10-Q

UNITED STATES

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 March 31, 2021

OR

☐ 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

333-191083

RASNA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	39-2080103
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

420 Lexington Ave, Suite 2525, New York, NY 10170

(Address of principal executive offices)   (Zip Code)

Telephone: (646) 396-4087

(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 and (2) has 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 ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ☐	Accelerated filer  ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

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

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 68,908,003  shares of common stock were issued and outstanding as of May 28, 2021.

TABLE OF CONTENTS

		PAGE
PART 1	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	1
	Condensed Consolidated Balance Sheets - March 31,2021 (unaudited) and September 30, 2020	1
	Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31,2021 and 2020	2
	Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Six Months Ended March 31, 2021 and 2020	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2021 and 2020	4
	Notes to the unaudited Condensed Consolidated Financial Statements	5
ITEM 2.	Management’s discussion and analysis of financial condition and results of operations	11
ITEM 3.	Controls and Procedures	17
PART II	OTHER INFORMATION
ITEM 1A	Risk factors	18
ITEM 6.	Exhibits	18
SIGNATURES		19

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			September 30,
	2021			2020
ASSETS
Current assets:
Cash	$	32,204		$	14,241
Prepaid expenses		61,403			17,641
Related party receivable		—			748
Total current assets		93,607			32,630
Property and equipment, net		—			314
Total non-current assets		—			314
Total assets	$	93,607		$	32,944
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Current liabilities:
Accounts payable and accrued expenses	$	1,718,476		$	1,635,788
Related party payables		553,021			550,000
Loan payable and accrued interest, related party		77,760			74,880
Convertible notes payable, net - related party		167,433			90,262
Convertible notes payable, net		380,121			356,702
Total current liabilities		2,896,811			2,707,632
Total liabilities		2,896,811			2,707,632
Commitments and contingencies
Shareholders’ equity
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		20,224,590			19,914,884
Accumulated deficit		(23,096,703	)		(22,658,481	)
Total shareholders’ deficit		(2,803,204	)		(2,674,688	)
Total liabilities and shareholders’ deficit	$	93,607		$	32,944

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

1

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31,						For the Six Months Ended March 31,
	2021			2020			2021			2020
Revenue	$	—		$	—		$	—		$	—
Cost of revenue		—			—			—			—
Gross profit		—			—			—			—
Operating expenses:
General and administrative		77,556			136,416			203,824			275,508
Research and development		16,067			45,164			44,739			55,353
Total operating expenses		93,623			181,580			248,563			330,861
Loss from operations		(93,623	)		(181,580	)		(248,563	)		(330,861	)
Other income/(expense):
Accretion of debt discount		(27,273	)		—			(27,273	)		—
Beneficial conversion feature on convertible notes		(123,718	)		—			(123,718	)		—
Interest expense		(21,640	)		(9,393	)		(38,716	)		(18,154	)
Foreign currency transaction (loss)/gain		(107	)		—			48			—
Total other income/(expense)		(172,738	)		(9,393	)		(189,659	)		(18,154	)
Loss from operations before income taxes		(266,361	)		(190,973	)		(438,222	)		(349,015	)
Income tax provision		—			—			—			—
Net loss	$	(266,361	)	$	(190,973	)	$	(438,222	)	$	(349,015	)
Basic and diluted net loss per share attributable to common shareholders	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)
Basic and diluted weighted average common shares outstanding		68,908,003			68,908,003			68,908,003			68,908,003

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

2

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY/DEFICIT

(UNAUDITED)

	Six Months Ended March 31, 2021
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at October 1, 2020		68,908,003	$	68,909	$	19,914,884	$	(22,658,481	)	$	(2,674,688	)
Share based compensation		—		—		35,988		—			35,988
Beneficial conversion feature related to convertible notes						273,718					273,718
Net loss		—		—		—		(438,222	)		(438,222	)
Balance at March 31, 2021		68,908,003	$	68,909	$	20,224,590	$	(23,096,703	)	$	(2,803,204	)

	Six Months Ended March 31, 2020
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at October 1, 2019		68,908,003	$	68,909	$	19,780,252	$	(17,311,809	)	$	2,537,352
Share based compensation		—		—		89,681		—			89,681
Net loss		—		—		—		(349,015	)		(349,015	)
Balance at March 31, 2020		68,908,003	$	68,909	$	19,869,933	$	(17,660,824	)	$	2,278,018

