Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2021 | Jun. 16, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Rasna Therapeutics Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 179,979,361 | |
Amendment Flag | false | |
Entity Central Index Key | 0001582249 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-191083 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 39-2080103 | |
Entity Address, Address Line One | 420 Lexington Ave | |
Entity Address, Address Line Two | Suite 2525 | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10170 | |
City Area Code | (646) | |
Local Phone Number | 396-4087 | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 21,064 | $ 10,848 |
Prepaid expenses | 12,391 | 33,729 |
Total current assets | 33,455 | 44,577 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,488,989 | 1,516,001 |
Related party payables | 574,127 | 561,446 |
Loan payable and accrued interest, related party | 82,080 | 80,640 |
Convertible notes payable, net - related party | 43,920 | 230,287 |
Convertible notes payable, net | 267,619 | 371,997 |
Derivative liabilities | 80,683 | 38,018 |
Total Current Liabilities | 2,537,418 | 2,798,389 |
Commitments and contingencies | ||
Shareholders’ deficit | ||
Common stock, $0.001 par value; 200,000,000 shares authorized; 68,908,003 shares issued and outstanding | 68,909 | 68,909 |
Additional paid-in capital | 21,236,238 | 20,711,758 |
Accumulated deficit | (23,809,110) | (23,534,479) |
Total shareholders’ deficit | (2,503,963) | (2,753,812) |
Total liabilities and shareholders’ deficit | $ 33,455 | $ 44,577 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2021 | Sep. 30, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 68,908,003 | 68,908,003 |
Common stock, shares outstanding | 68,908,003 | 68,908,003 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | ||
Cost of revenue | ||
Gross profit | ||
Operating expenses: | ||
General and administrative | 72,656 | 154,941 |
Research and development | 9,135 | |
Total operating expenses | 81,791 | 154,941 |
Loss from operations | (81,791) | (154,941) |
Other income/(expense): | ||
Accretion of debt discount | (203,399) | |
Gain on derivative liability | 28,855 | |
Interest expense | (18,296) | (17,077) |
Foreign currency transaction gain | 156 | |
Total other income expense | (192,840) | (16,921) |
Loss from operations before income taxes | (274,631) | (171,862) |
Income tax provision | ||
Net loss | $ (274,631) | $ (171,862) |
Basic and diluted net loss per share attributable to common shareholders (in Dollars per share) | $ 0 | $ 0 |
Basic and diluted weighted average common shares outstanding (in Shares) | 68,908,003 | 68,908,003 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Balance at Sep. 30, 2020 | $ 68,909 | $ 19,914,884 | $ (22,658,481) | $ (2,674,688) |
Balance (in Shares) at Sep. 30, 2020 | 68,908,003 | |||
Share based compensation | 18,192 | 18,192 | ||
Net loss | (171,862) | (171,862) | ||
Balance at Dec. 31, 2020 | $ 68,909 | 19,933,076 | (22,830,343) | (2,828,358) |
Balance (in Shares) at Dec. 31, 2020 | 68,908,003 | |||
Balance at Sep. 30, 2021 | $ 68,909 | 20,711,758 | (23,534,479) | (2,753,812) |
Balance (in Shares) at Sep. 30, 2021 | 68,908,003 | |||
Beneficial conversion feature related to convertible notes | 524,480 | 524,480 | ||
Net loss | (274,631) | (274,631) | ||
Balance at Dec. 31, 2021 | $ 68,909 | $ 21,236,238 | $ (23,809,110) | $ (2,503,963) |
Balance (in Shares) at Dec. 31, 2021 | 68,908,003 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (274,631) | $ (171,862) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Share based compensation | 18,192 | |
Depreciation | 314 | |
Non-cash interest expense | 18,296 | 1,440 |
Accretion of debt discount | 203,399 | 16,132 |
Derivative liability | (28,855) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | (27,012) | 65,573 |
Related party payable | 12,681 | 932 |
Prepaid expenses | 21,338 | 17,641 |
Related party receivable | 748 | |
Net cash used in operating activities | (74,784) | (50,890) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of convertible notes | 85,000 | 40,000 |
Net change in cash | 10,216 | (10,890) |
Cash, beginning of period | 10,848 | 14,241 |
Cash, end of period | 21,064 | 3,351 |
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Derivative liabilities in connection with issuance and extension of convertible notes | 71,520 | |
Beneficial conversion feature related to issuance and extension of convertible notes | $ 524,480 |
General Information
General Information | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
GENERAL INFORMATION | 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 NPM1 and LSD1, which are 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. |
Accounting Policies
Accounting Policies | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | 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 year ended September 30, 2021. 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 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on June 9, 2022. 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 months ended December 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2022. 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 loss 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 following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: Dec. 31, Dec. 31, Stock options 3,648,675 3,648,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 92,744,106 2,382,692 Total shares issuable upon exercise or conversion 98,319,282 7,957,868 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. In December 2019, the FASB issued ASU 2019 -12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has implemented this and the effect of this amendment is immaterial on its consolidated financial statements and related disclosures. The Company has determined that all 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. |
