S-1/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Amendment 1 to

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NASCENT BIOTECH INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

2834

(Primary Standard Industrial Classification Code Number)

46-5001940

(I.R.S. Employer Identification Number)

6330 Nancy Ridge Drive Suite 105

San Diego, CA 92121

(612) 961-5656

(Address and telephone number of registrant’s principal

executive offices and principal place of business)

Corporate Administrative Services, Inc.

1955 Baring Blvd.

Sparks NV 89434

(775) 358-1412

(Name, address and telephone number of agent for service)

Communication Copies to:

Poole Shaffery & Koegle, LLP

Claudia J. McDowell, Esq.

25350 Magic Mountain Parkway Suite 250

Santa Clarita, California 91355

(661) 290-2991

From time to time after the effective date of this Registration Statement

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 424, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount Registered (1)			Proposed Maximum Offering Price Per Share (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share, issuable upon conversion of Series A Convertible Preferred Shares (as defined below)		26,300,000	(3)	$	0.10	$	2,630,000	$	272.75
Common Stock, $0.001 par value per share, issuable upon exercise of the Warrants (as defined below)		3,700,000	(4)	$	0.15	$	555,000.00	$	60.55
Total				$	0.11	$	3,055,000.00	$	333.30

__________

(1)	All shares registered pursuant to this registration statement are to be offered by the Selling Security Holders. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers such indeterminate number of additional shares of the registrant’s Common Stock, $0.001 par value per share, issued to prevent dilution resulting from stock splits, stock dividends or similar events.
(2)	Estimated solely for purposes of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act based on the average of the high and low sales prices of the registrant’s Common Stock on the OTCQB Market on, which date is within five (5) business days of the filing of this registration statement.
(3)	Represents shares of the registrant’s Common Stock issuable upon conversion of Series A Preferred Convertible Shares. Such shares will be issued to the Selling Security Holders named in this registration statement upon purchase.
(4)	Represents shares of the registrant’s Common Stock issuable upon exercise of Common Stock Purchase Warrants. Such shares will be issued to the Warrant holders named in this registration statement upon exercise of the Warrants.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(A) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said section 8(A), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED DECEMBER 18, 2020

NASCENT BIOTECH INC.

___________ Shares of Common Stock

This prospectus relates to the conversion and resale of up to: (i) 30,000,000 shares of our common stock, par value $0.001 per share (the “Common Stock”) issuable to certain selling shareholders (the “Selling Security Shareholders”) upon conversion of previously issued shares of our Series A Preferred Convertible Shares (“Series A Shares”); and (ii) 3,700,000 shares of Common Stock underlying that certain common stock purchase warrants (the “Warrants”) issued to the Selling Security Holders which the Selling Security Holders may exercise at $0.15 per warrant exercised.

We will not receive any of the proceeds from the sale of the Common Stock by the Selling Security Holders; however, we will receive the proceeds from any warrants exercised as described herein.

The Selling Security Holders identified in this prospectus may offer the shares of Common Stock from time to time through public or private transactions at prevailing market prices or at privately negotiated prices. The Selling Security Holders can offer all, some or none of their shares of Common Stock, thus we have no way of determining the number of shares of Common Stock they will hold after this offering. See “Plan of Distribution.”

Our Common Stock is currently quoted on the OTCQB under the symbol “NBIO”. On December 15, 2020, the last reported sale price of our Common Stock on the OTCQB was $0.06.

The Selling Security Holders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements for this and future filings.

Investing in our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 9 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is __

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TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	5
PROSPECTUS SUMMARY	5
THE OFFERING	6
SUMMARY FINANCIAL DATA	7
RISK FACTORS	9
CAUTIONARY NOTE REGARDING FORWARD LOOKING-STATEMENTS	14
PRIVATE PLACEMENT	15
USE OF PROCEEDS	15
SELLING SECURITY HOLDER	16
MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS	17
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	18
BUSINESS	24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	36
EXECUTIVE COMPENSATION	38
DIRECTOR COMPENSATION	41
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	41
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	42
DESCRIPTION OF SECURITIES	45
PLAN OF DISTRIBUTION	47
SHARES ELIGIBLE FOR FUTURE SALE	49
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	49
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT	49
LEGAL MATTERS	49
EXPERTS	49
WHERE YOU CAN FIND MORE INFORMATION	50
INCORPORATION BY REFERENCE
INDEX TO FINANCIAL STATEMENTS	F-1

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

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ABOUT THIS PROSPECTUS

The registration statement of which this prospectus forms a part that we have filed with the Securities and Exchange Commission, or SEC, includes exhibits that provide more detail of the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with the SEC, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation by Reference” before making your investment decision.

You should rely only on the information provided in this prospectus or in any prospectus supplement or any free writing prospectuses or amendments thereto. Neither we, nor the Selling Security Holders, have authorized anyone else to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus is accurate only as of the date hereof. Our business, financial condition, results of operations and prospects may have changed since that date.

Neither we, nor the Selling Security Holders, are offering to sell or seeking offers to purchase these securities in any jurisdiction where the offer or sale is not permitted. Neither we, nor the Selling Security Holders, have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities as to distribution of the prospectus outside of the United States.

Information contained in, and that can be accessed through, our web site, www.nascentbiotech.com, does not constitute part of this prospectus.

This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge). Management’s knowledge of such industries has been developed through its experience and participation in these industries. While our management believes the third-party sources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources. Internally prepared and third-party market forecasts in particular are estimates only and may be inaccurate, especially over long periods of time. In addition, the underwriters have not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management. Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article. The information in any such publication, report, survey or article is not incorporated by reference in this prospectus.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus; it does not contain all the information you should consider before investing in our Common Stock. You should read the entire prospectus before making an investment decision. Throughout this prospectus, the terms the “Company”, “Nascent”, “we,” “us,” “our,” and “our company” refer to Nascent Biotech Inc., a Nevada corporation.

Company Overview

NASCENT BIOTECH INC., a Nevada corporation (“Nascent” or the “Company”), is actively developing its primary asset, Pritumumab, for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common molecular target. Pritumumab has shown to have positive therapeutic effect at low doses in previous clinical studies in Japan.

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Where You Can Find Us

Our executive offices are located at 6330 Nancy Ridge Drive, Suite 105, San Diego, California 92121, and our telephone number is (612) 961-5656. Our website address is www.nascentbiotech.com. Information contained on our website does not form part of this prospectus and is intended for informational purposes only.

Current Business

We are a clinical-stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. We focus on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. We currently own a drug candidate, Pritumumab, which we are developing.

Recent Developments

Om August 7, 2019, Nascent Biotech Inc. (the “Company”) entered into a clinical trial agreement with Hoag Memorial Hospital (“Hoag”) for the Company to conduct a clinical trial of its drug, Pritumumab, at Hoag. The Company anticipates commencing the clinical trial before the end of this year or by the first quarter 2020.

THE OFFERING

Common Stock to be offered by the Selling Security Holders	30,000,000 shares of Common Stock consisting of:
	·	26,300,000 shares of Common Stock, issuable upon conversion of the Series A Preferred Convertible Shares;
	·	3,700,000 shares of Common Stock, issuable upon exercise of the Warrants;
Common Stock outstanding before the offering	86,168,411 shares of Common Stock.
Common Stock to be outstanding after giving effect to the issuance of 26,300,000 shares of Common Stock	112,468,411 shares of Common Stock
Use of Proceeds	We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holders. We may receive proceeds in the event any of the Warrants are exercised. See “Use of Proceeds.”
Risk Factors	The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 9.
Trading Symbol	The Company’s Common Stock is quoted on the OTC Markets QB Market quotation service platform under the symbol “NBIO”.

The number of shares of Common Stock outstanding is based on an aggregate of 86,168,411 shares outstanding as of December 18, 2020 and excludes the shares of Common Stock issuable upon conversion of the Series A Shares and the shares of Common Stock issuable upon exercise of the Warrants.

For a more detailed description of the Series A Shares and the Warrants, see “Private Placement”.

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SUMMARY FINANCIAL DATA

Statement of Operations Data:

	Six Months ended September 30,						Years Ended March 31,
	2020			2019			2020			2019
Operating expenses:
Consulting expense	$	720,735		$	313,040		$	2,832,672		$	--
General and administrative expense		168,171			160,578			320,930			1,114,942
Research and development		223,445			127,653			293,709			254,006
Income (loss) from operations		(1,112,351	)		(601,271	)		(3,447,311	)		(1,368,948	)
Other income (expense):
Interest income		3			6			6			41
Financing cost		(3,000	)		--						--
Interest expense		(146,946	)		(4,323	)		(86,632	)		--
Gain (loss) on change in fair value of derivative liabilities		640,030			--			(470,216	)		--
Total other expense		490,087			(4,317	)		(556,848	)		41
Net income (loss) before income tax		(622,265	)		(605,594	)		(4,004,153	)		(1,368,907	)
Income tax		--			--			--			-
Net income (loss)	$	(622,265	)	$	(605,594	)	$	(4,004,153	)	$	(1,368,907	)
Net income (loss) per share, basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.12	)	$	(0.05	)
Weighted average number of shares outstanding, basic and diluted		57,531,414			33,176,663			34,392,716			30,090,416

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Balance Sheet Data:

	September 30,			March 31,
	2020			2020			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	99,198		$	3,218		$	131,472
Total current assets		99,198			3,218			131,472
Total assets	$	99,198		$	3,218		$	131,472
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expense	$	715,154		$	852,664		$	525,636
Convertible note- net of discount		11,250			88,815			--
Derivative liability		13,806			603,836			--
Note payable		--			50,000			--
Due related parties		170,000			1,283,607			88,000
Total current liabilities		910,210			2,878,922			613,636
Total liabilities		910,210			2,878,922			613,636
Commitments and Contingencies		--			--			--
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 authorized, 60,000 Series A and zero issued and outstanding, respectively		--			60			--
Common stock, $0.001 par value, 100,000,000 authorized, 67,180,691, 44,890,262 and 32,646,635 issued and outstanding, respectively		67,181			44,890			32,647
Additional paid-in capital		16,580,981			13,916,995			12,318,685
Accumulated deficit		(17,459,914	)		(16,837,649	)		(12,833,496	)
Total stockholders’ equity (deficit)		811,012	)		(2,875,704	)		(482,164	)
Total liabilities and stockholders’ equity	$	99,198		$	3,218		$	131,472

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RISK FACTORS

An investment our Common Stock is highly speculative and involves a high degree of risk. The risk factors described below summarize some of the material risks inherent in an investment in us. These risk factors are not presented in any particular order of significance. Each prospective investor should carefully consider the following risk factors inherent in and affecting our business and the Offering before making an investment decision. You should also refer to the other information set forth in this prospectus and to the risk factors in our SEC filings.

The occurrence of an uncontrollable event such as the COVID-19 pandemic may negatively affect our operations. A pandemic typically results in social distancing, travel bans, and quarantine. This may limit access to our, suppliers, management, support staff and professional advisors. Although the Company’s operations are virtual, we depend on numerous third party consultants and contract suppliers so we cannot measure the impact on our operations or financial condition at this point in time.

Risks Related to Our Business and Industry

We currently have no product revenues and no products approved for marketing and will need to raise additional capital to operate our business.

To date, we have generated no product revenues. Until, and unless, we receive approval from the U.S. Food and Drug Administration, or FDA, and other regulatory authorities overseas for one or more of our drug candidates, we cannot market or sell our products and will not have product revenues. Currently, our only drug candidate is Pritumumab, and this product is not approved by the FDA for sale in the United States or by other regulatory authorities for sale outside the United States. We have not begun any clinical trial for Pritumumab.