	Three Months Ended March 31, 2021
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance at December 31, 2020		68,908,003	$	68,909	$	19,933,076	$	(22,830,343	)	$	(2,828,358	)
Share based compensation		—		—		17,796		—			17,796
Net loss		—		—		—		(266,361	)		(266,361	)
Beneficial conversion feature related to convertible notes						273,718					273,718
Balance at March 31, 2021		68,908,003	$	68,909	$	20,224,591	$	(23,096,703	)	$	(2,803,204	)

	Three Months Ended March 31, 2020
	Common Stock				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at December 31, 2019		68,908,003	$	68,909	$	19,827,425	$	(17,469,851	)	$	2,426,483
Share based compensation		—		—		42,508		—			42,508
Net loss		—		—		—		(190,973	)		(190,973	)
Balance at March 31, 2020		68,908,003	$	68,909	$	19,869,933	$	(17,660,824	)	$	2,278,018

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

3

RASNA THERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended March 31,
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(438,222	)	$	(349,015	)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation		35,988			89,681
Depreciation		314			817
Fee for convertible loan note to be settled in equity		123,718			—
Accretion of debt discount		27,273			—
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		105,613			83,266
Related party payable		16,293			—
Prepayments and other receivables		(43,762	)		(45,747	)
Related party receivable		748			3,375
Net cash used in operating activities		(172,037	)		(217,623	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of loan payable - related party		—			65,000
Proceeds from issuance of convertible note payable		190,000			108,500
Net cash provided by financing activities		190,000			173,500
Effect of foreign exchange rate		—			—
Net change in cash		17,963			(44,123	)
Cash, beginning of period		14,241			50,068
Cash, end of period	$	32,204		$	5,945

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

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RASNA THERAPEUTICS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.  GENERAL INFORMATION

Rasna Therapeutics, Inc. (“Rasna DE”, “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. See Note 2, foreign currency policy. 

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.

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.

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, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on January 15, 2021. 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 six months ended March 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2021. 

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE’s subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminates 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.

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Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported 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: 

	March 31, 2021		March 31, 2020
Stock options		3,648,675		3,948,675
Warrants		1,926,501		1,926,501
Convertible notes & associated fees		70,150,898		564,615
Total shares issuable upon exercise or conversion		75,726,074		6,439,791

The following is the computation of net loss per share for the following periods:

	For the Three Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(266,361	)	$	(190,973	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)

	For the Six Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(438,222	)	$	(349,015	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)

The Company has determined that all other 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.

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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 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.

4.  SHARE-BASED COMPENSATION

For the three and six months ended March 31, 2021 $17,796 and $35,988 respectively, 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. 

For the three and six months ended March 31, 2020 $42,508 and $89,691 respectively, 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. 

As of March 31, 2021 there was $6,686 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 0.85 years.

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5.  CONVERTIBLE NOTES

The table below summarizes outstanding convertible notes as of March 31, 2021 and September 30, 2020: 

Convertible Notes Payable:	March 31, 2021			September 30, 2020
Principal value of Non-Related Party Notes		292,500			292,500
Interest accrued		87,621			64,202
Carrying Value of Note		380,121			356,702
Principal value of Related Party Notes		276,000			86,000
Interest accrued		14,160			4,262
Beneficial conversion feature of new notes		(122,727	)		-
Carrying Value of Note		167,433			90,262
Total carrying value of convertible notes payable		547,554			446,964

All notes accrue interest at 12% per annum and are due on December 31, 2021. 

On February 3, 2021, all previously outstanding notes were reissued with amended expiry and conversion terms. The amended terms are as follows:

1. Conversion

The amended Notes provide the Holders 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.

2. Expiry of the notes was amended to December 31, 2021.

The fair value of the amended notes was calculated as the principal plus interest.

The original notes were deemed to be extinguished, and a loss on extinguishment of $nil was recorded.

8

On January 14, 2021, the Company entered into a 12% Convertible Promissory Note 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 $60,000 in cash. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 12%, with principal and accrued interest on the Note due and payable on December 21, 2021 (unless converted under terms and provisions as set forth within the Agreement). 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 February 10, 2021, the Company entered into a 12% Convertible Promissory Note 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 $90,000 in cash. All other terms were the same as the note before.

