Propanc Biopharma, Inc S-1, filed Oct 30, 2024

Propanc Biopharma, Inc. (PPCB)

S-1 2024-10-30

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Added on October 21, 2026

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Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

	Per Unit	Total
Offering price	$	$
Underwriter’s discounts and commissions ⁽¹⁾	$	$
Proceeds to our company before expenses ⁽²⁾	$	$

(1)	We have agreed to reimburse EF Hutton, division of Benchmark Investments, Inc., the representative of the underwriters (“EF Hutton” or the “Representative”), for certain expenses. See “Underwriting” on page 80 for additional information regarding total underwriter compensation.
(2)	The amount of offering proceeds to us presented in this table does not give effect to any exercise of the Underwriters’ Over-Allotment Option we have granted to the underwriters as described below.

	Page
Prospectus Summary	1
Summary of Offering	4
Summary of Consolidated Financial Information	5
Risk Factors	7
Cautionary Note Regarding Forward-Looking Statements	7
Use of Proceeds	31
Market for Our Common Stock and Related Stockholder Matters	31
Capitalization	33
Dilution	34
Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Business	41
Management	59
Executive Compensation	63
Description of Our Securities	69
Shares Eligible for Future Sale	74
Material U.S. Federal Income Tax Considerations	75
Underwriting	80
Legal Matters	87
Experts	87
Where You Can Find More Information	87

	●	Because PRP remains in the early stages of development and may never become commercially viable, you may lose some or all of your investment.
	●	PRP may cause undesirable side effects that could negatively impact its clinical trial results or limit its use, hindering further development, subject us to possible product liability claims, and make it more difficult to commercialize PRP
	●	Because successful development of our products is uncertain, our results of operations may be materially harmed.
	●	A variety of factors, either alone or in concert with each other, could result in our clinical trials of PRP being delayed or unsuccessful.
	●	If we fail to obtain regulatory approval in jurisdictions outside the U.S., we will not be able to market PRP in those jurisdictions.
	●	If, in the future, we are unable to establish sales and marketing capabilities or enter into agreements with third parties to sell and market PRP, we may not be successful in commercializing our product candidates if and when they are approved.
	●	We face substantial competition, which may result in others discovering, developing or commercializing products before or more successfully than we do.
	●	Even if we are able to commercialize PRP, we will need to seek approval for reimbursement before it can be marketed, and it may become subject to unfavorable pricing regulations, third-party reimbursement practices or healthcare reform initiatives, which would harm our business.

	●	Reduced disclosure obligations (e.g., matters regarding executive compensation) in our periodic reports, proxy statements and registration statements; and

	●	Not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

	●	an exemption from the rule that a majority of our board of directors must be independent directors;
	●	an exemption from the rule that our compensation committee be composed entirely of independent directors;
	●	an exemption from the rule that our director nominees must be selected or recommended solely by independent directors or a nominating committee composed solely of independent directors;

Issuer:		Propanc Biopharma, Inc.

Securities offered⁽¹⁾:		1,500,000 Units, each consisting of one share of common stock and one warrant to purchase one share of common stock, at an estimated public offering price of $[ ] per Unit. Each warrant will have an estimated exercise price equal to $[ ] per share (115% of the assumed public offering price of $[ ] per Unit), is exercisable immediately and will expire [ ] years from the date of issuance. The Units will not be certificated or issued in stand-alone form. The shares of our common stock and the warrants comprising the Units are immediately separable upon issuance and will be issued separately in this offering.

Over-allotment option:		We have granted to the Representative a 45-day option to purchase up to [ ] additional shares of our Common Stock at a public offering price of $[ ] per share and/or Warrants to purchase up to a total of [ ] shares of Common Stock at $[ ] per Warrant, less the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any.

Common Stock outstanding before this offering:		[ ] shares

Common Stock outstanding after the offering⁽¹⁾:		[ ] shares, or [ ] shares if the underwriters exercise their over-allotment option in full.

