NOTES PAYABLE AND CONVERTIBLE NOTES | NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTES Note Payable The Company’s note payable outstanding at December 31, 2022 and June 30, 2022 were as follows: SCHEDULE OF NOTES PAYABLE CONVERTIBLE DEBT December 31, 2022 June 30, 2022 (Unaudited) Principal amount $ 125,000 $ - Unamortized discounts (52,596 ) - Note payable, net $ 72,404 $ - Coventry Enterprises, LLC Securities Purchase Agreement On November 3, 2022, the Company entered into a Securities Purchase Agreement with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry purchased a promissory note from the Company in the aggregate principal amount of $ 125,000 25,000 100,000 The Coventry note bears interest at a rate of 10 12,500 19,643 Additionally, in the event that, while the Coventry note has been outstanding for four months, there is a qualified Offering Statement on Form 1-A, then Coventry may choose to convert any amount up to the entire balance of the Coventry Note, including guaranteed interest into shares at the 1-A offering price. At any time following an event of default under 7(a)(i) of the Coventry Note, it becomes convertible, in whole or in part, into shares of Common Stock at the option of Coventry, at any time and from time to time thereafter (subject to the beneficial ownership limitations set forth in Section 5d thereof). The conversion price of the Coventry note is ninety percent (90%) per share of the lowest per-share VWAP during the twenty (20) trading-day period before the conversion (each, a “Calculated Conversion Price”). In the event that, within 30 calendar days either before or after any conversion, the conversion price of which is based upon a Calculated Conversion Price, the Company consummates (in whole or in part) any financing (whether such financing is equity, equity-equivalent, or debt or any combination thereof ) or for any other reason issues any shares of its Common Stock or any Common Stock Equivalents at a price less than the most recent Calculated Conversion Price (the “Alternative Conversion Price”), regardless of when that note or instrument was originated, then, in respect of such conversion and at the option of Coventry, (i) if the conversion shall not then have yet occurred, then the Alternative Conversion Price shall be substituted for the Calculated Conversion Price and (ii) if the conversion shall already have occurred, then, within two Trading Days following the written request from Coventry therefor, the Company shall issue to Coventry that number of shares of Common Stock equivalent to the difference between the number of shares of Common Stock that had been issued using the Calculated Conversion Price and the number of shares of Common Stock that would have been issued using the Alternative Conversion Price. Upon the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate that shall be equal to the lesser of i) 18% per annum or ii) the maximum rate permitted by law. Subject to the beneficial ownership limitation as set forth in Section 5(d) of the Coventry note, if any event of default occurs, then the outstanding principal amount of the note, the outstanding guaranteed interest amount of the note, plus accrued but unpaid default rate interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration, shall become, at Coventry’s election, immediately due and payable at its option, in cash or in shares of Common Stock, at the mandatory default amount, which amount is equal to 120% of the outstanding principal amount of the note and accrued and unpaid interest thereon, in addition to the payment of all other amounts, costs, expenses, and liquidated damages due in respect of the note. In the event that the Company fails to deliver to Coventry shares of Common Stock issuable upon conversion of principal or interest, the Company shall pay in cash an amount that is equivalent to the amount in excess of the sales value of the shares of Common Stock that Coventry would have been entitled to receive from the conversion over the principal amount and interest of the attempted conversion. As an additional inducement to Coventry purchasing the Coventry note, the Company, as of the Original Issue Date and for no additional consideration, issued to Coventry 75,000,000 37,500 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) The total principal amount outstanding under the Coventry note was $ 125,000 2,020 Convertible Notes Payable The Company’s convertible notes outstanding at December 31, 2022 and June 30, 2022 were as follows: SCHEDULE OF CONVERTIBLE DEBT December 31, 2022 June 30, 2022 (Unaudited) Convertible notes and debenture $ 527,250 $ 644,980 Unamortized discounts (88,837 ) (31,669 ) Premium, net 195,327 313,127 Convertible notes, net $ 633,740 $ 926,438 Convertible Note Issued with Consulting Agreement August 10, 2017 Consulting Agreement On August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant to which the consultant agreed to provide certain consulting and business advisory services in exchange for a $ 310,000 August 10, 2019 10 750 65 ten August 10, 2019 155,000 155,000 18 578,212 140,000 10,764 161,000 19,418 9,000 500 5,248 8,500 22,168 On March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the consultant, whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 convertible note for a total of $ 100,000 56,762 8,500 23,262 25,000 43,238 The total