Upon issuance of these notes, the Company recognized a debt discount of approximately $150,000, resulting from the recognition of a beneficial conversion feature (BCF). This BCF will be amortized on a straight line basis over the term of the note due to its short life.

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 March 31, 2021 and March 31, 2020 Eurema Consulting did not supply the Company with consulting services. As of March 31, 2021, and September 30, 2020, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services.

Gabriele Cerrone

Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company’s principal shareholders. As of March 31, 2021, and September 30, 2020, 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, 2021. In February 2021, Gabriele Cerrone assigned the Note to Panetta Partners Ltd.

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 March 31, 2021 and March 31, 2020 Roberto Pellicciari did not supply the Company with consulting services. As of March 31, 2021, and September 30, 2020, the balance due to Roberto Pellicciari was $175,000 for past consultancy services. At March 31, 2021 and September 30, 2020, TES Pharma was owed $75,000. 

9

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.

As of March 31, 2021, $3,021 was due to Tiziana under services charged under the shared services agreement. This is recorded as a related party payable in the accompanying condensed consolidated balance sheets. As of September 30, 2020, the Company made payments on behalf of Tiziana of $748, which are recorded as a related party receivable in the accompanying condensed consolidated balance sheets. 

On March 31, 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 March 31, 2021, the amounts due to Tiziana under this loan facility were $77,760.

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.

In February 2020, September 2020 and October 2020 the Company entered into 12% Convertible Promissory Notes with Panetta Partners for $31,000, $35,000 and $40,000 with extended maturity dates of December 31, 2021. The amount due for these notes at March 31, 2021, with respect to the principal and accrued interest is $35,278 $37,205 and $42,133 respectively.

In February 2021, Gabriele Cerrone, a major shareholder of Panetta Partners Ltd, assigned a 12% Convertible Promissory Note that he entered into in February 2020 to Panetta Partners Ltd. The amount due for this note at March 31, 2021, with respect to the principal and accrued interest is $22,473.

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

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 filed on January 15, 2021 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.

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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.

The Company is currently looking into raising funds to progress its R&D pipeline.

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.

The Company has determined that it was not subject to any new accounting pronouncements that became effective during the six months ended March 31, 2021.

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 March 31, 2021, had a working capital deficit of $2,803,204, a net loss for the six months ended March 31, 2021 of $438,222 and net cash used in operating activities of $172,037 for the six months ended March 31, 2021.

12

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.

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 six months ended March 31, 2021 and 2020

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

	For the Six Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Revenue	$	—		$	—
Cost of revenue		—			—
Gross profit		—			—
Operating expenses:
Research and Development		44,739			55,353
General and administrative		185,343			238,451
Consultancy fees		7,500			39,997
Legal and professional fees		10,982			(2,940	)
Total operating expenses		248,563			330,861
Loss from operations		(248,563	)		(330,861	)
Other expense:
					—
Accretion of debt discount		(27,273	)		—
Beneficial conversion feature on convertible notes		(123,718	)		—
Interest expense		(38,716	)		—
Foreign currency transaction gain		48			—
Other expense		(189,659	)		(18,154	)
Net loss	$	(438,222	)	$	(349,015	)

Revenues

There were no revenues for the six months ended March 31, 2021 and 2020 because the Company does not have any commercial biopharmaceutical products.

13

Operating Expenses

Operating expenses consisting of, research and development costs, consultancy fees, legal and professional fees and general and administrative expenses for the six months ended March 31, 2021 decreased to $248,563 from $330,861 for the six months ended March 31, 2020, a decrease of $82,298 The decrease is primarily attributable to a reduction in the share based payments charge due to the more options having reached the end of their vesting period (approximately $54,000) and a reduction in consulting fees (approximately $30,000).

Other expense

During the six months ended March 31, 2021, other expense increased to approximately $190,000 from $18,000 in the prior year. This is due to the additional interest accrued on the convertible debt of $34,000, additional interest accrued on a relate party loan of $5,000, a charge recognized for the beneficial conversion feature of $124,000 and the accretion of debt discount of $27,000.

Net Loss

Net loss for the six months ended March 31, 2021 increased to $438,222 from $349,015 for the six months ended March 31, 2020, an increase of $89,207.

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 November 12, 2019, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $57,500 with a maturity date of November 12, 2020. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.65 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest. 

On February 07, 2020, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $31,000 with a maturity date of February 07, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.20 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest. 

