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 December 31, 2021

 

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, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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: 179,979,361 shares of common stock were issued and outstanding as of June 16, 2022.  

 

 

 

 

 

TABLE OF CONTENTS

 

        PAGE
PART 1   FINANCIAL INFORMATION    
         
ITEM 1.   FINANCIAL STATEMENTS (Unaudited)   1
    Condensed Consolidated Balance Sheets – December 31, 2021 and September 30, 2021   1
    Condensed Consolidated Statements of Operations for the Three Months Ended December 31 ,2021 and 2020    2
    Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) for the Three Months Ended December 31, 2021 and 2020   3
     Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2021 and 2020    4
    Notes to the Unaudited Condensed Consolidated Financial Statements   5
ITEM 2.   Management’s discussion and analysis of financial condition and results of operations   12
ITEM 3.   Controls and Procedures   17
         
PART II   OTHER INFORMATION    
         
ITEM 1A   Risk factors   18
ITEM 6.   Exhibits   18
SIGNATURES   19

 

i

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

RASNA THERAPEUTICS, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

    December 31, 2021     September 30, 2021  
ASSETS            
Current assets:                
Cash   $ 21,064     $ 10,848  
Prepaid expenses     12,391       33,729  
Total current assets   $ 33,455     $ 44,577  
                 
LIABILITIES AND SHAREHOLDERS’ DEFICIT                
                 
Liabilities:                
Current liabilities:                
Accounts payable and accrued expenses   $ 1,488,989     $ 1,516,001  
Related party payables     574,127       561,446  
Loan payable and accrued interest, related party     82,080       80,640  
Convertible notes payable, net - related party     43,920       230,287  
Convertible notes payable, net     267,619       371,997  
Derivative liabilities     80,683       38,018  
Total Current Liabilities     2,537,418       2,798,389  
                 
Commitments and contingencies    
 
     
 
 
                 
Shareholders’ deficit                
Common stock, $0.001 par value; 200,000,000 shares authorized; 68,908,003 shares issued and outstanding     68,909       68,909  
Additional paid-in capital     21,236,238       20,711,758  
Accumulated deficit     (23,809,110 )     (23,534,479 )
Total shareholders’ deficit     (2,503,963 )     (2,753,812 )
Total liabilities and shareholders’ deficit   $ 33,455     $ 44,577  

 

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 
December 31,
 
    2021     2020  
Revenue   $
    $
 
Cost of revenue    
     
 
Gross profit    
     
 
                 
Operating expenses:                
General and administrative     72,656       154,941  
Research and development     9,135      
 
Total operating expenses     81,791       154,941  
               
Loss from operations     (81,791 )     (154,941 )
                 
Other income/(expense):                
                 
                 
Accretion of debt discount     (203,399 )    
 
Gain on derivative liability     28,855      
 
Interest expense     (18,296 )     (17,077 )
Foreign currency transaction gain    
      156  
Total other income expense     (192,840 )     (16,921 )
                 
Loss from operations before income taxes     (274,631 )     (171,862 )
                 
Income tax provision    
     
 
                 
Net loss   $ (274,631 )   $ (171,862 )
                 
Basic and diluted net loss per share attributable to common shareholders     0.00       0.00  
                 
Basic and diluted weighted average common shares outstanding     68,908,003       68,908,003  

 

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’ EQUITY/(DEFICIT)

(UNAUDITED)

 

    Three Months Ended December 31, 2021  
    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          
      524,480      
      524,480  
Net loss          
     
      (274,631 )     (274,631 )
Balance at December 31, 2021     68,908,003     $ 68,909     $ 21,236,238     $ (23,809,110 )   $ (2,503,963 )

  

    Three Months Ended December 31, 2020  
    Common Stock     Additional
Paid-In
    Accumulated     Total
Shareholders’
 
    Shares     Amount     Capital     Deficit     Deficit  
Balance at October 1, 2020     68,908,003     $ 68,909     $ 19,914,884     $ (22,658,481 )   $ (2,674,688 )
                                         
Share based compensation          
      18,192      
      18,192  
Net loss          
     
      (171,862 )     (171,862 )
Balance at December 31, 2020     68,908,003     $ 68,909     $ 19,933,076     $ (22,830,343 )   $ (2,828,358 )

 

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  
Three Months Ended 
December 31,
 
 
    2021     2020  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (274,631 )   $ (171,862 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Share based compensation    
      18,192  
Depreciation    
      314  
Non-cash interest expense     18,296       1,440  
Accretion of debt discount     203,399       16,132  
Derivative liability     (28,855 )    
 
Changes in operating assets and liabilities:                
Accounts payable and accrued expenses     (27,012 )     65,573  
Related party payable     12,681       932  
Prepaid expenses     21,338       17,641  
Related party receivable    
      748  
Net cash used in operating activities     (74,784 )     (50,890 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from issuance of convertible notes     85,000       40,000  
                 
Net change in cash     10,216       (10,890 )
                 
Cash, beginning of period     10,848       14,241  
                 
Cash, end of period   $ 21,064     $ 3,351  
                 
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                
Derivative liabilities in connection with issuance and extension of convertible notes   $ 71,520     $
 
Beneficial conversion feature related to issuance and extension of convertible notes   $ 524,480     $
 

 

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 targets NPM1 and LSD1, which are 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 the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or ability to secure additional cash resources, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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/A  for the year ended September 30, 2021.