Moreover, each of these drug indications except brain cancer will require time and capital before we can even apply for an IND for approval from the FDA or commence clinical trials. Therefore, for the foreseeable future, we do not expect to achieve any product revenues and will have to fund all of our operations and capital expenditures from cash on hand, licensing fees and grants, and potentially, future offerings. We will need to seek additional sources of financing, which may not be available on favorable terms, if at all. If we do not succeed in timely raising additional funds on acceptable terms, we may be unable to complete planned pre-clinical and clinical trials or obtain approval of any drug candidates from the FDA and other regulatory authorities. In addition, we could be forced to discontinue product development and forego attractive business opportunities. Any additional sources of financing will likely involve the issuance of additional equity securities, which will have a dilutive effect on our stockholders.

We intend to use the services of outside service providers to conduct our clinical trials and manufacture our products. We have not entered into any agreements with any outside service providers to provide these services to us and there can be no assurance as to what it may cost the Company to secure these outside services.

Development, Regulatory Approval and Marketing of Products

The outcome of the lengthy and complex process of identifying new compounds and developing new products is inherently uncertain and involves a high degree of risk and cost. Drug discovery and development is time-consuming, expensive and unpredictable. The process from early discovery or design to development to regulatory approval can take many years. Drug candidates can fail at any stage of the process, including as the result of unfavorable clinical trial results. There can be no assurance regarding our ability to meet anticipated clinical trial commencement and completion dates, regulatory submission dates, and launch dates for product candidates, or as to whether or when we will receive regulatory approval for new products or for new indications or dosage forms for existing products. Decisions by regulatory authorities regarding labeling, ingredients and other matters could adversely affect the availability or commercial potential of our products, and there is no assurance that any of our proposed products will receive regulatory approval and/or be commercially successful.

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Post-Approval Data

As a condition to granting marketing approval of a product, the FDA may require a company to conduct additional clinical trials. The results generated in these Phase IV trials could result in loss of marketing approval, changes in product labeling, and/or new or increased concerns about the side effects or efficacy of a product. The Food and Drug Administration Amendments Act of 2007 (the FDAAA) gave the FDA enhanced post-market authority, including the explicit authority to require post-market studies and clinical trials, labeling changes based on new safety information, and compliance with FDA-approved risk evaluation and mitigation strategies. The FDA’s exercise of its authority under the FDAAA has in some cases resulted, and in the future, could result, in delays or increased costs during product development, clinical trials and regulatory review, increased costs to comply with additional post-approval regulatory requirements and potential restrictions on sales of approved products. Non-U.S. regulatory agencies often have similar authority and may impose comparable costs. Post-marketing studies, whether conducted by us or by others and whether mandated by regulatory agencies or voluntary, and other emerging data about marketed products, such as adverse event reports, may also adversely affect sales of our products. Further, the discovery of significant problems with a product similar to one of our products that implicate (or are perceived to implicate) an entire class of products could have an adverse effect on sales of the affected products. Accordingly, new data about our proposed products, or products similar to our proposed products, could negatively impact demand for these products due to real or perceived side effects or uncertainty regarding efficacy and, in some cases, could result in updated labeling, restrictions on use, product withdrawal or recall. Furthermore, new data and information, including information about product misuse, may lead government agencies, professional societies, practice management groups or organizations involved with various diseases to publish guidelines or recommendations related to the use of these products or the use of related therapies or place restrictions on sales. Such guidelines or recommendations may lead to lower sales of these products if and when they reach the market.

The expiration or loss of patent protection may affect future revenues and operating income.

The Company’s proposed products may rely on patent and trademark and other intellectual property protection. To the extent any of the Company’s intellectual property are successfully challenged, invalidated, or circumvented or to the extent it does not allow the Company to compete effectively, our business may suffer.

On October 12, 2017, the Company signed a consulting agreement with the former license holder. Under the terms of the agreement the Company, commencing February 1, 2018 and after the completion of the present agreement, will pay the consultant $1,000 per month for 24 months. In addition, the Company will pay the consultant an additional $24,000 during the term of the agreement at the Company’s discretion. In return, the consultant forgave all royalty payments per the previous agreement dated September 21, 2015, plus provides consulting services to the Company as directed by the Company.

Competitors’ intellectual property may prevent the Company from selling its proposed products or have a material adverse effect on the Company’s future profitability and financial condition.

Competitors may claim that our product infringes upon their intellectual property. Resolving an intellectual property infringement claim can be costly and time consuming and may require the Company to enter into license agreements. The Company cannot guarantee that it would be able to obtain license agreements on commercially reasonable terms. A successful claim of patent or other intellectual property infringement could subject the Company to significant damages or an injunction preventing the manufacture, sale or use of affected products. Any of these events could have a material adverse effect on our profitability and financial condition.

The Company research and development efforts may not succeed in developing commercially successful products and technologies, which may cause revenue and profitability to decline.

The Company is committing substantial efforts, funds, and other resources to research and development of its proposed products. A high rate of failure is inherent in the research and development of new products and technologies. The Company will be required to make ongoing substantial expenditures without any assurance that its efforts will be commercially successful. Failure can occur at any point in the process, including after significant funds have been invested.

Promising new product candidates may fail to reach the market or may only have limited commercial success because of efficacy or safety concerns, failure to achieve positive clinical outcomes, inability to obtain necessary regulatory approvals, limited scope of approved uses, excessive costs to manufacture, the failure to establish or maintain intellectual property rights, or infringement of the intellectual property rights of others. Even if the Company successfully develops new products or enhancements, they may be quickly rendered obsolete by changing customer preferences, changing industry standards, or competitors’ innovations. Innovations may not be accepted quickly in the marketplace because of, among other things, entrenched patterns of clinical practice or uncertainty over third-party reimbursement. The Company cannot state with certainty when or whether any of its products under development will be launched, whether it will be able to develop, license, or otherwise acquire compounds or products, or whether any products will be commercially successful. Failure to launch successful new products or new indications for existing products may cause the Company’s products to become obsolete, causing our revenue and operating results to suffer.

New products and technological advances by our competitors may negatively affect our results of operations.

Any products that the Company is able to develop will face intense competition from its competitors’ products. Competitors’ products may be safer, more effective; more effectively marketed or sold, or have lower prices or superior performance features than our products. We cannot predict with certainty the timing or impact of the introduction of competitors’ products.

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Product liability claims may occur for our products, which could have a material adverse effect on revenues and financial condition.

The Company, once its product(s) make it to market, may be subject to product liability claims and lawsuits alleging that its products have resulted or could result in an unsafe condition for or injury to patients. Product liability claims and lawsuits, safety alerts or product recalls, and other allegations of product safety or quality issues, regardless of their validity or ultimate outcome, may have a material adverse effect on our business and reputation and on our ability to attract and retain customers. Consequences may also include additional costs, a decrease in market share for the products, lower income or exposure to other claims. The Company will attempt to obtain sufficient product liability insurance but may not be able to obtain such coverage or obtain sufficient coverage to product itself completely from said potential claims. Product liability claims could have a material adverse effect on our profitability and financial condition.

We have a limited operating history and are not profitable and may never become profitable.

We have a history of operating losses and no meaningful operations upon which to evaluate our business. Our accumulated deficit since inception through March 31, 2020 was $16,837,649. We expect to incur substantial losses and negative operating cash flow for the foreseeable future as we commence clinical trials of our drug candidates, which we do not expect will be commercially available for a number of years, if at all. Even if we succeed in developing and commercializing one or more drug candidates, we expect to incur substantial losses for the foreseeable future and may never become profitable. The successful development and commercialization of any drug candidates will require us to perform a variety of functions, including:

· undertaking clinical trials;

· hiring additional personnel;

· participating in the regulatory approval processes;

· manufacturing and formulating products;

· initiating and conducting sales and marketing activities; and,

· implementing additional internal systems and infrastructure.

We will need to raise additional capital in order to fund our business and generate significant revenue in order to achieve and maintain profitability. Additional financing may cause dilution to current investors and there can be no assurance that any additional financing will be on terms that are favorable to the Company and our shareholders. Without ongoing revenue, our ability to stay in business is contingent on outside capital and we currently have no commitments for such capital.

The departure of certain key personnel could affect the financial condition of the Company due to the loss of their expertise.

Our business plan was developed by our officers and will depend on their ability to develop pharmaceutical products. Without their expertise, it is unlikely we will be able to complete the development, testing and FDA approval process. We do not have the funds, at this time, to hire additional personnel and without our current management team; it is unlikely we would be able to obtain further funding. The loss of any member of management would severely hinder our ability to develop our proposed products. A failure on our part to retain the services of these key personnel could have a material adverse effect on our operating results and financial conditions. We do not maintain key man life insurance on any of our officers or employees.

Our auditors have expressed substantial doubt about our ability to continue as a going concern. If we do not have sufficient funding, we may have to suspend or cease operations within twelve months.

Our audited financial statements for the year ended March 31, 2020 were prepared using the assumption that we will continue our operations as a going concern. We were incorporated in 2014 and do not have a history of earnings except for the year ended March 31, 2017. As a result, our independent registered public accounting firm, in their audit report, has expressed substantial doubt about our ability to continue as a going concern. Continued operations are dependent on our ability to complete equity or debt financing activities or to generate profitable operations. Such activities may not be available or may not be available on reasonable terms. We believe that if we do not have sufficient funding, we may have to suspend or cease operations within twelve months. Therefore, we may be unable to continue operations in the future as a going concern. If we cannot continue as a viable entity, our stockholders may lose some or all their investment in the Company.

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We may be exposed to risks relating to management’s conclusion that our disclosure controls and procedures and internal controls over financial reporting are ineffective.

Currently, we do not have an independent audit committee. Our independent Director along with the other Directors functions as our audit committee and is comprised of four directors, three of whom are not considered to be “independent” in accordance with the requirements of Rule 10A-3 under the Securities Exchange Act of 1934. An independent audit committee plays a crucial role in the corporate governance process, assessment of the Company’s processes relating to its risks and control environment, oversight of financial reporting, and evaluation of internal and independent audit processes. The lack of an independent audit committee may prevent the Board of Directors from being independent in its judgments and decisions and its ability to pursue the committee’s responsibilities, which could compromise the management of our business.

Risks Relating to Our Common Stock

We intend to take advantage of the disclosure requirements of the JOBS Act provided for emerging growth companies including not providing all the accounting disclosure that other companies will be required to provide which may limit an investor’s ability to compare our financial statements with other companies.

Under the JOBS Act, we can elect to not comply with new or revised accounting standards which will allow us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. This could affect an investor’s ability to evaluate our financial statements compared to other public companies. In addition to the financial statements, the JOBS Act along with being a “Smaller Reporting Company” allows us to provide less disclosure on certain issues such as executive compensation as other companies which could affect an investor’s ability to compare us to other companies.

The Company’s stock price may be volatile.