Liquidity and Going Concern
Liquidity and Going Concern | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | 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 over the past two years, and as of December 31, 2021, had an accumulated deficit of $23,809,110, a net loss for the year ended December 31, 2021 of $274,631 and net cash used in operating activities of $74,784. 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED COMPENSATION | 4. SHARE-BASED COMPENSATION For the three months ended December 31, 2021, and December 31, 2020, $0 and $18,192 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. No costs related to non-employees have been included within the consultancy fees expense category in the unaudited condensed consolidated interim financial statements in the three months ended December 31, 2021 and the three months ended December 31, 2020. |
Convertible Notes
Convertible Notes | 3 Months Ended |
Dec. 31, 2021 | |
Convertible Notes [Abstract] | |
CONVERTIBLE NOTES | 5. CONVERTIBLE NOTES The table below summarizes outstanding convertible notes as of December 31, 2021and December 31, 2020: Balance of non-related notes payable, net as of September 30, 2021 $ 371,997 Accrued Interest 7,505 Accretion of debt discount 123,117 Beneficial conversion feature related to issuance and extension of convertible notes (206,800 ) Derivative liabilities in connection with issuance and extension of convertible notes (28,200 ) Balance of non-related notes payable, net as of December 31 2021 $ 267,619 Balance of related party notes payable, net as of September 30, 2021 $ 230,287 Issuance of debt 85,000 Accrued Interest 9,351 Accretion of debt discount 80,282 Beneficial conversion feature related to issuance and extension of convertible notes (317,680 ) Derivative liabilities in connection with issuance and extension of convertible notes (43,320 ) Balance of related party notes payable, net as of December 31, 2021 $ 43,920 Balance of related notes payable, net as of September 30, 2020 $ 89,768 New convertible notes issued 40,000 Accrued Interest 3,542 Balance of related notes payable, net as of December 31 2020 $ 133,310 Balance of non-related notes payable, net as of September 30, 2020 $ 357,196 Accrued Interest 12,590 Balance of non-related notes payable, net as of December 31, 2020 $ 369,786 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 % 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. 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 period to Dec 31, 2021, the Company recognized an additional $71,520 due to the extension and issuance of the convertible notes. Additionally, the Company recognized a gain of $28,855 on the extinguishment of convertible notes. The Company noted due to the short-term nature of the note in addition to the relatively small incremental increase in the interest rate in the event of default (6%) the maximum overall impact would be approximately $61,320 for the extinguished notes and $10,200 for the new notes issued (calculated as the increase in interest rate multiplied by the principal balance). In addition, the Company assessed all Events of Default and concluded that they are generally within the Company’s control and have a very low probability of occurrence. Management will continue to assess the valuation of the embedded derivative at each reporting period and will record any changes in value through other income and expenses. 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 will be limited to the gross proceeds less any debt discounts. As at December 31, 2021 this amounted to $524,483 for the amended and new notes issued. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 6. 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 months ended December 31, 2021 and December 31, 2020 Eurema Consulting did not supply the Company with consulting services. As of December 31, 2021, and September 30, 2021, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services. See note 7 for subsequent events information. Gabriele Cerrone Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company’s principal shareholders. As of December 31, 2021, 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. 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 months ended December 31, 2021 and December 31, 2020 Roberto Pellicciari did not supply the Company with consulting services. As of December 31, 2021, and September 30, 2021, the balance due to Roberto Pellicciari was $175,000 for past consultancy services. At December 31, 2021 and September 30, 2021, TES Pharma was owed $75,000. See note 7 for subsequents events information 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 Director, is also Finance Director of Tiziana, and the Company’s directors, Willy Simon and John Brancaccio are also non-executive directors of Tiziana. During the three months ended December 31, 2021, $12,681 was charged under this shared services agreement. As of December 31, 2021, $24,127 was due to Tiziana for services charged under the shared services agreement. This is recorded as a related party payable in the accompanying condensed consolidated balance sheets. 