14

On March 20, 2020, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $20,000 with a maturity date of March 20, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.20 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest. 

On September 22, 2020, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $35,000 with a maturity date of September 22, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.20 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest. 

On October 21, 2020, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $40,000 with a maturity date of October 21, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.05 per share or (ii) the price of the next financing during the 180 days after the date of the Note. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest. 

All notes contain an anti-dilution provision, which adjusts the conversion price in the event of an issuance by us of common stock below the then effective conversion price. All of these notes were amended and restated in February 2021. The maturity date of the notes were extended to December 31, 20201 and the conversion price amended to the lower of (i) $0.01 per share or (ii) t the price of the next equity financing, which raises at least US$1,000,000.

On January 14, 2021, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $60,000 with a maturity date of December 31, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.01 per share or (ii) t the price of the next equity financing, which raises at least US$1,000,000. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest.

On February 10, 2021, we issued a 12% convertible promissory note (the “Note”) to an investor, in the principal amount of $90,000 with a maturity date of December 31, 2021. The Note was convertible by the holder at any time into shares of our common stock at a conversion price equal to the lower of (i) $0.01 per share or (ii) t the price of the next equity financing, which raises at least US$1,000,000. If the holder has not converted the Note into common stock by the maturity date, we must repay the outstanding principal amount plus accrued interest.

On April 16, 2020, we entered into an asset purchase agreement with Tiziana pursuant to which we agreed to sell all of the intellectual property relating to a nanoparticle-based formulation of Act D to Tiziana in exchange for an upfront payment of $120,000 and milestone payments of up to an aggregate $630,000.

Capital Resources

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

	March 31, 2021 (Unaudited)			September 30, 2020			Change
Current assets	$	93,607		$	32,630		$	(60,977	)
Current liabilities		2,899,881			2,707,632			1,980,029
Working capital deficit	$	(2,803,204	)	$	(2,675,002	)	$	1,919,052

We had a cash balance of $32,204 and $14,241 at March 31, 2021 and September 30, 2020, respectively. 

15

Liquidity

The following table sets forth a summary of our cash flows for the periods indicated:

	For the six months ended March 31,
	2021			2020			Increase/ (Decrease)
Net cash used in operating activities	$	(172,037	)	$	(217,623	)	$	45,586
Net cash used in investing activities	$	—		$	—		$	—
Net cash provided by financing activities	$	190,000		$	173,500		$	16,500

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 $172,037 for the six months ended March 31, 2021 compared to $217,623 for the six months ended March 31, 2020.  The net loss of $438,222 for the six months ended March 31, 2021 was partially offset primarily by non-cash share-based compensation of $35,988, interest accrued on the Convertible Loan Notes and the loan from Tiziana of $36,197, other expenses related to the convertible notes of $150,991 and changes in operating assets and liabilities of $42,696 The net loss of $349,015 for the six months ended March 31, 2020 was partially offset primarily by non-cash share based compensation of $89,681, interest accrued on the Convertible Loan Notes of $18,154 and changes in operating assets and liabilities of $22,740

Net Cash Provided by Financing Activities

Net cash provided by financing activities consists of proceeds from the issuance of convertible notes of $190,000 for the six months ended March 31, 2020 compared to proceeds from the issuance of a convertible note of $173,500 and a related party loan payable of $65,000 for the six months ended March 31, 2020.

16

ITEM 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

As of the end of the period covered by this Report, the Company’s Chief Executive Officer, evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation,  the Chief Executive officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

17

PART II – OTHER INFORMATION

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in our Annual Report on Form 10-K as of and for the year ended September 30, 2020, filed with the SEC on February 15, 2021. 

ITEM 6. EXHIBITS

31.1	Certification of Principal Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
101.INS	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	XBRL Taxonomy Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase

18

Signatures

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

	Rasna Therapeutics, Inc.
June 2, 2021	By:	/s/ Keeren Shah
		Name:	Keeren Shah
		Title:	Finance Director, (Principal Executive Officer and Principal Financial and Accounting Officer)

19

EX-31.1

Exhibit 31.1

CERTIFICATION BY PRINCIPAL EXECUTIVE OFFICER AND
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

I, Keeren Shah, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Rasna Therapeutics, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c.	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Dated: June 2, 2021

/s/ Keeren Shah
Name:	Keeren Shah
Title:	Principal Executive Officer and Principal Financial and Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Rasna Therapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Keeren Shah, Finance Director of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Dated: June 2, 2021