The market price of the Company’s common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond the Company’s control, including the following:

· technological innovations or new products and services by the Company or its competitors;

· additions or departures of key personnel;

· the Company’s ability to execute its business plan;

· operating results that fall below expectations;

· loss of any strategic relationship;

· industry developments;

· economic and other external factors; and,

· period-to-period fluctuations in the Company’s financial results.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

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We may in the future issue additional shares of our common stock which would reduce investors’ ownership interests in the Company and which may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 500,000,000 shares of common stock, par value $0.001 per share and 50,000,000 shares of preferred stock, $0.001 par value. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

In the future, the Company might authorize a class of preferred stock with rights and preferences superior to those of the common stockholders and which might contain provisions giving them priority over the rights of the common stockholders. Any such class of preferred stock may result in substantial dilution to our common stockholders and have an adverse effect on any trading market for our common stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. FINRA’s requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

The Company’s common stock is currently deemed to be “penny stock,” which makes it more difficult for investors to sell their shares.

The Company’s common stock is and will be subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share or that have tangible net worth of less than $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for the Company’s securities. If the Company’s securities are subject to the penny stock rules, investors will find it more difficult to dispose of the Company’s securities.

There is currently a limited public market for our Common Stock. Failure to develop or maintain a trading market could negatively affect its value and make it difficult or impossible for you to sell your shares.

Our Common Stock trades on the OTCQB Market under the symbol “NBIO”. There has been a limited public market for our Common Stock and an active public market for our Common Stock may not develop. Failure to develop or maintain an active trading market could make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our Common Stock does develop, the market price of our Common Stock may be highly volatile. In addition to the uncertainties relating to future operating performance and the profitability of operations, factors such as variations in interim financial results or various, as yet unpredictable, factors, many of which are beyond our control, may have a negative effect on the market price of our Common Stock.

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We have paid no dividends.

We never have paid any dividends on our Common Stock and we do not intend to pay any dividends in the foreseeable future.

Future issuances of common shares may be adversely affected by the CSPA.

The market price of our Common Stock could decline as a result of issuances and sales by us, including pursuant to the Common Stock Purchase Agreement (the “CSPA”), or sales by our existing shareholders, of Common Stock, or the perception that these issuances and sales could occur. Sales by our shareholders might also make it more difficult for us to issue and sell Common Stock at a time and price that we deem appropriate. It is likely that the sale of shares by Selling Shareholder may depress the market price of our Common Stock.

Limitations on director and officer liability and indemnification of our officers and directors by us may discourage stockholders from bringing suit against a director.

The Company’s Articles of Incorporation and Bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, the Company’s Articles of Incorporation and Bylaws may provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the sections entitled “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business”, contains forward-looking statements that include information relating to future events, future financial performance, strategies, expectations, our competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new products or services; our statements concerning litigation or other matters; statements concerning projections, predictions, expectations, estimates or forecasts for our business, financial and operating results and future economic performance; statements of management’s goals and objectives; trends affecting our financial condition, results of operations or future prospects; our financing plans or growth strategies; and other similar expressions concerning matters that are not historical facts. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”, “plans”, “believes” and “estimates,” and similar expressions, as well as similar statements in the future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

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PRIVATE PLACEMENTS

Series A Convertible Preferred

The Company sold 740,000 shares Series A Convertible Preferred (the “Series A Shares), pursuant to which the Company agreed to convert the Series A Shares into Common Stock of the Company’s common stock, par value $0.001 (the “Common Stock”). The Company has agreed to register the shares of the Common Stock which will be issued upon conversion of the Series A Shares at the same time as the parties executed Subscription Agreements. The price of the shares to be sold will depend on, among other things, the market price of the Company’s stock at the time that the conversion notice is delivered.

Conversion Notice

Pursuant to the terms of the Subscription agreements, the Selling Security Holders, at their sole discretion, may deliver a conversion notice (the “Conversion Notice”) to which states the number of shares of Common Stock the Selling Security Holders are electing to convert and the conversion price. The number of securities to be converted pursuant to a Conversion Notice shall be calculated by multiplying the fifty percent (50%) of the lowest trading price five (5) business days prior to the date of the Conversion Notice or ten cents ($0.10) per share, whichever is lower. The conversion price cannot exceed $0.10 per share of common stock

Warrants

The Warrants entitles the Selling Security Holders to purchase up to 3,700,000 shares of Common Stock at $0.15 per share for two years commencing on of the issuance of the Warrants. The adjustment for dilution is subject to adjustment for anti-dilution protection of asset distributions stock dividends, stock splits, combinations or similar events. The exercise price may be adjusted for any exercise price for a similar instrument if that instrument has a lower exercise price.

The Selling Security Holders have no right to exercise the Warrants to the extent that such exercise would result in any of them being the beneficial owner in excess of 4.99% (or, upon election of the Selling Security Holders, 9.99%), which beneficial ownership limitation may be increased or decreased up to 9.99%.

The Selling Security Holders will receive all the proceeds from the sale of shares of Common Stock under this prospectus. We will not receive any proceeds from these sales. To the extent we receive proceeds from the exercise of the Warrants, we will use those proceeds for working capital, our clinical studies, retirement of debt, officer salaries, product development and testing. We have agreed to bear the certain expenses relating to the registration of the shares of Common Stock being registered herein for each of the Selling Security Holders.

See “Plan of Distribution” elsewhere in this prospectus for more information.

USE OF PROCEEDS

The Selling Security Holder will receive all the proceeds from the sale of shares of Common Stock under this prospectus. We will not receive any proceeds from these sales. To the extent we receive proceeds from the future exercise of the Warrants, we will use those proceeds for clinical trials, working capital, retirement of debt and officer salaries. We have agreed to bear the certain expenses relating to the registration of the shares of Common Stock being registered herein for Selling Security Holder.

See “Plan of Distribution” elsewhere in this prospectus for more information.

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SELLING SECURITY HOLDERS

This prospectus covers the offering of up to 26,300,000 shares of Common Stock being offered by the Selling Security Holders of Common Stock acquirable upon the issuance of Conversion Notice from the Selling Security Holders to the Company as described herein. We are registering the shares of Common Stock in order to permit the Selling Security Holders to offer their shares of Common Stock for resale from time to time.

The table below lists the Selling Security Holders and other information regarding the “beneficial ownership” of the shares of Common Stock by the Selling Security Holders. In accordance with Rule 13d-3 of the Exchange Act, “beneficial ownership” includes any shares of Common Stock as to which the Selling Security Holders have sole or shared voting power or investment power and any shares of Common Stock the Selling Security Holders have the right to acquire within sixty (60) days.

The Selling Security Holders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

The first column indicates the beneficial owners of the shares to be sold.

The second column indicates the number of shares of Common Stock beneficially owned by the Selling Security Holders, based on its ownership as of December 18, 2020. The second column also assumes purchase of all shares of stock to be acquired under the maximum amount of securities to be issued by the Company to the Selling Security Holders, without regard to any limitations on purchase described in this prospectus or in the Subscription Agreement.

The third column lists the shares of Common Stock being offered by this prospectus by the Selling Security Holders. Such aggregate amount of Common Stock does not take into account any applicable limitations on purchase of the securities under the Subscription Agreement.

The fourth column indicates the amount in cash paid for the securities  to be sold.

The sixth column indicates the number of warrants convertible to common shares for sale.

This prospectus covers the resale of (i) all of the shares of Common Stock issued and issuable by the Company upon receiving a Notice of Conversion from the Selling Security Holders, and (ii) any securities issued or then issuable upon any full anti-dilution protection, stock split, dividend or other distribution, recapitalization or similar event with respect to the common shares.

Because the issuance price of the common shares may be adjusted, the number of shares of Common Stock that will actually be issued upon issuance of the common shares may be more or less than the number of shares of Common Stock being offered by this prospectus. The Selling Security Holders can offer all, some or none of its shares of Common Stock, thus we have no way of determining the number of shares of Common Stock it will hold after this offering. Therefore, the fourth and fifth columns assume that the Selling Security Holders will sell all shares of Common Stock covered by this prospectus. See “Plan of Distribution.”

The offering of the securities was completed on August 7, 2020.

The Selling Security Holders identified below has confirmed to us that they are not a broker-dealer or an affiliate of a broker-dealer within the meaning of United States federal securities laws.

	Beneficial owner of the entity holding the shares	Number of Shares of Common Stock Owned Prior to Offering		Maximum Number of Shares of Common Stock to be Sold Pursuant to this Prospectus		Consideration in cash paid for  shares		Number of Shares of Common Stock Owned After Offering		Number of warrants owned for conversio n to shares to be sold per this Prospectus		Percentage Beneficially Owned After Offering
EROP Capital , LLC	Vince S barra		0		4,721,395		150,000		4,721,395		750,000		4.20	%
Maenza Enterprises LLC Dba Trendix Enterprises, LLC	Joe Maenza		80,000		7,000,000		190,000		7,080,000		950,000		6.29	%
Thirty 05, LLC	Saeb Jannoun		10,000		7,297,356		200,000		7,307,356		1,000,000		6.50	%
Sidney J Lorio JR, Gloria Lorio, JTWROS	Sidney and Gloria Lorio		0		7,281,249		200,000		7,281,249		1,000,000		6.47	%
TOTAL			90,000		26,300,000		740,000		26,390,000		3,700,000		23.46	%

Material Relationships with Selling Security Holders

The Selling Security Holders has not at any time during the past three (3) years acted as one of our employees, officers or directors or had a material relationship with us except with respect to transactions described above in “Private Placement.”

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MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS

Our Common Stock is currently quoted on the OTCQB Market, which is sponsored by OTC Markets Group, Inc. The OTCQB Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. Our shares are quoted on the OTCQB Market under the symbol “NBIO.”

The following table sets forth the range of high and low bid quotations for our Common Stock for each of the periods indicated as reported by the OTCQB Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

Trading Market

Quarter Ended (1)	High		Low
September 30, 2020		0.12		0.05
June 30, 2020		0.29		0.07
March 31, 2020		0.33		0.08
December 31, 2019		0.21		0.05
September 30, 2019		0.21		0.11
June 30, 2019		0.21		0.11
March 31, 2019		0.21		0.12
December 31, 2018		0.36		0.10
September 30, 2018		0.57		0.12
June 30, 2018		0.77		0.15

(1) Over-the-counter market quotations reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not represent actual transactions.

Approximate Number of Equity Security Holders

As of December 18, 2020, there were approximately 156 stockholders of record. Because shares of our Common Stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of stockholders of record.

Dividends

Holders of our Common Stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available, therefore. We have never declared or paid any dividends on our Common Stock. We intend to retain any future earnings for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our Common Stock to our stockholders for the foreseeable future.

Penny Stock

Our stock is considered a penny stock. The SEC has adopted rules that regulate broker-dealer practices in transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.

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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity for our Common Stock. Therefore, stockholders may have difficulty selling our securities.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. This discussion should be read in conjunction with our financial statements and accompanying notes for the fiscal years ended March 31, 2020 and 2019.

General Overview of Our Business

Overview

We intend for this discussion to provide information that will assist in understanding our financial statements, the changes in certain key items in those financial statements, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

Business Overview

The Company is actively developing its primary asset, Pritumumab, for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common molecular target. Pritumumab has shown to have positive therapeutic effect at low doses in previous clinical studies in Japan.

Current Business

We are a clinical-stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. We focus on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. We currently own a drug candidate, Pritumumab, which we are developing.

