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 ~~June~~December 3031, 2022

☐ 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~~771,~~979~~811,~~361~~360 shares of common stock were issued and outstanding as of ~~August~~March 222, ~~2022~~2023.

TABLE OF CONTENTS

		PAGE
PART 1	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Consolidated Balance Sheets – June 30, 2022 and September 30, 2021	1
	Condensed Consolidated Balance Sheets – December 31, 2022 and September 30, 2022	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2022 and 2021	2
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2022 and 2021	2
	Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) for the Three and Nine Months Ended June 30, 2022 and 2021	3
	Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended December 31, 2022 and 2021	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2022 and 2021	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s discussion and analysis of financial condition and results of operations	1210
ITEM 3.	Controls and Procedures	1814
PART II	OTHER INFORMATION
ITEM 1A	Risk factors	1915
ITEM 6.	Exhibits	1915
SIGNATURES		2016

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	June 30, 2022			September 30, 2021
	December 31, 2022			September 30, 2022
ASSETS
Current assets:
Cash	$	1047,~~516~~553		$	1039,~~848~~363
Prepaid expenses		6113,~~353~~023			3345,~~729~~913
Total assets	$	7160,~~869~~576		$	4485,~~577~~276
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Liabilities:
Current liabilities:
Accounts payable and accrued expenses	$	1,~~445~~437,~~784~~273		$	1,~~516~~351,~~001~~320
Related party payables		~~275~~197,~~823~~900			~~561~~195,~~446~~322
Loan payable and accrued interest, related party		8487,~~960~~840			8086,~~640~~400
Convertible notes payable, net - related party		—			230,287
Note payable		—			20,420
Note payable		51,051			—
Convertible notes payable, net - related party		43,940			20,900
Convertible notes payable, net		—			371,997
Derivative liabilities		7,888			7,544
Derivative liabilities		—			38,018
Total Current Liabilities		1,774,841			1,681,906
Total Current Liabilities		1,857,618			2,798,389
Loan payable - related party – Long term liabilities		95,376			91,967
Total Liabilities		1,870,217			1,773,873
Commitments and contingencies
Shareholders’ deficit
Common stock, $0.001 par value; 200,000,000 shares authorized; 179,979,361 shares issued and outstanding at June 30, 2022 and 68,909,003 shares issued and outstanding at September 30, 2021		179,979			68,909
Preferred stock, $0.001 par value 20,000,000 shares authorized, none issued and outstanding		—			—
Additional paid-in capital		22,195,815			20,711,758
Common stock, $0.001 par value; 600,000,000 shares authorized and 179,979,361 shares issued and outstanding at December 31, 2022 and 200,000,000 shares authorized and 179,979,361 shares issued and outstanding at September 30, 2022		179,979			179,979
Accumulated deficit		(24,161,543	)		(23,534,479	)
Additional paid-in capital		22,381,291			22,352,491
Total shareholders’ deficit		(1,785,749	)		(2,753,812	)
Accumulated deficit		(24,370,911	)		(24,221,067	)
Total liabilities and shareholders’ deficit	$	71,869		$	44,577
Total shareholders’ deficit		(1,809,641	)		(1,688,597	)
Total liabilities and shareholders’ deficit	$	60,576		$	85,276

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

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2022			2021			~~2022~~			~~2021~~
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
Cost of revenue		—			—			—			—
General and administrative	$	104,856		$	72,656
Gross profit		—			—			—			—
Research and development		17,956			9,135
Operating (income)/ expenses:
Total operating expenses		122,812			81,791
General and administrative		110,830			64,573			309,527			268,397
Loss from operations		(122,812	)		(81,791	)
Research and development		17,030			—			43,389			44,739
Other income/(expense):
Gain on settlement of accounts payable		—			—			(150,000	)		—
Accretion of debt discount		(16,186	)		(203,399	)
Gain on settlement of related party payable		—			—			(375,000	)		—
Interest expense		(11,702	)		(18,296	)
Total operating (income)/ expenses		127,860			64,573			(172,084	)		313,136
Gain on derivative liability		856			28,855
(Loss) income from operations		(127,860	)		(64,573	)		172,084			(313,136	)
Total other expense		(27,032	)		(192,840	)
Other income/(expense):
Income tax provision		—			—
Accretion of debt discount		(589,868	)		(40,909	)		(870,421	)		(68,182	)
Net loss	$	(149,844	)	$	(274,631	)
Expenses in connection with modification and extinguishment of convertible promissory notes		—			—			—			(123,718	)
Basic and diluted net loss per share attributable to common shareholders	$	0.00		$	0.00
Interest expense		(2,264	)		(18,108	)		(41,265	)		(56,824	)
Basic and diluted weighted average common shares outstanding		179,979,361			68,908,003
Gain on derivative liability		73,569			—			112,538			—
Foreign currency transaction gain		—			—			—			48
Total other expense		(518,563	)		(59,017	)		(799,148	)		(248,676	)
Income tax provision		—			—			—			—
Net loss	$	(646,423	)	$	(123,590	)	$	(627,064	)	$	(561,812	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.01	)	$	0.00		$	(0.01	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		127,155,100			68,908,003			88,323,702			68,908,003