Use of proceeds:		We estimate that the net proceeds to us from this offering will be approximately $[ ] million, or approximately $[ ] million if the underwriters exercise their over-allotment option in full, assuming an offering price of $[ ] per share, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.. We intend to use the net proceeds of this offering primarily for working capital, as well as for general corporate purposes. See “Use of Proceeds” for additional information.

Underwriters’ compensation:		In connection with this offering, the underwriters will receive an underwriting discount equal to 8% of the gross proceeds from the sale of Common Stock in the offering. We will also reimburse the underwriters for certain out-of-pocket actual expenses related to the offering. For additional information regarding our arrangement with the underwriters, please see “Underwriting.”

Proposed Nasdaq Capital Market trading symbol and listing:		Our Common Stock is quoted on the OTC Pink under the symbol “PPCB”. No assurance can be given that our listing application will be approved. We have applied to the Nasdaq Capital Market to list our Common Stock under the symbol “PPCB”. No assurance can be given that our listing application will be approved.

Lock-up agreements:		We, our directors, executive officers, and shareholders who own 5% or more of our outstanding Common Stock have agreed with the underwriters not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period of 180 days, commencing on the date of this prospectus. See “Underwriting” for additional information.

Dividend policy:		We have not historically paid dividends on our Common Stock and do not anticipate paying dividends on our Common Stock for the foreseeable future.

Transfer agent:		Securities Transfer Corporation
Risk factors:		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 7 and the other information contained in this prospectus for a discussion of factors you should carefully consider before investing in our securities.

(1)	The total number of shares of Common Stock that will be outstanding after this offering is based on [ ] shares of Common Stock outstanding as of [ ], 2024. Unless otherwise indicated, the shares outstanding after this offering excludes the following:
●	[ ] shares of our Common Stock issuable upon exercise of Warrants to purchase Common Stock (see “Description of Our Securities” for more information)

	June 30, 2024			June 30, 2023

ASSETS

CURRENT ASSETS:
Cash	$	21,085		$	10,047
GST tax receivable		2,950			2,867
Prepaid expenses and other current assets		1,406			6,125

TOTAL CURRENT ASSETS		25,441			19,039

Deferred Offering Costs		27,117			-
Security deposit - related party		2,008			1,999
Operating lease right-of-use assets, net - related party		17,799			38,988
Property and equipment, net		-			302

TOTAL ASSETS	$	72,365		$	60,328

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES:
Accounts payable	$	1,213,335		$	966,718
Accrued expenses and other payables		792,190			579,707
Accrued interest		94,612			44,709
Loan payable		145,091			65,280
Loans payable - related party		71,629			-
Note payable, net of discount		204,694			-
Convertible notes, net of discounts and including put premiums		399,325			390,539
Operating lease liability - related party, current portion		19,362			21,505
Embedded conversion option liabilities		133,886			423,209
Due to former director - related party		29,759			29,630
Loan from former director - related party		49,528			49,314
Employee benefit liability		639,371			587,618

TOTAL CURRENT LIABILITIES		3,792,782			3,158,229

NON-CURRENT LIABILITIES:
Loan payable - long-term - related party, net of discount		58,642			-
Operating lease liability - long-term portion - related party		-			19,278

TOTAL NON-CURRENT LIABILITIES		58,642			19,278

TOTAL LIABILITIES	$	3,851,424		$	3,177,507

STOCKHOLDERS’ DEFICIT:
Preferred stock, 1,500,005 shares authorized, $0.01 par value:
Series B preferred stock, $0.01 par value; 5 shares authorized; 1 share issued and outstanding as of June 30, 2024 and 2023	$	-		$	-
Common stock, $0.001 par value; 10,000,000,000 shares authorized; 478,802,488 and 6,031,250 shares issued and outstanding as of June 30, 2024 and 2023, respectively		478,802			6,031
Common stock issuable (0 and 1,621,653 shares as of June 30, 2024 and 2023, respectively)		-			1,621
Additional paid-in capital		61,217,255			60,311,502
Accumulated other comprehensive income		1,269,581			1,294,876
Accumulated deficit		(66,698,220	)		(64,684,732	)
Treasury stock ($0.001 share)		(46,477	)		(46,477	)