/s/ Keeren Shah
Name:	Keeren Shah
Title:	Principal Executive Officer and Principal Financial Officer

XML

Document And Entity Information - shares	6 Months Ended
	Mar. 31, 2021	May 28, 2021
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		68,908,003
Amendment Flag	false
Entity Central Index Key	0001582249
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Shell Company	false
Entity Ex Transition Period	true
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

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2021	Sep. 30, 2020
Current assets:
Cash	$ 32,204	$ 14,241
Prepaid expenses	61,403	17,641
Related party receivable		748
Total current assets	93,607	32,630
Property and equipment, net		314
Total non-current assets		314
Total assets	93,607	32,944
Current liabilities:
Accounts payable and accrued expenses	1,718,476	1,635,788
Related party payables	553,021	550,000
Loan payable and accrued interest, related party	77,760	74,880
Convertible notes payable, net - related party	167,433	90,262
Convertible notes payable, net	380,121	356,702
Total current liabilities	2,896,811	2,707,632
Total liabilities	2,896,811	2,707,632
Commitments and contingencies
Shareholders’ equity
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	20,224,590	19,914,884
Accumulated deficit	(23,096,703)	(22,658,481)
Total shareholders' deficit	(2,803,204)	(2,674,688)
Total liabilities and shareholders’ deficit	$ 93,607	$ 32,944

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2021	Sep. 30, 2020
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

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Income Statement [Abstract]
Revenue
Cost of revenue
Gross profit
Operating expenses:
General and administrative	77,556	136,416	203,824	275,508
Research and development	16,067	45,164	44,739	55,353
Total operating expenses	93,623	181,580	248,563	330,861
Loss from operations	(93,623)	(181,580)	(248,563)	(330,861)
Other income/(expense):
Accretion of debt discount	(27,273)		(27,273)
Beneficial conversion feature on convertible notes	(123,718)		(123,718)
Interest expense	(21,640)	(9,393)	(38,716)	(18,154)
Foreign currency transaction (loss)/gain	(107)		48
Total other income/(expense)	(172,738)	(9,393)	(189,659)	(18,154)
Loss from operations before income taxes	(266,361)	(190,973)	(438,222)	(349,015)
Income tax provision
Net loss	$ (266,361)	$ (190,973)	$ (438,222)	$ (349,015)
Basic and diluted net loss per share attributable to common shareholders (in Dollars per share)	$ 0.00	$ 0.00	$ 0.00	$ (0.01)
Basic and diluted weighted average common shares outstanding (in Shares)	68,908,003	68,908,003	68,908,003	68,908,003

XML

Condensed Consolidated Statements of Changes In Shareholders’ Equity/Deficit (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance at Sep. 30, 2019	$ 68,909	$ 19,780,252	$ (17,311,809)	$ 2,537,352
Beginning Balance (in Shares) at Sep. 30, 2019	68,908,003
Share based compensation		89,681		89,681
Net loss			(349,015)	(349,015)
Ending Balance at Mar. 31, 2020	$ 68,909	19,869,933	(17,660,824)	2,278,018
Ending Balance (in Shares) at Mar. 31, 2020	68,908,003
Beginning Balance at Dec. 31, 2019	$ 68,909	19,827,425	(17,469,851)	2,426,483
Beginning Balance (in Shares) at Dec. 31, 2019	68,908,003
Share based compensation		42,508		42,508
Net loss			(190,973)	(190,973)
Ending Balance at Mar. 31, 2020	$ 68,909	19,869,933	(17,660,824)	2,278,018
Ending Balance (in Shares) at Mar. 31, 2020	68,908,003
Beginning Balance at Sep. 30, 2020	$ 68,909	19,914,884	(22,658,481)	(2,674,688)
Beginning Balance (in Shares) at Sep. 30, 2020	68,908,003
Share based compensation		35,988		35,988
Beneficial conversion feature related to convertible notes		273,718		273,718
Net loss			(438,222)	(438,222)
Ending Balance at Mar. 31, 2021	$ 68,909	20,224,590	(23,096,703)	(2,803,204)
Ending Balance (in Shares) at Mar. 31, 2021	68,908,003
Beginning Balance at Dec. 31, 2020	$ 68,909	19,933,076	(22,830,343)	(2,828,358)
Beginning Balance (in Shares) at Dec. 31, 2020	68,908,003
Share based compensation		17,796		17,796
Beneficial conversion feature related to convertible notes		273,718		273,718
Net loss			(266,361)	(266,361)
Ending Balance at Mar. 31, 2021	$ 68,909	$ 20,224,590	$ (23,096,703)	$ (2,803,204)
Ending Balance (in Shares) at Mar. 31, 2021	68,908,003