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

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)

(UNAUDITED)

	Three Months Ended June 30, 2022
	Three Months Ended December 31, 2022
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at March 31, 2022		68,908,003	$	68,909	$	21,308,238	$	(23,515,120	)	$	(2,137,973	)
Balance at October 1, 2022		179,979,361	$	179,979	$	22,352,491	$	(24,221,067	)	$	(1,688,597	)
Issuance of stock – conversion of notes		111,071,358		111,070		887,577					998,647
Beneficial conversion feature related to convertible notes		—		—		28,800		—			28,800
Net loss		—		—		—		(~~646~~149,~~423~~844	)		(~~646~~149,~~423~~844	)
Balance at June 30, 2022		179,979,361	$	179,979	$	22,195,815	$	(24,161,543	)	$	(1,785,749	)
Balance at December 31, 2022		179,979,361	$	179,979	$	22,381,291	$	(24,370,911	)	$	(1,809,641	)

	Three Months Ended June 30, 2021
	Three Months Ended December 31, 2021
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at March 31, 2021		68,908,003	$	68,909	$	20,224,589	$	(23,096,703	)	$	(2,803,205	)
Balance at October 1, 2021		68,908,003	$	68,909	$	20,711,758	$	(23,534,479	)	$	(2,753,812	)
Share based compensation		—		—		5,107		—			5,107
Beneficial conversion feature related to convertible notes		—		—		524,480		—			524,480
Net loss		—		—		—		(~~123~~274,~~590~~631	)		(~~123~~274,~~590~~631	)
Balance at June 30, 2021		68,908,003	$	68,909	$	20,229,696	$	(23,220,293	)	$	(2,921,688	)
Balance at December 31, 2021		68,908,003	$	68,909	$	21,236,238	$	(23,809,110	)	$	(2,503,963	)

	Nine Months Ended June 30, 2022
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at October 1, 2021		68,908,003	$	68,909	$	20,711,758	$	(23,534,479	)	$	(2,753,812	)
Beneficial conversion feature related to convertible notes		—		—		596,480		—			596,480
Issuance of stock – conversion of notes		111,071,358		111,070		887,577					998,647
Net loss		—		—		—		(627,064	)		(627,064	)
Balance at June 30, 2022		179,979,361	$	179,979	$	22,195,815	$	(24,161,543	)	$	(1,785,749	)

	Nine Months Ended June 30, 2021
	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		—		—		41,094		—			41,094
Beneficial conversion feature related to convertible notes						273,718					273,718
Net loss		—		—		—		(561,812	)		(561,812	)
Balance at June 30, 2021		68,908,003	$	68,909	$	20,229,696	$	(23,220,293	)	$	(2,921,688	)

