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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2023

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

For the transition period from ______________ to ______________

Commission File Number: 000-55299

NASCENT BIOTECH INC

(Exact Name of Registrant as Specified in Its Charter)

Nevada		46-5001940
(State of Incorporation)		(IRS Employer Identification No.)

631 US Hwy 1, Suite 407, North Palm Beach, FL		33480
(Address of Principal Executive Offices)		(Zip Code)

(612) 961-5656

(Registrant’s Telephone Number)

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated file, non-accelerated filer, or a smaller reporting company.

Large accelerated filer	☐	Accelerated filed	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☐

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

As of February 14, 2024 the Registrant had, 169,729,565 shares of common stock and no shares of Series A convertible preferred issued and outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		Page

Item 1.	Financial Statement (Unaudited)	3

	Unaudited Consolidated Balance Sheets as of December 31, 2023, and audited March 31, 2023	3

	Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended December 31, 2023 and 2022	4

	Unaudited Consolidated Statements of Stockholders’ Equity (Deficit) for the Three and Nine Months Ended December 31, 2023 and 2022	5

	Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended December 31, 2023 and 2022	6

	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	17

Item 4.	Controls and Procedures	17

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity and Use of Proceeds	18

Item 3.	Default upon Senior Securities	18

Item 4.	Mine Safety Information	18

Item 5.	Other Information	18

Item 6.	Exhibits	19

SIGNATURES		20

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM: 1 FINANCIAL STATEMENT

NASCENT BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2023			March 31, 2023
	(Unaudited)			(Audited)
ASSETS
Current assets:
Cash	$	623,854		$	172,186
Prepaid		17,442			82,816
Total current assets		641,696			255,002

Total assets	$	641,296		$	255,002

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	483,751		$	498,122
Convertible note- net of discount		125,000			428,719
Accrued liabilities- related party		2,179			-
Derivative liability		-			663,426
Total current liabilities		610,930			1,551,139

Total liabilities		610,930			1,551,139

Commitments and contingencies					-

Stockholders’ equity (deficit)
Preferred stock, $0.001 par value, 50,000,000 authorized, none issued and outstanding. respectively		-			-
Common stock, $0.001 par value; 500,000,000 authorized, 168,729,565 and 131,764,348 issued and outstanding, respectively		168,729			131,764
Additional paid-in capital		23,609,519			20,194,874
Accumulated deficit		(23,747,881	)		(21,622,775	)
Total stockholders’ equity (deficit)		30,367			(1,296,137	)
Total liabilities and stockholders’ equity (deficit)	$	641,296		$	255,002

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

Table of Contents

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

AS OF DECEMBER 31,

(Unaudited)

	Three Months						Nine Months
	2023			2022			2023			2022
Operating expenses:
Consulting		194,521		$	246,590		$	1,120,073		$	883,655
General and administrative expense		101,941			132,934			271,727			324,623
Clinical trials		19,102			39,627			82,467			219,155
Product manufacturing and filling		1,688			-			138,195			-
Research and development		47,170			55,875			101,388			188,503
Loss from operations		(364,422	)		(475,026	)		(1,713,850	)		(1,615,936	)

Other income (expense):
Interest income		3,920			144			4,312			160
Change in fair value of derivative		179,989			258,462			472,168			634,118
Financing costs		-			-			-			(5,124	)
Gain on debt settlement		-			28,000			50,000			28,000
Loss on original issuance discount		(25,000	)		-			(25,000	)		(329,390	)
Interest expense		107			(648,900	)		(362,736	)		(994,738	)
Total other income (expense)		159,016			(362,294	)		138,744			(666,974	)

Net loss	$	(205,406	)	$	(837,320	)	$	(1,575,106	)	$	(2,282,910	)

Net loss per share, basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.02	)

Weighted average number of shares outstanding, basic and diluted		167,244,367			119,500,985			151,121,962			115,398,628

