U.S. 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 June 30, 2022

 

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: 000-55299

 

NASCENT BIOTECH INC

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada

 

46-5001940

(State of Incorporation)

 

(IRS Employer Identification No.)

 

 

 

623 17th Street Suite 4 Vero Beach, FL

 

32960

(Address of Principal Executive Offices)

 

(Zip Code)

 

(612) 961-5656

(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 (or for such shorter period that the Registrant was required to file such reports), and (2) 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 ☐

 

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 large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer

Accelerated filed

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 Exchange Act). Yes ☐ No ☒

 

As of August 9, 2022 the Registrant had,117,065,675 shares of common stock and no shares of Series A convertible preferred issued and outstanding.

 

 

 

TABLE OF CONTENTS

 

PART I –

FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statement (Unaudited)

 

 

 

 

 

Unaudited Consolidated Balance Sheets as of June 30, 2022, and audited March 31, 2022

3

 

 

 

 

Unaudited Consolidated Statements of Operations for the Three Months Ended June 30, 2022 and 2021

4

 

 

 

 

Unaudited Consolidated Statements of Stockholders’ Deficit for the Three Months Ended June 30, 2022 and 2021

5

 

 

 

 

Unaudited Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2022 and 2021

6

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

7

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

14

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risks

16

 

 

 

Item 4.

Controls and Procedures

16

 

 

 

PART II –

OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

17

 

 

 

Item 1A.

Risk Factors

17

 

 

 

Item 2.

Unregistered Sales of Equity and Use of Proceeds

17

 

 

 

Item 3.

Default upon Senior Securities

17

 

 

 

Item 4.

Mine Safety Information

17

 

 

 

Item 5.

Other Information

17

 

 

 

Item 6.

Exhibits

18

 

 

 

 

SIGNATURES

19

 

 
2

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

ITEM: 1 FINANCIAL STATEMENT

 

NASCENT BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

June 30, 2022

 

 

March 31, 2022

 

 

 

(Unaudited)

 

 

(Audited)

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$ 145,575

 

 

$ 94,414

 

Prepaid

 

 

37,750

 

 

 

11,000

 

Total current assets

 

 

183,325

 

 

 

105,414

 

 

 

 

 

 

 

 

 

 

Total assets

 

$ 183,325

 

 

$ 105,414

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 702,816

 

 

$ 776,891

 

Convertible note- net of discount

 

 

64,887

 

 

 

-

 

Derivative liability

 

 

835,914

 

 

 

-

 

Due to related parties

 

 

16,500

 

 

 

-

 

Total current liabilities

 

 

1,620,117

 

 

 

776,891

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

1,620,117

 

 

 

776,891

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit:

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively

 

 

-

 

 

 

-

 

Common stock, $0.001 par value; 500,000,000 authorized, 117,065,675 and 111,313,175 issued and outstanding, respectively

 

 

117,065

 

 

 

111,313

 

Additional paid-in capital

 

 

18,567,825

 

 

 

18,039,016

 

Accumulated deficit

 

 

(20,121,682 )

 

 

(18,821,806 )

Total stockholders’ deficit

 

 

(1,436,792 )

 

 

(671,476 )

Total liabilities and stockholders’ deficit

 

$ 183,325

 

 

$ 105,414

 

 

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

 

 
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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

Operating expenses:

 

 

 

 

 

 

Consulting

 

$ 423,150

 

 

$ 162,813

 

General and administrative expense

 

 

109,703

 

 

 

224,790

 

Clinical trials

 

 

29,936

 

 

 

-

 

Research and development

 

 

56,890

 

 

 

55,206

 

Loss from operations

 

 

(619,679 )

 

 

(442,809 )

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

3

 

 

 

6

 

Change in fair value of derivative

 

 

(527,584 )

 

 

164,582

 

Gain on debt settlement

 

 

-

 

 

 

5,000

 

Financing costs

 

 

-

 

 

 

(66,150 )

Loss on original issuance discount

 