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

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Nine Months Ended June 30,
	For the Three Months Ended December 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~627~~149,~~064~~844	)	$	(~~561~~274,~~812~~631	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation		—			41,094
Non-cash interest expense		11,703			18,296
Depreciation		—			314
Accretion of debt discount		16,186			203,399
Non-cash interest expense		41,266			—
Derivative liability		(856	)		(28,855	)
Accretion of debt discount		870,421			68,182
Changes in operating assets and liabilities:
Gain on derivative liability		(112,538	)		—
Accounts payable and accrued expenses		85,953			(27,012	)
Fee for convertible loan note to be settled in equity		—			123,718
Related party payable		2,578			12,681
Gain on settlement of accounts payable		(150,000	)		—
Prepaid expenses		32,890			21,338
Gain on settlement of related party payable		(375,000	)		—
Net cash used in operating activities		(1,390	)		(74,784	)
Changes in operating assets and liabilities:					—
Accounts payable and accrued expenses		79,781			70,263
Related party payable		89,377			30,267
Prepaid expenses		61,618			(26,175	)
Related party receivable		—			748
Net cash used in operating activities		(122,139	)		(253,401	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes payable		~~160~~30,000			~~290~~85,000
Payments on note payable		(3820,~~193~~420	)		—
		121,807			290,000
		9,580			85,000
Net change in cash		~~(332~~8,190	)		3610,~~599~~216
Cash, beginning of period		1039,~~848~~363			1410,~~241~~848
Cash, end of period	$	1047,~~516~~553		$	5021,~~840~~064
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Derivative liabilities in connection with issuance and extension of convertible notes.	$	741,~~522~~200		$	—71,520
Beneficial conversion feature related to issuance and extension of convertible notes	$	~~596~~28,~~481~~800		$	—524,480
Conversion of Notes into Common Stock	$	998,647		$	—
Issuance of note payable relating to renewal of insurance policy	$	89,242		$	—

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

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~~target ~~NPM1 and~~ LSD1, which ~~are~~is implicated in the disease progression of leukemia and lymphoma.

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

Risks and Uncertainties

Management continues to evaluate the impact of 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.

Management continues to evaluate the impact of inflation and the economic environment on the Company, and has concluded that while it is reasonably possible that inflation could have a negative effect on the Company’s financial position, results of its operations and/or ability to secure additional cash resources, there is no current impact as cash resources are currently secured by existing shareholders. The financial statements do not include any adjustments that might result from 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 Fiscal year ended September 30, ~~2021~~2022.

Basis of preparation

These unaudited condensed consolidated financial statements have been prepared following the requirements of the Securities and Exchange Commission (the “SEC”) and United States generally accepted accounting principles (“US GAAP”) for interim reporting. The principles for condensed interim financial information do not require the inclusion of all the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended September 30, ~~2021~~2022 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on ~~June~~February 9, ~~2022~~2023. The accompanying unaudited condensed consolidated financial statements have not been audited by an independent registered public accounting firm in accordance with the standards of the Public Company Accounting Oversight Board (United States), but in the opinion of management, such financial statements include all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s interim financial information.

The results of the operations for the three ~~and nine~~ months ended ~~June~~December 3031, 2022 may not be indicative of the results that may be expected for the year ending September 30, ~~2022~~2023.

Principles of Consolidation

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

Use of Estimates

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

Net loss per Share

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

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

	June 30, 2022		June 30, 2021
	December 31, 2022		December 31, 2021
Stock options		3990,~~648,~~675		3,648,675
Warrants		1,926,501		1,926,501
Convertible notes and associated fees		—208,086,667		8192,~~877~~744,~~887~~106
Total shares issuable upon exercise or conversion		5211,~~575~~003,~~176~~843		8798,~~453~~319,~~063~~282

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.

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

3. LIQUIDITY AND GOING CONCERN

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

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

The Company has experienced net losses and significant cash outflows from cash used in operating activities and as of ~~June~~December 3031, 2022, had an accumulated deficit of $24,~~161~~370,~~543~~911, a net loss ~~for~~ for the ~~nine~~three months ended ~~June~~December 3031, 2022 of $~~627~~149,~~064~~844 and net cash used in operating activities of $~~122~~1,~~139~~390.

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

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

4. CONVERTIBLE ~~SHARE-BASED COMPENSATION~~NOTES

~~For~~The ~~the~~table ~~three~~below ~~and~~summarizes ~~nine~~outstanding ~~months~~convertible ~~ended~~notes ~~June~~as 30of December 31, 2022 ~~there~~ ~~have~~and ~~been~~December no31, ~~charges for share based compensation.~~2021:

For the three and nine months ended June 30, 2021, $5,106 and $41,094 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.