TOTAL STOCKHOLDERS’ DEFICIT		(3,779,059	)		(3,117,179	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	72,365		$	60,328

	For the years ended June 30,
	2024			2023

REVENUE
Revenue	$	-		$	-

OPERATING EXPENSES
Administration expenses		1,253,797			1,499,885
Occupancy expenses - related party		34,150			28,841
Research and development		248,102			247,919
TOTAL OPERATING EXPENSES		1,536,049			1,776,645

LOSS FROM OPERATIONS		(1,536,049	)		(1,776,645	)

OTHER INCOME (EXPENSE)
Interest expense		(665,841	)		(532,821	)
Interest income		60			36
Derivative expense		(141,012	)		-
Change in fair value of derivative liabilities		316,537			(530,330	)
Gain from settlement of accounts payable		-			17,499
Gain on extinguishment of debt, net		54,565			25,969
Foreign currency transaction gain		22,080			5,885
TOTAL OTHER EXPENSE, NET		(413,611	)		(1,013,762	)

LOSS BEFORE TAXES		(1,949,660	)		(2,790,407	)

Tax benefit		129,132			129,841

NET LOSS	$	(1,820,528	)	$	(2,660,566	)

Deemed Dividend		(192,960	)		(466,273	)

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,013,488	)	$	(3,126,839	)

BASIC AND DILUTED NET LOSS PER SHARE AVAILABLE TO COMMON STOCKHOLDERS	$	(0.02	)	$	(1.80	)

BASIC AND DILUTED WEIGHTED AVERAGE SHARES OUTSTANDING		85,045,339			1,738,802

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS	$	(2,013,488	)	$	(3,126,839	)

OTHER COMPREHENSIVE INCOME (LOSS)
Unrealized foreign currency translation gain (loss)		(25,295	)		60,327

TOTAL OTHER COMPREHENSIVE INCOME (LOSS)		(25,295	)		60,327

TOTAL COMPREHENSIVE LOSS	$	(2,038,783	)	$	(3,066,512	)

	●	actual or anticipated results of our clinical trials;

	●	actual or anticipated fluctuations in our operating results;

	●	quarterly variations in the rate of growth of our financial indicators, or those of companies that are perceived to be similar to us;

	●	the potential absence of securities analysts covering us and distributing research and recommendations about us;

	●	speculation in the press or investment community;

	●	public reaction to our press releases, announcements concerning our business or those of our competitors or customers, and filings with the SEC;

	●	We expect our actual operating results to fluctuate widely if and when we generate sales and increase production capabilities and other operations;

	●	low trading volume for our Common Stock;

	●	overall stock market fluctuations;

	●	general financial market conditions and oil and natural gas industry market conditions, including fluctuations in commodity prices;

	●	the realization of any of the risk factors presented in this prospectus;

	●	our ability to raise capital when we require it, and to raise such capital on favorable terms;

	●	our outstanding indebtedness;

	●	we have no institutional line-of-credit available to fund our operations and we may be unable to obtain a line of credit under terms that are mutually agreeable;

	●	changes in financial estimates by securities analysts or our failure to perform as anticipated by the analysts;

	●	conditions or trends in the industry, including the prices of oil and natural gas;

	●	litigation;

	●	changes in market valuations of other similar companies;

	●	announcements by us or our competitors of new products or of significant technical innovations, contracts, acquisitions, strategic partnerships or joint ventures;

	●	future sales of Common Stock;

	●	actions initiated by the SEC or other regulatory bodies;

	●	the success of our exploration and development operations, and the marketing of any oil and natural gas we produce;

	●	departure of key personnel or failure to hire key personnel; and

	●	domestic and international economic, health, legal and regulatory factors unrelated to our performance.