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

Table of Contents

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

THREE AND NINE MONTHS ENDED DECEMBER 31, 2023 AND 2022

(Unaudited)

					Additional					Total
	Common stock				Paid In		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Equity (Deficit)

Balance at March 31, 2022		111,313,175	$	111,313	$	18,039,016	$	(18,821,806	)	$	(671,476	)
Common stock issued to related parties		1,052,500		1,052		304,172		-			305,224
Common stock issued for warrant exercise		3,700,000		3,700		144,300		-			148,000
Common stock issued for service		1,000,000		1,000		59,000		-			60,000
Warrants issued with convertible notes		-		-		21,336		-			21,336
Net loss		-		-		-		(1,299,876	)		(1,299,876	)

Balance at June 30, 2022		117,065,675		117,065		18,567,825		(20,121,682	)		(1,436,792	)
Common stock issued to related parties		212,629		213		65,703		-			65,916
Common stock issued for warrant exercise		500,000		500		59,500		-			60,000
Common stock issued for convertible debt		379,080		379		101,594		-			101,973
Common stock issued for AP		37,700		38		9,237		-			9,275
Warrants issued with convertible notes		-		-		157,402		-			157,402
Net loss		-		-		-		(145,714	)		(145,714	)

Balance at September 30, 2022		118,195,084		118,195		19,961,261		(20,267,396	)		(1,187,940	)
Common stock issued to related parties		718,000		718		142,882		-			143,600
Common stock issued for convertible debt		3,133,088		3,133		451,461		-			454,594
Stock option expense		-		-		62,992		-			62,992
Net loss		-		-		-		(837,320	)		(837,320	)

Balance at December 31, 2022		122,046,172	$	122,046	$	19,618,596	$	(21,104,716	)	$	(1,364,074	)

Balance at March 31, 2023		131,764,348	$	131,764	$	20,194,874	$	(21,622,775	)	$	(1,296,137	)
Common stock issued to related parties		2,235,250		2,235		109,527		-			111,762
Common stock issued for convertible debt		9,537,180		9,537		358,259		-			367,796
Common stock issued for service		100,000		100		5,500		-			5,600
Change in derivative at conversion				-		191,258		-			191,258
Option expense		-		-		4,911		-			4,911
Net loss		-		-		-		(540,224	)		(540,224	)

Balance at June 30, 2023		143,636,778		143,636		20,864,329		(22,162,999	)		(1,115,034	)
Common stock issued to related parties		4,198,652		4,198		523,991		-			528,189
Common stock issued for cash		18,720,000		187,200		1,417,280		-			1,436,000
Common stock issued for service		180,000		180		8,820		-			9,000
Option expense		-		-		4,911		-			4,911
Deemed dividend from down round				-		550,000		(550,000	)		-
Net loss		-		-		-		(829,476	)		(829,476	)

Balance at September 30, 2023		166,735,430		166,734		23,369,331		(23,542,475	)		(6,410	)
Common stock issued to related parties		387,885		388		65,634		-			66,022
Common stock for service		106,250		107		21,143		-			21,250
Common stock issued for cash		250,000		250		24,750		-			25,000
Common stock issued for convertible debt		1,250,000		1,250		123,750		-			125,000
Option expense		-		-		4,911		-			4,911

Net loss		-		-		-		(205,406	)		(205,406	)

Balance at December 31, 2023		168,729,565	$	168,729	$	23,609,519	$	(23,747,881	)	$	30,367

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

Table of Contents

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

AS OF DECEMBER 31,

(Unaudited)

	Nine Months
	2023			2022

Cash flows from operating activities:
Net loss	$	(1,575,106	)	$	(2,282,910	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation – related parties		705,974			514,740
Stock-based compensation		35,849			60,000
(Gain) loss in fair value of derivative liability		(472,168	)		(64,118	)
Debt discount amortization		380,409			(962,257
Loss on notes		(50,000	)		286,265
Option expense		14,733			62,992
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		58,425			(373,796	)
Accrued liabilities- related parties		2,179			-
Prepaid		65,374			3,917
Net cash provided by (used in) operating activities		(834,332	)		(1,400,650	)