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (438,222)	$ (349,015)
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation	35,988	89,681
Depreciation	314	817
Fee for convertible loan note to be settled in equity	123,718
Accretion of debt discount	27,273
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	105,613	83,266
Related party payable	16,293
Prepayments and other receivables	(43,762)	(45,747)
Related party receivable	748	3,375
Net cash used in operating activities	(172,037)	(217,623)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of loan payable - related party		65,000
Proceeds from issuance of convertible note payable	190,000	108,500
Net cash provided by financing activities	190,000	173,500
Effect of foreign exchange rate
Net change in cash	17,963	(44,123)
Cash, beginning of period	14,241	50,068
Cash, end of period	$ 32,204	$ 5,945

XML

General Information

6 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

GENERAL INFORMATION

1.  GENERAL INFORMATION

Rasna Therapeutics, Inc. (“Rasna DE”, “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. See Note 2, foreign currency policy. 

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.

XML

Accounting Policies

6 Months Ended

Mar. 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.

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, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on January 15, 2021. 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 six months ended March 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2021. 

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE’s subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminates 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.

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported 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: 

	March 31, 2021		March 31, 2020
Stock options		3,648,675		3,948,675
Warrants		1,926,501		1,926,501
Convertible notes & associated fees		70,150,898		564,615
Total shares issuable upon exercise or conversion		75,726,074		6,439,791

The following is the computation of net loss per share for the following periods:

	For the Three Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(266,361	)	$	(190,973	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)

	For the Six Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(438,222	)	$	(349,015	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)

The Company has determined that all other 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.

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Liquidity and Going Concern

6 Months Ended

Mar. 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 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.

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Share-Based Compensation

6 Months Ended

Mar. 31, 2021

Share-based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION

4.  SHARE-BASED COMPENSATION

For the three and six months ended March 31, 2021 $17,796 and $35,988 respectively, 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. 

For the three and six months ended March 31, 2020 $42,508 and $89,691 respectively, 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. 

As of March 31, 2021 there was $6,686 of total unrecognized compensation cost related to stock options. The cost is expected to be recognized over a weighted average period of 0.85 years.

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Convertible Notes

6 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

CONVERTIBLE NOTES

5.  CONVERTIBLE NOTES

The table below summarizes outstanding convertible notes as of March 31, 2021 and September 30, 2020: 

Convertible Notes Payable:	March 31, 2021			September 30, 2020
Principal value of Non-Related Party Notes		292,500			292,500
Interest accrued		87,621			64,202
Carrying Value of Note		380,121			356,702
Principal value of Related Party Notes		276,000			86,000
Interest accrued		14,160			4,262
Beneficial conversion feature of new notes		(122,727	)		-
Carrying Value of Note		167,433			90,262
Total carrying value of convertible notes payable		547,554			446,964

All notes accrue interest at 12% per annum and are due on December 31, 2021. 

On February 3, 2021, all previously outstanding notes were reissued with amended expiry and conversion terms. The amended terms are as follows:

1. Conversion

The amended Notes provide the Holders 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.

2. Expiry of the notes was amended to December 31, 2021.

The fair value of the amended notes was calculated as the principal plus interest.

The original notes were deemed to be extinguished, and a loss on extinguishment of $nil was recorded.

On January 14, 2021, the Company entered into a 12% Convertible Promissory Note 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 $60,000 in cash. The Company promised to pay the principal amount, together with guaranteed interest at the annual rate of 12%, with principal and accrued interest on the Note due and payable on December 21, 2021 (unless converted under terms and provisions as set forth within the Agreement). 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 February 10, 2021, the Company entered into a 12% Convertible Promissory Note 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 $90,000 in cash. All other terms were the same as the note before.

Upon issuance of these notes, the Company recognized a debt discount of approximately $150,000, resulting from the recognition of a beneficial conversion feature (BCF). This BCF will be amortized on a straight line basis over the term of the note due to its short life.