 

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, 2021 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on June 9, 2022. 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 months ended December 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2022. 

 

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.

 

5

 

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 loss 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.

 

The following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: 

 

    Dec. 31,
2021
    Dec. 31,
2020
 
Stock options     3,648,675       3,648,675  
Warrants     1,926,501       1,926,501  
Convertible notes & associated fees     92,744,106       2,382,692  
Total shares issuable upon exercise or conversion     98,319,282       7,957,868  

 

Recent Accounting Pronouncements

 

In August 2020, the FASB issued ASU 2020-06, which simplifies the guidance on the issuer’s accounting for convertible debt instruments by removing the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, entities will not separately present in equity an embedded conversion feature in such debt and will account for a convertible debt instrument wholly as debt, unless certain other conditions are met. The elimination of these models will reduce reported interest expense and increase reported net income for entities that have issued a convertible instrument that is within the scope of ASU 2020-06. Also, ASU 2020-06 requires the application of the if-converted method for calculating diluted earnings per share and treasury stock method will be no longer available. ASU 2020-06 is applicable for fiscal years beginning after December 15, 2021, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company does not intend to early adopt and continues to evaluate the impact of the provisions of ASU 2020-06 on its consolidated financial statements.

 

In December 2019, the FASB issued ASU 2019 -12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has implemented this and the effect of this amendment is immaterial on its consolidated financial statements and related disclosures.

 

The Company has determined that all 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 over the past two years, and as of December 31, 2021, had an accumulated deficit of $23,809,110, a net loss for the year ended December 31, 2021 of $274,631 and net cash used in operating activities of $74,784.

 

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. SHARE-BASED COMPENSATION

 

For the three months ended December 31, 2021, and December 31, 2020, $0 and $18,192 related to share based compensation to directors and employees respectively, has been included within the general and administrative expense category in the accompanying unaudited condensed consolidated interim financial statements. No costs related to non-employees have been included within the consultancy fees expense category in the unaudited condensed consolidated interim financial statements in the three months ended December 31, 2021 and the three months ended December 31, 2020. 

 

7

 

5. CONVERTIBLE NOTES

 

The table below summarizes outstanding convertible notes as of December 31, 2021and December 31, 2020: 

 

Balance of non-related notes payable, net as of September 30, 2021   $ 371,997  
Accrued Interest     7,505  
Accretion of debt discount     123,117  
Beneficial conversion feature related to issuance and extension of convertible notes     (206,800 )
Derivative liabilities in connection with issuance and extension of convertible notes     (28,200 )
Balance of non-related notes payable, net as of December 31 2021   $ 267,619  
         
Balance of related party notes payable, net as of September 30, 2021   $ 230,287  
Issuance of debt     85,000  
Accrued Interest     9,351  
Accretion of debt discount     80,282  
Beneficial conversion feature related to issuance and extension of convertible notes     (317,680 )
Derivative liabilities in connection with issuance and extension of convertible notes     (43,320 )
Balance of related party notes payable, net as of December 31, 2021   $ 43,920  
         
Balance of related notes payable, net as of September 30, 2020   $ 89,768  
New convertible notes issued     40,000  
Accrued Interest     3,542  
Balance of related notes payable, net as of December 31 2020   $ 133,310  
         
Balance of non-related notes payable, net as of September 30, 2020   $ 357,196  
Accrued Interest     12,590  
Balance of non-related notes payable, net as of December 31, 2020   $ 369,786  

 

On November 18, 2021, the Company entered into an eleventh 12% Convertible Promissory Note with Panetta Partners Ltd. (the “Holder”) with a maturity date of December 31, 2023. 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) $0.01 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 November 29, 2021, the Company entered into the twelfth 12 % 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 $55,000 in cash. All other terms were the same as the eleventh note.


 

Amendment

 

On December 31, 2021, all previously outstanding notes due December 31, 2021 were modified with amended expiry terms. The expiry of the notes was amended to December 31, 2023.   