Cash flows from financing activities:
Proceeds from the sale of common stock		1,461,000			-
Repayments of convertible notes		(400,000	)		(275,000	)
Proceeds from warrant conversion		-			208,000
Proceeds from convertible notes		225,000			1,932,000
Net cash provided (used) by financing activities		1,286,000			1,865,000

Net increase (decrease) in cash		451,668			464,350
Cash -beginning of year		172,186			94,414
Cash -end of period	$	623,854		$	558,764

SUPPLEMENT DISCLOSURES:
Interest paid	$	-		$	11,135
Income taxes paid	$	-		$	-

Non Cash Transactions
Warrants issued with convertible notes	$	-		$	-
Initial discount from derivatives	$	-		$	178,739
Common stock issued for debt conversion	$	492,796		$	556,567
Retirement of derivative at conversion of debt	$	191,258		$	-
Common stock issued for AP	$	-		$	9,275

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

Table of Contents

NASCENT BIOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc. (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada. The Company is actively developing Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan. Nascent is a phase 2 clinical trial biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer.

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. On March 15, 2021, the Company opened phase1 clinical trials. On August 10, 2023 the Company received clearance from the United States Food and Drug Administration to commence phase 2 clinical trials of brain cancer.

NOTE 2 - BASIS OF PRESENTATION

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

The accompanying unaudited interim consolidated financial statements of the Company for the three and nine months ended December 31, 2023 and 2022 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2023. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Basis of Presentation

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

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

Table of Contents

Revenue recognition

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

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

1. Identify the contract(s) with a customer.

2. Identify the performance obligations in the contract.

3. Determine the transaction price.

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

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

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

Derivative debt

In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments and supersedes the respective guidance within ASC 470-20 and ASC 740-10-55-51. With the elimination of the cash conversion and beneficial conversion feature models, more instruments will be accounted for as a single instrument rather than having their proceeds allocated between liability and equity accounting units.

The amendments in the ASU are effective for public business entities that meet the definition of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted at the beginning of an entity’s annual fiscal year, but no earlier than fiscal years beginning after December 15, 2020. The Company is still evaluating the effects of the adoption of the amendment.

NOTE 3 - GOING CONCERN

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

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NOTE 4 - RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. One of the officers and director resigned as of September 30, 2020. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage initially remained at 11% (undated to 18% as noted below) of the outstanding shares of the Company. The agreements were amended on September 1, 2020, as noted below, and the table reflects the amendment to these agreements. The following table sets forth the shares earned under these contracts for the two active officers as of December 31, 2023:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		14,487,669		15,516,579
Chief Financial Officer		617,346		7,476,173		8,093,519
Total		1,646,256		21,963,842		23,610,098

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

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Total	$	430,000

During the nine months ended December 31, 2023, two officers and a director were issued 6,821,785 shares of common stock with a value of $705,974 for service.

As of December 31, 2023, the Company owed a related party $2,179 in expenses.

NOTE 5 - EQUITY

Common

During the nine months ended December 31, 2022, two officers and a director were issued 1,983,363 shares of common stock with a value of $514,740 for service.

During the nine months ended December 31, 2022, four entities were issued 3,700,000 shares of common stock with a value of $208,000 for the exercise of 4,200,000 warrants.

During the nine months ended December 31, 2022, the Company issued 37,700 shares of common stock with a value of $9,275 for accounts payable.

During the nine months ended December 31, 2022, the medical director was issued 1,000,000 shares of common stock with a value of $60,000 for service.

During the nine months period ended December 31, 2022, the Company issued3,512,168 shares of common stock with a value of $556,565 for the conversion of $550,000 of convertible notes and $6,565 in interest.

During the nine months ended December 31, 2023, two officers and a director were issued 6,821,785 shares of common stock with a value of $705,974 for service.

