UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended March 31, 2023

 

OR

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Transition Period from _______ to _______

 

Commission file number

333-191083

 

RASNA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   39-2080103

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification Number)

 

420 Lexington Ave, Suite 2525, New York, NY 10170

(Address of principal executive offices) (Zip Code)

 

Telephone: (646) 396-4087

(Registrant’s telephone number)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company  ☒
    Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 771,811,360 shares of common stock were issued and outstanding as of May 15, 2023.

 

 

 

 

 

TABLE OF CONTENTS

 

    PAGE
PART 1 FINANCIAL INFORMATION  
     
ITEM 1. FINANCIAL STATEMENTS (Unaudited) 1
  Condensed Consolidated Balance Sheets – March 31, 2023 and September 30, 2022 1
  Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2023 and 2022 2
  Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended March 31, 2023 and 2022 3
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and 2022 4
  Notes to the Unaudited Condensed Consolidated Financial Statements 5
ITEM 2. Management’s discussion and analysis of financial condition and results of operations 10
ITEM 3. Controls and Procedures 15
     
PART II OTHER INFORMATION  
     
ITEM 1A Risk factors 16
ITEM 6. Exhibits 16
SIGNATURES 17

 

i

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

RASNA THERAPEUTICS, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED) 

 

   March 31,
2023		   September 30,
2022		 
ASSETS        
Current assets:        
Cash  $2,221   $39,363 
Prepaid expenses   50,077    45,913 
Total assets  $52,298   $85,276 
           
LIABILITIES AND SHAREHOLDERS’ DEFICIT          
           
Liabilities:          
Current liabilities:          
Accounts payable and accrued expenses  $1,465,252   $1,351,320 
Related party payables   236,918    195,322 
Loan payable and accrued interest, related party   188,018    86,400 
Note payable   32,385    20,420 
Convertible notes payable, net - related party   
—
    20,900 
Derivative liabilities   
—
    7,544 
Total Current Liabilities   1,922,573    1,681,906 
           
Loan payable - related party – Long term liabilities   
—
    91,967 
           
Total Liabilities   1,922,573    1,773,873 
           
Commitments and contingencies   
 
    
 
 
           
Shareholders’ deficit          
Preferred stock, $0.001 par value 20,000,000 shares authorized, none issued and outstanding   
—
    
—
 
Common stock, $0.001 par value; 1,500,000,000 shares authorized and 711,811,360 issued and outstanding at March 31, 2023; 600,000,000 shares authorized and 179,979,361 issued and outstanding at September 30, 2022   771,811    179,979 
Additional paid-in capital   25,858,025    22,352,491 
Accumulated deficit   (28,500,111)   (24,221,067)
Total shareholders’ deficit   (1,870,275)   (1,688,597)
Total liabilities and shareholders’ deficit  $52,298   $85,276 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

1

 

 

RASNA THERAPEUTICS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   For the 
Three Months Ended
March 31,		   For the 
Six Months Ended
March 31,		 
   2023   2022   2023   2022 
                 
Operating (income)/ expenses:                
General and administrative  $93,955   $126,041   $198,811   $198,697 
Research and development   13,704    17,224    31,660    26,359 
Common stock issued for services (see Note 6)   3,858,793    
—
    3,858,793    
—
 
Gain on settlement of accounts payable   
—
    (150,000)   
—
    (150,000)
Gain on settlement of related party payable   
—
    (375,000)   
—
    (375,000)
Total operating expenses   3,966,452    (381,735)   4,089,264    (299,944)
                     
Loss from operations   (3,966,452)   381,735    (4,089,264)   299,944 
                     
Other income/(expense):                    
Accretion of debt discount   (164,147)   (77,153)   (180,333)   (280,553)
Interest expense   (6,489)   (20,706)   (18,191)   (39,001)
Gain on derivative liability   7,888    10,114    8,744    38,969 
Total other expenses   (162,748)   (87,745)   (189,780)   (280,585)
                     