Plan of Operation

We are focused on developing Pritumumab for the treatment of patients with brain cancer malignancies such as glioblastoma and malignant astrocytoma. The Company filed an Investigational New Drug (“IND”) application with the US Food and Drug Administration (“FDA”) for Phase I clinical trials on March 31, 2017. The FDA place the submission on clinical hold requesting more data and clarification of some parts of the submission. On March 31, 2018, the Company amended its IND filing and, again, was not cleared to begin clinical trials by the FDA. On December 7, 2018, the Company received FDA clearance on its drug product lot to begin clinical trials. On May 6, 2019, the Company filed a submission with the FDA to gain complete release of the partial clinical hold. On August 7, 2019, Nascent Biotech Inc. (the “Company”) entered into a clinical trial agreement with Hoag Memorial Hospital (“Hoag”) for the Company to conduct its clinical trial of its drug, Pritumumab, at Hoag. The Company anticipates commencing the clinical trial during the first calendar quarter 2021.

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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our consolidated financial statements for the years ended March 31, 2020 and 2019, which are included herein.

Expenses

Operating expenses for the year ended March 31, 2019 were $1,368,948 including research and development costs of $254,006,general and administrative expenses of $447,505 and consulting of $667,437 compared to the year ended March 31, 2020 in which our operating expenses were $3,447,311 with research and development costs of $293,709,general and administrative costs of $320,903 and consulting of $2,832,672, representing increase of $2,078,363 in operating expenses in fiscal 2020 over 2019.

Operating expenses for the six months ended September 30, 2020 was $1,112,351 including research and development of $223,445, consulting fees of $720,735 and general and administrative of $168,171 compared to operating expenses of $601,271 with research and development of $127,653, consulting of $313,040, and general and administrative of $160,578.

Other income totaled $41 for the year ended March 31, 2019 compared to other expense of $556,848 consisting of interest expense of $86,632 and a loss in fair value of $470,216 for the same period in 2020.

Other income and expense for the three months ended June 30, 2020 was income of $347,377 and income of $5 for the same period in 2019. Other income and expense for the period ending June 30, 0202 consisted of interest expense of $88,190, finance costs of$3,000 and a gain in fair value of $438,567 compared to other income of $5 in the same period in 2019.

Revenue, Net Income and Loss

The Company recorded no revenues for the years ended March 31, 2020 and 2019 and six months ended September 30, 2020 and 2019.

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Our net loss for the year ended March 31, 2019 was $1,368,907 compared to a net loss of $4,004,153 during the year ended March 31, 2020. The increase in net loss is due to higher general and administrative costs specifically stock based compensation cost in 2020 over 2019.

Our net loss for the six months periods ended September 30, 2020 and 2019 were $622,265 and $605,594 respectively.

Our operations to date have been financed by the sale of our common stock and initial payment of a licenses sale. Our largest expenses to date have been research and development, IND filings and tests required for the filing and consulting fees. The research and development will grow as the product begins it clinical trials later this fiscal year.

We do not anticipate generating revenues in the foreseeable future other than future licenses sales or additional payments from licenses in effect, and any revenues that we generate may not be sufficient to cover our operating expenses. If we do not succeed in raising additional capital, we may have to cease operations and you may lose your entire investment.

Liquidity and Capital Resources

At March 31, 2019, we had cash of $131,472 as compared to $3,218 in cash at March 31, 2020. Our accounts payable and accrued expense at March 31, 2019 was $525,636 consisting of $510,636 in accounts payable and $15,000 in accrued expense as compared to $852,664 in accounts payable as of March 31, 2020 consisting of accounts payable of $738,778, accrued consulting of $97,500 and accrued interest of $16,386.

As of September 30, 2020 the Company had cash of $98,198. Our accounts payable and accrued expense was $715,154. In addition the Company liabilities included convertible notes of $11,250 and due related parties of $170,000.

We have no revenues to satisfy our ongoing liabilities, however it is not known how much and the timing of the receipts of revenue. Our auditors have issued a going concern opinion. Unless we secure additional equity or debt financing, of which there can be no assurance, we may not be able to continue any operations.

Working Capital

Our total current assets, as of March 31, 2019, consisted of $131,472 in cash as compared to total current assets of $3,218 in cash as of March 31, 2020 and cash of $432 as of June 30, 2020. The decrease in current assets was due to the lack of funding during the year ended March 31, 2020 plus the three months ended June 30, 2020.

Our total current liabilities as of March 31, 2019 were $613,636 as compared to total current liabilities of $2,878,922 as of March 31, 2020 The increase in current liabilities was primarily attributed to due related parties of $1,283,607 for accrual of amounts due per contract, derivative liability of $603,836 verse none in 2019 and notes payable for convertible note of $88,815 net of discount and note payable of $50,000.

Total current liabilities as of September 30, 2020 consisted of accounts payable and accrued expense was $715,154. In addition the Company liabilities included convertible notes of $11,250 and due related parties of $170,000.

As of March 31, 2019, the Company’s negative working capital was $482,164 compared to negative working capital of $2,875,704 as of March 31, 2020. The increase in negative working capital of $2,396,758 from 2019 to 2020 can be attributed to additional costs with the convertible debt fair value valuation of $603,836, increase payables and accrued expenses of $327,028 and the increase of accrual due related parties of $1,195,607.

As of September 30 ,2020 the Company’s negative working capital was $811,012.

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Cash Flows

Operating Activities

Cash used in operating activities was $711,808 for the fiscal year ended March 31, 2019 compared to cash used in operating activities of $554,325 for the fiscal year ended March 31, 2020. The decrease in cash used in operating activities is attributed mainly to increased stock based compensation, the change in fair value of the derivative liability and accrual of amounts due related parties plus increased accounts payable in 2020 over 2019.

Cash used in operating activities for the six months periods ending September 30, 2020 and 2019 were $594,020 and $237,072, respectively. Lower losses in the six month period in 2019 accounted for lower cash use over 2020.

Investing Activities

Cash used in investing activities was zero for the fiscal years ended March 31, 2020 and 2019 and the interim period ended September 30, 2020.

Financing Activities

Cash provided by financing activities during the fiscal year ended March 31, 2019 was $726,286, compared to $426,071 for the fiscal year ended March 31, 2020. The cash provided by financing activities is due to the sale of common stock of $115,000, sale of preferred shares for $110,000, proceeds from convertible note of $150,000, proceeds from note payable of $50,000, and conversion of warrants of $1,071 in 2020 compared to the sale of common stock and warrants of $643,000 and the exercise of warrants of $83,286 for the same period in 2019.

Cash provided from financing activities in the six months period ended September 30, 2020 included proceeds from notes payable of $50,000 and sale of preferred shares of 640,000 compared to $1,071 received in the same period in 2019 proceeds from common stock issued for the exercise of warrants plus the sale of preferred shares for $110,000.

Cash Requirements

We will require additional funds to fund our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for investors to obtain returns on their investments in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses including the clinical trials of our product.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As of March 31, 2020 and September 30, 2020 , our company has accumulated deficit of $16,837,649 and $17,459,914 and a working capital deficit of $2,875,704 and $811,012, respectively. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital requirements noted below in their report on the financial statements for the year ended March 31, 2020, our independent auditors, included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments

Future Financings

We will require additional financing of an estimated $26,000,000 to enable us to proceed with our plan of operations, including our phase 1 and phase 2 clinical trials plus presentation of data to the FDA to proceed to phase 3 clinical trials. These cash requirements are more than our current cash and working capital resources. Accordingly, we will require additional financing to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for proceeding with our plan of operations.

If we are unable to raise the funds that we require to execute our plan of operation, we intend to scale back our operations commensurately with the funds available to us.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Use of estimates

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Significant estimates were made for the fair value of Common Stock issued for services and for estimating the useful life used for depreciation and amortization of our long-lived assets, and the valuation of deferred income tax assets. Actual results and outcomes may differ from management’s estimates and assumptions.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations

Results of Operations

Our results of operations for six months and years ended September 30, 2020, March 31, 2020 and 2019 are summarized below:

	September 30, 2020			March 31, 2020			March 31, 2019
Revenue		--			—			—
Cost of Revenue		--			—			—
Net Loss	$	(622,265	)	$	(4,004,153	)	$	(1,368,907	)
Net Loss per Common Share, Basic and Diluted	$	(0.01	)		(0.12	)		(0.05	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		57,531,414			34,392,716			30,090,416

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We did not generate any revenues from our operations for the years ended March 31, 2020 and 2019. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies.

During the years ended March 31, 2020 and 2019 and six months periods ended September 30, 2020 and 2019, we had operating expenses of $3,447,311, $1,368,948, $1,112,351 and $601,271, respectively. The increase in operating expenses is primarily a result of higher general and administrative expense and research and development expense.

Since inception, the majority of our time has been spent on developing and securing an IND for our drug and preparing for clinical trials of our drug.

Net Loss

Net Loss was $4,004,153 for the year ended March 31, 2020 compared to $1,368,907 for the same period in 2019 and $622,265 and $605,594 for the six months periods ended September 30, 2020 and 2019. This increase was primarily due to higher general and administrative expenses.

We did not generate any revenues from our operations for the years ended March 31, 2020 or 2019 or the six months periods ended September 30, 2020 and 2019. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the business of securing regulatory approval for, and bringing, a drug to market, including the financial risks associated with the limited capital resources currently available to us for the implementation of our business strategies.

Management’s Plan of Operation

We do not have adequate funds to satisfy our working capital requirements for the next twelve months. We entered into the CSPA with to help fund our planned plan of operations including the clinical trials for our drug. Pursuant to the terms of our agreements with YII PN Ltd, we are filing this registration statement with the SEC to register the shares of Common Stock to be issued under those agreements. We cannot estimate when our registration statement will be declared effective by the SEC. Under certain conditions, YII PN Ltd may not have to purchase any of our securities. These conditions include any acts constituting default under any of the agreements entered into on August 28, 2019. Until such time as we sell our securities to YII PN Ltd, in the interim, we may not be able to begin to implement and commence our proposed plan of operations.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at March 31, 2020 compared to March 31, 2019 and September 30, 2020.

	September 30, 2020		March 31, 2020			March 31, 2019
Current Assets	$	99,198	$	3,218		$	131,472
Current Liabilities	$	910,210	$	2,878,922		$	613,636
Working Capital (Deficit)	$	811,012	$	(2,875,704	)	$	(482,164	)

At March 31, 2019, we had working capital deficit of $482,164 as compared to working capital deficit of $2,875,704 at March 31, 2020, a decrease in working capital deficit of $2,393,540. As of September 30, 2020 the working capital deficit was $811,012.

As of September 30, 2020, March 31, 2020 and March 31, 2019, we had cash and cash equivalents of $ 99,198, $3,218 and $131,472, respectively. Our cash was not sufficient to meet our current obligations and the expenses associated with being a company that is fully reporting with the SEC. We believe we will require additional financing in the form of share issuance proceeds, debt financing or advances from our directors.

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Our business expansion will require significant capital resources that may be funded through the issuance of Common Stock or of notes payable or other debt arrangements that may affect our debt structure. Despite our current financial status, we believe that we may be able to issue notes payable or debt instruments in order to start executing our business plan. However, there can be no assurance that we will be able to raise money in this fashion and have not entered into any agreements that would obligate a third party to provide us with capital.

During the years ended March 31, 2020 and 2019 and six months periods ended September 30, 2020 and 2019 we had net losses of $4,004,153, $1,368,907, $622,265 and $605,594, respectively. Historically, we have relied on advances, loans and sales of common stock in private placements to fund general and administrative operating expenses.

As of March 31, 2020, the Company had no external sources of liquidity such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital.