principal and accrued interest outstanding under the August 10, 2017 convertible note was $ 79,000 10,185 1,000 8,000 The total principal and accrued interest outstanding under the August 10, 2017 Convertible Note was $ 0 79,000 9,543 Crown Bridge Securities Purchase Agreements Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown Bridge purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate principal amount of $ 108,000 3,000 5,000 100,000 October 3, 2020 15 Additionally, Crown Bridge had the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default occurs, which was an amount between 110 150 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) The conversion price for the October 3, 2019 Crown Bridge Note was equal to 60% (representing a 40% discount) of the lowest closing bid price (“Lowest Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of Conversion was received 4.99 9.99 72,000 The October 3, 2019 Crown Bridge Note contained certain events of default, upon which principal and accrued interest would become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal accrued at a default interest rate of 15 The total principal amount outstanding under the October 3, 2019 Crown Bridge Note was $ 65,280 7,232 42,720 28,480 There were 15,000 st 9,600 6,400 16,000 The total principal amount outstanding under the October 3, 2019 Crown Bridge Note was $ 65,280 25,930 In August 2022, the SEC filed a complaint against Crown Bridge due to its violation of Section 15(a)(1) of the Securities Exchange Act of 1934. Crown Bridge agreed to surrender all conversion rights in its currently held convertible notes, including the Company’s note. Consequently, as of December 31, 2022, the Company reclassified the remaining principal balance of $ 65,280 43,520 0 1800 Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements October 21, 2021 Securities Purchase Agreement Effective October 21, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending LLC (“Sixth Street”), pursuant to which Sixth Street purchased a convertible promissory note (the “October 21, 2021 Sixth Street”) from the Company in the aggregate principal amount of $ 63,750 3,750 October 21, 2022 8 November 26, 2021 Securities Purchase Agreement Effective November 26, 2021, the Company entered into a securities purchase agreement with Sixth Street, pursuant to which Sixth Street purchased a convertible promissory note (the “November 26, 2021 Sixth Street”) from the Company in the aggregate principal amount of $ 53,750 3,750 November 26, 2022 8 January 4, 2022 Securities Purchase Agreement Effective January 4, 2022, the Company entered into a securities purchase agreement with Sixth Street, pursuant to which Sixth Street purchased a convertible promissory note (the “January 4, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 63,750 3,750 January 4, 2023 8 March 7, 2022 Securities Purchase Agreement Effective March 7, 2022, the Company entered into a securities purchase agreement with Sixth Street, pursuant to which Sixth Street purchased a convertible promissory note (the “March 7, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 68,750 3,750 March 7, 2023 8 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) April 12, 2022 Securities Purchase Agreement Effective April 12, 2022, the Company entered into a securities purchase agreement with Sixth Street, pursuant to which Sixth Street purchased a convertible promissory note (the “April 12, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 68,750 3,750 April 12, 2023 8 May 12, 2022 Securities Purchase Agreement Effective May 12, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”), pursuant to which 1800 Diagonal purchased a convertible promissory note (the “May 12, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 63,750 3,750 May 12, 2023 8 June 30, 2022 Securities Purchase Agreement On June 30, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal, which closed on July 11, 2022, pursuant to which 1800 Diagonal purchased a convertible promissory note (the “July 11, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 105,000 3,750 June 30, 2023 8 The following terms apply to all of the above 1800 Diagonal notes: During the first 60 to 180 days following the date of the above listed notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110 129 The conversion price for the above 1800 Diagonal notes shall be equal to 65 9.99 262,500 56,538 The above 1800 Diagonal notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 Other than as described above, the above 1800 Diagonal notes contain certain events of default, including failure to timely issue shares upon receipt of a notice of conversion, as well as certain customary events of default, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note. Additional events of default shall include, among others: (i) failure to reserve at least five times the number of shares issuable upon full conversion of the Note; (ii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company; provided, that in the event such event is triggered without the Company’s consent, the Company shall have sixty (60) days after such event is triggered to discharge such event, (iii) the Company’s failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group Inc.) or an equivalent replacement exchange, any tier of the Nasdaq Stock Market, the New York Stock Exchange, or the NYSE