Income tax provision   
—
    
—
    
—
    
—
 
                     
Net (loss)/ income  $(4,129,200)  $293,990   $(4,279,044)  $19,359 
                     
Basic and net(loss)/ income per share attributable to common shareholders  $0.00   $0.00   $0.00   $0.00 
Diluted net (loss)/ income per share attributable to common shareholders  $0.00   $0.00   $0.00   $0.00 
                     
Basic weighted average common shares outstanding   588,518,916    68,908,003    384,249,138    68,908,003 
Diluted weighted average common shares outstanding   588,518,916    170,038,369    384,249,138    163,241,111 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2

 

 

RASNA THERAPEUTICS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

 

   Three Months Ended March 31, 2023 
   Common Stock   Additional
Paid-In		   Accumulated   Total
Shareholders’		 
   Shares   Amount   Capital   Deficit   Deficit 
Balance at December 31, 2022   179,979,361   $179,979   $22,381,291   $(24,370,911)  $(1,809,641)
                          
Issuance of stock for the conversion of promissory notes   209,773,333    209,773    
—
    
—
    209,773 
Common stock issued for services    382,058,666    382,059    3,476,734    
—
    3,858,793 
Net loss   —    
—
    
—
    (4,129,200)   (4,129,200)
                          
Balance at March 31, 2023   771,811,360   $771,811   $25,858,025   $(28,500,111)  $(1,870,275)

 

   Three Months Ended March 31, 2022 
   Common Stock   Additional
Paid-In		   Accumulated   Total
Shareholders’		 
   Shares   Amount   Capital   Deficit   Deficit 
Balance at December 31, 2021   68,908,003   $68,909   $21,236,238   $(23,809,110)  $(2,503,963)
                          
Beneficial conversion feature related to convertible notes   —    
—
    72,000    
—
    72,000 
Net income   —    
—
    
—
    293,990    293,990 
                          
Balance at March 31, 2022   68,908,003   $68,909   $21,308,238   $(23,515,120)  $(2,137,973)

 

   Six Months Ended March 31, 2023 
   Common Stock   Additional
Paid-In		   Accumulated   Total Shareholders’ 
   Shares   Amount   Capital   Deficit   Deficit 
Balance at October 1, 2022   179,979,361   $179,979   $22,352,491   $(24,221,067)  $(1,688,597)
                          
Issuance of stock for the conversion of promissory notes   209,773,333    209,773    
—
    
—
    209,773 
Common stock issued for services   382,058,666    382,059    3,476,734    
—
    3,858,793 
Beneficial conversion feature related to convertible notes   —    
—
    28,800    
—
    28,800 
Net loss   —    
—
    
—
    (4,279,044)   (4,279,044)
                          
Balance at March 31, 2023   771,811,360   $771,811   $25,858,025   $(28,500,111)  $(1,870,275)

 

 

   Six Months Ended March 31, 2022 
   Common Stock   Additional
Paid-In		   Accumulated   Total
Shareholders’		 
   Shares   Amount   Capital   Deficit   Deficit 
Balance at October 1, 2021   68,908,003   $68,909   $20,711,758   $(23,534,479)  $(2,753,812)
                          
Beneficial conversion feature related to convertible notes   —    
—
    596,480    
—
    596,480 
Net income   —    
—
    
—
    19,359    19,359 
                          
Balance at March 31, 2022   68,908,003   $68,909   $21,308,238   $(23,515,120)  $(2,137,973)

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

 

RASNA THERAPEUTICS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   For the
Six Months Ended
March 31,		 
   2023   2022 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net (loss)/ income  $(4,279,044)  $19,359 
Adjustments to reconcile net loss to net cash used in operating activities:          
Non-cash interest expense   18,191    39,002 
Accretion of debt discount   180,333    280,553 
Derivative liability   (8,744)   (38,969)
Common stock issued for services   3,858,793    — 
Gain on settlement of accounts payable   
—
    (150,000)
Gain on settlement of related party payable   
—
    (375,000)
Changes in operating assets and liabilities:          
Accounts payable and accrued expenses   113,932    41,801 
Related party payable   41,596    14,376 
Prepaid expenses   49,786    26,108 
Net cash used in operating activities   (25,157)   (142,770)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from issuance of convertible notes payable   30,000    160,000 
Payments on note payable   (41,985)   
—
 
