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, 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.





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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 December 31, 2022, had a working capital deficit of $1,714,265.

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.





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Results of Operations



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

Results of Operations for the Three months ended December 31, 2022 and 2021





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



                                                 For the
                                           Three Months Ended
                                              December 31,
                                         2022              2021
                                      (Unaudited)       (Unaudited)

Operating (income)/expenses:
General and administrative           $     104,856     $      72,656
Research and development                    17,956             9,135
Total operating (income)/ expenses         122,812            81,791

Income/ (loss) from operations            (122,812 )         (81,791 )

Other expense:
Accretion of debt discount                 (16,186 )        (203,399 )
Interest expense                           (11,702 )         (18,296 )
Gain on derivative liability                   856            28,855

Other expense                              (27,032 )        (192,840 )

Net loss                             $    (149,844 )   $    (274,631 )




Revenues


There were no revenues for the three months ended December 31, 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 December 31, 2022 increased to $122,812 from of $81,791 for the three months ended December 31, 2021, an increase of $41,021.





Other expense


During the three months ended December 31, 2022, other expense decreased to $27,032 from $192,840 for the three months ended December 31, 2021. This decrease is predominantly due to less accretion of debt discount charges and less gain on the adjustment of a derivative liability incurred in the three months ended December 31, 2022 as most notes had been converted.





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Net loss


Net loss for the three months ended December 31, 2022 decreased to $149,844 from a net loss of $274,631 for the three months ended December 31, 2021, a change of $124,787. This is predominantly due to less accretion of debt discount charges and less gain on the adjustment of a derivative liability incurred in the three months ended December 31, 2022 as most notes had been converted.

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 December 23, 2022, the Company entered into a 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 under the same terms as the fifteenth note.





Capital Resources


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





                             December 31,          September 30,
                           2022 (Unaudited)       2022 (unaudited)        Change

Current assets            $           60,576     $           85,276     $  (24,700 )
Current liabilities                1,774,841              1,681,906         92,935
Working capital deficit   $       (1,714,265 )   $       (1,596,630 )   $ (117,635 )




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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 three months ended
                                                         December 31,
                                                                        Increase/
                                              2022         2021         (Decrease)

Net cash used in operating activities $ (1,390 ) $ (74,784 ) $ 73,394 Net cash used in investing activities $ - $ - $ - Net cash provided by financing activities $ 9,580 $ 85,000 $ (75,420 )

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 $1,390 for the three months ended December 31, 2022 compared to $74,784 for the three months ended December 31, 2021. The net loss of $149,844 for the three months ended December 31, 2022 was partially offset primarily by a gain on derivative liability of $856, adjusted for accretion of debt discount of $16,186, interest expense of $11,703 and changes in operating assets and liabilities of $121,421.

Net Cash Provided by Financing Activities

Net cash provided by financing activities consists of proceeds from the issuance of convertible notes of $30,000 offset by payments for on a note payable of $20,420 for the three months ended December 31, 2022 compared to proceeds from the issuance of convertible notes of $85,000 for the three months ended December 31, 2021.

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