UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of the ~~Report~~Securities ~~(Date~~Exchange Act of ~~earliest event reported): October 24, 2023~~1934

Date of report (Date of earliest event reported): April 4, 2024

ACTAVIA LIFE SCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada	333-191083	39-2080103
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Penn Plaza, 19th Floor, #1954, New York, NY		10001
5 Penn Plaza, 19th Floor, #1954 New York, NY		10001
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 646-396-4087

~~Rasna~~(Former Name ~~Therapeutics~~or Former Address, ~~Inc.~~if Changed Since Last Report)

~~420~~Check ~~Lexington~~the ~~Avenue,~~appropriate ~~Suite 2525,~~box ~~New York,~~below NYif the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under ~~10170~~any of the following provisions (see General Instruction A.2. below):

(Former name or former address, if changed since last report)

Copies to:

Jeffrey Fessler, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112

Telephone: (212) 653-8700

Facsimile: (212) 653-8701

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

~~Securities~~Item 4.01 ~~registered~~Change ~~pursuant~~in toRegistrant’s ~~Section~~Certifying ~~12(b) of the Act:~~Accountant.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.001 par value		RASP		OTC Pink

On April 4, 2024, Actavia Lifesciences, Inc. (the “Company”) was notified that Mazars USA LLP (“Mazars”), the Company’s independent registered public accounting firm, will resign as auditor effective with the filing of the Company’s Form 10-Q for the quarter ended March 31, 2024 and no later than May 31, 2024.

~~Item~~The reports ~~5.03~~of ~~Amendments~~Mazars toon ~~Articles~~the Company’s financial statements for each of ~~Incorporation~~fiscal years ended September 30, 2023 and 2022 did not contain an adverse opinion or ~~Bylaws;~~a ~~Change~~disclaimer inof ~~Fiscal~~opinion, ~~Year~~nor were they qualified or modified as to uncertainty, audit scope or accounting principle.

OnDuring the ~~October~~fiscal 24years ended September 30, 2023, ~~Rasna~~and ~~Therapeutics~~2022, ~~Inc. (the~~there ~~“Company”)~~were ~~filed~~no adisagreements ~~Certificate~~(as ofthat ~~Amendment~~term tois ~~its~~defined ~~Articles~~in Item 304(a)(1)(iv) of ~~Incorporation~~Regulation S-K inand ~~Nevada~~related (instructions) between the ~~“Certificate~~Company and Mazars on any matter of ~~Amendment”)~~accounting principles or practices, financial statement ~~changing~~disclosure ~~its~~or ~~name~~auditing toscope ~~Actavia~~or ~~Life~~procedures ~~Sciences~~which disagreements, ~~Inc.~~if ~~The~~not ~~foregoing~~resolved ~~summary~~to of the ~~Certificate~~satisfaction of ~~Amendment~~Mazars ~~does~~would ~~not~~have ~~purport~~caused Mazars to bemake ~~complete and~~reference isthereto ~~subject~~in ~~to,~~their ~~and~~reports ~~qualified~~on the financial statements for such years. The Company disclosed in its ~~entirety~~Form by10-K for the fiscal ~~form~~year ofended ~~such~~September ~~document~~30, ~~attached~~2023, asthat ~~Exhibit~~it ~~3.1~~did tonot ~~this~~maintain ~~Current~~effective ~~Report~~internal oncontrol ~~Form 8-K~~over ~~which~~financial isreporting ~~incorporated~~due byto ~~reference~~a lack of accounting resources and other oversight procedures.

~~Item~~The Company ~~9.01~~provided ~~Financial~~Mazars ~~Statements~~with a copy of the disclosures it is making in this Current Report on Form 8-K and ~~Exhibits~~requested that Mazars furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements contained herein. A copy of Mazars’ letter, dated April 4, 2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~(d)~~The Company is in the process of retaining a new independent registered public accounting firm.

Exhibit No.		Description
3.1		Certificate of Amendment to Articles of Incorporation of Rasna Therapeutics, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01 Financial Statements and Exhibits

1(d) Exhibits.

~~SIGNATURES~~The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Pursuant to the requirements 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.

Exhibit No.		Description

16.1		Letter from Mazars USA LLP dated April 4, 2024.
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

~~Date: October 26, 2023~~-1-

~~ACTAVIA LIFE SCIENCES, INC. By: /s/ Keeren Shah Name: Keeren Shah Title: Chief Financial Officer~~SIGNATURES

2Pursuant to the requirements 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.

	ACTAVIA LIFE SCIENCES, INC

Date: April 10, 2024	By:	/s/ Keeren Shah
		Keeren Shah Chief Financial Officer

-2-

Filing Compare · ACTAVIA LIFE SCIENCES, INC.