Net cash (used in)/ provided by operating activities   (11,985)   160,000 
           
Net change in cash   (37,142)   17,230 
           
Cash, beginning of period   39,363    10,848 
           
Cash, end of period  $2,221   $28,078 
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:          
Derivative liabilities in connection with issuance and extension of convertible notes.  $1,200   $74,520 
Beneficial conversion feature related to issuance and extension of convertible notes  $28,800   $596,481 
Issuance of common stock for conversions of promissory notes  $209,773   $
—
 
Issuance of note payable relating to renewal of insurance policy  $53,950   $
—
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

 

 

RASNA THERAPEUTICS, INC.

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 

1. GENERAL INFORMATION

 

Rasna Therapeutics, Inc. “Rasna Inc.” or the “Company”), is a biotechnology company incorporated in the State of Delaware on March 28, 2016. The Company is engaged in modulating the molecular target LSD1, which is implicated in the disease progression of leukemia and lymphoma.

 

These unaudited condensed consolidated financial statements are presented in United States dollars (“USD”) which is also the functional currency of the primary economic environment in which the Company operates.

 

Risks and Uncertainties

 

Management continues to evaluate the impact of inflation and the economic environment on the Company, and has concluded that while it is reasonably possible that inflation could have a negative effect on the Company’s financial position, results of its operations and/or ability to secure additional cash resources, there is no current impact as cash resources are currently secured by existing shareholders.

 

2. ACCOUNTING POLICIES

 

The principal accounting policies applied in the preparation of these unaudited condensed consolidated financial statements are set out below. These policies have been applied consistently to all the periods presented unless otherwise stated. There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s annual report on Form 10-K for the Fiscal year ended September 30, 2022.

 

Basis of preparation

 

These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the “SEC”) and United States generally accepted accounting principles (“US GAAP”) for interim reporting. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended September 30, 2022 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 9, 2023. The accompanying unaudited condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management, such financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information.

 

The results of the operations for the three and six months ended March 31, 2023 may not be indicative of the results that may be expected for the year ending September 30, 2023.

 

5

 

 

Principles of Consolidation

 

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna Research Inc, and Rasna Research Inc’s subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminated in the preparation of the accompanying consolidated financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The Company evaluates its estimates on an ongoing basis, including those related to the fair values of share based awards, income taxes and contingent liabilities, among others. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial position and results of operations.

 

Net loss per Share

 

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted income per share includes potentially dilutive securities such as outstanding options, warrants and convertible loan notes, using various methods such as the treasury stock, modified treasury stock, and if converted methods in the determination of dilutive shares outstanding during each reporting period.

 

Diluted loss per share does not include any common stock equivalents as their effects are anti-dilutive.

 

The fully diluted earnings per share includes the shares issuable upon the conversion of the outstanding convertible loan notes for the three and six months to March 31, 2022.

 

   Three months
March 31,
2022		   Six months
March 31,
2022		 
Net Income, numerator, basic computation   293,990    19,359 
Interest expense   19,266    36,122 
Net Income, numerator, diluted computation   313,256    55,481 
           
Weighted average shares, denominator, basic computation   68,908,003    68,908,003 
Effect of convertible notes   101,130,366    94,333,108 
Weighted average shares, denominator, diluted computation   170,038,369    163,241,111 
           
Earnings per share:          
Basic  $0.00   $0.00 
Diluted  $0.00   $0.00 

 

The shares issuable on the exercise of options and warrants have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive.

 

   March 31,
2023		   March 31,
2022		 
Stock options   938,675    3,648,675 
Warrants   1,926,501    1,926,501 
Total shares issuable upon exercise or conversion   2,865,176    5,575,176 

 

Recent Accounting Pronouncements

 

The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial position, results of operations and cash flows, or do not apply to its operations.

 

6

 

 

3. LIQUIDITY AND GOING CONCERN

 

The Company has no present revenue and has experienced net losses and significant cash outflows from cash used in operating activities since inception.