American, (iv) The restatement of any financial statements filed by the Company with the SEC at any time after 180 days after the issuance date for any date or period until the relevant 1800 Diagonal note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have reasonably constituted a material adverse effect on the rights of 1800 Diagonal with respect to the relevant 1800 Diagonal note or the Purchase Agreement, and (v) the Company’s failure to comply with its reporting requirements of the Securities and Exchange Act of 1934 (the “Exchange Act”), and/or the Company ceases to be subject to the reporting requirements of the Exchange Act. PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) In the event that the Company fails to deliver the shares of common stock issuable upon conversion of principal or interest under the above 1800 Diagonal notes within three business days of a notice of conversion by 1800 Diagonal, the Company shall incur a penalty of $ 1,000 provided however Upon the occurrence and during the continuation of certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company will pay 1800 Diagonal in full satisfaction of its obligations in the amount equal to 150 The total principal amount outstanding under the above 1800 Diagonal notes was $ 265,000 6,081 117,500 4,700 63,269 The total principal amount outstanding under the above 1800 Diagonal notes was $ 105,000 3,981 265,000 10,600 142,692 ONE44 Capital Securities Purchase Agreements December 7, 2021 Securities Purchase Agreement Effective December 7, 2021, the Company entered into a securities purchase agreement with ONE44 Capital LLC (“ONE44”), pursuant to which ONE44 purchased a convertible promissory note (the “December 7, 2021 ONE44”) from the Company in the aggregate principal amount of $ 170,000 25,500 December 7, 2022 10 March 29, 2022 Securities Purchase Agreement Effective March 29, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible promissory note (the “March 29, 2022 ONE44”) from the Company in the aggregate principal amount of $ 120,000 18,000 March 29, 2023 10 August 15, 2022 Securities Purchase Agreement On August 15, 2022, the Company entered into a securities purchase agreement with ONE44, pursuant to which ONE44 purchased a convertible redeemable note (the “August 15, 2022 ONE44 Note”) from the Company in the aggregate principal amount of $ 110,000 10,000 5,500 August 15, 2023 The following terms apply to all of the above ONE44 notes: During the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe ONE44 under the terms of the note, at a premium ranging from 120 135 The conversion price for the above ONE44 notes shall be equal to 65 4.99 215,385 59,231 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) The above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 250 th 500 th 20 The total principal amount outstanding under the above ONE44 notes was $ 235,700 9,519 54,300 2,873 29,238 The total principal amount outstanding under the above ONE44 notes was $ 204,000 11,287 141,700 9,378 76,300 GS Capital Partners Securities Purchase Agreements August 12, 2022 Securities Purchase Agreement On August 12, 2022, the Company entered into a securities purchase agreement (the “GS Capital Purchase Agreement”) with GS Capital Partners, LLC (“GS Capital”), pursuant to which GS Capital purchased a convertible redeemable note (the “GS Capital Note”) from the Company in the aggregate principal amount of $ 93,000 5,000 3,000 85,000 The maturity date of the GS Capital Note is April 12, 2023 8 The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital by surrendering the same. GS Capital is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares of the Company’s Common Stock at a price for each share of Common Stock (“Conversion Price”) of $0.0028 per share (the “Fixed Price”). However, in the event the Company’s common stock trades below $0.002 per share for more than five consecutive trading days, then the Fixed Price shall be equal to $0.0013 per share 65 4.99 September 21, 2022 Securities Purchase Agreement On September 21, 2022, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased a convertible redeemable note from the Company in the aggregate principal amount of $ 71,500 4,000 2,500 65,000 The maturity date of the GS Capital Note is March 21, 2023 8 The GS Capital Note is exchangeable for an equal aggregate principal amount of notes of different authorized denominations, as requested by GS Capital surrendering the same. GS Capital is entitled, at its option, at any time after cash payment, to convert all or any amount of the principal face amount of the GS Capital Note then outstanding into shares of the Company’s Common Stock at a price for each share of Common Stock (“Conversion Price”) of $0.002 per share (the “Fixed Price”). However, in the event the Company’s Common Stock trades below $0.0014 per share for more than five consecutive trading days, then the Fixed Price shall be equal to $0.0009 per share 65 4.99 During the first 60 to 180 days following the date of the above GS Capital notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to GS Capital, together with any other amounts that the Company may owe GS Capital under the terms of the notes, at a premium ranging from 110 125 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) Upon the occurrence and during the continuation of certain events of default, interest