Propanc Biopharma, Inc.

Previous wording

The following discussion and analysis of the results of operations and financial condition of Propanc Biopharma, Inc., and its wholly-owned Australian subsidiary, Propanc PTY LTD (collectively, “Propanc” or the “Company”) as of September 30, 2025 and for the three months ended September 30, 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 September 30, 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.

Current wording

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 December 31, 2025 and for the six months ended December 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 December 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.

Previous wording

For the Three months ended September 30, 2025, as compared to the Three months ended September 30, 2024.

Current wording

For the Three and Six months ended December 31, 2025, as compared to the Three and Six months ended December 31, 2024.

Previous wording

For the three months ended September 30, 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.

Current wording

For the three and six months ended December 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.

Previous wording

Administration expense increased to $4,598,574 for the three months ended September 30, 2025 as compared to $220,759 for the three months ended September 30, 2024. This increase of approximately $4,378,000 is primarily attributable to the increase in stock-based consulting expenses of approximately $3,743,000 to various consultants, general consulting, legal and investor relation fees of approximately $487,000, increase in accounting fees of approximately $30,000, increase of approximately $8,000 in employee remuneration expense, and increase in other general and administrative expenses of approximately $92,000 related to increase public company expenses and increase in marketing expense of approximately $18,000.

Current wording

Administration expense increased to $3,628,173 for the three months ended December 31, 2025 as compared to $153,593 for the three months ended December 31, 2024. This increase of approximately $3,475,000 is primarily attributable to the increase in stock-based consulting expenses of approximately $2,472,000 to various consultants, general consulting, legal, director fees and investor relation fees of approximately $807,000, increase in accounting fees of approximately $17,000, increase of approximately $79,000 in employee remuneration expense, and increase in other general and administrative expenses of approximately $85,000 related to increase public company expenses and increase in marketing expense of approximately $14,000.

Previous wording

Occupancy expenses increased to $14,789 for the three months ended September 30, 2025 as compared to $8,317 for the three months ended September 30, 2024. This increase of approximately $6,000 is primarily attributable to the increase of monthly rental fees as a result of the lease renewal with the related party lessor in May 2025.

Current wording

Occupancy expenses increased to $6,600 for the three months ended December 31, 2025 as compared to $5,401 for the three months ended December 31, 2024. Occupancy expenses increased to $21,389 for the six months ended December 31, 2025 as compared to $13,718 for the six months ended December 31, 2024. 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.

Previous wording

Research and development expenses were decreased to $60,201 for the three months ended September 30, 2025 as compared to $61,714 for the three months ended September 30, 2024, a slight decrease in research and development expenses of approximately $1,500.

Current wording

Research and development expenses were decreased to $19,961 for the three months ended December 31, 2025 as compared to $54,388 for the three months ended December 31, 2024, a decrease in research and development expenses of approximately $34,000 Research and development expenses were decreased to $80,162 for the six months ended December 31, 2025 as compared to $116,102 for the six months ended December 31, 2024, a decrease in research and development expenses of approximately $36,000.

Previous wording

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.

Current wording

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.

Previous wording

Interest expense increased to $305,649 for the three months ended September 30, 2025, as compared to $86,230 for the three months ended September 30, 2024. Interest expense is primarily comprised of approximately $151,000 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 $65,000 for the for the three months ended September 30, 2025.

Current wording

Interest expense decreased to $58,955 for the three months ended December 31, 2025, as compared to $118,943 for the three months ended December 31, 2024. Interest expense increased to $364,604 for the six months ended December 31, 2025, as compared to $205,173 for the six months ended December 31, 2024. 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 six months ended December 31, 2025.

Previous wording

This increase in interest expense of approximately $219,000 is primarily attributable to the increase in amortization of debt discount of approximately $94,000, increase in accretion of put premium of approximately $37,000, increase in default and prepayment penalty fees of approximately $53,000 and increase of approximately $35,000 in interest expense from accrual of interest expense and other financing fee.

Current wording

This increase in interest expense during the six months ended December 31, 2025 of approximately $159,000 is primarily attributable to the increase in amortization of debt discount of approximately $53,000, increase in accretion of put premium of approximately $37,000, increase 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.

Previous wording

Derivative expense decreased to $0 for the three months ended September 30, 2025 as compared to $27,182 for the three months ended September 30, 2024. 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.

Current wording

Derivative expense decreased to $0 for the three months ended December 31, 2025 as compared to $8,559 for the three months ended December 31, 2024. Derivative expense decreased to $0 for the six months ended December 31, 2025 as compared to $35,741 for the six months ended December 31, 2024. 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.