 

The Company determined that the extension of maturity dates resulted in extinguishment for Notes carrying interest at 12%, while the Notes carrying interest at 1% resulted in modification.

 

8

 

The Company measured the present value of future cash flows that existed just prior to the earliest restructuring in the twelve-month period, which was used to apply the 10% test, since the earlier restructurings was accounted for as a modification. As the change in cash flows for all Notes carrying interest at 12% was greater than 10%, the term amendment was accounted for as an extinguishment. Under extinguishment accounting, the debt was remeasured and recorded at fair value. There was no difference between the carrying value of the debt, prior to the extinguishment, and the new fair value of the debt..

 

The Notes carrying interest at 1% did not have a change in cash flows greater than 10%, so these Notes were accounted for as a modification.

 

The Company also noted that the stock was thinly traded with any trading activity resulting in a disproportionate effect on the stock price. Therefore, a Black Scholes valuation was deemed to be inappropriate in this case.

 

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 period to Dec 31, 2021, the Company recognized an additional $71,520 due to the extension and issuance of the convertible notes. Additionally, the Company recognized a gain of $28,855 on the extinguishment of convertible notes.

 

The Company noted due to the short-term nature of the note in addition to the relatively small incremental increase in the interest rate in the event of default (6%) the maximum overall impact would be approximately $61,320 for the extinguished notes and $10,200 for the new notes issued (calculated as the increase in interest rate multiplied by the principal balance). In addition, the Company assessed all Events of Default and concluded that they are generally within the Company’s control and have a very low probability of occurrence.

 

Management will continue to assess the valuation of the embedded derivative at each reporting period and will record any changes in value through other income and expenses.

 

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 will be limited to the gross proceeds less any debt discounts. As at December 31, 2021 this amounted to $524,483 for the amended and new notes issued.

 

9

 

6. RELATED PARTY TRANSACTIONS

 

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

 

Eurema Consulting

 

Eurema Consulting S.r.l. is a significant shareholder of the Company. During the three months ended December 31, 2021 and December 31, 2020 Eurema Consulting did not supply the Company with consulting services. As of December 31, 2021, and September 30, 2021, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services. See note 7 for subsequent events information.

 

Gabriele Cerrone

 

Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company’s principal shareholders. As of December 31, 2021, and September 30, 2021, the balance due to Gabriele Cerrone was $175,000 for past consultancy services. In March 2020, the Company entered into a 12% Convertible Promissory Note with Gabriele Cerrone for $20,000 with an extended maturity date of December 31, 2023. In February 2021, Gabriele Cerrone assigned the Note to Panetta Partners Ltd. In November 2021, the Company entered into two 12% Convertible Promissory Notes with Panetta Partners Ltd for the aggregate amount of $85,000.

 

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 months ended December 31, 2021 and December 31, 2020 Roberto Pellicciari did not supply the Company with consulting services. As of December 31, 2021, and September 30, 2021, the balance due to Roberto Pellicciari was $175,000 for past consultancy services. At December 31, 2021 and September 30, 2021, TES Pharma was owed $75,000.  See note 7 for subsequents events information

 

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. Tiziana had previously agreed to waive all charges for shared services from October 2018 onwards, until further notice since the amounts due for such services are de minimis. Notice was given and recharges from October 1, 2020 were resumed. Keeren Shah, the Company’s Finance Director, is also Finance Director of Tiziana, and the Company’s directors, Willy Simon and John Brancaccio are also non-executive directors of Tiziana.

 

During the three months ended December 31, 2021, $12,681 was charged under this shared services agreement. As of December 31, 2021, $24,127 was due to Tiziana for 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 is incurring 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 December 31, 2021, the amounts due to Tiziana under this loan facility were $82,080. Interest expense for the period ended December 31, 2021 and 2020 was $1,440, respectively.

 

10

 

Panetta Partners

 

Panetta Partners Limited, a shareholder of Rasna, is a company in which Gabriele Cerrone is a major shareholder and also serves as a director. The Company has entered into numerous 12% Convertible Promissory Notes with Panetta Partners for a total of $361,000. The amount due for these notes as at December 31, 2021, with respect to the principal and accrued interest is $392,225. As at September 30, 2021 $276,303 was due with respect to notes issued.

 

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. 

 

7. SUBSEQUENT EVENTS

 

In February 2022, Panetta Partners Ltd advanced $30,000 to the Company. This advance was converted into promissory notes, at an interest rate of 16% with a conversion price of $0.005.

 

In March 2022, Panetta Partners Ltd advanced an additional $45,000 to the Company. This advance was converted into promissory notes, at an interest rate of 16% with a conversion price of $0.005.

