Propanc Biopharma, Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

In January 2026, the Company issued an aggregate of 14,805 shares of common stock for services rendered and to be rendered from December 26, 2025 to March 26, 2026 in connection with the Advisory agreement dated on September 25, 2025. These shares were valued at approximately $0.51 or $7,500, being the closing price of the stock on the date of grant.

On January 7, 2026, the Company entered into an Exchange Agreement with Crown Bridge and issued 394,788 shares of common stock in exchange for the total outstanding loan balance of $65,280 and accrued interest of $60,484. Those shares were valued at approximately $0.51 per share or $200,000, being the closing price of the stock on the date of grant.

On March 16, 2026, the Company granted an aggregate of 25,500,000 shares of common stock to certain officers, employees, directors and consultants for services rendered. Those shares were valued at approximately $0.14 per share or $3,570,000, being the closing price of the stock on the date of grant. During the nine months ended March 31, 2025, the Company recorded stock-based compensation of $3,570,000 related to such grant. These 25,500,000 shares were issued on April 28, 2026 and were considered shares issuable as of March 31, 2026.

On March 16, 2026, the Company granted an additional 7,500,000 shares of fully vested, non-forfeitable common stock to various consultants for consulting, investor relations and business advisory services related to existing 3-year consulting agreements dated between January 2025 and March 2025. Those shares were valued at approximately $0.14 per share or $1,050,000, being the closing price of the stock on the date of grant. These 7,500,000 shares were issued on April 28, 2026 and were considered shares issuable as of March 31, 2026.

Except as otherwise noted, the securities in the transactions described above were sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act and/or Rule 506(b) promulgated thereunder, as there was no general solicitation to the investors and the transactions did not involve any public offering. All certificates evidencing the shares sold bore a restrictive legend. No underwriter participated in the offer and sale of these securities, and no commission or other remuneration was paid or given directly or indirectly in connection therewith. The proceeds from these sales were used for general corporate purposes.