Our independent auditor has expressed doubt about our ability to continue as a going concern and believes that our ability is dependent on our ability to implement our business plan, raise capital and generate revenues. See Note 3 of our financial statements.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Company’s financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

BUSINESS

Overview

NASCENT BIOTECH INC., a Nevada corporation (“Nascent” or the “Company”), is actively developing its primary asset, Pritumumab, for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common molecular target. Pritumumab has shown to have positive therapeutic effect at low doses in previous clinical studies in Japan. The Company is exploring the use of Pritumumab in its use against viruses.

Current Business

We are a clinical-stage biopharmaceutical company that develops monoclonal antibodies for the treatment of various forms of cancer. We focus on biologic drug candidates that are undergoing or have already completed initial clinical testing for the treatment of cancer and then seek to further develop those drug candidates for commercial use. We currently own a drug candidate, Pritumumab, which we are developing for a group of cancers known as epithelial cancers (which includes lung, breast, colon, brain, and pancreas).

Our initial focus is on patients with brain cancer malignancies such as glioblastoma and malignant astrocytoma. Our focus is driven primarily by two factors: (1) brain cancer is a reasonably-sized market – especially if one includes metastatic brain cancers - and an unmet need in cancer treatment; and (2) Pritumumab is a monoclonal antibody that has been clinically tested in Phase I and Phase II trials in 249 human brain cancer patients at over 20 clinical sites within Japan during a 14-year time period (1988 to 2002). An issue at that time was the ability to manufacture enough Pritumumab to continue clinical trials, since it was manufactured using a human hybridoma (the technology at the time). The product was never approved for sale in Japan or elsewhere.

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Currently, therapeutic strategies, include the use of the chemotherapy drug Temodar^®, surgery, or radiation to treat this cancer. Even when removed, many brain tumors come back within one-year post-surgery. With current standards of care, only 58% of all brain cancer patients will live past the first year after diagnosis, and with certain types of brain cancer, for example, anaplastic astrocytoma and glioblastoma, the five-year survival rates are 27% and 5%, respectively

Based on pre-clinical and clinical studies, we believe that Pritumumab may offer an advantage over existing treatments. Nascent has solved the manufacturing problem by re-engineering antibody production into the most commonly used system today – CHO cells – by a prominent contract manufacturing organization. Pritumumab works by binding to a molecule on the outer surface of cancer cells called ectodomain vimentin (also referred to as cell-surface vimentin). This particular target, referred to generally as an antigen, is prevalent in many different tumor types and is not being targeted by any other biopharmaceutical companies. By binding to this target, Pritumumab is able to make the tumor cells “known” to the body’s immune system, resulting in potentially several types of immune responses, including anti-idiotype, apoptosis, antibody-dependent cellular cytotoxicity and complement-dependent cytotoxicity, leading to death of the cancer cells and overall depletion of the tumor.

Data from the Japanese clinical studies of Pritumumab (primarily late-stage glioblastoma and malignant astrocytoma patients) demonstrated clear bioactivity with tumor shrinkage–as measured by a standard formulary from MRI and X-ray imaging. Additionally, it is worth noting that dosages administered to Japanese patients were significantly lower than commonly administered today with anti-cancer antibodies. Nascent’s human clinical trials will cover a higher dosage range. Additionally, data submitted to the MHW also suggested a manageable and predictable safety profile. Of the 126 patients evaluated for safety, only 14 showed adverse events, 8 of which were judged to be possibly caused by administration of Pritumumab, and all of which resolved over time. There were no serious adverse events noted.

We expect to amplify on the past clinical development strategy during the next 12 months plan to:

· commence Phase I clinical trials in the United States, establishing the optimal dose of Pritumumab for treatment of patients with brain cancers;

· commence ongoing studies with Pritumumab for the treatment of lung cancer and breast cancer that has metastasized to the brain;

· continue to evaluate the application of Pritumumab in the treatment of other forms of ectodomain vimentin positive cancers (for example, cancers of epithelial origin such as pancreatic, lung and colon) where there may be unmet medical needs.

The Company filed an Investigational New Drug (“IND”) application with the US Food and Drug Administration (“FDA”) for Phase I clinical trials on March 31, 2017. The FDA placed the submission on clinical hold requesting more data and clarification of some parts of the submission. On March 31, 2018, the Company amended its IND filing and, again, was not cleared to begin clinical trials by the FDA. On December 7, 2018, the Company received FDA clearance to begin clinical trials with its first drug product lot, but left the Company on partial clinical hold for the bulk substance lot.

In December of 2019, the Company had a second drug product lot manufactured, and it in the process of having that material qualified through a stability study. On May 6, 2019, the Company filed a submission with the FDA to gain complete release of the partial clinical hold. The Company has a contract and received IRB clearance with a clinic in Newport Beach CA to begin clinical trials. The Company plans to commence the Phase I clinical trials during the third quarter of the calendar year.

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Brain Cancer Incidence and Prevalence

In the United States, the annual estimated new cases of brain cancer each year are about 23,000, with estimated deaths about 15,000 per year. Brain cancer is the leading cause of cancer-related death in patients younger than age 20. Gliomas (a broad term which includes all tumors arising from the gluey or supportive tissue of the brain), the cancer type for which orphan drug designation has been granted by the FDA, account for 80% of all malignant brain tumors.

Secondary brain cancer (metastases to the brain from other sites) occurs in 20–40% of patients with metastatic disease and incidence increases with age. In the United States, over 100,000 cases of secondary brain cancer are diagnosed each year, with the majority of those metastases originating from lung (50%) and breast (15-20%).

Our Goal and Strategy

Our goal is to become a leading oncology-focused biopharmaceutical company. The key elements of our strategy to achieve this goal are as follows:

· Advance Pritumumab, our drug candidate, toward regulatory approval and commercialization. We are primarily focused on developing Pritumumab for the treatment of patients’ brain tumors, as well as lung and breast cancer metastases to the brain. We plan to focus our planned Phase I/II clinical trials on the use of Pritumumab to include the metastatic treatment option, which we believe may be underserved by current treatment alternatives and where clinical trials have shown substantial levels of activity. Importantly, we will employ significantly higher doses in the clinical protocol to test for safety and increased efficacy.

· Expand our claims by pursuing additional indications for Pritumumab, due to the fact that the target antigen (ectodomain vimentin) is present in a variety of cancers apart from brain cancer. Nascent will seek to expand Pritumumab into as many different indications as possible. We also believe Pritumumab could be an effective carrier protein for other anti-cancer drugs (a cocktail approach in which an anti-cancer drug is attached to an antibody) and we also believe we can develop Pritumumab as a diagnostic tool.

Since the advent of the COVID-19 pandemic, it has been brought to our attention that cell-surface vimentin may be a marker that the SARS-Cov-2 virus uses to “recognize” and infect target cells. If so, employing Pritumumab, or a suitable fragment (for example, the scFv fragment), might be a viable treatment for an individual that is infected by the virus. Accordingly, Nascent has contracted with a contract research organization to test Pritumumab as a potential blocking agent for SARS-Cov-2 infection.

Additionally, Nascent has signed a research agreement to develop a vaccine for COVID-19 with Manhattan BioSolutions. This approach will be using the BCG Bacteria. This bacterium is currently being used as a treatment for Bladder Cancer and Tuberculosis.

· Evaluate the commercialization strategies on a product-by-product basis in order to maximize the value of each. As we move our drug candidates through development toward regulatory approval, we will evaluate several options for each drug candidate’s commercialization strategy. These options include entering into a joint marketing partnership with another pharmaceutical company or biotechnology company, whereby we jointly sell and market the product; and out-licensing our product, whereby another pharmaceutical company or biotechnology company sells and markets our product and pays us on a developmental milestone and royalty on sales basis. Our decision will be made separately for each product and will be based on a number of factors, including capital necessary to execute on each option, size of the market that needs to be addressed and terms of potential offers from other pharmaceutical and biotechnology companies. It is too early for us to know which of these options we will pursue for our drug candidates, assuming their successful development.

Pritumumab in Cancer Patients

Our initial focus is on the development of Pritumumab as an intravenous treatment of patients with various types of brain cancer, most prominently gliomas and malignant astrocytomas.

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Advantages of Pritumumab

Based on pre-clinical studies to date, we believe that Pritumumab may offer an advantage over existing treatments that are used in the treatment of patients’ brain malignancies and other various forms of cancer. The antibody utilizes a fully human, natural approach which we believe results in the molecule posing very little toxicity to the patient, particularly in comparison to chemotherapies, radiation and cytokine approaches that currently dominate the marketplace. Further, the antibody binds to a very novel target that appears to be prevalent in a number of solid tumors. A fully human approach will mimic and harness the body’s natural defense system to fight cancer and offer an efficacious and safer approach to other protocols, such as chemotherapy, radiation, or surgery, which can be devastating and life threatening in and of themselves.

Disadvantages of Pritumumab

Given the low survival rates for current standard therapy in brain cancer, both in percentage and type, and the general safety associated with monoclonal antibodies currently approved in the United States for a variety of therapeutic indications, we believe that there are no disadvantages of Pritumumab to current therapy.

Development Plan

We will initiate a US-based clinical trial of pritumumab in patients with brain cancer in the third calendar quarter of 2020. In this trial, we also plan to further investigate the efficacy of Pritumumab on metastatic brain cancer and measure the effects on the primary tumor. Our Phase I trial is also planned as multiple ascending dose study employing significantly higher doses to test for safety and improved efficacy.

We believe we can complete the Phase I and Phase II studies indicated above within a period of about 48 months and for a total cost of less than $26 million dollars. This will, of course, require funding our planned capital raises as discussed elsewhere in this document.

Clinical Testing of Our Products in Development

Each of our products in development, and likely all future drug candidates, will require extensive pre-clinical and clinical testing to determine the safety and efficacy of the product prior to seeking and obtaining regulatory approval for marketing and sale of the product. This process is expensive and time consuming. In completing this pre-clinical and clinical testing, we are dependent upon third-party consultants, consisting mainly of investigators, collaborators, and contract research organizations, who will conduct such testing.

We and our third-party consultants conducted pre-clinical testing in accordance with Good Laboratory Practices, or GLPs, and clinical testing in accordance with Good Clinical Practices, or GCPs, which are international ethical and scientific quality standards utilized for pre-clinical and clinical testing, respectively. GCP is the standard for the design, conduct, performance, monitoring, auditing, recording, analysis and reporting of clinical trials, and is required by the FDA to be followed in conducting clinical trials. Additionally, any pre-clinical and clinical testing completed in the European Union, or the EU, is conducted in accordance with applicable EU standards, such as the EU Clinical Trials Directive (Directive 2001/20/EC of April 4, 2001), or the EU Clinical Trials Directive, and the national laws of the Member States of the EU implementing its provisions.

Intellectual Property

The US Food & Drug Administration has granted the Company orphan drug designation for use of Pritumumab against gliomas and pancreatic cancer. If we obtain marketing approval for Pritumumab or other drug candidates in the United States or in certain jurisdictions outside of the United States, we may be eligible for regulatory protection, such as seven years of market exclusivity under FDA orphan drug designation, up to five years of patent term extension potentially available in the United States under the Hatch-Waxman Act, 8 to 11 years of data and marketing exclusivity potentially available for new drugs in the European Union, up to five years of patent extension in Europe (Supplemental Protection Certificate), and eight years of data exclusivity potentially available in Japan. There can be no assurance that we will qualify for any such regulatory exclusivity, or that any such exclusivity will prevent competitors from seeking approval solely on the basis of their own studies. See “Government Regulation” below.