shall accrue at a default interest rate of 24 250 th 500 th 20 The total principal outstanding and accrued interest under the above GS Capital notes were $ 164,500 4,457 164,500 Red Road Holdings Securities Purchase Agreement On October 6, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Red Road Holdings Corporation, a Virginia corporation (“Red Road”), pursuant to which Red Road purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $ 53,750 50,000 8 22 3,750 The conversion price for the Note shall be equal to the Variable Conversion Price (as defined therein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Company relating to the Company’s securities or the securities of any subsidiary of the Company, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). The “Variable Conversion Price” shall mean 65% multiplied by the Market Price (as defined therein) (representing a discount rate of 35%). “Market Price” means the average of the lowest three (3) Trading Prices (as defined below) for the Company’s Common Stock during the ten (10) trading days prior to the conversion date. Notwithstanding the foregoing, Red Road shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s Common Stock beneficially owned by Red Road and its affiliates, exceeds 4.99 28,942 The Note may be prepaid until 180 days from the Issuance date. If the Note is prepaid within 60 days of the issuance date, then the prepayment premium shall be 110% of the face amount plus any accrued interest, if prepaid after 60 days from the issuance date, but less than 91 days from the issuance date, then the prepayment premium shall be 115% of the face amount plus any accrued interest, if prepaid after 90 days from the issuance date, but less than 121 days from the issuance date, then the prepayment premium shall be 120% of the face amount plus any accrued interest, if prepaid after 120 days from the issuance date, but less than 151 days from the issuance date, then the prepayment premium shall be 125% of the face amount plus any accrued interest, and if prepaid after 150 days from the issuance date, but less than 181 days from the issuance date, then the prepayment premium shall be 129% of the face amount plus any accrued interest. So long as the Note is outstanding, the Company covenants not to, without prior written consent from Red Road, sell, lease or otherwise dispose of all or substantially all of its assets outside the ordinary course of business, which would render the Company a “shell company” as such term is defined in Rule 144 In the event that the Company fails to deliver to Red Road shares of the Company’s Common Stock issuable upon conversion of principal or interest under the Note within three business days of a notice of conversion by Red Road, the Company shall incur a penalty of $ 1,000 provided however The total principal amount outstanding under the above Red Road Note was $ 53,750 1,013 Amortization of debt discounts The Company recorded $ 131,168 40,500 144,711 245,000 Amortization of all debt discounts for the three months ended December 31, 2022 and 2021 was $ 52,629 5,221 83,903 11,295 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 (Unaudited) The Company reclassified $ 218,992 126,310 | NOTE 6 – CONVERTIBLE NOTES NOTES PAYABLE AND CONVERTIBLE NOTES The Company’s convertible notes outstanding at June 30, 2022 and 2021 were as follows: SCHEDULE OF CONVERTIBLE DEBT June 30, 2022 June 30, 2021 Convertible notes and debenture $ 644,980 $ 400,128 Unamortized discounts (31,669 ) (6,139 ) Accrued interest 57,822 34,098 Premium, net 313,127 196,496 Convertible notes, net $ 984,260 $ 624,583 Eagle Equities Financing Agreements August 29, 2018 Securities Purchase Agreement Effective August 29, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “August 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 105,000 August 29, 2019 8 24 December 24, 2018 Securities Purchase Agreement Effective December 24, 2018, the Company entered into a securities purchase agreement with Eagle Equities, pursuant to which Eagle Equities purchased a convertible promissory note (the “December 2018 Eagle Note”) from the Company in the aggregate principal amount of $ 126,000 6,000 December 24, 2019 8 24 24 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 Eagle Equities had the option to convert all or any amount of the principal amount of the notes issued to Eagle Equities above, at any time, for shares of the Company’s common stock at a price ranging from 60 61 50 51 10 4.99 The above notes issued to Eagle Equities were treated as stock settled debt under ASC 480 and accordingly, the Company recorded a total of $ 357,688 133,557 There were $ 0 Convertible Note Issued with Consulting Agreement August 10, 2017 Consulting Agreement On August 10, 2017, the Company entered into a consulting agreement, retroactive to May 16, 2017, with a certain consultant, pursuant to which the consultant agreed to provide certain consulting and business advisory services in exchange for a $ 310,000 August 10, 2017 10 750 65 ten August 10, 2019 155,000 155,000 18 578,212 140,000 10,764 161,000 19,418 9,000 500 5,248 8,500 22,168 On March 15, 2021, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with the consultant whereby both parties agreed to settle all claims and liabilities under the August 10, 2017 Convertible note for a total of $ 100,000 56,762 8,500 23,262 25,000 