 

The Company is subject to a number of risks similar to those of other pre-commercial stage companies, including its dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of the Company’s development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill its development activities and generating a level of revenues adequate to support the Company’s cost structure.

 

The Company has experienced net losses and significant cash outflows from cash used in operating activities and as of March 31, 2023, had an accumulated deficit of $28,500,111, a net loss for the six months ended March 31, 2023 of $4,279,044 and net cash used in operating activities of $25,157.

 

The Company expects to continue to incur net losses and have significant cash outflows for at least the next 12 months and will require significant additional cash resources to launch new development phases of existing products in its pipeline.

 

In the event that the Company is unable to secure the additional cash resources needed, the Company may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern one year from the date of this filing. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support the Company’s cost structure.

 

4. CONVERTIBLE NOTES

 

The table below summarizes outstanding convertible notes as of March 31, 2023 and March 31, 2022:

 

     
Balance of related party notes payable, net as of September 30, 2022  $20,900 
Issuance of debt   30,000 
Accrued interest   8,540 
Accretion of debt discount   180,333 
Beneficial conversion feature related to issuance of convertible notes   (28,800)
Derivative liabilities in connection with issuance of convertible notes   (1,200)
Conversion of convertible notes   (209,773)
Balance of related notes payable, net as of March 31, 2023  $
-
 
      
Balance of non-related notes payable, net as of September 30, 2021  $371,997 
Accrued Interest   14,847 
Accretion of debt discount   152,090 
Beneficial conversion feature related to issuance of convertible notes   (206,801)
Derivative liabilities in connection with issuance of convertible notes   (28,200)
Balance of non-related notes payable, net as of March 31, 2022  $303,933 
      
Balance of related notes payable, net as of September 30, 2021  $230,287 
Issuance of debt   160,000 
Accrued Interest   21,275 
Accretion of debt discount   128,463 
Beneficial conversion feature related to issuance of convertible notes   (389,680)
Derivative liabilities in connection with issuance of convertible notes   (46,320)
Balance of related notes payable, net as of March 31, 2022  $104,025 

 

7

 

 

On December 23, 2022, the Company entered into a 16% Convertible Promissory Note with Panetta Partners Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $30,000 in cash. The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.001 per share or (ii) the price of the next equity financing, which raises at least US $1,000,000, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Note requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity.

 

On January 23, 2023, all outstanding notes with a principal value of $195,000 and accrued interest of $14,773 were converted into 209,773,333 shares with a par value of $0.001.

 

Embedded Derivative Liability

 

Under the promissory note agreement, the interest rate will reset upon the event of a default and an additional penalty of 6% will be accrued. The Company analyzed the conversion features of the note agreement for derivative accounting consideration under ASC 815, Derivatives and Hedging, and determined the interest rate resets met the definition of a derivative. It also noted that the Contingent Interest Rate feature required bifurcation from the host note contract and was to be accounted for at fair value. In accordance with ASC 815-15, the Company bifurcated the Contingent Interest Rate feature of the note and recorded a derivative liability.

 

The embedded derivatives for the notes are carried on the Company’s balance sheet at fair value. During the three and six months ended March 31, 2023, the Company recognized an additional derivative liability of $1,200 due to the issuance of the convertible notes. During the three and six months ended March 31, 2023, the Company recognized a gain on derivative liability of $7,888 and $8,744 due to the conversion of outstanding notes. During the three and six months to March 31, 2022, the Company recognized an additional $3,000 and $71,520 respectively due to the extension and issuance of the convertible notes. During the three and six month period ended March 31, 2022, the Company recognized a gain of $10,114 and $38,969 relating to the issuance and extension of convertible notes.

 

Beneficial Conversion Feature

 

The conversion features for all notes issued are in the money as of the issuance date and accordingly a beneficial conversion feature was recorded upon issuance. As the intrinsic value of the beneficial conversion feature exceeds the face value, the recorded beneficial conversion feature was limited to the gross proceeds less any debt discounts. As at March 31, 2023 this amounted to $28,800 for the new notes issued, which was fully amortized upon conversion of the notes. As at March 31, 2022 the beneficial conversion feature amounted to $596,481 for the amended and new notes issued.