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Our goal is to obtain, maintain and enforce patent protection for our products, formulations, processes, methods, and other proprietary technologies, preserve our trade secrets, and operate without infringing on the proprietary rights of other parties, both in the United States and in other countries. Our policy is to actively seek to obtain, where appropriate, the broadest intellectual property protection possible for our current product candidates and any future product candidates, proprietary information, and proprietary technology through a combination of contractual arrangements and patents, both in the United States and abroad. However, even patent protection may not always afford us with complete protection against competitors who seek to circumvent our patents. See “Risk Factors—Risks Related to Our Intellectual Property.” Our proprietary rights may not adequately protect our intellectual property and potential products, and if we cannot obtain adequate protection of our intellectual property and potential products, we may not be able to successfully market our potential products.”

We will depend upon the skills, knowledge, and experience of our scientific and technical personnel, as well as that of our advisors, consultants, and other contractors, none of which is patentable. To help protect our proprietary know-how, which is not patentable, and inventions for which patents may be difficult to obtain or enforce, we will in the future rely on trade secret protection and confidentiality agreements to protect our interests. To this end, we require all of our employees, consultants, advisors, and other contractors to enter into confidentiality agreements that prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us of the ideas, developments, discoveries, and inventions important to our business.

Manufacturing

We do not currently have our own manufacturing facilities. We intend to continue to use our financial resources to accelerate development of our drug candidates rather than diverting resources to establish our own manufacturing facilities. We intend to meet our pre-clinical and clinical trial manufacturing requirements by continuing established relationships with third-party manufacturers and other service providers to perform these services for us. We intend to continue these third-party relationships to maintain our supply of Pritumumab. Should Pritumumab obtain marketing approval, we anticipate establishing relationships with third-party manufacturers and other service providers for the commercial production and manufacture of our product. We have some flexibility in securing other manufacturers to produce our drug candidates; however, our alternatives may be limited due to proprietary technologies or methods used in the manufacture of some of our drug candidates.

Competition

The development and commercialization of new products to treat cancer is highly competitive, and we expect considerable competition from major pharmaceutical, biotechnology and specialty cancer companies. As a result, there are and will likely continue to be extensive research and substantial financial resources invested in the discovery and development of new cancer products. Our potential competitors include, but are not limited to, Genentech, GlaxoSmithKline, Roche, Boehringer Ingelheim, Takeda, Array Biopharma and Ambit Biosciences. We are an early stage company with no history of operations and we only recently acquired the rights to the drug candidates we expect to develop. Many of our competitors have substantially more resources than we do, including both financially and technically. In addition, many of our competitors have more experience than us in pre-clinical and clinical development, manufacturing, regulatory and global commercialization. We are also competing with academic institutions, governmental agencies and private organizations that are conducting research in the field of cancer. We anticipate that we will face intense competition.

We expect that our products under development and in clinical trials will address major markets within the cancer sector. Our competition will be determined in part by the indications for which drugs are developed and ultimately approved by regulatory authorities. Additionally, the timing of market introduction of some of our potential products or of competitors’ products may be an important competitive factor. Accordingly, the speed with which we can develop products, complete pre-clinical testing, clinical trials, and approval processes and supply commercial quantities to market are expected to be important competitive factors. We expect that competition among products approved for sale will be based on various factors, including product efficacy, safety, reliability, availability, price, reimbursement, and patent position.

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Government Regulation

United States—FDA Process

The research, development, testing, manufacture, labeling, promotion, advertising, distribution, and marketing, among other things, of drug products are extensively regulated by governmental authorities in the United States and other countries. In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and its implementing regulations. Failure to comply with the applicable U.S. requirements may subject us to administrative or judicial sanctions, such as FDA refusal to approve pending New Drug Applications (NDAs) or Biologics License Applications (BLAs), warning letters, fines, civil penalties, product recalls, product seizures, total or partial suspension of production or distribution, injunctions and/or criminal prosecution. In the case of Pritumumab, it is a biologic drug and the appropriate route for approval will be to submit a BLA.

Drug Approval Process.

None of our drug product candidates may be marketed in the United States until the drug has received FDA approval. The steps required before a drug may be marketed in the United States generally include the following:

· completion of extensive pre-clinical laboratory tests, animal studies, and formulation studies in accordance with the FDA’s GLP regulations;

· Development of a manufacturing process in accordance with the FDA’s current Good Manufacturing Practice (cGMP) regulations;

· submission to the FDA of an Investigational New Drug (“IND”) application for human clinical testing, which must pass FDA review before human clinical trials may begin;

· performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug for each proposed indication;

· submission to the FDA of a BLA (Biologics License Application) after completion of all pivotal clinical trials;

· satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the active pharmaceutical ingredient, or API, and finished drug product are produced and tested to assess compliance with current Good Manufacturing Practices (cGMPs); and,

· FDA review and approval of the BLA prior to any commercial marketing or sale of the drug in the United States.

The development and approval process requires substantial time, effort, and financial resources, and we cannot be certain that any approvals for our product candidates will be granted on a timely basis, if at all.

As noted above, the Company has received approval to commence human clinical trials with its currently-manufactured drug product lot, and is awaiting FDA approval to employ further drug product lots manufacturing from its current drug substance lot.

Clinical trials involve the administration of the investigational drug to human subjects under the supervision of qualified investigators. Clinical trials are conducted under protocols detailing the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. Each protocol must be provided to the FDA as part of a separate submission to the IND. Further, an Institutional Review Board (IRB) for each medical center proposing to conduct the clinical trial must review and approve the study protocol and informed consent information for study subjects for any clinical trial before it commences at that center, and it must monitor the study until it is completed. Study subjects must sign an informed consent form before participating in a clinical trial.

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Clinical trials necessary for product approval typically are conducted in three sequential phases, but the phases may overlap. Phase 1 usually involves the initial introduction of the investigational drug into a limited population, typically healthy humans, to evaluate its short-term safety, dosage tolerance, metabolism, pharmacokinetics, and pharmacologic actions, and, if possible, to gain an early indication of its effectiveness. Phase 2 usually involves trials in a limited patient population to (i) evaluate dosage tolerance and determine appropriate dosage; (ii) identify possible adverse effects and safety risks; and (iii) evaluate preliminarily the efficacy of the drug for specific targeted indications. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more expensive Phase 3 clinical trials. Phase 3 trials, commonly referred to as pivotal studies, are undertaken in an expanded patient population at multiple, geographically dispersed clinical trial centers to further evaluate clinical efficacy and test further for safety by using the drug in its final form. There can be no assurance that Phase 1, Phase 2 or Phase 3 testing will be completed successfully within any specified period of time, if at all. Furthermore, the Company, the FDA or an IRB may suspend clinical trials at any time on various grounds, including a finding that the subjects or patients are being exposed to an unacceptable health risk. Moreover, the FDA may approve a BLA for a product candidate, but require that the sponsor conduct additional clinical trials to further assess the drug after BLA approval under a post-approval commitment. Post-approval trials are typically referred to as Phase 4 clinical trials.

During the development of a new drug, sponsors are given an opportunity to meet with the FDA at certain time points. These points may be prior to submission of an IND, at the end of Phase 2, and before a BLA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date, for the FDA to provide advice, and for the sponsor and the FDA to reach an agreement on the next phase of development. Sponsors typically use the end of Phase 2 meeting to discuss their Phase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial that they believe will support approval of the new drug. If a Phase 3 clinical trial is the subject of discussion at an end of Phase 2 meeting with the FDA, a sponsor may be able to request a Special Protocol Assessment, the purpose of which is to reach an agreement with the FDA on the design of the Phase 3 clinical trial protocol design and analysis that will form the primary basis of an efficacy claim. If such an agreement is reached, it will be documented and made part of the administrative record, and it will be binding on the FDA unless public health concerns unrecognized at the time of the protocol assessment are evident, and may not be changed except under a few specific circumstances.

Concurrent with clinical trials, companies usually complete additional animal safety studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and the manufacturer must develop and validate methods for testing the quality, purity, and potency of the final drugs. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf-life.

Assuming successful completion of the required clinical testing, the results of the pre-clinical studies and of the clinical studies, together with other detailed information, including information on the manufacture and composition of the drug, are submitted to the FDA in the form of a BLA requesting approval to market the product for one or more indications. A BLA must be accompanied by a significant user fee, which we anticipate will be waived for the first BLA because NBI is a “qualified small business.”

The testing and approval process requires substantial time, effort, and financial resources. The agency reviews the application and may deem it to be inadequate to support the registration, and companies cannot be sure that any approval will be granted on a timely basis, if at all. The FDA may also refer the application to the appropriate advisory committee, typically a panel of clinicians, for review, evaluation, and a recommendation as to whether the application should be approved. The FDA is not bound by the recommendations of the advisory committee, but it typically follows such recommendations.

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Before approving a BLA, the FDA usually will inspect the facility or the facilities at which the drug is manufactured and will not approve the product unless the manufacturing is in compliance with cGMPs. If the FDA evaluates the BLA and the manufacturing facilities are deemed acceptable, the FDA may issue an approval letter, or in some cases, an approvable letter followed by an approval letter. Both letters usually contain a number of conditions that must be met in order to secure final approval of the BLA. When and if those conditions have been met to the FDA’s satisfaction, the FDA will issue an approval letter. The approval letter authorizes commercial marketing of the drug for specific indications. As a condition of BLA approval, the FDA may require post-marketing testing and surveillance to monitor the drug’s safety or efficacy, or impose other conditions.

The FDA may deny approval of a BLA by issuing a Complete Response Letter if the applicable regulatory criteria are not satisfied. A Complete Response Letter may require additional clinical data and/or an additional pivotal Phase 3 clinical trial(s), and/or other significant, expensive, and time-consuming requirements related to clinical trials, pre-clinical studies, or manufacturing. Data from clinical trials are not always conclusive and the FDA may interpret data differently than we or our collaborators interpret data. Alternatively, approval may occur with Risk Evaluation and Mitigation Strategies, or REMS, which limit the labeling, distribution, or promotion of a drug product. Once issued, the FDA may withdraw product approval if ongoing regulatory requirements are not met or if safety problems occur after the product reaches the market. In addition, the FDA may require testing, including Phase 4 clinical trials, and surveillance programs to monitor the safety effects of approved products which have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs or other information.

Expedited Review and Approval

The FDA has various programs, including Orphan Drug Designation and Fast Track approval, which are intended to expedite or simplify the process for reviewing drugs, and/or provide for accelerated approval. Even if a drug qualifies for one or more of these programs, the FDA may later decide that the drug no longer meets the conditions for qualification or that the time period for FDA review or approval will be shortened. Generally, drugs that may be eligible for these programs are those for serious or life-threatening conditions, those with the potential to address unmet medical needs, and those that offer meaningful benefits over existing treatments. For example, Fast Track is a process designed to facilitate the development and expedite the review of drugs to treat serious diseases and fill an unmet medical need. Priority review is designed to give drugs that offer major advances in treatment or provide a treatment where no adequate therapy exists and provides for an initial review within six months as compared to a standard review time of 10 months. Although Fast Track and priority review do not affect the standards for approval, the FDA will attempt to facilitate early and frequent meetings with a sponsor of a Fast Track designated drug and expedite review of the application for a drug designated for priority review. As a condition of approval, the FDA may require that a sponsor of a drug receiving accelerated approval perform post-marketing clinical trials.