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, 2021, the amounts due to Tiziana under this loan facility were $82,080. Interest expense for the period ended December 31, 2021 and 2020 was $1,440, respectively. Panetta Partners Panetta Partners Limited, a shareholder of Rasna, is a company in which Gabriele Cerrone is a major shareholder and also serves as a director. The Company has entered into numerous 12% Convertible Promissory Notes with Panetta Partners for a total of $361,000. The amount due for these notes as at December 31, 2021, with respect to the principal and accrued interest is $392,225. As at September 30, 2021 $276,303 was due with respect to notes 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 7. SUBSEQUENT EVENTS In February 2022, Panetta Partners Ltd advanced $30,000 to the Company. This advance was converted into promissory notes, at an interest rate of 16% with a conversion price of $0.005. In March 2022, Panetta Partners Ltd advanced an additional $45,000 to the Company. This advance was converted into promissory notes, at an interest rate of 16% with a conversion price of $0.005. In March 2022, the Company agreed to return back to TES Pharma S.R.L and Eurema Consulting S.R.L all intellectual property rights and assignments relating to NPM1. In exchange for this, TES Pharma S.R.L and Eurema Consulting S.R.L agreed to waive any payments due to them and their affiliates by Rasna. On May 13, 2022, the Company received notice from all noteholders that all notes were to be converted into stock. The Company issued 111,071,358 of common stock on May 13, 2022 in respect of these conversions. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of preparation | 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 and notes thereto included in the Company’s Annual Report on Form 10-K/A filed with the SEC on June 9, 2022. 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 months ended December 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2022. |
Principles of Consolidation | 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 | 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 | 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 loss 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 following table sets forth potential common shares issuable upon the exercise of outstanding options and the exercise of warrants and convertible loan notes, all of which have been excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive: Dec. 31, Dec. 31, Stock options 3,648,675 3,648,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 92,744,106 2,382,692 Total shares issuable upon exercise or conversion 98,319,282 7,957,868 |
Recent Accounting Pronouncements | 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. In December 2019, the FASB issued ASU 2019 -12, Income Taxes – Simplifying the Accounting for Income Taxes (“ASU 2019-12”). Among other items, the amendments in ASU 2019-12 simplify the accounting treatment of tax law changes and year-to-date losses in interim periods. An entity generally recognizes the effects of a change in tax law in the period of enactment; however, there is an exception for tax laws with delayed effective dates. Under current guidance, an entity may not adjust its annual effective tax rate for a tax law change until the period in which the law is effective. This exception was removed under ASU 2019-12, thereby providing that all effects of a tax law change are recognized in the period of enactment, including adjustment of the estimated annual effective tax rate. Regarding year-to-date losses in interim periods, an entity is required to estimate its annual effective tax rate for the full fiscal year at the end of each interim period and use that rate to calculate its income taxes on a year-to-date basis. However, current guidance provides an exception that when a loss in an interim period exceeds the anticipated loss for the year, the income tax benefit is limited to the amount that would be recognized if the year-to-date loss were the anticipated loss for the full year. ASU 2019-12 removes this exception and provides that, in this situation, an entity would compute its income tax benefit at each interim period based on its estimated annual effective tax rate. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020, including interim periods within those annual periods. Early adoption is permitted. The Company has implemented this and the effect of this amendment is immaterial on its consolidated financial statements and related disclosures. The Company has determined that all 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. |
Accounting Policies (Tables)
Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants | Dec. 31, Dec. 31, Stock options 3,648,675 3,648,675 Warrants 1,926,501 1,926,501 Convertible notes & associated fees 92,744,106 2,382,692 Total shares issuable upon exercise or conversion 98,319,282 7,957,868 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Convertible Notes [Abstract] | |
Schedule of convertible notes | Balance of non-related notes payable, net as of September 30, 2021 $ 371,997 Accrued Interest 7,505 Accretion of debt discount 123,117 Beneficial conversion feature related to issuance and extension of convertible notes (206,800 ) Derivative liabilities in connection with issuance and extension of convertible notes (28,200 ) Balance of non-related notes payable, net as of December 31 2021 $ 267,619 Balance of related party notes payable, net as of September 30, 2021 $ 230,287 Issuance of debt 85,000 Accrued Interest 9,351 Accretion of debt discount 80,282 Beneficial conversion feature related to issuance and extension of convertible notes (317,680 ) Derivative liabilities in connection with issuance and extension of convertible notes (43,320 ) Balance of related party notes payable, net as of December 31, 2021 $ 43,920 Balance of related notes payable, net as of September 30, 2020 $ 89,768 New convertible notes issued 40,000 Accrued Interest 3,542 Balance of related notes payable, net as of December 31 2020 $ 133,310 Balance of non-related notes payable, net as of September 30, 2020 $ 357,196 Accrued Interest 12,590 Balance of non-related notes payable, net as of December 31, 2020 $ 369,786 |