 

5. NOTE PAYABLE

 

On March 31, 2023, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $53,950. Under the terms of the agreement, the Company made a down payment of $13,500, with the remaining balance financed over the remaining term at an annual percentage rate of 6.99%, resulting in finance charge of $1,187. Beginning in March 2023, the Company is making 9 monthly payments of $4,626, with the last payment made in November 2023. The interest expense for this note payable for the three months ending March 31, 2023 was $236.

 

On May 15, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $89,242. Under the terms of the agreement, the Company made a down payment of $10,210, with the remaining balance financed over the remaining term at an annual percentage rate of 7.328%. Beginning in May 2022, the Company is making 8 monthly payments of $10,210, with the last payment made in December 2022. At December 31, 2022, the note was fully paid. The interest expense for this note payable for the three months ending December 31, 2022 was $186.

 

8

 

 

6. EQUITY

 

In January 2023, the company issued 209,773,333 shares to Panetta Partners Ltd upon conversion of the outstanding promissory notes and accrued interest.

 

In March 2023, the Company issued 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company. At the date of issuance this was valued at $3,858,793, based on the issuance date stock price of $0.01 per share. 

 

7. RELATED PARTY TRANSACTIONS

 

The following is a summary of the related party transactions for the periods presented.

 

 Tiziana Life Sciences Plc (“Tiziana”)

 

The Company is party to a Shared Services Agreement with Tiziana, whereby the Company is charged for shared services and rent. Keeren Shah, the Company’s Chief Financial Officer, is also Chief Financial Officer of Tiziana, and the Company’s directors, Willy Simon and John Brancaccio are also non-executive directors of Tiziana.

 

As of March 31, 2023 and March 30, 2022, $18,041 and $25,822 respectively was due to Tiziana under services charged under the shared services agreement. This is recorded as a related party payable in the accompanying condensed consolidated balance sheets.

 

 In March 2020, Tiziana extended a loan facility to Rasna of $65,000. The loan is repayable within 18 months and incurs an interest charge of 8% per annum. In April 2020, the loan facility was extended by a further $7,000, so the loan facility totals $72,000. As of March 31, 2023, the amount due to Tiziana under this loan facility were $89,280. The amount due to Tiziana under this agreement as of March 31, 2022 was $83,520.

 

In July 2022, Tiziana extended another loan facility to Rasna of $85,000. The loan is repayable within 18 months and incurs an interest charge of 16% per annum. As of March 31, 2023, the amounts due to Tiziana under this loan facility were $98,738. The amount due to Tiziana under this agreement as of September 30, 2022 was $91,967.

 

Panetta Partners/ Gabriele Cerrone

 

Panetta Partners Limited, a shareholder of Rasna, is a company in which Gabriele Cerrone is a major shareholder and also serves as a director. As of December 31, 2022, and September 30, 2022, the balance due to Gabriele Cerrone was $175,000 for past consultancy services.

 

In July 2022, the Company entered into a promissory note with Panetta Partners Ltd for $165,000. The note carries an interest rate of 16% with a conversion price of $0.001 and is due for repayment by December 31, 2024. As at March 31, 2023, $184,580 was due with respect to notes issued. As at September 30, 2022 $171,233 was due with respect to notes issued.

 

In December 2022, the Company entered into an additional promissory note with Panetta Partners Ltd for $30,000 under the same terms. As at March 31, 2023, $31,307 was due with respect to this note issued.

 

In January 2023, the company issued 209,773,333 shares to Panetta Partners Ltd upon conversion of the outstanding promissory notes and accrued interest.

 

In March 2023, the Company issued 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company. At the date of issuance this was valued at $3,858,793 based on the issuance date stock price of $0.01.

 

Apart from the Convertible Promissory Notes, there is no interest charged on the balances with related parties. There are no defined repayment terms, and such amounts can be called for payment at any time.

 

Roberto Pellicciari and TES Pharma

 

Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of the Company’s principal shareholders. During the three and six months ended March 31, 2023 and March 31, 2022, Roberto Pellicciari did not supply the Company with consulting services.