 

(82,666 )

 

 

(107,199 )

Interest expense

 

 

(69,950 )

 

 

(3,506 )

Total other income (expense)

 

 

(680,197 )

 

 

(7,267 )

 

 

 

 

 

 

 

 

 

Net loss

 

$ (1,299,876

)

 

$ (450,076 )

 

 

 

 

 

 

 

 

 

Net loss per share, basic and diluted

 

$ (0.01 )

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding, basic and diluted

 

 

113,439,027

 

 

 

107,064,811

 

 

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

 

 
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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THREE MONTHS ENDED JUNE 30, 2022 AND 2021

(Unaudited)

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Total

 

 

 

Preferred Shares

 

 

Common Stock

 

 

Paid-In

 

 

Accumulated

 

 

Stockholders’

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

(Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2021

 

 

54,130

 

 

$ 54

 

 

 

104,834,083

 

 

$ 104,834

 

 

$ 17,774,023

 

 

$ (18,351,416 )

 

$ (472,505 )

Common stock issued to related parties

 

 

-

 

 

 

-

 

 

 

568,719

 

 

 

569

 

 

 

59,147

 

 

 

-

 

 

 

59,716

 

Common stock issued for service

 

 

-

 

 

 

-

 

 

 

50,000

 

 

 

50

 

 

 

5,200

 

 

 

-

 

 

 

5,250

 

Common stock issued for AP – related parties

 

 

-

 

 

 

-

 

 

 

307,010

 

 

 

307

 

 

 

23,025

 

 

 

-

 

 

 

23,332

 

Common stock issued for preferred shares

 

 

(54,130 )

 

 

(54 )

 

 

1,968,363

 

 

 

1,968

 

 

 

(1914 )

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(450,076 )

 

 

(450,076 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2021

 

 

-

 

 

$ -

 

 

 

107,728,175

 

 

$ 107,728

 

 

$ 17,859,481

 

 

$ (18,801,492 )

 

$ (834,283 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at March 31, 2022

 

 

-

 

 

$ -

 

 

 

111,313,175

 

 

$ 111,313

 

 

$ 18,039,016

 

 

$ (18,821,806 )

 

$ (671,476 )

Common stock issued to related parties

 

 

-

 

 

 

-

 

 

 

1,052,500

 

 

 

1,052

 

 

 

304,172

 

 

 

-

 

 

 

305,224

 

Common stock issued for warrant exercise

 

 

-

 

 

 

-

 

 

 

3,700,000

 

 

 

3,700

 

 

 

144,300

 

 

 

-

 

 

 

148,000

 

Common stock issued for service

 

 

-

 

 

 

-

 

 

 

1,000,000

 

 

 

1,000

 

 

 

59,000

 

 

 

-

 

 

 

60,000

 

Warrants issued with convertible notes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

21,336

 

 

 

-

 

 

 

21,336

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,299,876 )

 

 

(1,299,876 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2022

 

 

-

 

 

$ -

 

 

 

117,065,675

 

 

$ 117,065

 

 

$ 18,567,825

 

 

$ (20,121,682 )

 

$ (1,436,792 )

 

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

 

 
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NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

 

Three Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$ (1,299,876 )

 

$ (450,076 )

Adjustments to reconcile net loss to net cash

 

 

 

 

 

 

 

 

used in operating activities:

 

 

 

 

 

 

 

 

Stock based compensation – related parties

 

 

305,225

 

 

 

59,716

 

Stock-based compensation

 

 

60,000

 

 

 

5,250

 

(Gain) loss in fair value of derivative liability

 

 

527,584

 

 

 

(164,582 )

Change in discount expense

 

 

64,887

 

 

 

173,349

 

Loss on notes

 

 

82,664

 

 

 

-

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

-

 

 

 

750,000

 

Accounts payable and accrued expenses

 

 

(74,075 )

 

 

(84,329 )

Deferred revenue

 

 

-

 

 

 

250,000

 

Prepaid

 

 