43,238 The total principal and accrued interest outstanding after adjustment due to the above mentioned March 15, 2021 settlement agreement under the August 10, 2017 Convertible Note was $ 80,000 3,738 20,000 79,000 10,185 1,000 8,000 GS Capital Financing Agreements January 22, 2020 GS Capital Securities Purchase Agreements Effective January 22, 2020, the Company entered into a securities purchase agreement with GS Capital, pursuant to which GS Capital purchased a convertible promissory note (the “January 22, 2020 GS Note”) from the Company in the aggregate principal amount of $ 58,000 3,500 2,500 52,000 January 22, 2021 10 40 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 Additionally, GS Capital had the option to convert all or any amount of the principal face amount of the January 22, 2020 GS Capital Note at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default occurs, which is an amount between 112 130 24 The note issued to GS capital above was treated as stock settled debt under ASC 480 and accordingly the Company recorded $ 38,667 38,667 The total remaining principal outstanding and accrued interest under the above GS Capital financing agreements was $ 0 58,000 8,508 Power Up Lending Group Financing Agreements January 7, 2020 Power Up Lending Group Securities Purchase Agreement Effective January 7, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd. (“Power Up”), pursuant to which Power Up purchased a convertible promissory note (the “January 7, 2020 Power Up Note”) from the Company in the aggregate principal amount of $ 75,000 72,000 2,500 500 January 7, 2021 8 March 12, 2020 Power Up Lending Group Securities Purchase Agreement Effective March 12, 2020, the Company entered into a securities purchase agreement with Power Up Lending Group Ltd. (“Power Up”), pursuant to which Power Up purchased a convertible promissory note (the “March 12, 2020 Power Up Note”) from the Company in the aggregate principal amount of $ 43,000 40,000 2,500 500 March 12, 2021 8 All the notes issued above to Power Up contained certain events of default, upon which principal and accrued interest would become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate of 22 Additionally, Power Up had the option to convert all or any amount of the principal face amount of the notes issued to Power Up, starting on certain dates as defined in the note agreements and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs, which was an amount equal to 150 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 The conversion price for the above Power Up notes was $3,050, subject to certain Market Price (as defined below) adjustment. If the Market Price was greater than or equal to $5,000, the conversion price was to be the greater of 65 ten 4.99 422,557 The total principal amount outstanding under the above Power Up financing agreement, specifically the January 7, 2020 and March 12, 2020 Power Up Notes, was $ 0 0 43,000 1,816 no Auctus Fund Financing Agreements August 30, 2019 Securities Purchase Agreement Effective August 30, 2019, the Company entered into a securities purchase agreement with Auctus Fund, LLC (“Auctus”), pursuant to which Auctus purchased a convertible promissory note (the “August 30, 2019 Auctus Note”) from the Company in the aggregate principal amount of $ 550,000 550,000 5,000 40,000 505,000 August 30, 2020 10 366,667 24 Additionally, Auctus had the option to convert all or any amount of the principal face amount and accrued interest of the August 30, 2019 Auctus Note, at any time following the issue date and ending on the later of the maturity date or the date of payment of the Default Amount if an event of default occurs, which was an amount equal to 125 15,000 24 Upon the holder’s election to convert accrued interest, default interest or any penalty amounts as stipulated, the Company may elect to pay those amounts in cash. The note may also be prepaid by the Company at any time between the date of issuance and August 13, 2020 at 135% multiplied by the sum of (a) the then outstanding principal amount plus (b) accrued and unpaid interest plus (c) default interests, if any. The conversion price for the August 30, 2019 Auctus Note was a Variable Conversion Price, being 60 4.99 In connection with the issuance of the August 2019 Auctus Note, the Company issued common stock purchase warrants to Auctus to purchase 450 2,250 300 3,330 225 4,500 4.99 375,905 In connection with the Purchase Agreement, the Company and the Purchaser entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to register the shares of Common Stock underlying the Securities in a Registration Statement with the SEC as well as the Commitment Shares (as defined herein). The Registration Rights Agreement contains customary representations, warranties, agreements and indemnification rights and obligations of the parties. PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 The Note was subject to customary default provisions and also includes a cross-default provision which provides that a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements (as defined therein), after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements. Upon occurrence of any such event, the Holder was entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreements or the Note. The August 30, 2019 Auctus Note contained certain events of default, upon which principal and