 

In March 2022, the Company agreed to return back to TES Pharma S.R.L all intellectual property rights and assignments relating to NPM1. In exchange for this, TES Pharma S.R.L agreed to waive any payments due to them and their affiliates (which includes Roberto Pelliciari) by Rasna. this amounted to a $175,000 gain on the settlement of the related party payable to Roberto Pellicciari and a $150,000 gain on the settlement of accounts payable to TES Pharma and its affiliates. Rasna may be entitled to 20% of any future royalties and/or milestone payments upon successful completion of a clinical Proof of Concept study under certain agreed upon circumstances.

 

As of March 31, 2023, and September 30, 2022, the balance due to Roberto Pellicciari was $0 for past consultancy services. At March 31, 2023 and September 30, 2022, TES Pharma was owed $0.

 

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This section and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the Company’s Annual Report on Form 10-K filed on February 9, 2023 under the heading “Risk Factors,” which are incorporated herein by reference.

 

We assume no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

Unless expressly indicated or the context requires otherwise, the terms “Rasna,”,” the “Company,” “we,” “us,” and “our” refer to Rasna Therapeutics, Inc., a Nevada corporation, and, where appropriate, its wholly owned subsidiaries.

 

Company Background

 

To date, we have devoted substantially all of our resources to research and development efforts relating to our therapeutic candidates, including conducting clinical trials and developing manufacturing capabilities, in-licensing related intellectual property, protecting our intellectual property and providing general and administrative support for these operations. Since our inception, we have funded our operations primarily through the issuance of equity securities and convertible notes.

 

We anticipate that our expenses will increase substantially if and as we:

 

●initiate new clinical trials;

 

●seek to identify, assess, acquire and develop other products, therapeutic candidates and technologies;

 

●seek regulatory and marketing approvals in multiple jurisdictions for our therapeutic candidates that successfully complete clinical studies;

 

●establish collaborations with third parties for the development and commercialization of our products and therapeutic candidates;

 

●make milestone or other payments under our agreements pursuant to which we have licensed or acquired rights to intellectual property and technology;

 

●seek to maintain, protect, and expand our intellectual property portfolio;

 

●seek to attract and retain skilled personnel;

 

●incur the administrative costs associated with being a public company and related costs of compliance;

 

●create additional infrastructure to support our operations as a commercial stage public company and our planned future commercialization efforts; and

 

●experience any delays or encounter issues with any of the above.

 

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We expect to continue to incur significant expenses and increasing losses for at least the next several years. Accordingly, we anticipate that we will need to raise additional capital in addition to the net proceeds from this offering in order to obtain regulatory approval for, and the commercialization of our therapeutic candidates. Until such time that we can generate meaningful revenue from product sales, if ever, we expect to finance our operating activities through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or a combination of these approaches. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any approved therapies or products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition and results of operations.

 

We only have one segment of activity, which is that of a biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of leukemia and lymphoma.

 

Critical Accounting Policies and Estimates

 

This discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America, or US GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. In accordance with US GAAP, we base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

 

Basis of preparation

 

The accompanying financial statements have been prepared in conformity with US GAAP. Any reference in these notes to applicable guidance is meant to refer to US GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“the FASB”).

 

Liquidity and Going Concern

 

We are subject to a number of risks similar to those of other pre-commercial stage companies, including our dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of our development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill our development activities and generating a level of revenues adequate to support our cost structure.

 

We have no present revenue and have experienced net losses and significant cash outflows from cash used in operating activities since inception, and at March 31, 2023, had a working capital deficit of $1,870,275.

 

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We expect to continue to incur net losses and have significant cash outflows for at least the next twelve months and will require significant additional cash resources to launch new development phases of existing products in its pipeline. In the event that the Company is unable to secure the necessary additional cash resources needed, we may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about our ability to continue as a going concern one year from the date of this filing. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern one year from the date of this filing. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure.

 

The Company is currently looking into raising funds to progress its R&D pipeline.