Balance of related party notes payable, net as of September 30, 2022	$	20,900
Issuance of debt		30,000
Accrued Interest		6,854
Accretion of debt discount		16,186
Beneficial conversion feature related to issuance of convertible notes		(28,800	)
Derivative liabilities in connection with issuance of convertible notes		(1,200	)
Balance of related notes payable, net as of December 31, 2022	$	43,940

Balance of non-related notes payable, net as of September 30, 2021	$	356,702
Principal value of Related Party Notes		100,000
Accrued Interest		32,194
Balance of non-related notes payable, net as of December 31, 2021	$	488,896

Balance of related notes payable, net as of September 30, 2021	$	90,262
Principal value of Related Party Notes		190,000
Accrued Interest		17,696
Beneficial conversion feature related to issuance of convertible notes		(81,818	)
Balance of related notes payable, net as of December 31, 2021	$	216,140

5On December 23, 2022, the Company entered into a 16% Convertible Promissory Note with Panetta Partners Ltd. ~~CONVERTIBLE~~ ~~NOTES~~(the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $30,000 in cash. The Note provides the Holder with the right to convert, at any time, all or any part of the outstanding principal and accrued but unpaid interest into shares of the Company’s common stock at a conversion price equal to the lower of (i) $0.001 per share or (ii) the price of the next equity financing, which raises at least US $1,000,000, subject to adjustments noted within the Agreement. The number of shares issuable upon a conversion shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of the Note to be converted by (y) the Conversion Price. The Note requires the Company to reserve and keep available out of its authorized and unissued shares of common stock the amount of shares that would be issued upon conversion of the Note, which includes the outstanding principal amount of the Note and interest accrued and to be accrued through the date of maturity.

The table below summarizes outstanding convertible notes as of June 30, 2022 and June 30, 2021:

Balance of non-related notes payable, net as of September 30, 2021	$	371,997
Accrued Interest		9,153
Accretion of debt discount		358,118
Beneficial conversion feature related to issuance and extension of convertible notes		(206,801	)
Derivative liabilities in connection with issuance and extension of convertible notes		(28,017	)
Conversion of convertible notes		(504,450	)
Balance of non-related notes payable, net as of June 30, 2022	$	—
Balance of related party notes payable, net as of September 30, 2021	$	230,287
Issuance of debt		160,000
Accrued Interest		27,792
Accretion of debt discount		512,303
Beneficial conversion feature related to issuance and extension of convertible notes		(389,680	)
Derivative liabilities in connection with issuance and extension of convertible notes		(46,505	)
Conversion of convertible notes		(494,197	)
Balance of related notes payable, net as of June 30, 2022	$	—
Balance of non-related notes payable, net as of September 30, 2020	$	356,702
Principal value of Related Party Notes		100,000
Accrued Interest		32,194
Balance of non-related notes payable, net as of June 30, 2021	$	488,896
Balance of related notes payable, net as of September 30, 2020	$	90,262
Principal value of Related Party Notes		190,000
Accrued Interest		17,696
Beneficial conversion feature related to issuance of convertible notes		(81,818	)
Balance of related notes payable, net as of June 30, 2021	$	216,140

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.

On February 8, 2022, the Company entered into the thirteenth 16% Convertible Promissory Note again with Panetta Partners Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $30,000 in cash. 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) $0.005 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 March 2, 2022, the Company entered into the fourteenth 16% Convertible Promissory Note again with Panetta Partners Ltd. (the “Holder”) pursuant to which the Company issued a Convertible Promissory Note to the Holder. The Holder provided the Company with $45,000 in cash. All other terms were the same as the thirteenth 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.

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.

On May 13, 2022, all outstanding notes with a principal value of $828,500 and accrued interest of $170,147 were converted into 111,071,358 ordinary shares with a par value of $0.01.

Embedded Derivative Liability

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

The embedded derivatives for the notes are carried on the Company’s balance sheet at fair value. During the three ~~and nine~~ months to ~~June~~December 3031, ~~2021~~2022, the Company recognized an additional $31,~~000~~200 ~~and $71,522 respectively~~ due to the ~~extension and~~ issuance of the convertible notes. Additionally, the Company recognized a gain of $73,569 and $112,538 for the three and nine months periods ended June 30, 2022, relating to the issuance and extension of convertible notes and the release of the derivative liability due to the conversion of the notes.

Beneficial Conversion Feature

The conversion features for all notes issued are in the money as of the issuance date and accordingly a beneficial conversion feature was recorded upon issuance. As the intrinsic value of the beneficial conversion feature exceeds the face value, the recorded beneficial conversion feature was limited to the gross proceeds less any debt discounts. ~~Upon~~As ~~conversion~~at ofDecember 31, 2022 this amounted to $28,800 for the new notes issued. As at December 31, 2021 the beneficial conversion feature ofamounted to $~~596~~524,~~481~~480 for ~~was~~the ~~fully~~amended ~~amortized~~and new notes issued.