(26,750 )

 

 

(7,038 )

Due to related parties

 

 

16,500

 

 

 

(44,385 )

Net cash provided by (used in) operating activities

 

 

(343,839 )

 

 

487,905

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Repayment of convertible notes

 

 

-

 

 

 

(220,500 )

Proceeds from warrant conversion

 

 

148,000

 

 

 

-

 

Proceeds from convertible notes

 

 

245,000

 

 

 

-

 

Net cash provided (used) by financing activities

 

 

395,000

 

 

 

(220,500 )

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash

 

 

51,161

 

 

 

267,405

 

Cash -beginning of year

 

 

94,414

 

 

 

1,434

 

Cash -end of period

 

$ 145,575

 

 

$ 268,839

 

 

 

 

 

 

 

 

 

 

SUPPLEMENT DISCLOSURES:

 

 

 

 

 

 

 

 

Interest paid

 

 

-

 

 

 

-

 

Income taxes paid

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Non Cash Transactions

 

 

 

 

 

 

 

 

Common stock issued for conversion of preferred shares

 

$ -

 

 

$ 1,968

 

Common stock issued for accrued expenses- related party

 

$ -

 

 

$ 23,332

 

Warrants issued with convertible notes

 

$ 21,336

 

 

$ -

 

Initial discount from derivatives

 

$ 253,664

 

 

$ -

 

 

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

 

 
6

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NASCENT BIOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

Nascent Biotech, Inc. (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan. Nascent is a phase 1 clinical trial biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer.

 

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. On March 15, 2021, the Company opened phase1 clinical trials. As of June 30, 2022 the Company had completed cohort 3 of the phase 1 clinical trials and enrolled patients in cohort 4.

 

NOTE 2- BASIS OF PRESENTATION

 

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The Company has elected a fiscal year ending on March 31.

 

The accompanying unaudited interim consolidated financial statements of the Company for the three months ended June 30, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2022. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

 

Basis of Presentation

 

The Company computes net loss per share in accordance with ASC 260, Earnings per Share, which requires presentation of both basic and diluted loss per share (“EPS”) on the face of the statement of operations. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of common shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options and warrants, using the treasury stock method, convertible preferred stock, and convertible debt, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all potentially dilutive common shares if their effect is antidilutive.

 

 
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We have identified the conversion features of certain of our convertible notes payable as derivatives. We estimate the fair value of the derivatives using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility and variable conversion prices based on market prices as defined in the respective agreements. These inputs are subject to significant changes from period to period and to management's judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

 

Revenue recognition 

 

In April 2016, the FASB issued ASU 2016–10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. Topic 606 includes implementation guidance on (a) contracts with customers to transfer goods and services in exchange for consideration and (b) determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to render more detailed implementation guidance with the expectation to reduce the degree of judgement necessary to comply with Topic 606.

 

ASC Topic 606 prescribes a new five-step model entities should follow in order to recognize revenue in accordance with the core principle. These five steps are:

 

 

1.

Identify the contract(s) with a customer.

 

 

 

 

2.

Identify the performance obligations in the contract.

 

 

 

 

3.

Determine the transaction price.

 

 

 

 

4.

Allocate the transaction price to the performance obligations in the contract.

 

 

 

 

5.

Recognize revenue when (or as) the entity satisfied the performance obligations.

 

The Company implemented the transition using the modified retrospective method of transition. The funds are not earned on milestones that have not been reached per the contract. Based on the cut off treatment of the recognition of revenue per the milestones specific to the license agreements, the Company has determined that there are no adjustments in the value of the revenue recognized from these contracts.

 

The Company has one revenue stream, which are the milestone payments of the license agreement with BioRay Pharmaceutical which is not earned or billed until the milestone per the agreement is met. During the three months period ended June 30, 2022, no revenue was received.