Previous wording

Change in fair value of derivative liabilities were increased to a loss of $19,706 for the three months ended September 30, 2025 as compared to a gain of $52,787 for the three months ended September 30, 2024. This increase in loss of approximately $72,000 is primarily attributable to an increase in fair value of the principal amount of convertible notes with bifurcated embedded conversion option derivatives as a result of the increase in stock prices during the three months ended September 30, 2025 as compared to the prior three month period.

Current wording

Change in fair value of derivative liabilities increased to a gain of $87,728 for the three months ended December 31, 2025 as compared to $13,581 for the three months ended December 31, 2024. Change in fair value of derivative liabilities was increased to a gain of $68,022 for the six months ended December 31, 2025 as compared to $66,368 for the six months ended December 31, 2024. The increase in gain for the three and six months period of approximately $74,000 and $1,700,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 six months ended December 31, 2025 as compared to the prior six month period.

Previous wording

During the three months ended September 30, 2025, notes with principal amounts totaling $69,650, accrued interest of $10,519 and conversion fees of $1,406 containing bifurcated embedded conversion option derivatives were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $178,884, resulting in a loss on extinguishment at the time of conversion of $97,309 and $255,720 of derivative liability fair value was recorded as a gain on extinguishment at the time of conversion, resulting in a net gain of $158,411. Additionally, following the repayment in full of principal balance of a certain convertible note dated in July 2025, $37,450 of the put premium was recorded into gain on extinguishment of debt during the three months ended September 30, 2025 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

Current wording

During the six months ended December 31, 2025, were principal aggregate amount of convertible notes of $145,650, accrued interest of $14,960 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.

Previous wording

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

Current wording

During the six months ended December 31, 2024, notes with principal amounts totaling $49,100, accrued interest of $3,769 and conversion fees of $2,833 containing bifurcated embedded conversion option derivatives which were converted into common stock. Accordingly, the fair market value of the shares issued upon conversion was $137,454, resulting in a loss on extinguishment at the time of conversion of $81,752 and $51,674 of derivative liability fair value and was recorded as a gain on extinguishment at the time of conversion, resulting in a net loss of $30,078 which is included in gain (loss) on extinguishment of debt in the accompanying condensed consolidated statements of operations.

Previous wording

Foreign currency transaction gain (loss) increased to a loss of ($34,699) for the three months ended September 30, 2025 as compared to a gain of $8,423 for the three months ended September 30, 2024. This increase of approximately $43,000 is partially attributable to the increase in exchange rates during the three months ended September 30, 2025.

Current wording

Foreign currency transaction gain (loss) decreased to a loss of $19,497 for the three months ended December 31, 2025 as compared to $84,121 for the three months ended December 31, 2024. Foreign currency transaction gain (loss) decreased to a loss of $54,196 for the six months ended December 31, 2025 as compared to $75,698 for the six months ended December 31, 2024. This decreases is partially attributable to the increase in exchange rates during the six months ended December 31, 2025.

Previous wording

Net loss increased to $4,837,738 for the three months ended September 30, 2025 as compared to a net loss of $354,310 for the three months ended September 30, 2024. The change relates to the factors discussed above.

Current wording

Net loss increased to $3,091,394 for the three months ended December 31, 2025 as compared to a net loss of $430,183 for the three months ended December 31, 2024. Net loss increased to $7,929,132 for the six months ended December 31, 2025 as compared to a net loss of $784,493 for the six months ended December 31, 2024. The change relates to the factors discussed above.

Previous wording

As of September 30, 2025, we had total assets of $17,975,681, comprised primarily of cash of $602,737, GST tax receivable of $8,383, prepaid expenses – current portion of $8,143,532, other current assets of $8,828, security deposit of $1,986, deferred offering cost of $15,000, operating lease ROU asset, net of $56,279,prepaid expenses – long-term of $9,136,572 and fixed assets of $2,364. 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.

Current wording

As of December 31, 2025, we had total assets of $15,111,532, comprised primarily of cash of $561,237 GST tax receivable of $16,994, prepaid expenses – current portion of $7,127,293, other current assets of $1,400, security deposit of $2,000, operating lease ROU asset, net of $50,901, prepaid expenses – long-term of $7,347,310 and fixed assets of $4,397. 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.

Previous wording

We had current liabilities of $3,454,964, primarily comprised of net convertible debt of $106,968, accounts payable, accrued expenses and accrued interest of $2,064,705, employee benefit liability of $686,863, loans payable of $65,280, loans payable – related party of $342,770, embedded conversion option liabilities of $167,878 and operating lease liability of $20,500 as of September 30, 2025. As compared to June 30, 2025, $5,578,240, primarily comprised of net convertible debt of $537,921, accounts payable and accrued expenses 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.