 

Results of Operations

 

The following paragraphs set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

 

Results of Operations for the Three months ended March 31, 2023 and 2022

 

The following table sets forth the summary statements of operations for the periods indicated: 

 

   For the
Three Months Ended
March 31,		 
   2023   2022 
   (Unaudited)   (Unaudited) 
         
Operating expenses/ (income):        
General and administrative  $93,955   $126,041 
Research and development   13,704    17,224 
Common stock issued for services   3,858,793    — 
Gain on settlement of accounts payable   —    (150,000)
Gain on settlement of related party payable   —    (375,000)
Total operating expenses/ (income)   3,966,452    (381,735)
           
Loss/ (Income) from operations  $(3,966,452)  $381,735 
           
Other (expense)/ income:          
Accretion of debt discount   (164,147)   (77,153)
Interest expense   (6,489)   (20,706)
Gain on derivative liability   7,888    10,114 
           
Other expense  $(162,748)  $(87,745)
           
Net (loss)/ income  $(4,129,200)  $293,990 

 

Revenues

 

There were no revenues for the three months ended March 31, 2023, and 2022 because the Company does not have any commercial biopharmaceutical products.

 

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Operating Income/(Expenses)

 

Operating expenses, consisting of research and development costs, consultancy fees, legal and professional fees and general and administrative expenses, for the three months ended March 31, 2023 increased to $3,966,452 from income of $381,735 for the three months ended March 31, 2022, an increase of $4,348,187. Most of this increase in expenses was due to the issuance of 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company, which at the date of issuance was valued at $3,858,793, offset by a $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company in the three months to March 31, 2022, decreased general and administrative expenditure of $32,086 and decreased research and development patent expenditure of $3,520.

 

Other expense

 

During the three months ended March 31, 2023, other expense increased to $162,748 from $87,745 for the three months ended March 31, 2022. This increase is predominantly due to additional expenses of $86,994 due to the acceleration in the accretion of debt discount charges driven by the conversion of the outstanding notes in January 2023, a reduction in the gain on derivative liability of $2,226 offset by savings on interest expense of $14,217.

 

Net loss

 

Net loss for the three months ended March 31, 2023 increased to $4,129,200 from a net income of $293,990 for the three months ended March 31, 2022, a change of $4,423,190. This is predominantly due to the issuance of 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company, which at the date of issuance was valued at $3,858,793, additional expenses of $86,994 due to the acceleration in the accretion of debt discount charges driven by the conversion of the outstanding notes in January 2023, a reduction in the gain on derivative liability of $2,226 offset by a one off $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company in the three months to March 31, 2022, decreased general and administrative expenditure of $32,086, decreased research and development patent expenditure of $3,520 and savings on interest expense of $14,217.

 

Results of Operations for the Six months ended March 31, 2023 and 2022

 

The following table sets forth the summary statements of operations for the periods indicated:

 

   For the 
Six Months Ended
March 31,		 
   2023   2022 
   (Unaudited)   (Unaudited) 
         
Operating expense/ (income):        
General and administrative  $198,811   $198,697 
Research and development   31,660    26,359 
Common stock issued for services   3,858,793    — 
Gain on settlement of accounts payable   —    (150,000)
Gain on settlement of related party payable   —    (375,000)
Total operating expense/ (income)   4,089,264    (299,944)
           
(Loss)/ income from operations  $(4,089,264)  $299,944 
           
Other expense:          
Accretion of debt discount   (180,333)   (280,552)
Interest expense   (18,191)   (39,002)
Gain on derivative liability   8,744    38,969 
Other expense  $(189,780)  $(280,585)
           
Net (loss)/ income  $(4,279,044)  $19,359 

 

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Revenues

 

There were no revenues for the six months ended March 31, 2023, and 2022 because the Company does not have any commercial biopharmaceutical products.

 

Operating Income/(Expenses)

 

Operating expenses, consisting of research and development costs, consultancy fees, legal and professional fees and general and administrative expenses, for the three months ended March 31, 2023 increased to $4,089,264 from income of $299,944 for the three months ended March 31, 2022, an increase of $4,389,208. Most of this increase in expenses was due to the issuance of 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company, which at the date of issuance was valued at $3,858,793, increased general and administrative expenditure of $114, increased research and development patent expenditure of $5,301 offset by a $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company in the three months to March 31, 2022.