 

Accounts receivable

 

Accounts receivables are carried at face value less any provisions for uncollectible amounts. Accounts receivable are receivables from a license agreement. No allowance for bad debt was considered necessary for the three months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, the Company did not have any accounts receivable.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

 

Level 1– Quoted market prices in active markets for identical assets or liabilities at the measurement date.

 

 
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Level 2– Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

 

Level 3– Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

 

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

The following table summarizes the change in the fair value of the derivative liabilities during the three months ended June 30, 2022:

 

Fair value as of March 31, 2022

 

$ -

 

Additions at fair value

 

 

308,330

 

Change in fair value

 

 

527,584

 

Fair value as of June 30, 2022

 

$ 835,914

 

 

NOTE 3 - GOING CONCERN

 

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a working capital deficit and has incurred losses from operations. The Company has no revenue to cover its operating costs and the Company will incur additional expenses in the future developing their product. These factors raise substantial doubt about the company’s ability to continue as a going concern. The Company engages in research and development activities that must be satisfied in cash secured through outside funding. The Company may offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of June 30, 2022:

 

Officer and Director

 

Initial Share Awards Under the Contracts

 

 

Additional Shares Earned to Maintain Ownership Percentage

 

 

Total Shares Earned

 

President

 

 

1,028,910

 

 

 

8,297,269

 

 

 

9,326,179

 

Chief Financial Officer

 

 

617,346

 

 

 

4,381,223

 

 

 

4,998,569

 

 Total

 

 

1,646,256

 

 

 

12,678,492

 

 

 

14,324,748

 

 

As of June 30, 2022, the Company had $16,500 due to officers and directors.

 

 
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On September 1, 2020, the Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the two senior officers equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers are entitled to additional future shares, so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company.

 

Officer and Director

 

Fiscal Year Annualized Compensation Being Paid

 

President

 

$ 250,000

 

Chief Financial Officer

 

$ 180,000

 

 Total

 

$ 430,000

 

 

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,225 for service.

 

NOTE 5 – EQUITY

 

Preferred

 

On April 1, 2021, 54,130 shares of preferred stock were converted into 1,968,363 shares of common stock. The conversion eliminated all outstanding convertible preferred shares.

 

Common

 

During the three months ended June 30, 2021, three officers and directors were issued 568,719 shares of common stock with a value of $59,716 for service.

 

During the three months period ended June 30, 2021, a director of the Company converted $23,332 of accrued compensation into 307,010 shares of common stock of the Company.

 

During the three months ended June 30, 2021, the Company issued 50,000 shares of common stock with a value of $5,250 for service

 

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,225 for service.

 

During the three months ended June 30, 2022, four entities were issued 3,700,000 shares of common stock with a value of $148,000 for the exercise of 3,700,000 warrants.

 

During the three months ended June 30, 2022, the medical director was issued 1,000,000 shares of common stock with a value of $60,000 for service.

 

NOTE 6– OPTIONS

 

As of June 30, 2022, there was no option expenses recognized by the Company as the balance of unrecognized option expense was zero.

 

The following sets forth the options granted and outstanding during the three months ended June 30, 2022:

 

Options

Weighted

Average

Exercise

Price

Weighted

Average

Remaining

Contract

Life

Number of

Options

Exercisable

Intrinsic

Value

Outstanding at March 31, 2022

930,000 $ 0.34 3.80 930,000 $ -

Granted

-

- - - -

Exercised

- - - - -

Outstanding at June 30, 2022

930,000 $ 0.34 3.55 930,000 $ -

 

 
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The weighted average remaining life and intrinsic value of the options as of June 30, 2022, was 3.55 years and zero, respectively.

 

NOTE 7 – WARRANTS

 

During the year ended March 31, 2021 the Company issued 3,700,000 warrants and used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date, using the following key inputs: market prices of the Company’s common stock at dates of grant between $0.08-0.11 per share, conversion price of $0.15, volatility of 312.5%-314.49% and discount rate of 0.14-0.16%. Based on the fair value of the common stock of $437,000 and value of the warrants of $349,605 the fair value of the warrants was calculated to be 41% of the total value or $303,000. During the year ended March 31, 2021 the valuation resulted in a deemed dividend from the down round calculation of $555,000. As of June 30, 2022 3,700,000 warrants were converted into 3,700,000 shares of common stock for cash at a value for $148,000.