Current wording

We had current liabilities of $3,624,018, primarily comprised of net convertible debt of $55,000, accounts payable, accrued expenses and accrued interest of $1,986,098, employee benefit liability of $703,190, loans payable of $65,280, loans payable – related party of $472,083, embedded conversion option liabilities of $32,128, warrant liability of $288,635 and operating lease liability of $21,604 as of December 31, 2025. 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.

Previous wording

During the three months ended September 30, 2025 we received proceeds from the sale of our common stock for approximately $3.3 million and proceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.

Current wording

During the six months ended December 31, 2025 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 and proceeds from issuance of notes of $175,000 and proceeds from issuance of loan payable from related parties of $78,249.

Previous wording

We have substantial capital resource requirements and have incurred significant losses since inception. As of September 30, 2025, we had $602,737 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.

Current wording

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

Previous wording

Net cash used in operating activities was $1,939,067 for the three months ended September 30, 2025, due to our net loss of $4,837,738 offset primarily non-cash charges of amortization of debt discount of $150,902, accretion of put premium of $37,450, non-cash interest expense of $4,906, total stock-based expenses of $3,750,853, foreign currency transaction loss of $34,699, and change in fair value of derivatives of $19,706 addback gain from extinguishment of debt of $195,862. Net changes in operating assets and liabilities totaled $907,685, which is primarily attributable to an increase in prepaid expenses of $362,329, decrease in accounts payable of $186,803, and decrease in accrued expenses and other payables of $361,479.

Current wording

Net cash used in operating activities was $2,938,207 for the six months ended December 31, 2025, due to our net loss of $7,929,132 offset primarily non-cash charges of amortization of debt discount of $186,777, accretion of put premium of $37,450, non-cash interest expense of $5,843, total stock-based expenses of $5,496,367, foreign currency transaction loss of $54,196, and change in fair value of derivatives of $68,022 and warrant liability of $593,710, addback gain from extinguishment of debt of $210,178. Net changes in operating assets and liabilities totaled $661,280, which is primarily attributable to an increase in prepaid expenses of $28,590, decrease in accounts payable of $310,368, and decrease in accrued expenses and other payables of $351,663.

Previous wording

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

Current wording

Net cash used in operating activities was $216,786 for the six months ended December 31, 2024, due to our net loss of $784,493 offset primarily by non-cash charges of amortization of debt discount of $133,644, non-cash interest expense of $4,582, derivative expense of $35,741, foreign currency transaction loss of $75,698, and gain from extinguishment of debt of $30,078 addback change in fair value of derivatives of $66,368. Net changes in operating assets and liabilities totaled $329,466, which is primarily attributable to an increase in accrued interest of $49,350, increase in accounts payable of $102,374 and increase in accrued expenses and other payables of $166,993.

Previous wording

Net cash used in investing activities was $2,491 for the three months ended September 30, 2025, related to purchase of equipment, as compared to $0 for the three months ended September 30, 2024.

Current wording

Net cash used in investing activities was $4,758 for the six months ended December 31, 2025, related to purchase of equipment, as compared to $0 for the six months ended December 31, 2024.

Previous wording

Net cash provided by financing activities for the three months ended September 30, 2025 was $2,526,772. During the three months ended September 30, 2025 we received net proceeds from sales of our common stock for $3,314,458, 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, and deferred offering cost of $15,000.

Current wording

Net cash provided by financing activities for the six months ended December 31, 2025 was $3,491,871. During the six months ended December 31, 2025 we received net proceeds from sales of our common stock for $3,314,458 and Series C preferred stock for $950,099, 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.

Previous wording

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

Current wording

Net cash provided by financing activities for the six months ended December 31, 2024 was $270,515. During the six months ended December 31, 2024 we received net proceeds from issuance of convertible notes of $80,000, proceeds from a note of $35,000 and proceeds from issuance of loan from related parties of $278,915 offset by repayment of notes of $98,400 and deferred offering cost of $25,000.

Previous wording

The effect of the exchange rate on cash resulted in a $5,435 positive adjustment to cash flows in the three months ended September 30, 2025 as compared to a $7,999 positive adjustment to cash flows in the three months ended September 30, 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.

Current wording

The effect of the exchange rate on cash resulted in a $243 positive adjustment to cash flows in the six months ended December 31, 2025 as compared to a $60,181 negative adjustment to cash flows in the six months ended December 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.

Previous wording

We did not generate any revenue for the three months ended September 30, 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, 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.

Current wording

We did not generate any revenue for the six months ended December 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, 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.