared to $19,584 for the nine months ended March 31, 2024. This increase of approximately $600 is primarily attributable to exchange rate movements over the period when compared to the same period in 2024.

Occupancy expenses decreased to $6,469 for the three months ended March 31, 2025 as compared to $6,578 for the three months ended March 31, 2024. This decrease of approximately $100 is primarily attributable to exchange rate movements over the period when compared to the same period in 2024.

Research and Development Expenses

Research and development expenses decreased to $170,199 for the nine months ended March 31, 2025 as compared to $195,712 for the nine months ended March 31, 2024, a decrease in research and development expenses of approximately $26,000.

Research and development expenses decreased to $54,097 for the three months ended March 31, 2025 as compared to $65,448 for the three months ended March 31, 2024, a decrease in research and development expenses of approximately $11,000.

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. 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

Interest expense decreased to $309,215 for the nine months ended March 31, 2025, as compared to $575,837 for the nine months ended March 31, 2024. Interest expense is primarily comprised of approximately $193,000 of debt discount amortization and interest expense from accrual of interest expense and other financing fees for a total of approximately $95,000 for the nine months ended March 31, 2024. This decrease in interest expense of approximately $266,000 is primarily attributable to the decrease in amortization of debt discount of approximately $53,000 and decrease of approximately $262,000 in accretion of put premium offset by increase in accrual of interest expense.

Interest expense decreased to $104,042 for the three months ended March 31, 2025, as compared to $133,141 for the three months ended March 31, 2024. Interest expense is primarily comprised of approximately $60,000 of debt discount amortization and interest expense from accrual of interest expense and other financing fees for a total of approximately $23,000 for the three months ended March 31, 2024. This decrease in interest expense of approximately $29,000 is primarily attributable to the decrease in amortization of debt discount of approximately $22,000 and decrease of approximately $27,000 in accretion of put premium offset by increase in accrual of interest expense.

Derivative Expense

Derivative expense decreased to approximately $95,000 for the nine months ended March 31, 2025 as compared to approximately $123,000 for the nine months ended March 31, 2024. This decrease is primarily attributable to the decrease in the issuance of convertible notes which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense during the nine-month period.

Derivative expense increased to approximately $59,000 for the three months ended March 31, 2025 as compared to approximately $0 for the three months ended March 31, 2024. This increase is primarily attributable to the increase in the issuance of convertible notes which initial value was bifurcated from the embedded conversion option and was recorded as derivative expense during the three-month period.

Change in Fair Value of Derivative Liabilities

Change in fair value of derivative liabilities decreased to a gain of approximately $113,000 for the nine months ended March 31, 2025 as compared to a gain of approximately $372,000 for the nine months ended March 31, 2024. Change in fair value of derivative liabilities were decreased to a gain of approximately $47,000 for the three months ended March 31, 2025 as compared to a loss of approximately $70,000 for the three months ended March 31, 2024. This decrease in gain of approximately $23,000 and $259,000 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 and nine months ended March 31, 2025, respectively.

Gain (Loss) on Extinguishment of Debt, net

During the nine months ended March 31, 2025, convertible notes containing bifurcated embedded conversion option derivatives with 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 value of the shares issued upon conversion was $154,154, resulting in a loss on extinguishment at the time of conversion of $91,169 and $73,640 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $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.

During the nine months ended March 31, 2024, convertible notes with principal aggregate amount of $91,300, accrued interest of $11,080 and conversion fees of $2,236 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $243,286, resulting in a loss on extinguishment at the time of conversion of $143,467 and $170,785 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $27,318 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations during the nine months ended March 31, 2024.

Foreign Currency Transaction Gain (Loss)

Foreign currency transaction gain (loss) increased to a loss of approximately ($88,000) for the nine months ended March 31, 2025 as compared to a loss of approximately $15,000 for the nine months ended March 31, 2024. This increase of approximately $73,000 is primarily attributable to the decrease in exchange rates during the nine months ended March 31, 2025.

Foreign currency transaction gain (loss) decreased to a loss of approximately ($12,000) for the three months ended March 31, 2025 as compared to a gain of approximately $36,000 for the three months ended March 31, 2024. This increase of approximately $24,000 is primarily attributable to the decrease in exchange rates during the three months ended March 31, 2025.

Net loss

Net loss increased to $54,851,839 for the nine months ended March 31, 2025 as compared to a net loss of $1,461,950 for the nine months ended March 31, 2024. Net loss increased to $54,067,346 for the three months ended March 31, 2025 as compared to a net loss of $526,700 for the three months ended March 31, 2024. 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.

The Company recognized deemed dividend of $0 and $192,160 during the nine months ended March 31, 2025 and 2024, respectively, $0 and $15,800 during the three months ended March 31, 2025 and 2024, respectively, and a corresponding reduction of income available to common stockholders upon the alternate cashless exercise of these warrants during the three and nine months ended March 31, 2025 and 2024.