Accounting Policies (Details) -
Accounting Policies (Details) - Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants - shares | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 98,319,282 | 7,957,868 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 1,926,501 | 1,926,501 |
Stock options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 3,648,675 | 3,648,675 |
Convertible notes & associated fees [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total shares issuable upon exercise or conversion | 92,744,106 | 2,382,692 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - Liquidity and Going Concern [Member] | 3 Months Ended |
Dec. 31, 2021USD ($) | |
Liquidity and Going Concern (Details) [Line Items] | |
Accumulated deficit | $ 23,809,110 |
Net loss | (274,631) |
Net cash used in operating activities | $ (74,784) |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Share based compensation to directors | $ 0 | |
Share based compensation to employees | $ 18,192 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Nov. 29, 2021 | Nov. 18, 2021 | Dec. 31, 2021 |
Convertible Notes (Details) [Line Items] | |||
Convertible promissory note in percentage | 12.00% | ||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 | |
Cash | $ 30,000 | ||
Conversion, description | 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. | ||
Carrying interest rate | 1.00% | ||
Expiry date | Dec. 31, 2023 | ||
Convertible notes description | 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 | ||
Interest rate | 6.00% | ||
Recognized an additional | $ 71,520 | ||
Gain of extinguishment of convertible notes | 28,855 | ||
Extinguished notes | 61,320 | ||
Notes issued | $ 10,200 | ||
Convertible Promissory Note [Member] | |||
Convertible Notes (Details) [Line Items] | |||
Cash | $ 55,000 | ||
Carrying interest rate | 12.00% | 12.00% | |
Interest rate | 6.00% | ||
Beneficial Conversion Feature [Member] | |||
Convertible Notes (Details) [Line Items] | |||
Notes issued | $ 524,483 |
Convertible Notes (Details) - S
Convertible Notes (Details) - Schedule of convertible notes - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Non-related notes payable [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes [Line Items] | ||
Balance | $ 371,997 | $ 357,196 |
Balance | 267,619 | 369,786 |
Accrued Interest | 7,505 | 12,590 |
Accretion of debt discount | 123,117 | |
Beneficial conversion feature related to issuance and extension of convertible notes | (206,800) | |
Derivative liabilities in connection with issuance and extension of convertible notes | (28,200) | |
Related party notes payable [Member] | ||
Convertible Notes (Details) - Schedule of convertible notes [Line Items] | ||
Balance | 230,287 | 89,768 |
Balance | 43,920 | 133,310 |
Issuance of debt | 85,000 | |
New convertible notes issued | 40,000 | |
Accrued Interest | 9,351 | $ 3,542 |
Accretion of debt discount | 80,282 | |
Beneficial conversion feature related to issuance and extension of convertible notes | (317,680) | |
Derivative liabilities in connection with issuance and extension of convertible notes | $ (43,320) |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Nov. 18, 2021 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||||
Balance due to Eurema consulting services | $ 200,000 | $ 200,000 | |||||
Due to related party | 175,000 | ||||||
Maturity date | Dec. 31, 2023 | Dec. 31, 2023 | |||||
Interest charge, percentage | 12.00% | ||||||
Shared services agreement | $ 12,681 | ||||||
Balance due to related party | 561,446 | 574,127 | $ 7,000 | ||||
Loan facility amount | $ 72,000 | ||||||
Accrued interest | 82,080 | ||||||
Interest expense | 1,440 | $ 1,440 | |||||
Notes issued | 10,200 | ||||||
Gabriele Cerrone [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Due to related party | 175,000 | ||||||
Interest charge, percentage | 12.00% | ||||||
Related party receivable | $ 85,000 | $ 20,000 | |||||
Roberto Pellicciari and TES Pharma [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Balance due to Eurema consulting services | 175,000 | 175,000 | |||||
Company owed | 75,000 | 75,000 | |||||
Tiziana Life Sciences PLC [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Interest charge, percentage | 8.00% | ||||||
Service charges | $ 24,127 | ||||||
Principal and accrued interest amount | $ 65,000 | ||||||
Panetta Partners [Member] | |||||||
Related Party Transactions (Details) [Line Items] | |||||||
Interest charge, percentage | 12.00% | ||||||
Principal and accrued interest amount | $ 392,225 | ||||||
Total interest charge | $ 361,000 | ||||||
Notes issued | $ 276,303 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | ||
Mar. 31, 2022 | Feb. 28, 2022 | May 13, 2022 | |
Subsequent Event [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Additional amount | $ 45,000 | $ 30,000 | |
Interest rate in percentage | 16.00% | 16.00% | |
Conversion price | $ 0.005 | $ 0.005 | |
Forecast [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock shares issued | 111,071,358 |