Post-Approval Requirements

Oftentimes, even after a drug has been approved by the FDA for sale, the FDA may require that certain post-approval requirements be satisfied, including the conduct of additional clinical studies. In addition, certain changes to an approved product, such as adding new indications, making certain manufacturing changes, or making certain additional labeling claims, are subject to further FDA review and approval. Before a company can market products for additional indications, it must obtain additional approvals from the FDA, typically a new BLA or NDA. Obtaining approval for a new indication generally requires that additional clinical studies be conducted. A company cannot be sure that any additional approval for new indications for any product candidate will be approved on a timely basis, or at all.

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If post-approval conditions are not satisfied, the FDA may withdraw its approval of the drug. In addition, holders of an approved BLA are required to: (i) report certain adverse reactions to the FDA and maintain pharmacovigilance programs to proactively look for these adverse events, (ii) comply with certain requirements concerning advertising and promotional labeling for their products, and (iii) continue to have quality control and manufacturing procedures conform to cGMPs after approval. The FDA periodically inspects the sponsor’s records related to safety reporting and/or manufacturing facilities; this latter effort includes assessment of ongoing compliance with cGMPs. Accordingly, manufacturers must continue to expend time, money, and effort in the area of production and quality control to maintain cGMP compliance. We intend to use third-party manufacturers to produce our products in clinical and commercial quantities, and future FDA inspections may identify compliance issues at the facilities of our contract manufacturers that may disrupt production or distribution, or require substantial resources to correct. In addition, discovery of problems with a product after approval may result in restrictions on a product, manufacturer, or holder of an approved BLA, including recall of the product from the market or withdrawal of approval of the BLA for that drug.

Foreign Regulation

In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of foreign countries before we can commence clinical trials and approval of foreign countries or economic areas, such as the EU, before we may market products in those countries or areas. The approval process and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from place to place, and the time may be longer or shorter than that required for FDA approval.

In the European Economic Area, or EEA (which is comprised of the 27 member states of the EU, or Member States, plus Norway, Iceland, and Liechtenstein), medicinal products can only be commercialized after obtaining a Marketing Authorization, or MA. There are two types of marketing authorizations:

· The Community MA, which is issued by the European Commission through the Centralized Procedure, based on the opinion of the Committee for Medicinal Products for Human Use, or CHMP, of the European Medicines Agency, or EMA, and which is valid throughout the entire territory of the EEA. The Centralized Procedure is mandatory for certain types of products, such as biotechnology medicinal products, orphan medicinal products, and medicinal products indicated for the treatment of AIDS, cancer, neurodegenerative disorders, diabetes, auto-immune and viral diseases. The Centralized Procedure is optional for products containing a new active substance not yet authorized in the EEA, or for products that constitute a significant therapeutic, scientific, or technical innovation or which are in the interest of public health in the EU.

· National MAs, which are issued by the competent authorities of the Member States of the EEA and only cover their respective territory, are available for products not falling within the mandatory scope of the Centralized Procedure. Where a product has already been authorized for marketing in a Member State of the EEA, this National MA can be recognized in another Member State through the Mutual Recognition Procedure. If the product has not received a National MA in any Member State at the time of application, it can be approved simultaneously in various Member States through the Decentralized Procedure. Under the Decentralized Procedure, an identical dossier is submitted to the competent authorities of each of the Member States in which the MA is sought, one of which is selected by the applicant as the Reference Member State. The competent authority of the Reference Member State prepares a draft assessment report, a draft summary of the specific product characteristics, or SPC, and a draft of the labeling and package leaflet, which are sent to the other Member States (referred to as the Member States Concerned) for their approval. If the Member States Concerned raise no objections, based on a potential serious risk to public health, to the assessment, SPC, labeling or packaging proposed by the Reference Member State, the product is subsequently granted a National MA in all the Member States (i.e., in the Reference Member State and the Member States Concerned).

Under the above described procedures, before granting the MA, the EMA or the competent authorities of the Member States of the EEA make an assessment of the risk-benefit balance of the product on the basis of scientific criteria concerning its quality, safety, and efficacy.

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As in the United States, it may be possible in foreign countries to obtain a period of market and/or data exclusivity that would have the effect of postponing the entry into the marketplace of a competitor’s generic product. For example, if any of our products receive marketing approval in the EEA, we expect they will benefit from 8 years of data exclusivity and 10 years of marketing exclusivity. An additional non-cumulative one year period of marketing exclusivity is possible if during the data exclusivity period (the first 8 years of the 10-year marketing exclusivity period), we obtain an authorization for one or more new therapeutic indications that are deemed to bring a significant clinical benefit compared to existing therapies. The data exclusivity period begins on the date of the product’s first marketing authorization in the EU and prevents generics from relying on the marketing authorization holder’s pharmacological, toxicological, and clinical data for a period of 8 years. After 8 years, a generic product application may be submitted and generic companies may rely on the marketing authorization holder’s data. However, a generic cannot launch until 2 years later (or a total of 10 years after the first marketing authorization in the EU of the innovator product), or 3 years later (or a total of 11 years after the first marketing authorization in the EU of the innovator product) if the marketing authorization holder obtains marketing authorization for a new indication with significant clinical benefit within the 8 year data exclusivity period. In Japan, our products may be eligible for eight years of data exclusivity. There can be no assurance that we will qualify for such regulatory exclusivity, or that such exclusivity will prevent competitors from seeking approval solely on the basis of their own studies.

When conducting clinical trials in the EU, we must adhere to the provisions of the EU Clinical Trials Directive and the laws and regulations of the EU Member States implementing them. These provisions require, among other things, that the prior authorization of an Ethics Committee and the competent Member State authority is obtained before commencing the clinical trial.

Pricing and Reimbursement

In the United States and internationally, sales of products that we market in the future, and our ability to generate revenues on such sales, are dependent, in significant part, on the availability of adequate coverage and reimbursement from third-party payers such as state and federal governments, managed care providers and private insurance plans. Private insurers, such as health maintenance organizations and managed care providers, have implemented cost-cutting and reimbursement initiatives and likely will continue to do so in the future. These include establishing formularies that govern the drugs and biologics that will be offered and also the out-of-pocket obligations of member patients for such products. We may need to conduct pharmacoeconomic studies to demonstrate the cost effectiveness of our products for formulary coverage and reimbursement. Even with studies, our products may be considered less safe, less effective, or less cost-effective than existing products, and third-party payers may not provide coverage and reimbursement for our product candidates, in whole or in part.

In addition, particularly in the United States and increasingly in other countries, we are required to provide discounts and pay rebates to state and federal governments and agencies in connection with purchases of our products that are reimbursed by such entities. It is possible that future legislation in the United States and other jurisdictions could be enacted that could potentially impact the reimbursement rates for the products we are developing and may develop in the future and also could further impact the levels of discounts and rebates paid to federal and state government entities. Any legislation that impacts these areas could impact, in a significant way, our ability to generate revenues from sales of products that, if successfully developed, we bring to market.

Political, economic, and regulatory influences are subjecting the healthcare industry in the United States to fundamental changes. There have been, and we expect there will continue to be, legislative and regulatory proposals to change the healthcare system in ways that could significantly affect our future business. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act, or collectively, the PPACA, enacted in March 2010, substantially changes the way healthcare is financed by both governmental and private insurers. Among other cost containment measures, PPACA establishes:

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· an annual, nondeductible fee on any entity that manufactures or imports certain branded prescription drugs and biologic agents;

· a Medicare Part D coverage gap discount program, in which pharmaceutical manufacturers who wish to have their drugs covered under Part D must offer discounts to eligible beneficiaries during their coverage gap period, or the donut hole; and

· a formula that increases the rebates a manufacturer must pay under the Medicaid Drug Rebate Program.

In the future, there may continue to be additional proposals relating to the reform of the U.S. healthcare system. Future legislation, including the current versions being considered at the federal level in the United States or regulatory actions implementing recent or future legislation, may have a significant effect on our business. Our ability to successfully commercialize products depends in part on the extent to which reimbursement for the costs of our products and related treatments will be available in the United States and worldwide from government health administration authorities, private health insurers and other organizations. Because the adoption of certain proposals could limit the prices, we are able to charge for our products, or the amounts of reimbursement available for our products, and could limit the acceptance and availability of our products, substantial uncertainty exists as to the reimbursement status of newly approved health care products by third-party payers.

Sales and Marketing

We currently have no marketing, sales, or distribution capabilities. We do, however, have worldwide commercialization rights for our drug candidates. In order to commercialize any of our drug candidates if and when they are approved for sale in the United States or elsewhere, we will need to develop the necessary marketing, sales, and distribution capabilities.

The FDA regulates all advertising and promotion activities for products under its jurisdiction both prior to and after approval, including standards and regulations for direct-to-consumer advertising, dissemination of off-label information, industry-sponsored scientific and educational activities and promotional activities involving the Internet. Drugs may be marketed only for the approved indications and in accordance with the provisions of the approved label. Further, if there are any modifications to the drug, including changes in indications, labeling, or manufacturing processes or facilities, we may be required to submit and obtain FDA approval of a new or supplemental NDA, which may require us to collect additional data or conduct additional pre-clinical studies and clinical trials. Failure to comply with applicable FDA requirements may subject a company to adverse publicity, enforcement action by the FDA, corrective advertising, consent decrees and the full range of civil and criminal penalties available to the FDA.

Physicians may prescribe legally available drugs for uses that are not described in the drug’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties, and often reflect a physician’s belief that the off-label use is the best treatment for the patients. The FDA does not regulate the behavior of physicians in their choice of treatments, but FDA regulations do impose stringent restrictions on manufacturers’ communications regarding off-label uses. Failure to comply with applicable FDA requirements may subject a company to adverse publicity, enforcement action by the FDA, corrective advertising, consent decrees and the full range of civil and criminal penalties available to the FDA.

Outside the United States, our ability to market a product is contingent upon obtaining marketing authorization from the appropriate regulatory authorities. The requirements governing marketing authorization, pricing and reimbursement vary widely from country to country.

We may also be subject to various federal and state laws pertaining to health care “fraud and abuse,” including anti-kickback laws and false claims laws. Anti-kickback laws make it illegal for a prescription drug manufacturer to solicit, offer, receive, or pay any remuneration in exchange for, or to induce, the referral of business, including the purchase or prescription of a particular drug. Due to the breadth of the statutory provisions and the absence of guidance in the form of regulations and very few court decisions addressing industry practices, it is possible that our practices might be challenged under anti-kickback or similar laws. False claims laws prohibit anyone from knowingly and willingly presenting, or causing to be presented for payment to third-party payers (including Medicare and Medicaid) claims for reimbursed drugs or services that are false or fraudulent, claims for items or services not provided as claimed, or claims for medically unnecessary items or services. Our activities relating to the sale and marketing of our products may be subject to scrutiny under these laws.

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Violations of fraud and abuse laws may be punishable by criminal and/or civil sanctions, including fines and civil monetary penalties, the possibility of exclusion from federal health care programs (including Medicare and Medicaid) and corporate integrity agreements, which impose, among other things, rigorous operational and monitoring requirements on companies. Similar sanctions and penalties also can be imposed upon executive officers and employees, including criminal sanctions against executive officers under the so-called “responsible corporate officer” doctrine, even in situations where the executive officer did not intend to violate the law and was unaware of any wrongdoing. Given the penalties that can be imposed on companies and individuals if convicted, allegations of such violations often result in settlements even if the company or individual being investigated admits no wrongdoing. Settlements often include significant civil sanctions, including fines and civil monetary penalties, and corporate integrity agreements. If the government were to allege or convict us or our executive officers of violating these laws, our business could be harmed. In addition, private individuals have the ability to bring similar actions. Our activities could be subject to challenge for the reasons discussed above and due to the broad scope of these laws and the increasing attention being given to them by law enforcement authorities. Further, there is an increasing number of state laws that require manufacturers to provide reports to states on pricing and marketing information. Many of these laws contain ambiguities as to what is required to comply with the laws. Given the lack of clarity in laws and their implementation, our reporting actions could be subject to the penalty provisions of the pertinent state authorities.