During the nine months ended December 31, 2023, the Company issued 10,787,180 shares of common stock with a value of $492,796 for the conversion of debt and accrued interest.

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During the nine months ended December 31, 2023, the Company issued 100,000 shares of common stock with a value of $5,600 for service.

During the nine months ended December 31, 2023, the Company issued 18,970,000 shares of common stock with a value of $1,461,000 for cash.

During the nine months ended December 31, 2023, the Company issued 386,250 shares of common stock with a value of $35,850 for service.

NOTE 6 - OPTIONS

During the nine months period ended December 31, 2023, the Company recognized $14,733 in option expense leaving a balance of unrecognized option expense of $61,259.

The following sets forth the options granted and outstanding during the nine months ended December 31, 2023:

					Weighted
			Weighted		Average
			Average		Remaining		Number of
			Exercise		Contract		Options		Intrinsic
	Options		Price		Life		Exercisable		Value
Outstanding at March 31, 2023		1,430,000	$	0.28		3.81		930,000	$	--
Granted				--		--		--		--
Exercised		--		--		--		--		--
Outstanding at December 31, 2023		1,430,000	$	0.28		3.06		1,230,000	$	60,000

The weighted average remaining life and intrinsic value of the options as of December 31, 2023, was 3.06 years and zero, respectively.

NOTE 7 - WARRANTS

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

On April 7, 2022, the Company issued 500,000 warrants as part of a convertible note issued the same date. The Company used the Binomial Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.08 per share, conversion price of $0.12 per share, volatility of 132% and discount of 1.78%. The fair value of the warrants were calculated to be $ 26,000 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds allocated to the warrants of $21,336 is accounted for as paid in capital. As of September 23, 2022 the 500,000 warrants were converted into 500,000 shares of common stock with a value of $60,000.

On August 31, 2022 the Company issued 750,000 warrants as part of a convertible note issued the same date. The Company used the Binomial Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.41 per share, conversion price of $0.60 per share, volatility of 137% and discount of 3.50%. The fair value of the warrants were calculated to be $ 188,760 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds that were allocated to the warrants of $9,902 is accounted for as paid in capital.

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On September 2, 2022 the Company issued 250,000 warrants as part of a convertible note issued the same date. The Company used the Binomial Pricing model to estimate the fair value of the warrants as of grant date using the following key inputs; market prices of the Company’s stock at date of grant of $0.345 per share, conversion price of $0.60 per share, volatility of 137% and discount of 3.47%. The fair value of the warrants were calculated to be $50,273 and was used to allocate the proceeds to the two elements based on the relative fair value of the debt instruments without the warrants and of the warrants at the time of issuance. The portion of the proceeds were allocated to the warrants of $2,484 is accounted for as paid in capital.

The warrants contain an anti-dilution clause which become effective if any instrument is issued after the warrant issuance is converted into common stock at a price lower than the warrant conversion price. During the nine months ended December 31, 2023 the valuation resulted in a deemed dividend from the down round calculation of $550,000 with a recalculated conversion price change to $0.05 per share.

The weighted average remaining life and intrinsic value of the warrants as of December 31, 2023 was:

	Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Intrinsic Value
Outstanding at March 31, 2022		3,700,000		$	0.15		1.35	$	--
Granted		1,500,000			0.44		1.75		--
Exercised		(4,200,000	)		--		--		--
Expired		--			--		--		--
Outstanding as of March 31, 2023		1,000,000			0.60		1.50		--
Granted		--			--		--		--
Exercised		--			--		--		--
Expired		--			--		--		--
Balance at December 31, 2023		1,000,000		$	0.05		0.75	$	--

As of December 31, 2023 there were 1,000,000 warrants outstanding. The remaining life weighted average was 0.75 and intrinsic value of zero.