 

On April 7, 2022,the Company issued 500,000 warrants as part of a convertible note issued the same date. The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant  of $0.08 per share, conversion price of $0.12 per share, volatility of 132% and discount of 1.78%. The fair value of the warrants were calculated to be $ 26,000 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds so allocated to the warrants of $21,336 is accounted for as paid in capital.

 

The weighted average remaining life and intrinsic value of the warrants as of June 30, 2022 was:

 

 

 

 

Warrants

 

 

Weighted

Average

Exercise

Price

 

 

 

Weighted

Average

Remaining

Contract Life

 

 

 

Intrinsic

Value

 

Outstanding at March 31, 2021

 

 

3,700,000

 

 

$ 0.15

 

 

 

2.00

 

 

$ -

 

Granted

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Exercised

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding at March 31, 2022

 

 

3,700,000

 

 

$ 0.15

 

 

 

1.35

 

 

$ -

 

Granted

 

 

500,000

 

 

 

0.12

 

 

 

1.50

 

 

 

-

 

Exercised

 

 

(3,700,000 )

 

 

-

 

 

 

-

 

 

 

-

 

Expired

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Outstanding as of June 30, 2022

 

 

500,000

 

 

$ 0.12

 

 

 

1.25

 

 

$ -

 

 

NOTE 8 - CONVERTIBLE DEBT

 

On October 28, 2020, the Company issued a $138,000 convertible note with an OID of $10,000. The note matured on October 28,2021 with interest at 10% per annum. After 180 days the note was convertible into common stock of the Company at $0.04 per share or a 30% discount to the VWAP during the 20 days prior to conversion. The initial derivative was calculated using risk free interest of .18%, volatility of 212% and expected life of .50 years. On April 20, 2021 note was paid with the principal of $138,000, accrued interest of $6,805 and financing costs of $41,400.

 

On November 11, 2020, the Company issued a $82,500 convertible note with an OID of $7,500. The note matured on October 28, 2021 with fixed interest of 10%. After 180 days the note was convertible into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion. On April 22, 2021, the note was paid consisting of principal of $82,500, accrued interest of $8,250 and finance costs of $24,750.

 

On February 16, 2021, the Company issued a $100,000 convertible note with an OID of $5,000. The note matured on February 16, 2022, with fixed interest of 10%. After 180 days the note was convertible into common stock of the Company at a 30% discount to the lowest trading price during the 15 days prior to conversion. The initial derivative was calculated using risk free interest of .18%, volatility of 213% and expected life of 1.00 years. On August 16, 2021, the note was paid consisting of principal of $100,000, accrued interest of $5,000 and financing costs of $35,000.

 

 

 
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On August 10, 2021, the Company issued a $200,000 convertible note. The note matured on February 10, 2022, with fixed interest of 10%. Within 180 days of issuance the note may be repaid at an escalating premium up to 125% of the face value of the note. After 180 days the note was convertible into common stock of the Company at $0.06 per share or a 25% discount to the lowest trading price during the 10 days prior to conversion. The initial derivative was calculated using risk free interest of .05%, volatility of 132% and expected life of 0.50 years. On March 28, 2022, the Note was paid consisting of $200,000 in principal, accrued interest of $9,973 and financing costs of $50,000.

 

On April 7, 2022, the Company issued a $275,000 convertible note with an OID of $25,000. The note matures on March 29, 2023, bears fixed interest of 8% plus contains a most favored nations statement. Within 180 days of issuance, the note may be repaid at a premium of 115% of the face value of the note and 150% of the unconverted balance of the note after 180 days and prior to maturity. After 180 days the note may be converted into common stock of the Company at $0.075 per share or a 20% discount to the lowest VWAP (Volume- Weighted Average Pricing) price during the 10 days prior to conversion. The initial derivative was calculated using risk free interest of .05%, volatility of 132% and expected life of 0.50 years.