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Related Party Transactions

6 Months Ended

Mar. 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 March 31, 2021 and March 31, 2020 Eurema Consulting did not supply the Company with consulting services. As of March 31, 2021, and September 30, 2020, the balance due to Eurema Consulting S.r.l. was $200,000 for past consultancy services.

Gabriele Cerrone

Gabriele Cerrone is the majority shareholder of Panetta Partners, one of the Company’s principal shareholders. As of March 31, 2021, and September 30, 2020, 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, 2021. In February 2021, Gabriele Cerrone assigned the Note to Panetta Partners Ltd.

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 March 31, 2021 and March 31, 2020 Roberto Pellicciari did not supply the Company with consulting services. As of March 31, 2021, and September 30, 2020, the balance due to Roberto Pellicciari was $175,000 for past consultancy services. At March 31, 2021 and September 30, 2020, TES Pharma was owed $75,000. 

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.

As of March 31, 2021, $3,021 was due to Tiziana under services charged under the shared services agreement. This is recorded as a related party payable in the accompanying condensed consolidated balance sheets. As of September 30, 2020, the Company made payments on behalf of Tiziana of $748, which are recorded as a related party receivable in the accompanying condensed consolidated balance sheets. 

On March 31, 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 March 31, 2021, the amounts due to Tiziana under this loan facility were $77,760.

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.

In February 2020, September 2020 and October 2020 the Company entered into 12% Convertible Promissory Notes with Panetta Partners for $31,000, $35,000 and $40,000 with extended maturity dates of December 31, 2021. The amount due for these notes at March 31, 2021, with respect to the principal and accrued interest is $35,278 $37,205 and $42,133 respectively.

In February 2021, Gabriele Cerrone, a major shareholder of Panetta Partners Ltd, assigned a 12% Convertible Promissory Note that he entered into in February 2020 to Panetta Partners Ltd. The amount due for this note at March 31, 2021, with respect to the principal and accrued interest is $22,473.

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Accounting Policies, by Policy (Policies)

6 Months Ended

Mar. 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, 2020 and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on January 15, 2021. 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 six months ended March 31, 2021 may not be indicative of the results that may be expected for the year ending September 30, 2021. 

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the financial statements of the Company and its wholly owned subsidiary, Rasna DE, and Rasna DE’s subsidiary, Arna Therapeutics Limited. All significant intercompany accounts and transactions have been eliminates 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.

Reclassifications

Reclassifications

Certain amounts in the prior period financial statements have been reclassified to conform to current period presentation. These reclassifications had no effect on the reported 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: 

	March 31, 2021		March 31, 2020
Stock options		3,648,675		3,948,675
Warrants		1,926,501		1,926,501
Convertible notes & associated fees		70,150,898		564,615
Total shares issuable upon exercise or conversion		75,726,074		6,439,791

The following is the computation of net loss per share for the following periods:

	For the Three Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(266,361	)	$	(190,973	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)

	For the Six Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(438,222	)	$	(349,015	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)

The Company has determined that all other 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.

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Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2021

Accounting Policies [Abstract]

Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants

	March 31, 2021		March 31, 2020
Stock options		3,648,675		3,948,675
Warrants		1,926,501		1,926,501
Convertible notes & associated fees		70,150,898		564,615
Total shares issuable upon exercise or conversion		75,726,074		6,439,791

Schedule of net loss per share

	For the Three Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(266,361	)	$	(190,973	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.00	)

	For the Six Months Ended March 31,
	2021			2020
	(Unaudited)			(Unaudited)
Net loss for the period	$	(438,222	)	$	(349,015	)
Weighted average number of shares		68,908,003			68,908,003
Net loss per share (basic and diluted)	$	(0.00	)	$	(0.01	)

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Convertible Notes (Tables)

6 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Schedule of convertible notes

Convertible Notes Payable:	March 31, 2021			September 30, 2020
Principal value of Non-Related Party Notes		292,500			292,500
Interest accrued		87,621			64,202
Carrying Value of Note		380,121			356,702
Principal value of Related Party Notes		276,000			86,000
Interest accrued		14,160			4,262
Beneficial conversion feature of new notes		(122,727	)		-
Carrying Value of Note		167,433			90,262
Total carrying value of convertible notes payable		547,554			446,964