95. NOTE PAYABLE

6On May 15, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $89,242. Under the terms of the agreement, the Company made a down payment of ~~NOTE~~$10,210, ~~PAYABLE~~with the remaining balance financed over the remaining term at an annual percentage rate of 7.328%. Beginning in May 2022, the Company is making 8 monthly payments of $10,210, with the last payment made in December 2022. At December 31, 2022, the note was fully paid. The interest expense for the three months ending December 31, 2022 was $186.

~~On May 15, 2022, the Company entered into a one-year Directors and Officers Liability Insurance agreement for $89,242~~6. RELATED ~~Under~~PARTY the terms of the agreement, the Company made a down payment of $10,210, with the remaining balance financed over the remaining term at an annual percentage rate of 7.328%. Beginning in May 2022, the Company is making 8 monthly payments of $10,210, with the last payment expected to be made in December 2022. At June 30, 2022, the outstanding balance on the note payable was $51,051. The interest expense for the three and nine months ending June 30, 2022 was $884.TRANSACTIONS

7. 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 and nine months ended June 30, 2022 and June 30, 2021 Eurema Consulting did not supply the Company with consulting services.

In March 2022, the Company agreed to return back to Eurema Consulting S.R.L all intellectual property rights and assignments relating to NPM1. In exchange for this, Eurema Consulting S.R.L agreed to waive any payments due to them and their affiliates by Rasna, this amounted to a $200,000 gain on the settlement of the related party payable. Rasna may be entitled to 20% of any future royalties and/or milestone payments upon successful completion of a clinical Proof of Concept study under certain agreed upon circumstances.

As of June 30, 2022, and September 30, 2021, the balance due to Eurema Consulting S.r.l. was $0 and $200,000, respectively for past consultancy services.

Gabriele Cerrone

Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company’s principal shareholders. As of June 30, 2022, 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. In February and March 2022, the Company entered into a further two 16% Convertible Promissory Notes with Panetta Partners Ltd for the $30,000 and $45,000 respectively. All notes were converted in May 2022.

Roberto Pellicciari and TES Pharma

Roberto Pellicciari is the majority shareholder of TES Pharma Srl, one of the Company’s principal shareholders. During the three and nine months ended June 30, 2022 and June 30, 2021, Roberto Pellicciari did not supply the Company with consulting services.

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

As of June 30, 2022, and September 30, 2021, the balance due to Roberto Pellicciari was $0 and $175,000 respectively, for past consultancy services. As of June 30, 2022 and September 30, 2021, TES Pharma was owed $0 and $75,000 respectively.

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~~Chief ~~Director,~~Financial Officer, is also ~~Finance~~Chief ~~Director~~Financial Officer of Tiziana, and the Company’s directors, Willy Simon and John Brancaccio are also non-executive directors of Tiziana.

As of June 30, 2022, $100,821 was due to Tiziana under services charged under the shared services agreement. This is recorded as a related party payable in the accompanying condensed consolidated balance sheets. 8

InAs ~~March 2020, Tiziana extended a loan facility to Rasna~~ of ~~$65~~December 31,~~000.~~ ~~The~~2022 ~~loan is repayable within 18 months~~ and isSeptember ~~incurring an interest charge of 8% per annum. In April 2020~~30, ~~the~~2022, ~~loan facility was extended by a further~~ $716,~~000,~~774 soand ~~the loan facility totals~~ $7220,~~000.~~321 Asrespectively ofwas ~~June 30, 2022, the amounts~~ due to Tiziana under ~~this~~ ~~loan~~services ~~facility~~charged ~~were~~under ~~$84,960 and~~ the ~~interest~~shared ~~charged~~services inagreement. ~~the~~This ~~three~~is ~~and~~recorded as ~~nine~~a ~~months~~related toparty ~~June~~payable ~~30,~~in ~~2022,~~the ~~was~~accompanying ~~$1,440~~condensed ~~and~~consolidated ~~$4,320~~balance ~~respectively~~sheets.

~~Panetta Partners~~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, 2022, the amounts due to Tiziana under this loan facility were $87,840. The amount due to Tiziana under this agreement as of September 30, 2022 was $86,400.