 

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

 

As defined in (Financial Accounting Standards Board ASC 820), fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

 

The three levels of the fair value hierarchy are as follows:

 

Level 1 

Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.

 

 

 

Level 2 

Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.

 

 

 

Level 3 

– 

Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

 

As June 30, 2022, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values, due to the nature or duration of these instruments.

 

The following table represents the change in the fair value of the derivative liabilities during the quarter ended June 30, 2022:

 

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

Fair value of derivative liability as of March 31, 2022

 

$ -

 

 

$ -

 

 

$ -

 

Additions at fair value

 

 

 -

 

 

 

 -

 

 

 

308,330

 

Change in fair value of the derivative

 

 

-

 

 

 

-

 

 

 

527,584

 

Balance at June 30, 2022

 

$ -

 

 

$ -

 

 

$ 835,914

 

 

 
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The estimated fair value of the derivative liabilities at June 30, 2022 was calculated using the American Binomial Lattice pricing model with the following assumptions:

 

Risk-free interest rate

 

 

2.80

%

Expected life in years

 

 

0.75

 

Dividend yield

 

 

0

%

Expected volatility

 

 

129.00

%

 

 NOTE 10 –COMMITMENTS AND CONTINGENCIES

 

On September 30, 2016, the Company entered a cell line sales agreement with the product manufacturer. Under the terms of the agreement the Company is obligated to make future payments based on the milestones of its achievements. These future payments may be as followed;

 

 

1.

$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;

 

 

 

 

2.

$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product

 

 

 

 

3.

$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.

 

 

 

 

4.

Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000;

 

 

 

 

5.

A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

 

As of June 30, 2022, $349,960 was due for the annual maintenance fee and first patient dosage of phase 1.

 

On March 9, 2020, the Board of Directors of the Company adapted an expense bonus program. Under the program, if an acquisition, merger or change in control is affected, 10% of the value of the transaction will be allocated to pay the expenses of the transaction including but not limited to legal, accounting, transfer fees and other miscellaneous expense. The balance of the fund after expenses will be allocated 20% to directors and 80% to officers and employees of the Company as allocated by the Chief Executive Officer and approved by the Board of Directors.

 

NOTE 11- LICENSE AGREEMENT

 

On March 31, 2021, the Company issued a license agreement for US $5,000,000 to BioRay Pharmaceutical Co, LTD, licensing Pritumumab internationally with the exclusion of North and Central America and the Caribbean Islands. Under the terms of the agreement the Company receives $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials , which started in March 2021. In addition, the Company will receive $750,000 upon the enrollment of the 12th patient or the dosage level of 8.0 mg/kg, whichever is achieved first. Further payment of $2,500,000 will be received when the FDA approves the phase 2 clinical trials and $750,000 when the phase 2 clinical trials begin. Upon commercialization by the Licensee, the Company will receive a 9% royalty on net sales for 20 years.

 

NOTE 12 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events to determine events occurring after June 30, 2022 through the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

 

 
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERTIONS

 

This report contains forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results could differ materially from those set forth on the forward-looking statements because of the risks set forth in our filings with the Securities and Exchange Commission, general economic conditions, and changes in the assumptions used in making such forward looking statements.

 

Nascent Biotech, Inc (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target.

 

Nascent is a phase 1 clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently is developing for the treatment of brain cancer and pancreatic cancer both of which we hold orphan drug status granted by the FDA. Nascent is in Cohort 4 of the phase 1 clinical trials. Once completed, the Company may submit to the FDA for approval to begin phase 2 clinical trials.

 

In addition, Nascent has begun, in collaboration with academic and corporate partners, to assess the potential for pritumumab to be involved as both a treatment and a vaccine for the SARS-CoV-2 virus (responsible for COVID-19).