accrued interest were to become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 The total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 358,965 486 191,035 43,176 127,356 The total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 32,848 0 326,117 39,536 217,411 The total principal amount outstanding under the above Auctus financing agreement, specifically the August 30, 2019 Auctus Note, was $ 0 0 32,848 716 21,899 no Crown Bridge Securities Purchase Agreements Effective October 3, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, pursuant to which Crown Bridge purchased a convertible promissory note (the “October 3, 2019 Crown Bridge Note”) from the Company in the aggregate principal amount of $ 108,000 3,000 5,000 100,000 October 3, 2019 15 Additionally, Crown Bridge has the option to convert all or any amount of the principal face amount of the October 3, 2019 Crown Bridge Note at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs, which is an amount between 110 150 The conversion price for the October 3, 2019 Crown Bridge Note shall be equal to a 40% discount of the lowest closing bid price (“Lowest Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of Conversion is received. Notwithstanding the foregoing, Crown Bridge shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by Crown Bridge and its affiliates, exceeds 4.99 9.99 72,000 The October 3, 2019 Crown Bridge Note contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 15 The total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 7,232 42,720 28,480 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 There were 15,000 st 9,600 6,400 16,000 The total principal amount outstanding under the above Crown Bridge financing agreement was $ 65,280 16,138 65,280 25,930 GW Holdings Securities Purchase Agreements October 1, 2019 Securities Purchase Agreement Effective October 1, 2019, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased a convertible promissory note (the “October 1, 2019 GW Note”) from the Company in the aggregate principal amount of $ 131,000 6,000 125,000 October 1, 2020 8 December 10, 2020 Securities Purchase Agreement Effective December 10, 2020, the Company entered into a securities purchase agreement with GW Holdings, pursuant to which GW Holdings purchased a convertible promissory note (the “December 10, 2020 GW Note”) from the Company in the aggregate principal amount of $ 131,000 6,000 125,000 December 10, 2021 8 The above notes issued to GW Holdings contain certain events of default, upon which principal and accrued interest were to become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 Additionally, GW Holdings had the option to convert all or any amount of the principal face amount of the notes issued to GW Holdings at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount is paid if an event of default occurs, which is an amount between 110 150 The conversion price for the above GW Holdings notes was equal to a 40% discount of the lowest closing bid price (“Lowest Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of Conversion was received. Notwithstanding the foregoing, GW Holdings shall be restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by GW Holdings and its affiliates, exceeds 4.99 9.99 These notes were treated as stock settled debt under ASC 480 and accordingly the Company recorded a total of $ 174,666 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 The total principal amount outstanding under the above October 1, 2019 GW Holdings financing agreement was $ 30,000 1,776 101,000 5,082 0 30,000 3,877 67,333 20,000 The total principal amount outstanding under the above December 10, 2020 GW Holdings financing agreement, was $ 90,000 4,636 41,000 1,084 27,333 The total principal amount outstanding and accrued interest under the above December 10, 2020 GW Holdings financing agreement, was $ 0 90,000 7,885 4,000 60,000 Ader Alef Securities Purchase Agreements Effective January 13, 2020, the Company entered into a securities purchase agreement with Ader Alef, pursuant to which Ader Alef purchased a convertible promissory note (the “January 13, 2020 Ader Alef Note”) from the Company in the aggregate principal amount of $ 110,250 5,250 5,000 100,000 January 13, 2020 8 Additionally, Ader Alef had the option to convert all or any amount of the principal face amount of the January 13, 2020 Ader Alef Note at any time from the date of issuance and ending on the later of the maturity date or the date the Default Amount was paid if an event of default occurs, which was an amount between 120 150 The conversion price for the January 13, 2020 Ader Alef Note during the first 6 months the January 13, 2020 Ader Alef Note was fixed at $2.50 and thereafter would be equal to a 35 4.99 9.99 59,365 The January 13, 2020 Ader Alef Note contained certain events of default, upon which principal and accrued interest would become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate of 24 The total principal amount outstanding under the above Ader Alef financing agreement was $ 110,250 4,073 0 110,250 7,493 59,365 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 LG Capital Securities Purchase Agreements Effective February 19, 2020, the Company entered into a securities purchase agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which LG Capital purchased a convertible promissory note (the “February 19, 2020 