~~Panetta Partners Limited,~~In aJuly ~~shareholder of Rasna~~2022, isTiziana aextended ~~company~~another inloan ~~which~~facility to ~~Gabriele Cerrone is~~Rasna aof ~~major~~$85,000. ~~shareholder~~The ~~and~~loan ~~also~~is ~~serves~~repayable aswithin a18 ~~director. The~~months ~~Company~~and ~~has~~is ~~entered~~incurring ~~into~~an ~~numerous 12%~~interest ~~Convertible~~charge ~~Promissory~~of ~~Notes~~16% ~~with~~per ~~Panetta Partners~~annum. ~~for~~As aof ~~total~~December of31, ~~$361~~2022,~~000.~~ the ~~The~~amounts ~~amount~~ due ~~for~~to ~~these~~Tiziana ~~notes~~under ~~upon~~this ~~conversion~~loan infacility ~~May~~were ~~2022~~$95,376. ~~with~~The ~~respect to~~amount ~~the~~due ~~principal~~to ~~and~~Tiziana ~~accrued~~under ~~interest~~this ~~was~~agreement ~~$494,383.~~as Asof at September 30, ~~2021~~2022 was $~~276~~91,~~303 was due with respect to notes issued~~967.

Panetta Partners/ Gabriele Cerrone

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

In July 2022, the Company entered into a promissory note with Panetta Partners Ltd for $165,000. The note carries an interest rate of 16% with a conversion price of $0.001 and is due for repayment by December 31, 2024. As at December 31, 2022, $177,980 was due with respect to notes issued. As at September 30, 2022 $171,233 was due with respect to notes issued.

In December 2022, the Company entered into an additional promissory note with Panetta Partners Ltd for $30,000 under the same terms. As at December 31, 2022, $30,107 was due with respect to this note 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.

87. SUBSEQUENT EVENTS

In ~~July~~January ~~2022~~2023, ~~the~~after ~~Company entered~~receiving ~~into~~approval aby ~~promissory~~stockholders ~~note~~we ~~with~~filed ~~Panetta Partners~~a ~~Ltd~~Certificate ~~for~~of ~~$165,000.~~Amendment ~~The~~to ~~note~~our ~~carries~~Articles anof ~~interest~~Incorporation ~~rate~~in ~~of 16%~~Nevada, ~~with~~increasing athe ~~conversion price~~authorized ofshares ~~$0.001~~to 1,520,000,000 consisting ~~and~~of is1,500,000,000 shares ~~due~~of ~~for~~common ~~repayment~~stock byand 20,000,000 shares ~~December~~of ~~31,~~preferred ~~2024~~stock.

11In January 23, 2023, the outstanding notes with Panetta Partner loans were converted resulting in the issuance of 209,773,333 shares of common stock to Panetta Partners.

On January 24, 2023, the Company issued 382,058,666 shares of common stock to Panetta Partners Limited as additional consideration for their continued financial support to the Company at $0.001 per share.

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/A filed on June 10, 2022 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~~identify, ~~protect~~assess, ~~and~~acquire ~~expand our intellectual property portfolio; ● seek to attract~~ and ~~retain~~develop ~~skilled~~other ~~personnel;~~products, ●therapeutic ~~incur~~candidates ~~the administrative costs associated with being a public company~~ and ~~related costs of compliance~~technologies; ● 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● 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.

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.~~10

Critical Accounting Policies and Estimates

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

Basis of preparation

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

Liquidity and Going Concern

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

We have no present revenue and have experienced net losses and significant cash outflows from cash used in operating activities since inception, and at ~~June~~December 3031, 2022, had a working capital deficit of $1,~~785~~714,~~749~~265.

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

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

Results of Operations

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

Results of Operations for the Three months ended ~~June~~December 3031, 2022 and 2021

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

	For the Three Months Ended June 30,
	For the Three Months Ended December 31,
	2022			2021
	(Unaudited)			(Unaudited)
Revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
Operating (income)/expenses:
General and administrative	$	~~110~~104,~~830~~856		$	6472,~~573~~656
Research and development		17,~~030~~956			—9,135
Gain on settlement of accounts payable		—			—
Total operating (income)/ expenses		122,812			81,791
Gain on settlement of related party payable		—			—
Income/ (loss) from operations		(122,812	)		(81,791	)
Total operating (income)/ expenses		127,860			64,573
Income/ (loss) from operations		(127,860	)		(64,573	)
Other expense:
Accretion of debt discount		(~~589~~16,~~868~~186	)		(40203,~~909~~399	)
Interest expense		(211,~~264~~702	)		(18,~~108~~296	)
Gain on derivative liability		~~73,569~~856			—28,855
Other expense		(~~518~~27,~~563~~032	)		(59192,~~017~~840	)
Net loss	$	(~~646~~149,~~423~~844	)	$	(~~123~~274,~~590~~631	)

Revenues

There were no revenues for the three months ended ~~June~~December 3031, 2022, and 2021 because the Company does not have any commercial biopharmaceutical products.