Net loss available to common stockholders

Net loss available to common stockholders increased to $54,851,839 for the nine months ended March 31, 2025 as compared to a net loss available to common stockholders of $1,654,910 for the nine months ended March 31, 2024. Net loss available to common stockholders increased to $54,067,346 for the three months ended March 31, 2025 as compared to a net loss available to common stockholders of $542,500 for the three months ended March 31, 2024. This increase of approximately $53,525,000 and $53,197,000 during the three and nine months ended March 31, 2025 and 2024, respectively, is primarily attributable to the change related to the factors discussed above.

Liquidity and Capital Resources

Current Financial Condition

As of March 31, 2025, we had total assets of $22,527,352, comprised primarily of cash of $50,760, GST tax receivable of $3,633, prepaid expenses – current portion of $9,680,347, other current assets of $1,312, security deposit of $1,874, deferred offering cost of $92,117, prepaid expenses – long-term of $12,695,648, and operating lease ROU asset, net of $1,661. 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 $4,341,147, primarily comprised of net convertible debt of $438,578, accounts payable and accrued expenses of $2,203,846, employee benefit liability of $624,682, loans payable of $65,280, loans payable-related parties of $366,029, note payable, net of $281,508 and embedded conversion option liabilities of $191,770 as of March 31, 2025. 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 nine months ended March 31, 2025 we received proceeds from issuance of notes of $145,000, proceeds from convertible notes of $150,000, and proceeds from issuance of loan payable from related parties of $294,400.

We have substantial capital resource requirements and have incurred significant losses since inception. As of March 31, 2025, we had $50,760 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

6

Net Cash Flow from Operating Activities

Net cash used in operating activities was $377,982 for the nine months ended March 31, 2025, due to our net loss of $54,851,839 offset primarily by non-cash charges of amortization of debt discount of $193,283, non-cash interest expense of $5,519, total stock-based expenses of $52,853,115, derivative expense of $95,012, foreign currency transaction loss of $88,184, and loss from extinguishment of debt of $840,032 addback change in fair value of derivatives of $113,487. Net changes in operating assets and liabilities totaled $497,247, which is primarily attributable to an increase in accrued interest of $89,179, increase in accounts payable of $118,706 and increase in accrued expenses and other payables of $342,223 offset by increase in deferred offering cost of $65,000.

Net cash used in operating activities was $675,152 for the nine months ended March 31, 2024, due to our net loss of $1,461,950 offset primarily by non-cash charges of amortization of debt discount of $246,612, non-cash interest expense of $2,236, accretion of put premium of $261,538, derivative expense of $123,379, foreign currency transaction loss of $15,228, addback change in fair value of derivatives of $372,371 and gain from extinguishment of debt of $27,318. Net changes in operating assets and liabilities totaled $521,602, which is primarily attributable to increase accrued interest of $57,823, increase in accounts payable of $242,466, and increase in accrued expenses and other payables of $198,995.

Net Cash Flow from Financing Activities

Net cash provided by financing activities for the nine months ended March 31, 2025 was $483,000. During the nine months ended March 31, 2025 we received net proceeds from issuance of convertible notes of $150,000, proceeds from a note of $145,000 and proceeds from issuance of loan from related parties of $294,400 offset by repayment of notes of $98,400 and convertible note of $8,000.

Net cash provided by financing activities for the nine months ended March 31, 2024 were $690,920 as compared to $1,013,719 for the nine months ended March 31, 2023. During the nine months ended March 31, 2024 we received net proceeds from issuance of convertible notes of $516,875, proceeds from issuance of note of $120,000, proceeds from issuance of loans from a related party of $185,872, proceeds from the sale of shares of our common stock of $11,082 offset by repayment of convertible note of $142,909.

Effect of Exchange Rate

The effect of the exchange rate on cash resulted in a $75,343 negative adjustment to cash flows in the nine months ended March 31, 2025 as compared to a $19,593 negative adjustment to cash flows in the nine months ended March 31, 2024. 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 nine months ended March 31, 2025 and 2024 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 raise 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.

As of March 31, 2025, we were in default under certain loan issued to certain noteholders on October 3, 2019 for failure to pay an aggregate of $65,280 and $50,477 of principal and accrued interest, respectively, and noteholder on August 15, 2023 for failure to pay an aggregate of $132,000 and $30,711 of principal and accrued interest, respectively, as of March 31, 2025, subsequent to their maturity date. Additionally, outstanding convertible notes for total principal amount of $275,485 with maturity dates between April 2024 and March 2025 are currently in default as of March 31, 2025. We are currently in discussions with such noteholders 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.

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.

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 March 31, 2025, 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 March 31, 2025:

• 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 March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.