 

Overview

 

The Company is focused on developing pritumumab for the treatment of patients with brain cancer malignancies such as gliomas and astrocytomas. Current therapeutic strategies for brain cancer include the use of the chemotherapy, surgical intervention or radiation therapy. Because these treatments have marginal outcomes there exists a need to develop safer, more effective drugs. Temodar-the most commonly used Chemotherapeutic drug used to treat brain cancer, is attributed to only median rates of survival and many brain tumors are eligible for surgery. Moreover, even when removed, most brain tumors come back within one year post-operation. Today, with current standards of care, less than 60% of all brain cancer patients will live past the first year after diagnosis, and less than 35% of patients will live to five years. Glioblastoma, a particularly aggressive form of brain cancer that constitutes 42% of ALL brain and other nervous system cancers, has survival rates of 36.5% at 1 year and 5% at 5 years. (SEER Registry Data, September 15th, 2016 (Central Brain Tumor Registry of the United States).

 

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. The Company has commenced human clinical trials with a major oncology hospital for brain cancer, both primary and metastatic. It is now in the final stages of the phase 1 clinical trial and once completed with submit to the FDA to begin phase 2 Clinical trials.

 

In May of 2020, Nascent announced a research collaboration to study, both in vitro and in vivo (mouse models), the ability of pritumumab to block the SARS-Cov-2 virus from infecting cells. This notion has been raised by a published article in the scientific literature (Yu et al. Journal of Biomedical Science (2016) 23:14 DOI 10.1186/s12929-016-0234-7), which specifically mentioned cell surface vimentin (the protein to which pritumumab binds selectively) as a potential target in the treatment of conditions related to coronaviruses. These preliminary studies are on-going. Further, in May of 2020, Nascent announced a joint collaboration with Manhattan BioSolutions, Inc (NY, NY) to employ Manhattan’s platform, based on the recombinant Mycobacterium bovis Bacillus Calmette-Guerin (BCG) vaccine, but engineered to target SARS-CoV-2. BCG is a live non-pathogenic bacterium that stimulates diverse innate and adaptive immune responses and is well-known for its long safety track record as a tuberculosis vaccine. Thus, with these collaborations, Nascent is investigating the potential utility of pritumumab as both a treatment for COVID-19 and a preventive vaccine for COVID-19.

 

 
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Results of Operations

 

The Company recorded zero of revenue during the three month periods ended June 30, 2022 and 2021, respectively.

 

General and administrative expenses for the three month periods ended June 30, 2021 was $224,790 compared to $109,703 for the period ended June 30, 2022. Consulting expense for the three months periods ending June 30, 2021 was $162,813 compared to $423,150 for the same period in 2022. This increase in expenses for the three months ended June 30, 2022 over the same period in 2021 was due primarily to increased consulting fee of $260,337 from the pricing of the shares issued to management for maintaining the percentage of ownership per their agreements.

 

Research and development expenses for the three month periods ended June 30, 2021 was $55,206 compared to $56,890 in the same period in 2022. Clinical trials costs were $29,936 for the three months ended June 30, 2022 with none in the same period in 2021. Clinical had just started in the three months ended June 30, 2021, so no cost was incurred until after the period ended.

 

Total other expense incurred in the three month periods ended June 30, 2021 was $7,267, compared to other expense of $680,197 in the same period in 2022. Other expense in 2021 consisted of interest expense of $3,506 discount interest of $107,199 and finance costs of $66,150 from pay off convertible notes offset by a gain on the change of fair value of $164,582. Other expenses in the three months period ended June 30, 2022 consisted of change in fair value of $527,584, interest expense of $69,950 and original note discount of $82,666.

 

For the three month periods ended June 30, 2021, our net loss was $450,076 compared to a net loss of $1,161,931 for the same periods in 2022. The difference between the periods relates to higher consulting costs plus higher other expenses, due primarily to a net change in fair value in the three months period ended June 30, 2022 of $596,171 from the same period in 2021.