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Accounting Policies (Details) - Schedule of potential common shares issuable upon the exercise of outstanding options and the exercise of warrants - shares	6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares issuable upon exercise or conversion	75,726,074	6,439,791
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	3,948,675
Convertible Notes & Associated Fees [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total shares issuable upon exercise or conversion	70,150,898	564,615

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Accounting Policies (Details) - Schedule of net loss per share - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Schedule of net loss per share [Abstract]
Net loss for the period	$ (266,361)	$ (190,973)	$ (438,222)	$ (349,015)
Weighted average number of shares	68,908,003	68,908,003	68,908,003	68,908,003
Net loss per share (basic and diluted)	$ 0.00	$ 0.00	$ 0.00	$ (0.01)

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Share-Based Compensation (Details) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Share based compensation	$ 17,796	$ 42,508	$ 35,988	$ 89,691
Total unrecognized compensation cost related to stock options	$ 6,686		$ 6,686
Weighted average period to costs are expected to be recognized over			10 months 6 days

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Convertible Notes (Details) - USD ($)			6 Months Ended
	Feb. 10, 2021	Jan. 14, 2021	Mar. 31, 2021	Dec. 31, 2021
Convertible Notes (Details) [Line Items]
Conversion, description			The amended Notes provide the Holders 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.
Loss on extinguishment
Convertible Promissory Note [Member]
Convertible Notes (Details) [Line Items]
Interest rate	12.00%	12.00%
Cash received from the Holder		$ 60,000
Maturity date		Dec. 21, 2021
Debt discount			$ 150,000
Convertible Promissory Note [Member] | Note Due On December 21, 2021 [Member]
Convertible Notes (Details) [Line Items]
Interest rate		12.00%
Debt discount		$ 0.01
Convertible Fourth Note [Member]
Convertible Notes (Details) [Line Items]
Cash received from the Holder	$ 90,000
Price of equity financing		$ 1,000,000
Subsequent Event [Member]
Convertible Notes (Details) [Line Items]
Interest rate				12.00%

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Convertible Notes (Details) - Schedule of convertible notes - USD ($)	6 Months Ended
	Mar. 31, 2021	Sep. 30, 2020
Convertible Notes (Details) - Schedule of convertible notes [Line Items]
Beneficial conversion feature of new notes	$ (122,727)
Total carrying value of convertible notes payable	547,554	$ 446,964
Note issued on August 8, 2018 [Member]
Convertible Notes (Details) - Schedule of convertible notes [Line Items]
Principal value of Non-Related Party Notes	292,500	292,500
Interest accrued	87,621	64,202
Carrying Value of Note	380,121	356,702
Note issued on October 19, 2018 [Member]
Convertible Notes (Details) - Schedule of convertible notes [Line Items]
Interest accrued	14,160	4,262
Carrying Value of Note	167,433	90,262
Principal value of Related Party Notes	$ 276,000	$ 86,000

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Related Party Transactions (Details) - USD ($)	1 Months Ended	6 Months Ended
	Sep. 30, 2020	Mar. 31, 2021	Feb. 28, 2021	Oct. 31, 2020	Apr. 30, 2020	Mar. 31, 2020	Feb. 29, 2020
Related Party Transactions (Details) [Line Items]
Balance due to Eurema consulting services	$ 200,000
Balance due to related party	550,000	$ 553,021			$ 7,000
Interest charge			12.00%
Related party receivable	748
Loan facility amount					$ 72,000
Accrued interest		22,473
Eurema Consulting S.r.l. [Member]
Related Party Transactions (Details) [Line Items]
Balance due to Eurema consulting services		200,000
Gabriele Cerrone [Member]
Related Party Transactions (Details) [Line Items]
Balance due to related party	175,000	175,000
Interest charge						12.00%
Related party receivable						$ 20,000
Roberto Pellicciari and TES Pharma [Member]
Related Party Transactions (Details) [Line Items]
Balance due to related party	175,000	175,000
Company owed	75,000	75,000
Tiziana Life Sciences PLC [Member]
Related Party Transactions (Details) [Line Items]
Interest charge						8.00%
Related party receivable	$ 748
Service charges		3,021
Principal amount						$ 65,000
Loan facility amount		77,760
Panetta Partners [Member]
Related Party Transactions (Details) [Line Items]
Interest charge	12.00%			12.00%			12.00%
Related party receivable	$ 35,000			$ 40,000			$ 31,000
Principal amount	$ 37,205	35,278
Principal accured interest		$ 42,133