 

Other expense

 

During the six months ended March 31, 2023, other expense decreased to $189,780 from $280,585 for the six months ended March 31, 2022. This decrease is predominantly due to a decrease of $100,220 in the accretion of debt discount charges, savings in interest expenses of $20,810 offset by a reduction in the gain on derivative liability of $30,225.

 

Net loss

 

Net loss for the six months ended March 31, 2023 increased to $4,129,200 from a net income of $293,990 for the three months ended March 31, 2022, a change of $4,423,190. This is predominantly due to the issuance of 382,058,666 shares to Panetta Partners Ltd as consideration for their continued financial support of the company, which at the date of issuance was valued at $3,858,793, increased general and administrative expenditure of $114, increased research and development patent expenditure of $5,301, a reduction in the gain on derivative liability of $30,225 offset by a one off $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company in the three months to March 31, 2022, a decrease of $100,219 in the accretion of debt discount charges, and savings in interest expenses of $20,811.

 

Liquidity and Capital Resources

 

We believe we will require significant additional cash resources to continue to launch new development phases of existing products in the Company’s pipeline. In the event that we are unable to secure the necessary additional cash resources needed, we may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. Any debt financing, if available, may (i) involve restrictive covenants that impact our ability to conduct, delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize its self on unfavorable terms.

 

 On December 23, 2022, the Company entered into a 16% Convertible Promissory Note again with Panetta Partners Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $30,000 in cash under the same terms as the fifteenth note. Both notes were converted on January 23, 2023.

 

Capital Resources

 

The following table summarizes total current assets, liabilities and working capital deficiency as of the periods indicated:

 

   March 31,
2023
(Unaudited)		   September 30,
2022
(unaudited)		   Change 
             
Current assets  $52,298   $85,276   $(32,978)
Current liabilities   1,922,573    1,681,906    240,667 
Working capital deficit  $(1,870,275)  $(1,596,630)  $(273,645)

 

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We had a cash balance of $2,221 and $39,363 on March 31, 2023, and September 30, 2022, respectively.

 

Liquidity

 

The following table sets forth a summary of our cash flows for the periods indicated:

 

   For the six months ended
March 31,		 
   2023   2022   Increase/
(Decrease)		 
Net cash used in operating activities  $(25,157)  $(142,770)  $(117,613)
Net cash used in investing activities  $-   $-   $- 
Net cash provided by financing activities  $(11,985)  $160,000   $(171,985)

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities consists of net loss adjusted for the effect of changes in operating assets and liabilities.

 

Net cash used in operating activities was $25,157 for the six months ended March 31, 2023 compared to $142,770 for the six months ended March 31, 2022. The net loss of $4,279,044 for the six months ended March 31, 2023 was partially offset primarily by the non-cash issuance of support consideration settled in stock of $3,858,793, a gain on derivative liability of $8,744 adjusted for accretion of debt discount of $180,333, interest expense of $18,191 and changes in operating assets and liabilities of $206,314.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities consists of proceeds from the issuance of convertible notes of $30,000 offset by payments for on a note payable of $41,985 for the six months ended March 31, 2023 compared to proceeds from the issuance of convertible notes of $160,000 for the six months ended March 31, 2022.

 

ITEM 3. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

As of the end of the period covered by this Report, the Company’s Chief Executive Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II – OTHER INFORMATION

 

ITEM 1A. RISK FACTORS

 

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K/A as of and for the year ended September 30, 2022, filed with the SEC on February 9, 2023.

 

ITEM 6. EXHIBITS

 

31.1   Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema Document.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

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Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Rasna Therapeutics, Inc.
     
May 15, 2023 By: /s/ Keeren Shah
    Name:  Keeren Shah
    Title: Chief Financial Officer,
(Principal Executive Officer and
Principal Financial and
Accounting Officer)

 

 

17

 

 

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