Operating Income/(Expenses)

Operating expenses, consisting of research and development costs, consultancy fees, legal and professional fees and general and administrative expenses, for the three months ended ~~June~~December 3031, 2022 increased to ~~an operating expense of~~ $~~127~~122,~~860~~812 from ~~an operating expense~~ of $6481,~~573~~791 for the three months ended ~~June~~December 3031, 2021, an increase of $6341,~~287~~021.

Other expense

During the three months ended ~~June~~December 3031, 2022, ~~other~~ other expense ~~increased~~decreased to $~~518~~27,~~563~~032 from ~~other expenses of~~ $59192,~~017~~840 for the three months ended ~~June~~December 3031, 2021. This decrease is predominantly due to ~~additional~~less accretion of debt discount ofcharges ~~$589,868~~and ~~offset~~less ~~by a~~ gain on the adjustment of a derivative liability ofincurred ~~$73~~in the three months ended December 31,~~569~~ 2022 as most notes had been converted.

1412

Net loss

Net loss for the three months ended ~~June 30~~December 31, 2022 ~~increased~~decreased to $~~646~~149,~~423~~844 from a net loss of $~~123~~274,~~590~~631 for the three months ended ~~June~~December 3031, 2021, a change of $~~522~~124,~~833~~787. This is predominantly due to anless ~~increase~~accretion ~~in operating expenses~~ of ~~$63,287~~debt ~~due~~discount tocharges ~~increased~~and ~~activity~~less ingain on the ~~company,~~adjustment ~~as well as additional accretion~~ of a ~~debt~~derivative ~~discount~~liability ofincurred ~~$548,959~~in ~~offset~~the bythree amonths ~~gain~~ended ~~on the~~December ~~adjustment~~31, of2022 aas ~~derivative~~most ~~liability~~notes ofhad ~~$73,569~~been converted.

Results of Operations for the Nine months ended June 30, 2022 and 2021

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

	For the Nine Months Ended June 30,
	2022			2021
	(Unaudited)			(Unaudited)
Revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
Operating (income)/expenses:
General and administrative		309,527			268,397
Research and development		43,389			44,739
Gain on settlement of accounts payable		(150,000	)		—
Gain on settlement of related party payable		(375,000	)		—
Total operating (income)/ expenses		(172,084	)		313,136
Income/ (loss) from operations		172,084			(313,136	)
Other expense:
Accretion of debt discount		(870,421	)		(68,182	)
Expenses in connection with modification and extinguishment of convertible promissory notes		—			(123,718	)
Interest expense		(41,265	)		(56,824	)
Gain on derivative liability		112,538			—
Foreign currency transaction (loss)/gain		—			48
Other expense		(799,148	)		(248,676	)
Net loss	$	(627,064	)	$	(561,812	)

Revenues

There were no revenues for the nine months ended June 30, 2022, and 2021 because the Company does not have any commercial biopharmaceutical products.

Operating Income/(Expenses)

Operating expenses, consisting of research and development costs, consultancy fees, legal and professional fees and general and administrative expenses, for the nine months ended June 30, 2022 decreased to an operating income of $172,084 from an operating loss of $313,136 for nine months ended June 30, 2021, a decrease of $485,220. The decrease is predominantly due to a $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company, offset by increased general and administrative expenses of $41,130 and decreased research and development patent expenses of $1,350.

Other expense

During the nine months ended June 30, 2022, other expense increased to $799,148 from $248,676 for the nine months ended June 30, 2021. This is predominantly due to additional accretion of debt discount by $802,239 offset by a gain on the adjustment of a derivative liability of $112,538, decrease in interest expense of $15,559 and a saving of expenses in connection with modification and extinguishment of convertible promissory notes incurred in 2021 of $123,718.

Net loss

Net loss for the nine months ended June 30, 2022 increased to $627,064 from a net loss of $561,812 for the nine months ended June 30, 2021, a movement of $65,252. This is predominantly due to $150,000 and $375,000 gain on the settlement of accounts payable and related party payable, respectively, due to the release of payment obligations due to TES Pharma S.R.L and Eurema Consulting S.R.L (and their affiliates) as all intellectual property rights and assignments relating to NPM1 were returned to them by the Company, offset by increased general and administrative expenses of $41,130 and decreased research and development patent expenses of $1,350. There was additional accretion of debt discount by $802,239 offset by a gain on the adjustment of a derivative liability of $112,538, decrease in interest expense of $15,559 and a saving of expenses in connection with modification and extinguishment of convertible promissory notes incurred in 2021 of $123,718.

