Propanc Biopharma Inc美股招股说明书(2026-03-06版)

PROPANC BIOPHARMA, INC.7,000,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 7,000,000 shares of our common stock, par value $0.001 per share(“Common Stock”), by the selling stockholder identified herein (the “Selling Stockholder”). The shares of Common Stock beingregistered hereunder include up to 7,000,000 shares of Common Stock issuable upon conversion of (i) 100 shares (the “Initial Shares”)of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), held by the Selling Stockholder and issuedpursuant to the Securities Purchase Agreement (as defined below) and (ii) 9,900 shares of Series C Preferred Stock issuable upon theexercise of a warrant (the “Warrant”) held by the Selling Stockholder (the “Warrant Conversion Shares,” and, together with the InitialShares, the “Shares”). For additional information on the Shares, see “Prospectus Summary-The Selling Stockholder Transaction.” Our registration of the Shares covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of theShares. The Selling Stockholder acquired the Shares in private transactions exempt from registration under the Securities Act of 1933,as amended (the “Securities Act”). We will not receive any proceeds from the resale of the Shares by the Selling Stockholder in this offering. All selling and otherexpenses incurred by the Selling Stockholder will be paid by the Selling Stockholder, except for certain legal fees and expenses, whichwill be paid by us. The Selling Stockholder may sell, transfer or otherwise dispose of any or all of the Shares offered by thisprospectus from time to time on The Nasdaq Stock Market LLC (“Nasdaq”) or any other stock exchange, market, or trading facility onwhich the shares are traded, or in private transactions. The Shares may be offered and sold or otherwise disposed of by the SellingStockholder at fixed prices, market prices prevailing at the time of sale, prices related to prevailing market prices, or privatelynegotiated prices. Refer to the section entitled “Plan of Distribution” for more information regarding how the Selling Stockholder mayoffer, sell, or dispose of their Shares. To the extent that the Selling Stockholder exercises all or part of the Warrant, we will receive theexercise price of such exercise. We will bear all fees and expenses incident to our obligation to register the Shares. Our Common Stock is traded on Nasdaq under the symbol “PPCB”. On January 28, 2026, the last reported sale price of our CommonStock on Nasdaq was $0.39 per share. We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read theentire prospectus and any amendments or supplements carefully before you make your investment decision. Investing in our Common Stock involves risks. Before buying any shares of Common Stock, you should review carefully therisks and uncertainties described under the heading “Risk Factors” beginning on page 6 of this prospectus and in thedocuments incorporated by reference into this prospectus. 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 February 24, 2026. TABLE OF CONTENTS PageProspectus Summary1Cautionary Note Regarding Forward-Looking Statements5Risk Factors6Use of Proceeds31Selling Stockholder31Plan of Distribution32Market for Our Common Stock and Related Stockholder Matters33Management’s Discussion and Analysis of Financial Condition and Results of Operations35Business47Management79Executive Compensation87Description of Our Securities93Shares Eligible for Future Sale97Material U.S. Federal Income Tax Considerations98Legal Matters103Experts103Where You Can Find More Information103 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. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the“SEC”) pursuant to which the Selling Stockholder may, from time to time, offer and sell or otherwise dispose of the shares of ourCommon Stock covered by this prospectus. We will not receive any proceeds from the sale by the S