	●	making certain payments in respect of equity interests, including, among others, the payment of dividends and other distributions, redemptions and similar payments, payments in respect of warrants, options and other rights, and payments in respect of subordinated indebtedness;

	●	incurring additional debt;

	●	providing guarantees in respect of obligations of other persons;

	●	making loans, advances and investments;

	●	entering into transactions with investment funds and affiliates;

	●	creating or incurring liens;

	●	entering into negative pledges;

	●	selling all or any part of the business, assets or property, or otherwise disposing of assets;

	●	making acquisitions or consolidating or merging with other persons;

	●	entering into sale-leaseback transactions;

	●	changing the nature of our business;

	●	changing our fiscal year;

	●	making certain modifications to organizational documents or certain material contracts;

	●	making certain modifications to certain other debt documents; and

	●	entering into certain agreements with respect to the repayment of indebtedness.

	●	regulators or institutional review boards may not authorize us or our investigators to commence a clinical trial or conduct a clinical trial at a prospective trial site;

	●	we may have delays in reaching or fail to reach an agreement on acceptable clinical trial contracts or clinical trial protocols with prospective trial sites;

	●	as noted previously, clinical trials of PRP may produce negative or inconclusive results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development altogether;

	●	the number of patients required for clinical trials may be larger than we anticipate, enrollment in these clinical trials may be slower than we anticipate, or participants may drop out of these clinical trials at a higher rate than we anticipate;

	●	our third-party contractors may fail to comply with regulatory requirements or fail to meet their contractual obligations to us in a timely manner, or at all;

	●	regulators or institutional review boards may require that we or our investigators suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or a finding that the participants are being exposed to unacceptable health risks;

	●	the cost of clinical trials may be greater than we anticipate;

	●	the supply or quality of PRP or other materials necessary to conduct its clinical trials may be insufficient or inadequate; and

	●	PRP may, as also noted above, have undesirable side effects or other unexpected characteristics, causing us or our investigators, regulators or institutional review boards to suspend or terminate the trials.

	●	be delayed in obtaining marketing approval;

	●	not obtain marketing approval at all;

	●	obtain approval for indications or patient populations that are not as broad as intended or desired;

	●	obtain approval with labeling that includes significant use or distribution restrictions or safety warnings, including boxed warnings;

	●	be subject to additional post-marketing testing requirements; or

	●	fail to obtain that degree of market acceptance necessary for commercial success.

	●	our inability to recruit and retain adequate numbers of effective sales and marketing personnel;

	●	the inability of sales personnel to obtain access to physicians or persuade an adequate number of physicians to prescribe any future products;

	●	the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and

	●	unforeseen costs and expenses associated with creating an independent sales and marketing organization.

	●	collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;

	●	collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew development or commercialization programs based on clinical trial results, changes in the collaborator’s strategic focus or available funding or external factors such as an acquisition that diverts resources or creates competing priorities;

	●	collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

	●	collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products or product candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

	●	collaborators with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and distribution of such product or products;

	●	collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation;

	●	disputes may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization of our products or product candidates or that result in costly litigation or arbitration that diverts management attention and resources; and

	●	collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization of the applicable product candidates.

	●	reliance on such manufacturer for regulatory compliance and quality assurance;

	●	potential breach of the manufacturing agreement by such manufacturer, including the misappropriation of our proprietary information, trade secrets and know-how;

	●	potential termination or nonrenewal of such agreement at a time that is costly or inconvenient for us; and

	●	disruptions to such manufacturer’s operations, or those of its suppliers, caused by conditions unrelated to our business or operations, including the bankruptcy of such manufacturer or supplier or a catastrophic event affecting such manufacturer or supplier.

	●	restrictions on such products, manufacturers or manufacturing processes;

	●	restrictions on the labeling or marketing of a product;

	●	restrictions on product distribution or use;

	●	requirements to conduct post-marketing clinical trials;

	●	warning or untitled letters;

	●	withdrawal of the products from the market;

	●	refusal to approve pending applications or supplements to approved applications that we submit;

	●	recall of products;

	●	fines, restitution or disgorgement of profits or revenue;

	●	suspension or withdrawal of marketing approvals;

	●	refusal to permit the import or export of our products;

	●	product seizure; or

	●	injunctions or the imposition of civil or criminal penalties.