 

Liquidity and Capital Resources

 

The Company’s liquidity and capital is dependent on the capital it can raise to continue the Company’s testing and clinical trials of its product. The Company projects it must raise approximately $15-20 million to complete its Phase II clinical studies.

 

There are no agreements or understandings about future loans by or with the officers, directors, principals, affiliates, or shareholders of the Company. The Company will continue to raise outside capital through loans, equity sales and possible licensing agreements. These factors raise substantial doubt about the company’s ability to continue as a going concern

 

At June 30, 2022, the Company had negative working capital of $1,436,792. Current assets consist of cash of $145,575 and prepaid of $37,750 with current liabilities $1,620,117 consisting of accounts payable of $702,816, convertible notes, net of discount of $64,887, plus derivative liability of $835,914 and due related parties of $16,500. 

 

Net cash provided by operating activities in the three months period ended June 30, 2021 was $487,905 compared to net cash used of $343,839 in the same period in 2022. The variance between the same periods in 2021 and 2022 relates mainly to a higher loss, most of it other expenses, in the period ended June 30, 2022 over the same period in 2021.

 

Net cash used in financing activities for the three months period ended June 30, 2021 was $220,500 compared to net cash provided by financing activities of $395,000 in the same period in 2022. Cash provided in the period ended June 30, 2022 was due to the conversion of warrants for a net of $148,000 and net proceeds from a convertible note of $247,000.

 

As of June 30, 2022, the Company had total assets of $183,575 and total liabilities of $1,620,117. Stockholders’ deficit as of June 30, 2022 was $1,436,792. This compares to a stockholders’ deficit of $671,476 as of March 31, 2022. Liabilities increased in 2022 mainly as a function of the issuance of a note for $64,887, net of discount and derivative liability of $835,914.

 

NEED FOR ADDITIONAL FINANCING:

 

The Company is engaged in research and development activities that must be satisfied in cash secured through outside funding. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

 

Our current capital needs are estimated to be approximately $15-20 million. This will take us through Phase II clinical trials which is scheduled to begin in late 2022 subject to the completion of phase 1 and FDA approval to proceed to phase 2.

 

 
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Off-Balance Sheet Arrangements

 

We had no off-balance sheet arrangements or guarantees of third party obligations at June 30, 2022

 

Inflation

 

We believe that inflation has not had a significant impact on our operations since inception.

 

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4: CONTROLS AND PROCEDURES

 

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of June 30, 2022, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2022. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we can remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 
16

Table of Contents

 

PART II – OTHER INFORMATION

 

ITEM 1: LEGAL PROCEEDINGS

 

None

 

ITEM 1A: RISK FACTORS

 

There have been no material changes to Nascent Biotech’s risk factors as previously disclosed in our most recent Form 10-K filing.

 

ITEM 2: UNREGISERED SALES OF EQUITY AND USE OF PROCEEDS.

 

During the three months ended June 30, 2022, two officers and a director were issued 1,052,500 shares of common stock with a value of $305,225 for service.

 

During the three months ended June 30, 2022, four entities were issued 3,700,000 shares of common stock with a value of $148,000 for the conversion of 3,700,000 warrants.

 

During the three months ended June 30, 2022, the medical director was issued 1,000,000 shares of common stock with a value of $60,000 for service.

 

ITEM 3: DEFAULT ON SENIOR SECURITIES

 

None

 

ITEM 4: MINE SAFETY INFORMATION

 

None

 

ITEM 5: OTHER INFORMATION

 

None.

 

 
17

Table of Contents

 

ITEM 6: EXHIBITS

 

Exhibit No.

 

Description

 

 

 

31

 

Certification of Principal Executive Officer and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32

 

Certification of Principal Executive Officer and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS

 

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels 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).

 

 
18

Table of Contents

  

SIGNATURE

 

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

 

  NASCENT BIOTECH, INC.
       
Dated: August 9, 2022       By: /s/ Sean Carrick

 

 

Sean Carrick  
    Principal Executive Officer  

 

 
19
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