NOTE 8 - CONVERTIBLE DEBT

On August 31, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $1,500,000. The first $500,000 was paid at closing with the second $500,000 paid on September 20, 2022, upon filing of an S-1 Registration, and the third $500,000 paid on September 27, 2022, upon the S-1 becoming effective. Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 750,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants.

The initial derivatives were calculated for each debenture as follows:

1. Debenture 1- risk free interest of 3.50%, volatility of 137% and expected life of 1.00 years

2. Debenture 2- risk free interest of 4.03%, volatility of 140% and expected life of 1.00 years

3. Debenture 3- risk free interest of 3.98%, volatility of 141% and expected life of 1.00 years

During the nine months ended December 31, 2023, the Company issued to the note holder 8,205,263 shares of common stock for the conversion of $300,000 of the convertible notes plus $17,556 of accrued interest.

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On June 29, 2023 the Company signed a redemption agreement, amended on August 31, 2023, with the debentures owner pertaining to the outstanding principal balance of $400,000. Under the terms of the agreement the Company paid the debenture owner $50,000 on August 24, 2023. The terms of the agreement requires principal payments of $50,000, which was made before September 30, 2023, $50,000 to be paid on or before October 31, 2023 and the balance of $250,000 on or before December 31, 2023. The debenture owner has agreed not to convert any of the principal or interest to common stock through December 31, 2023 and if the terms of the agreement are met will forgive any interest on the outstanding amounts of the debentures. On October 30, 2023 ,the Company paid $50,000 against the note outstanding per the settlement agreement leaving a balance due on December 31, 2023 of $250,000. On December 15, 2023 the balance of the note of $250,000 was paid in full.

On September 2, 2022 the Company entered into an agreement with an unrelated third party for convertible debentures totaling $500,000. The first $250,000 was advanced to the Company at closing with the second $250,000 to be paid to the Company upon the S-1 becoming effective (note next paragraph below). Each debenture matures one year from date of issuance. The interest rate for each debenture is six percent (6%) per annum and the Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company’s common stock for ten consecutive trading days immediately prior to the conversion date and carried an original discount of 3% of the debenture face value. The Company also issued a warrant to purchase 250,000 shares of the Company’s common stock for a period of two years, expiring on August 30, 2024, at an exercise price of $0.60 per share. As part of the agreement the Company filed an S-1 registration statement registering the underlying common shares for the debenture conversion and the warrants. The initial derivative was calculated using risk free interest of 3.47%, volatility of 137% and expected life of 1 year. During the nine months ended December 31, 2023, the Company issued to the note holder 1,331,919 shares of common stock for the conversion of $45,000 of the convertible note plus $5,240 of accrued interest leaving a note balance of $5,000 plus accrued interest. On October 23, 2023, the Company paid $5,000 against the outstanding convertible notes payable and the interest was forgiven, leaving a balance due of zero.

On December 1, 2023 the Company issued an amended convertible debenture to an unrelated third party under the agreement dated September 2, 2022 (noted in the paragraph above), totaling $250,000 The debenture had an original discount of 10% with no accrued interest and matures on May 30, 2024. The note is convertible into common stock of the Company at the rate of $0.10 per share. On December 6, 2023, the note holder converted $125,000 of the note into 1,250,000 shares of common stock of the Company. As of December 31, 2023, the outstanding balance of the note was $125,000.

During the nine months ended December 31, 2023, the Company issued an aggregate of 10,787,180 shares of common stock with a value of $482,796 for the conversion of $470,000 of convertible note and $22,795 in interest. The conversion of the shares plus the principal payment noted above leaves a balance due of $125,000 in convertible notes plus accrued interest.

NOTE 9 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

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

Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.

Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

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As December 31, 2023, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values, due to the nature or duration of these instruments. During the nine months ended December 31, 2023, the Convertible note holder entered into an agreement in which the Company will pay the principal note balance by December 31, 2023. The note holder will not convert any amount of the outstanding notes into common stock unless the principal has not been paid per the agreement. As of December 31, 2023 the note was paid in full.