	●	the federal healthcare anti-kickback statute prohibits, among other things, persons from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid;

	●	the federal False Claims Act imposes criminal and civil penalties, including civil whistleblower or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

	●	the federal Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, imposes criminal and civil liability for executing a scheme to defraud any healthcare benefit program and also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

	●	the federal false statements statute prohibits knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare benefits, items or services;

	●	the federal transparency requirements under the Health Care Reform Law requires manufacturers of drugs, devices, biologics and medical supplies to report to the Department of Health and Human Services information related to physician payments and other transfers of value and physician ownership and investment interests; and

	●	analogous state laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers, and some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the federal government in addition to requiring drug manufacturers to report information related to payments to physicians and other health care providers or marketing expenditures.

	●	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 independent 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.

	●	an actual basis (giving effect on a retroactive basis, to a 1- for –60,000 reverse stock split which will occur prior to the closing of the offering); and

	●	on an adjusted basis to give effect to our sale of 1,500,000 Units in this offering at the assumed public offering price of $[ ] per share, which is the last reported sale price of our Common Stock on the OTC on [ ], 2024, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of June 30, 2024
	Unaudited
	Actual			As Adjusted
Cash	$			$
Stockholders’ equity		-

Common stock – no shares outstanding		-			-

Accumulated deficit		(	)		(	)
Total stockholders’ equity	$			$
Total capitalization	$			$

Assumed offering price per share		$
Historical net tangible book value per share as of [ ]		$
Increase in net tangible book value per share attributable to new investors		$
Net tangible book value per share after the offering		$
Dilution per share to new investors		$

	●	Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan;
	●	Our ability to implement our business plan;
	●	Our ability to generate sufficient cash to survive;
	●	The degree and nature of our competition;
	●	The lack of diversification of our business plan;
	●	The general volatility of the capital markets and the establishment of a market for our shares; and
	●	Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police, and military activities overseas and other disruptive worldwide political and economic events and environmental weather conditions.

	For the years ended June 30,
	2024			2023
Net cash used in operating activities	$	(935,118	)	$	(1,105,251	)
Net cash provided by financing activities	$	941,894		$	1,113,719
Effect of exchange rate changes on cash	$	4,262		$	(2,488	)

	●	completion of preclinical laboratory and animal testing in compliance with the FDA’s good laboratory practice (“GLP”), regulations;

	●	submission to the FDA of an investigational new drug (“IND”) application for human clinical testing, which must become effective before human clinical trials may begin in the United States;

	●	performance of adequate and well-controlled human clinical trials to establish the safety, purity and potency of the proposed product for each intended use;

	●	satisfactory completion of an FDA pre-approval inspection of the facility or facilities at which the product is manufactured to assess compliance with the FDA’s CGMP regulations; and

	●	submission to and approval by the FDA of an NDA.

	●	Phase I: Initially conducted in a limited population to test the product candidate for safety and dose tolerance;

	●	Phase II: Generally conducted in a limited patient population to identify possible adverse effects and safety risks, to determine the initial efficacy of the product for specific targeted indications and to determine optimal dosage. A Phase IIa trial is a non-pivotal, exploratory study that assesses biological activity as its primary endpoint. A Phase IIb trial is designed as a definite dose finding study with efficacy as the primary endpoint. Multiple Phase II clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more extensive Phase III clinical trials;

	●	Phase III: Commonly referred to as pivotal studies. When Phase II evaluations demonstrate that a dose range of the product is effective and has an acceptable safety profile, Phase III clinical trials are undertaken in large patient populations to further evaluate dosage, to provide substantial evidence of clinical efficacy and to further test for safety in an expanded and diverse patient population at multiple, geographically-dispersed clinical trial sites. Generally, replicate evidence of safety and effectiveness needs to be demonstrated in two adequate and well-controlled Phase III clinical trials of a product candidate for a specific indication. These studies are intended to establish the overall risk/benefit ratio of the product and provide adequate basis for product labelling; and

	●	Phase IV: In some cases, the FDA may condition approval of an NDA on the sponsor’s agreement to conduct additional clinical trials to further assess the product’s safety, purity and potency after NDA approval. Such post-approval trials are typically referred to as Phase IV clinical trials.