LG Capital Note”) from the Company in the aggregate principal amount of $ 75,000 3,750 2,500 71,250 February 19, 2021 8 During the first 60 to 180 days following the date of the note, the Company had the right to prepay the principal and accrued but unpaid interest due under the February 19, 2020 LG Capital Note, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 112 135 The conversion price for the February 19, 2020 LG Capital Note during the first 6 months the February 19, 2020 LG Capital Note was fixed at $500 and thereafter was equal to a 35% discount of the lowest closing bid price (“Lowest Trading Price”) of the Common Stock for the ten trading days immediately prior to the delivery of a Notice of Conversion, including the day upon which a Notice of Conversion was received. Notwithstanding the foregoing, LG Capital was restricted from effecting a conversion if such conversion, along with other shares of the Company’s common stock beneficially owned by LG Capital and its affiliates, exceeds 9.99 40,385 The February 19, 2020 LG Capital Note contained certain events of default, upon which principal and accrued interest would become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal would accrue at a default interest rate of 24 The total principal amount outstanding under the above LG Capital financing agreement was $ 75,000 2,164 0 75,000 5,421 40,385 There were 9,427 10,000 416 5,385 15,801 Geneva Roth Remark Securities Purchase Agreements December 2, 2020 Securities Purchase Agreement Effective December 2, 2020, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc.(“Geneva Roth”), pursuant to which Geneva Roth purchased a convertible promissory note (the “December 2, 2020 Geneva Roth”) from the Company in the aggregate principal amount of $ 78,000 3,000 December 2, 2021 8 January 5, 2021 Securities Purchase Agreement Effective January 5, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased a convertible promissory note (the “January 5, 2021 Geneva Roth”) from the Company in the aggregate principal amount of $ 68,500 3,500 January 5, 2022 8 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 March 16, 2021 Securities Purchase Agreement Effective March 16, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased a convertible promissory note (the “March 16, 2021 Geneva Roth”) from the Company in the aggregate principal amount of $ 63,500 3,500 The maturity date of the March 16, 2021 Geneva Roth Note was March 16, 2022 8 August 19, 2021 Securities Purchase Agreement Effective August 19, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased a convertible promissory note (the “August 19, 2021 Geneva Roth”) from the Company in the aggregate principal amount of $ 103,750 3,750 August 19, 2022 8 September 22, 2021 Securities Purchase Agreement Additionally, effective September 22, 2021, the Company entered into a securities purchase agreement with Geneva Roth Remark Holdings, Inc., pursuant to which Geneva Roth purchased a convertible promissory note (the “September 22, 2021 Geneva Roth”) from the Company in the aggregate principal amount of $ 63,750 September 22, 2022 8 During the first 60 to 180 days following the date of these notes, the Company had the right to prepay the principal and accrued but unpaid interest due under the above notes issued to Geneva Roth, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110 129 The conversion price for the above Geneva Roth notes was equal to a 35 9.99 203,269 The above Geneva Roth notes contained certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 The total principal amounts outstanding under the above Geneva Roth financing agreements were $ 132,000 3,477 78,000 3,120 42,000 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 The total principal amounts outstanding under the above Geneva Roth financing agreements were $ 0 299,500 11,980 161,269 1800 Diagonal Lending (formerly known as Sixth Street Lending) Securities Purchase Agreements October 21, 2021 Securities Purchase Agreement Effective October 21, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending LLC (“Sixth Street”), pursuant to which Sixth Street purchased a convertible promissory note (the “October 21, 2021 Sixth Street”) from the Company in the aggregate principal amount of $ 63,750 3,750 October 21, 2022 8 November 26, 2021 Securities Purchase Agreement Effective November 26, 2021, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth Street purchased a convertible promissory note (the “November 26, 2021 Sixth Street”) from the Company in the aggregate principal amount of $ 53,750 3,750 November 26, 2022 8 January 4, 2022 Securities Purchase Agreement Additionally, effective January 4, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth Street purchased a convertible promissory note (the “January 4, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 63,750 3,750 January 4, 2023 8 March 7, 2022 Securities Purchase Agreement Additionally, effective March 7, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC pursuant to which Sixth Street purchased a convertible promissory note (the “March 7, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 68,750 3,750 March 7, 2023 8 April 12, 2022 Securities Purchase Agreement Effective April 12, 2022, the Company entered into a securities purchase agreement with Sixth Street Lending LLC, pursuant to which Sixth Street purchased a convertible