The following table represents the change in the fair value of the derivative liabilities during the quarter ended December 31, 2023:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2023	$	-	$	-	$	663,426
Change at conversion						(191,258	)
Change in fair value of the derivative		-		-		(472,168	)
Balance at December 31, 2023	$	-	$	-	$	-

NOTE 10 - COMMITMENTS AND CONTINGENCIES

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

1. $225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product

2. $225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.

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

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

As of December 31, 2023 the outstanding balance was $50,090.

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

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NOTE 11 - LICENSE AGREEMENT

On March 31, 2021, the Company issued a license agreement for US $5,000,000 to BioRay Pharmaceutical Co, LTD, (Licensee) licensing Pritumumab internationally with the exclusion of North and Central America and the Caribbean Islands. Under the terms of the agreement the Company received $250,000 upon signing of the agreement plus $750,000 with the start of the phase 1 clinical trials, which started in March 2021. In addition, the Company received $750,000 upon the initial patient enrolled at the dosage level of 8.0 mg/kg. Further payments of $2,500,000 were to be received when the FDA approves the phase 2 clinical trials and $750,000 to receive when the phase 2 clinical trials begin. Upon commercialization by the Licensee, the Company was to receive a 9% royalty on net sales for 20 years. Since the inception of the license agreement the Company had receive payments totaling $1,750,000for the first 2 payments . On June 6, 2023 the Company and BioRay mutually agreed to terminate the license agreement, at no cost to either party, returning the worldwide rights to the Company. Under the terms of the agreement no further payments were to be received.

NOTE 12 - SUBSEQUENT EVENTS

On January 30, 2024 the Company issued 1,000,000 shares of common stock with a value of $100,000 for cash.

On January 30, 2024 the Company issued 250,000 two year warrants with a exercise price of $0.60 per share.

The Company has evaluated subsequent events to determine events occurring after December 31, 2023 through the date of this filing that would have a material impact on the Company’s financial results or require disclosure and have determined none exist, other than those noted above in this footnote.

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

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

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

Nascent is a phase 2 clinical stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. The Company focuses on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. Nascent currently is developing for the treatment of brain cancer and pancreatic cancer both of which we hold orphan drug status granted by the FDA. Nascent has completed phase 1 clinical trials. On August 10, 2023 the Company received clearance from the United States Food and Drug Administration to commence phase 2 clinical trials for brain cancer.

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

Overview

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

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. The Company commenced human clinical trials with a major oncology hospital for brain cancer, both primary and metastatic. Phase 1 clinical trials has been completed. On August 10, 2023 the Company received clearance from the United States Food and Drug Administration to commence phase 2 clinical trials of brain cancer.

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

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Results of Operations

The Company recorded zero revenue during the three and nine month periods ended December 31, 2023 and 2022, respectively.

General and administrative expenses for the three and nine month periods ended December 31, 2023 was $101,941 and $271,727 compared to $132,934 and 324,623 for the periods ended December 31, 2022. Consulting expense for the three and nine month periods ending December 31, 2023 was $194,521 and $1,120,073 compared to $246,590 and $883,655 for the same periods in 2022. This increase in expenses for the three and nine month periods ended December 31, 2023 over the same period in 2022 was due primarily to increased consulting fee of $236,418 from the pricing of the shares issued to management for maintaining the percentage of ownership per their agreements. Expense was also increased by product filling cost of $138,195 for the nine months period ended December 31, 2023 verse none in the same period in 2022. This is the vialing of the bulk drug product for use in the clinical trials.

Research and development expenses for the three and nine month periods ended December 31, 2023 was $47,170 and $101,388 compared to $55,875 and $188,503 in the same periods in 2022. Clinical trials costs was $19,102 and $82,467 for the three and nine month periods ended December 31, 2023 compared to 39,627 and $219,155 in the same periods in 2022. Phase 1 clinical trials ended in March 2023. Until the commencing of phase 2 clinical trials, the expenses for research and development plus clinical trial expenses will be minimal.

