NASCENT BIOTECH INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On August 30, 2022, Nascent Biotech Inc. (the "Company") entered into an agreement with YA II PN, Ltd. ("YA II"), an unrelated third party. YA II is loaning the Company $1,500,000.00. The first tranche of $500,000.00 will be paid at Closing. In connection with the loan, the Company is issuing YA II its Convertible Debentures (the "Debentures"). The first Debenture is for $500,000.00, has a maturity date of one year and is due on August 30, 2023. The interest rate is six percent (6%) per annum. The Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest traded VWAP price of the Company's common stock for ten consecutive trading days immediately prior to the conversion date. The Debenture may be prepaid in accordance with the terms set forth in the Debenture. The Debenture also contains certain representations, warranties, covenants, and events of default including, among other things, if the Company becomes delinquent in its periodic report filings with the Securities and Exchange Commission (the "SEC"). If an event of default occurs, the amount of the principal and interest rate due under the Debentures increases.

YA II will not affect any conversion which will result in its holding more than 4.99% of our common stock. The Debenture provides for certain penalties for failure to timely deliver stock and contains other protective provisions for YA II. $500,000 principal amount of the Debenture has been funded, the next tranche of $500,000 will be due when the Company files a registration statement covering the shares of our common stock issuable upon conversion of the Debenture and upon exercise of a warrant that the Company has issued as part of the transaction. The final tranche of $500,000 will be funded upon the effectiveness of the registration statement.

As part of this transaction, the Company and YA II entered into to a Securities Purchase Agreement dated August 30, 2022 (the "SPA"). The Company also issued a warrant to YA II 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.

In connection with the Debenture and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register with the SEC the shares issuable upon conversion of the Debentures and issuable upon exercise of the Warrant.

The foregoing descriptions of the terms of the Debenture, the Warrant, the SPA, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the complete text of the documents attached as Exhibits 4.1 through 4.2 and Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The issuance of the securities described in Item 1.01 was completed in accordance with the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the investor and the Company; and (f) the recipient of the securities made several representations of sophistication, experience, and ability to bear the risks of the investment.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
Number     Exhibit Description

  4.1        Convertible Debenture

  4.2        Warrant

  10.1       Securities Purchase Agreement

  10.2       Registration Rights Agreement

104        Cover Page Interactive Data File (embedded within Inline XBRL document)





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