promissory note (the “April 12, 2022 Sixth Street”) from the Company in the aggregate principal amount of $ 68,750 3,750 April 12, 2023 8 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 May 12, 2022 Securities Purchase Agreement Effective May 12, 2022, the Company entered into a securities purchase agreement with 1800 Diagonal Lending LLC (“1800 Diagonal”), pursuant to which 1800 Diagonal purchased a convertible promissory note (the “May 12, 2022 1800 Diagonal Note”) from the Company in the aggregate principal amount of $ 63,750 3,750 May 12, 2023 8 During the first 60 to 180 days following the date of the above listed notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 110 129 The conversion price for the above 1800 Diagonal notes shall be equal to a 35 9.99 205,962 The above 1800 Diagonal notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 22 Other than as described above, the above 1800 Diagonal notes contain certain events of default, including failure to timely issue shares upon receipt of a notice of conversion, as well as certain customary events of default, including, among others, breach of covenants, representations or warranties, insolvency, bankruptcy, liquidation and failure by the Company to pay the principal and interest due under the Note. Additional events of default shall include, among others: (i) failure to reserve at least five times the number of shares issuable upon full conversion of the Note; (ii) bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Company or any subsidiary of the Company; provided, that in the event such event is triggered without the Company’s consent, the Company shall have sixty (60) days after such event is triggered to discharge such event, (iii) the Company’s failure to maintain the listing of the common stock on at least one of the OTC markets (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq Small Cap Market, the New York Stock Exchange, or the American Stock Exchange, (iv) The restatement of any financial statements filed by the Company with the SEC at any time after 180 days after the issuance date for any date or period until this note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have reasonably constituted a material adverse effect on the rights of 1800 Diagonal with respect to this note or the Purchase Agreement, and (v) the Company’s failure to comply with its reporting requirements of the Securities and Exchange Act of 1934 (the “Exchange Act”), and/or the Company ceases to be subject to the reporting requirements of the Exchange Act. In the event that the Company fails to deliver the shares of common stock issuable upon conversion of principal or interest under the above 1800 Diagonal notes within three business days of a notice of conversion by 1800 Diagonal, the Company shall incur a penalty of $ 1,000 Upon the occurrence and during the continuation of certain events of default, the above 1800 Diagonal notes will become immediately due and payable and the Company will pay 1800 Diagonal in full satisfaction of its obligations in the amount equal to 150 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 The total principal amount outstanding under the above Sixth Street financing agreements were $ 265,000 6,081 117,500 4,700 63,269 ONE44 Capital Securities Purchase Agreements December 7, 2021 Securities Purchase Agreement Effective December 7, 2021, the Company entered into a securities purchase agreement with ONE44 Capital LLC (“ONE44”), pursuant to which ONE44 purchased a convertible promissory note (the “December 7, 2021 ONE44”) from the Company in the aggregate principal amount of $ 170,000 25,500 December 7, 2022 10 March 29, 2022 Securities Purchase Agreement Effective March 29, 2022, the Company entered into a securities purchase agreement with ONE44 Capital LLC, pursuant to which ONE44 purchased a convertible promissory note (the “March 29, 2022 ONE44”) from the Company in the aggregate principal amount of $ 120,000 18,000 March 29, 2023 10 During the first 60 to 180 days following the date of these notes, the Company has the right to prepay the principal and accrued but unpaid interest due under the above notes issued to ONE44, together with any other amounts that the Company may owe the holder under the terms of the note, at a premium ranging from 120 135 The conversion price for the above ONE44 notes shall be equal to a 65 4.99 156,154 The above ONE44 notes contain certain events of default, upon which principal and accrued interest will become immediately due and payable. In addition, upon an event of default, interest on the outstanding principal shall accrue at a default interest rate of 24 250 th 500 th 20 The total principal amount outstanding under the above ONE44 financing agreements were $ 235,700 9,519 54,300 2,873 29,238 Convertible notes in default There are two convertible notes that are currently past due and are in default, consisting of $ 144,280 33,930 15% 18% Amortization of debt discounts The Company recorded $ 73,500 211,000 452,308 498,160 PROPANC BIOPHARMA, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2022 and 2021 Amortization of all debt discounts for the years ended June 30, 2022 and 2021 was $ 47,971 136,527 The Company reclassified $ 335,677 and $ 590,504 in put premiums to additional paid in capital following conversions during the year ended June 30, 2022 and 2021, respectively. |