Total other income expense during the three and nine month periods ended December 31, 2023 was other income of $159,016 and138,744, compared to other expense of $362,294 and $666,974 in the same periods in 2022. Other expense during the nine months in 2023 consisted of interest expense of $362,736, offset by a gain in debt settlement of $50,000 and a gain on the change of fair value of $472,168. Other expenses in the nine months period ended December 31, 2022 consisted of gain in fair value of $634,118, offset by interest expense of $994,738 and original note discount of $329,390.

For the three month and nine month periods ended December 31, 2023, our net loss was $205,406 and $1,575,106 compared to a net loss of $837,320 and $2,282,910 for the same periods in 2022. The difference between the periods was due primarily to the loss on original note discount in the nine months period ending December 31, 2022 over the same period in 2023.

Liquidity and Capital Resources

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

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

At December 31, 2023, the Company had working capital of $30,367. Current assets consist of cash of 623,854 and prepaid of $17,442 with current liabilities $610,930 consisting of accounts payable and accrued expense of $483,751and convertible notes, net of discount of $125,000.

Net cash used in operating activities in the nine months period ended December 31, 2023 was $834,332 compared to net cash used of $1,400,650 in the same period in 2022. The variance between the same periods in 2023 and 2022 relates mainly to a lower loss in the nine months period ended December 31, 2023 over the same period in 2022.

Net cash provided by financing activities for the nine months period ended December 31, 2023 was $1,286,000 compared to net cash provided by financing activities of $1,865,000 in the same period in 2022. Cash provided in the nine months period ended December 31, 2023 consisted of common stock sold for cash of $1,461,000 offset by repayment of convertible notes of $400,000, compared to proceeds from convertible notes of $1,932,000 and warrant conversion of $208,000, offset by payment of convertible notes of $275,000 during the same period in 2022.

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As of December 31, 2023, the Company had total assets of $641,296 and total liabilities of $610,929. Stockholders’ equity as of December 31, 2023 was $30,367. This compares to a stockholders’ deficit of $1,296,137 as of March 31, 2023. Liabilities decreased in 2023 mainly as a function of lower convertible notes, net of discount and no derivative liability.

NEED FOR ADDITIONAL FINANCING:

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

Our current capital needs are estimated to be approximately $15-18 million. This will take us through Phase II clinical trials which is scheduled to begin in in 2024.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third party obligations at December 31, 2023

Inflation

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

ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 4: CONTROLS AND PROCEDURES

Under the supervision and the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of December 31, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2023. Such conclusion reflects the identification of material weakness as follows: (1) lack of accounting proficiency of our chief executive officer who is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, (2) a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function, and (3) lack of control procedures that include multiple levels of review. Until we can remedy these material weaknesses, we have engaged third party consultants and accounting firm to assist with financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the nine months ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1: LEGAL PROCEEDINGS

None

ITEM 1A: RISK FACTORS

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

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

During the nine months ended December 31, 2023, two officers and a director were issued 6,821,785 shares of common stock with a value of $705,974 for service.

During the nine months ended December 31, 2023, the Company issued 10,787,180 shares of common stock with a value of $492,796 for the conversion of debt and accrued interest.

During the nine months ended December 31, 2023, the Company issued 100,000 shares of common stock with a value of $5,600 for service.

During the nine months ended December 31, 2023, the Company issued 18,970,000 shares of common stock with a value of $1,461,000 for cash.

During the nine months ended December 31, 2023, the Company issued 386,250 shares of common stock with a value of $35,850 for service.

ITEM 3: DEFAULT ON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY INFORMATION

None

ITEM 5: OTHER INFORMATION

None.

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ITEM 6: EXHIBITS

Exhibit No.		Description

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema Document.

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURE

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

	NASCENT BIOTECH, INC.

Dated: February 14, 2024	By:	/s/ Sean Carrick
		Sean Carrick
		Principal Executive Officer

Nascent Biotech Inc. 10-Q