 

In March 2022, the Company agreed to return back to TES Pharma S.R.L and Eurema Consulting S.R.L all intellectual property rights and assignments relating to NPM1.  In exchange for this, TES Pharma S.R.L and Eurema Consulting S.R.L agreed to waive any payments due to them and their affiliates by Rasna.  

 

On May 13, 2022, the Company received notice from all noteholders that all notes were to be converted into stock. The Company issued 111,071,358 of common stock on May 13, 2022 in respect of these conversions.

 

11

 

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 January 15, 2021 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.

 

12

 

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.

 

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

 

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.

 

In December 2019, the FASB issued ASU 2019 -12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has implemented this and the effect of this amendment is immaterial on its consolidated financial statements and related disclosures.

 

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 December 31, 2021, had a working capital deficit of $2,503,963 at December 31, 2021.

 

13

 

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.

 

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 December 31, 2021 and 2020

 

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

 

    For the 
Three Months Ended
December 31,
 
    2021     2020  
    (Unaudited)     (Unaudited)  
Revenue   $     $  
Cost of revenue            
Gross profit            
                 
Operating expenses:                
Research and Development     9,135        
General and administrative     72,656       154,941  
Total operating expenses     81,791       154,941  
                 
Loss from operations     (81,791       (154,941 )
                 
Other expense:                
                 
Accretion of debt discount     (203,399 )      
Gain on derivative liability     28,855        
Interest on convertible notes payable     (18,296 )     (17,077 )
Foreign currency transaction gain           156  
Other expense     (192,840 )     (16,921 )
                 
Net loss   $ (274,631 )   $ (171,862 )

 

Revenues

 

There were no revenues for the three months ended December 31, 2021, and 2020 because the Company does not have any commercial biopharmaceutical products.

 

14

 

Operating 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 December 31, 2021 decreased to $81,791 from $154,941 for the three months ended December 31, 2020, a decrease of $73,150. The decrease is attributable to a reduction in the overall activities of the Company.

 

Other expense

 

During the three months ended December 31, 2021, other expense increased to $192,840 from $16,921 for the three months ended December 31, 2020. This is due to accretion of debt discount by $203,399 caused by the modification and new issuances of convertible debt during the quarter, and interest expense of $18,296 offset by a gain on the adjustment of a derivative liability of $28,855.

 

Net Loss

 

Net loss for the three months ended December 31, 2021 increased to $274,631 from $171,862 for the three months ended December 31, 2020, an increase of $102,769.  This is due to accretion of debt discount by $203,399 and interest expense of $18,296 offset by a gain on the adjustment of a derivative liability of $28,855 and a decrease in general expenses due to a reduction of activity in the company.

 

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 November 18, 2021, the Company entered into an eleventh 12% Convertible Promissory Note with Panetta Partners Ltd. (the “Holder”) with a maturity date of December 31, 2023. 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) $0.01 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 November 29, 2021, the Company entered into another 12% 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 $55,000 in cash. All other terms were the same as the note before.

 

15

 

Capital Resources

 

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

 

    December 31, 2021 (Unaudited)      September 30, 2021
 (Unaudited)
    Change  
                   
Current assets   $ 33,455     $ 44,577     $ (11,122 )
Current liabilities     2,537,418       2,798,389       (260,971 )
Working capital deficit   $ (2,503,963 )   $ (2,753,812 )   $ 249,849  

 

We had a cash balance of $21,064 and $10,848 on December 31, 2021, and September 30, 2021, respectively. 

 

Liquidity

 

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

 

    For the
Three months ended
December 31,
 
    2021     2020     Increase/
(Decrease)
 
Net cash used in operating activities   $ (74,784 )   $ (50,890 )   $ 23,894  
Net cash used in investing activities   $ -       -       -  
Net cash provided by financing activities   $ 85,000     $ 40,000     $ 45,000  

 

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 $74,784 for the three months ended December 31, 2021 compared to $50,890 for the three months ended December 31, 2020.  The net loss of $274,631 for the three months ended December 31, 2021 was partially offset primarily by interest accrued on the Convertible Loan Notes of $18,296, accretion of debt discount of $203,399, reversal of a derivative liability of ($28,855) and changes in operating assets and liabilities of $7,007.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities consists of proceeds from the issuance of convertible notes of $85,000 for the three months ended December 31, 2021 compared to proceeds from the issuance of convertible notes of $40,000 for the three months ended December 31, 2020.

 

16

 

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. 

 

17

 

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 as of and for the year ended September 30, 2020, filed with the SEC on February 15, 2021. 

 

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).

 

18

 

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.
     
June 16, 2022 By: /s/ Keeren Shah
    Name:  Keeren Shah
    Title: Chief Financial Officer,
(Principal Executive Officer and
Principal Financial and Accounting Officer)

 

 

19

 

 

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