Propanc Biopharma Inc美股招股说明书(2025-08-18版)

PROPANC BIOPHARMA, INC.3,091,500Shares of Common Stock This prospectus relates to 3,091,500 shares of common stock, par value $0.001 (the “Common Stock”), of Propanc Biopharma, Inc.,that may be sold from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) following theclosing of our uplist to the Nasdaq Capital Market, described in the Public Offering Prospectus (defined below). The selling stockholders must sell their shares at a fixed price per share of $4.00, which is the per share price of the shares beingoffered in our initial public offering, until such time as our shares are listed on a national securities exchange. Thereafter, the sharesoffered by this prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiatedtransactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices. By separateprospectus (the “Public Offering Prospectus”), we have registered an aggregate of 1,000,000 shares of our common stock which weare offering for sale to the public through our underwriters, excluding any shares issuable upon the underwriters’ over-allotmentoption. We have applied to have our common stock listed on The Nasdaq Capital Market under the symbol “PPCB” which listing is acondition to this offering. The distribution of the shares by the Selling Stockholders is not subject to any underwriting agreement. We will not receive anyproceeds from the sale of the shares by the Selling Stockholders. We will bear all expenses of registration incurred in connection withthis offering, but all selling and other expenses incurred by the Selling Stockholders will be borne by them. We are considered a smaller reporting company under the federal securities laws and have elected to be subject to reducedpublic company reporting requirements. An investment in our common stock may be considered speculative and involves ahigh degree of risk, including the risk of a substantial loss of your investment. See “Risk Factors” beginning on page 8 to readabout the risks you should consider before buying shares of our common stock. An investment in our common stock is notsuitable for all investors. Sales of the shares of our common stock registered in this prospectus and the Public Offering Prospectus will result in two offeringstaking place concurrently which might affect price, demand, and liquidity of our common stock. You should rely only on the information contained in this prospectus and any prospectus supplement or amendment. We have notauthorized anyone to provide you with different information. This prospectus may only be used where it is legal to sell these securities.The information in this prospectus is only accurate on the date of this prospectus, regardless of the time of any sale of securities. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HASAPPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THISPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this prospectus is August 13, 2025. TABLE OF CONTENTS PageProspectus Summary1Summary of Offering3Summary of Consolidated Financial Information4Risk Factors8Cautionary Note Regarding Forward-Looking Statements8Use of Proceeds32Market for Our Common Stock and Related Stockholder Matters33Management’s Discussion and Analysis of Financial Condition and Results of Operations35Business47Management73Executive Compensation78Description of Our Securities83Shares Eligible for Future Sale87Selling Shareholders32Plan of Distribution33Material U.S. Federal Income Tax Considerations88Legal Matters93Experts93Where You Can Find More Information93 Unless the context otherwise requires, we use the terms “we,” “us,” “Company,” “Propanc Biopharma,” and “our” to refer to PropancBiopharma, Inc. and its subsidiaries. Solely for convenience, our trademarks and tradenames referred to in this prospectus, may appear without the ® or ™ symbols, butsuch references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights tothese trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference into thisprospectus, or the accompanying prospectus are the property of their respective owners. SELLING STOCKHOLDERPROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of theinformation that you should consider before deciding to invest in our Common Stock. You should read the entire prospectus carefully,including the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and ourconsolidated financial statements and the related notes thereto that are included elsewhere in this prospectus, before making aninvestme