Name	Age	Position
James Nathanielsz	50	Chief Executive Officer, Chief Financial Officer and Director
Dr. Julian Kenyon	77	Chief Scientific Officer and Director
Josef Zelinger	74	Independent Director

	●	The identification, assessment, evaluation, selection, conduct and management of research projects, both those which are under review and are in progress;

	●	intellectual property; and

	●	commercialization.

	●	Professor Klaus Kutz (also serving as our acting Chief Medical Officer);

	●	Professor Macarena Perán;

	●	Professor Juan Antonio Marchal Corrales;

	●	Dr. Maria Garcia; and

	●	Dr. Ralf Brandt.

	Year		Salary ($)		Bonus ($)			Option Awards ($)		All Other Compensation ($)			Total ($)
James Nathanielsz ⁽¹⁾		2023	$	399,840	$	-		$	-	$	30,444	⁽⁴⁾	$	430,284
Chief Executive Officer		2024	$	401,580	$	102,195	⁽³⁾	$	-	$	44,752	⁽⁴⁾	$	548,527

	(2)	Under the Nathanielsz Employment Agreement (as defined below), Mr. Nathanielsz received a gross annual salary of $400,000 AUD ($309,313 USD) per year effective February 1, 2018 as approved by the board of directors. Mr. Nathanielsz has also accrued unused annual and long service leave in the amounts of $627,337 AUD ($419,877 USD) and $584,815 AUD ($389,721 USD) for the fiscal years ended June 30, 2024 and 2023, respectively, which are included in the total above. On August 1, 2022, the board of directors approved an increase of Mr. Nathanielsz’s annual base salary from $400,000 AUD ($309,313 USD) to $600,000 AUD ($414,900 USD), effective July 1, 2022.

	(3)	No bonus was approved in fiscal year 2023. In January 2024, the Board approved a bonus of $150,000 AUD or $102,195 USD.

	(4)	Under the Nathanielsz Employment Agreement, Mr. Nathanielsz receives a 11.0% contribution to a pension of which he is the beneficiary and amounted to $27,038 USD and $27,100 USD for the years ended June 30, 2024 and 2023, respectively. In addition, pursuant to the Nathanielsz Employment Agreement, we may make a monthly payment to cover the costs relating to Mr. Nathanielsz use of a vehicle and certain fringe benefits. For the fiscal years ended June 30, 2024 and 2023, $17,714 USD and $3,344 USD, respectively, was paid to Mr. Nathanielsz for use of a vehicle.

	●	Restricted stock awards and restricted stock units may be awarded on terms and conditions established by the compensation committee, which may include performance conditions for restricted stock awards and the lapse of restrictions on the achievement of one or more performance goals for restricted stock units.

	●	The board of directors may make performance grants, each of which will contain performance goals for the award, including the performance criteria, the target and maximum amounts payable, and other terms and conditions.

	●	The 2019 Plan authorizes the granting of stock awards. The board of directors will establish the number of shares of our Common Stock to be awarded (subject to the aggregate limit established under the 2019 Plan upon the number of shares of our Common Stock that may be awarded or sold under the 2019 Plan) and the terms applicable to each award, including performance restrictions.

	●	Stock appreciation rights (“SARs”) entitle the participant to receive a distribution in an amount not to exceed the number of shares of Common Stock subject to the portion of the SAR exercised multiplied by the difference between the market price of a share of Common Stock on the date of exercise of the SAR and the market price of a share of our Common Stock on the date of grant of the SAR.