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~~December 1823, ~~2021~~2022, the Company entered ~~into~~ aninto ~~eleventh 12~~a 16% Convertible Promissory Note again with Panetta Partners Ltd. (the “Holder”) ~~with~~pursuant ~~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,~~which ~~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~~issued 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~~Convertible ~~shall~~Promissory ~~be determined by the quotient obtained by dividing (x) the outstanding principal amount of the~~ Note to ~~be converted by (y)~~ the ~~Conversion Price~~Holder. The ~~Note~~Holder ~~requires~~provided the Company to ~~reserve~~with ~~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~~$30,000 ~~which~~in ~~includes~~cash ~~the~~under ~~outstanding principal amount of~~ the ~~Note~~same ~~and~~terms ~~interest~~as ~~accrued and to be accrued through~~ the ~~date~~ ~~of maturity~~fifteenth note.

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.

On May 13, 2022, all outstanding notes with a principal value of $828,500 and accrued interest of $170,150 were converted into 111,071,358 ordinary shares with a par value of $0.01.

Capital Resources

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

June 30, 2022 (Unaudited)

September 30, 2021 (unaudited)

Change

December 31, 2022 (Unaudited)

September 30, 2022 (unaudited)

Change

Current assets

7160,~~869~~576

4485,~~577~~276

27(24,~~292~~700

)

Current liabilities

1,~~857~~774,~~618~~841

21,~~798~~681,~~389~~906

~~940~~92,~~771~~935

Working capital deficit

(1,~~785~~714,~~749~~265

)

(21,~~753~~596,~~812~~630

)

~~968~~(117,~~063~~635

)

~~We had a cash balance of $10,516 and $10,848 on June 30, 2022, and September 30, 2021, respectively.~~ 13

We had a cash balance of $47,553 and $39,363 on December 31, 2022, and September 30, 2022, respectively.

Liquidity

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

	For the Nine months ended June 30,
	For the three months ended December 31,
	2022			2021			Increase/ (Decrease)
Net cash used in operating activities	$	(~~122~~1,~~139~~390	)	$	(~~253~~74,~~401~~784	)	$	~~(131~~73,~~262~~394	)
Net cash used in investing activities	$	—		$	—		$	—
Net cash provided by financing activities	$	~~121~~9,~~807~~580		$	~~290~~85,000		$	(~~168~~75,~~193~~420	)

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 $~~122~~1,~~139~~ 390 for the ~~nine~~three months ended ~~June~~December 3031, 2022 compared to $~~253~~74,~~401~~784 for the ~~nine~~three months ended ~~June~~December 3031, 2021. The net loss of $~~627~~149,~~064~~ 844 for ~~nine~~ the three months ended ~~June~~December 3031, 2022 was partially offset primarily by a gain on derivative liability of $~~112~~856,~~538, gain on the settlement of accounts~~ ~~payable of $150,000 and a gain on the settlement of a related party payable of $375,000~~ adjusted for accretion of debt discount of $~~870~~16,~~421~~186, interest expense of $4111,~~266~~703 and changes in operating assets and liabilities of $~~230~~121,~~766~~421.

Net Cash Provided by Financing Activities

Net cash provided by financing activities consists of proceeds from the issuance of convertible notes of $~~160~~30,000 offset by payments for on a note payable of $3820,~~193~~420 for the ~~nine~~three months ended ~~June~~December 3031, 2022 compared to proceeds from the issuance of convertible notes of $~~290~~85,000 for the ~~nine~~three months ended ~~June 30,~~December 31, 2021.

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.

1814

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K/A as of and for the year ended September 30, 2021, filed with the SEC on June 10, 2022.

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 18 U.S.C. Section 1350, As Adopted 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).

1915

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.
August 22, 2022	By:	/s/ Keeren Shah
March 2, 2023	By:	/s/ Keeren Shah
		Name:	Keeren Shah
		Title:	Chief Financial Officer, (Principal Executive Officer and Principal Financial and Accounting Officer)

2016

Filing Compare · ACTAVIA LIFE SCIENCES, INC.