Other Laws and Regulatory Processes

We are subject to a variety of financial disclosure and securities trading regulations as a public company in the United States, including laws relating to the oversight activities of the Securities and Exchange Commission, or SEC, and, if our capital stock becomes listed on a national securities exchange, we will be subject to the regulations of such exchange on which our shares are traded. In addition, the Financial Accounting Standards Board, or FASB, the SEC, and other bodies that have jurisdiction over the form and content of our accounts, our financial statements and other public disclosure are constantly discussing and interpreting proposals and existing pronouncements designed to ensure that companies best display relevant and transparent information relating to their respective businesses.

Our present and future business has been and will continue to be subject to various other laws and regulations. Various laws, regulations and recommendations relating to safe working conditions, laboratory practices, the experimental use of animals, and the purchase, storage, movement, import and export and use and disposal of hazardous or potentially hazardous substances used in connection with our research work are or may be applicable to our activities. Certain agreements entered into by us involving exclusive license rights or acquisitions may be subject to national or supranational antitrust regulatory control, the effect of which cannot be predicted. The extent of government regulation, which might result from future legislation or administrative action, cannot accurately be predicted.

Other Laws and Regulatory Processes

We are subject to a variety of financial disclosure and securities trading regulations as a public company in the United States, including laws relating to the oversight activities of the Securities and Exchange Commission, or SEC, and, if our capital stock becomes listed on a national securities exchange, we will be subject to the regulations of such exchange on which our shares are traded. In addition, the Financial Accounting Standards Board, or FASB, the SEC, and other bodies that have jurisdiction over the form and content of our accounts, our financial statements and other public disclosure are constantly discussing and interpreting proposals and existing pronouncements designed to ensure that companies best display relevant and transparent information relating to their respective businesses.

Our present and future business has been and will continue to be subject to various other laws and regulations. Various laws, regulations and recommendations relating to safe working conditions, laboratory practices, the experimental use of animals, and the purchase, storage, movement, import and export and use and disposal of hazardous or potentially hazardous substances used in connection with our research work are or may be applicable to our activities. Certain agreements entered into by us involving exclusive license rights or acquisitions may be subject to national or supranational antitrust regulatory control, the effect of which cannot be predicted. The extent of government regulation, which might result from future legislation or administrative action, cannot accurately be predicted.

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Legal Proceedings

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No current director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No current director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking activities during the past ten years. No current director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

In addition, there are no material proceedings to which any affiliate of our Company, or any owner of record or beneficially of more than five percent of any class of voting securities of our Company, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. We are not currently involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.

From time to time we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

The following table contains information with respect to our directors and executive officers. To the best of our knowledge, none of our directors or executive officers have an arrangement or understanding with any other person pursuant to which he or she was selected as a director or officer. There are no family relationships between any of our directors or executive officers. Directors hold office until the next annual meeting of shareholders or until their successors have been elected and qualified. Our executive officers are appointed by and serve at the pleasure of the board of directors until their death, resignation, or removal from office.

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Sean Carrick	President, Secretary, and Director	52	July, 2014
Doug Karas	Independent Director	55	April 2016
Lowell Holden	Chief Financial Officer and Director	77	July 2014

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Lowell Holden – Chief Financial Officer and Director - Lowell Holden has been the Chief Financial Officer and Chief Accounting Officer of the Company since May of 2014. Since 1983, Mr. Holden has owned and operated his own consulting firm, LS Enterprises, Inc., which provides business consulting, accounting, and other services to businesses. Mr. Holden has a broad range of business experience including managing, securing financing, structuring of transactions, and is experienced and knowledgeable in managing relationships with customers, financing institutions and stockholders. Presently Mr. Holden serves as the Chief Financial Officer of Skkynet Cloud Systems, Inc (SKKY) and Chief Financial Officer and director of EMR Technology, Chief Executive Officer and director of PTS, Inc (PTSH) and President. Mr. Holden also has a background in assisting companies in fulfilling their financial auditing and SEC reporting requirements. Mr. Lowell Holden has a Bachelor of Science degree from Iowa State University.

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Sean Carrick – President and Director - Sean Carrick brings to Nascent a career that spans more than 25 years of experience building and leading successful medical device, Pharmaceutical and Biotech companies in large, mid-cap and venture-backed stages. Previously, Mr. Carrick served as President of Silver Star Mining Corporation from January 1, 2013 to November 2013 where he was responsible for all business management and strategic direction. Prior to Silverstar, Mr. Carrick served as Director of Sales, Southern US, from August 2010 through November 2012 at Maquet Medical Systems and Florida Director of Sales at the Linvatec Division of Conmed Corporation (December 2007 through July 2010). Mr. Carrick holds a BS Degree in Economics and Business Administration from Duquesne University and strategic leadership and management certificates from the Cogency Group, Eckerd College and Maquet Medical Systems. Mr. Carrick is also a director of EMR Technology Solutions, Inc.

Douglas J. Karas – Independent Director - Douglas J. Karas served as Vice President, Performance Analysis and Investment Risk for Franklin Templeton Companies LLC. Mr. Karas is responsible for investment Regulatory Governance, GIPS® Compliance, Fund Board, Sales and Marketing support. Mr. Karas brings cross-functional leadership and collaboration with a strong customer service focus at all organizational levels. Mr. Karas is an Affiliate member of the Tampa Bay CFA Society. Mr. Karas has been with Franklin Templeton Investments for 18 years. Prior to this position, he was the director- Financial Business Processes & Systems and was responsible for the firm’s corporate finance applications including treasury, accounting, corporate and fund taxation and corporate development and planning. He has extensive operations management, consulting, risk and regulatory compliance, re-engineering, project management, and system development experience. Previous positions with Franklin Templeton include senior manager financial operations, manager financial program management office and manager treasury accounting control compliance. Mr. Karas’ experience cuts across operations and applications and he has exposure to treasury cash, deal and risk; revenue calculations and recognition; external and internal financial reporting (including 10-K/10-Q, Business Line Profitability, Transfer Pricing and Fund Profitability), financial instruments (dollar rolls, derivatives, ABS and MBS- Security set-up and Maintenance, Pricing, Revenue Recognition, etc.); and Procedures of Portfolio Managers and Investment Advisors in accordance with the Securities Act of 1933 and 1934, Investment Company and Investment Advisor Acts of 1940. Prior to joining Franklin Templeton, Mr. Karas held positions with Transamerica Life Companies and Federated Investors. Mr. Karas graduated with a B.S. in business, accounting from the University of Pittsburgh and is a Certified Public Accountant.

Family Relationships

There are no family relationships among any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

There have been no events under any bankruptcy act, any criminal proceedings and any judgments, injunctions, orders, or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

The Board of Directors acts as the Audit Committee and the Board of Directors has no separate committees. The Company has no qualified financial expert at this time because it has not been able to hire a qualified candidate. The Company intends to continue to search for a qualified individual for hire

Committees of the Board

All proceedings of our board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Incorporation laws of the state of Nevada and the bylaws of our company, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

Our company currently does not have nominating, compensation committees or committees performing similar functions nor does our company have a written nominating, compensation, or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately performed by our directors.

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Our company does not have any defined policy or procedure requirements for shareholders to submit recommendations or nominations for directors. The directors believe that, given the early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

Audit Committee and Audit Committee Financial Expert

Our audit committee consists of our outside director Douglas Karas who serves as Chairman of the committee and sole member. Our board of directors has determined that none of the members of our audit committee qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees, and consultants, which is a “code of ethics” as defined by applicable rules of the SEC. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following tables sets for the compensation cash and accrual for all officers and directors during the past three years:

DIRECTORS and OFFICERS - COMPENSATION

								Long-term compensation
		Annual compensation						Awards				Payouts
Name and Principal Position	Year	Salary ($)		Bonus ($)		Other annual compen -sation ($)		Restricted stock award(s) ($)		Securities under- lying options/ SARs (#)		LTIP payouts ($)		All other compen- sation		Total Compensation
Brandon Price(2)- Former	2020		140,000		-		-		45,571		-		-		-		185,571
Executive VP Business	2019		84,000		-		-		--		-		-		-		84,000
Development – Director	2018		63,000		-		-		--		-		-		-		63,000
Sean Carrick	2020		250,000		-		-		75,952		-		-		-		325,952
President-	2019		186,000		-		-		--		-		-		-		186,000
(3)Director	2018		151,000		-		-		--		-		-		-		151,000
Lowell Holden(1)	2020		180,000		-		-		45,751		-		-		-		225,751
CFO,	2019		132,000		-		-		--		-		-		--		132,000
Director	2018		104,000		-		--		--		-		-		-		104,000
Douglas	2020		--		--		--		9,327		--		--		--		9,327
Karas,	2019		--		--		--		--		--		--		--		--
Director	2018		--		--		--		--		--		--		--		--

For the year ended March 31, 2020:

(1) The Chief Financial Officers was paid $29,000 in cash and accrued $151,000 in fees

(2) The Executive Vice President was paid $6,000 in cash and accrued $134,000 in fees

(3) The President and Chief Executive Officer was paid $105,000 and accrued $145,000 in fees

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As of March 31, 2020, the Company has no other Executive Compensation issues which would require the inclusion of other mandated table disclosures.

Narrative Disclosure to Summary Compensation Table

There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of our company.

Stock Option Plan

We have adopted a 2015 Stock Option Plan (the “2015 Plan”) under which we are authorized to issue up to a maximum of 1,500,000 incentive stock options and non-qualified stock options to our directors, officers, employees, and consultants. The 2015 Plan was approved by our stockholders. On March 8, 2020, the Board of Director under their authorization of the Bylaws of the Company increased the authorized options to 10,000,000. The 2015 Plan authorizes the Board of Directors or a committee thereof, to grant awards of incentive stock options and non-qualified stock options upon such terms and conditions as the Board may determine. The Board of Directors administer the 2015 Plan.

As of March 31, 2020, the Company has 1,405,000 options issued and outstanding under our Stock Option Plan which have been granted to three officers and directors and three consultants. Each of the foregoing individuals has been awarded options which will vest in equal annual installments over a four year period with the first 20% vesting at the date of grant. All the options are exercisable between $0.30 and $0.50 per share.

The following table sets forth outstanding options and holders as of March 31, 2020:

Recipient	Title		Number Options
Sean Carrick	Officer and Director			375,000
Brandon Price	Former Officer and Director			375,000
Lowell Holden	Officer and Director			375,000
Employees and consultants as a group		--		280,000
Total				1,405,000

Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Plan Category	(a)		(b)		(c)
Equity compensation plans approved by security holders		10,000,000		--		8,595,000
Equity compensation plans not approved by security holders		--		--		--
Total		10,000,000		--		8,595,000

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The Company utilizes the shares available under the Plan described above to issue shares of stock as compensation to employees, consultants and officers and directors. At the end of each quarter, the Board of Directors of the Company determines the number of shares to be issued pursuant to the Plan.

Compensation of Directors

We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director’s cash compensation for services rendered as a director since our inception through March 31, 2020.

We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors have received stock options to purchase common shares as awarded by our board of directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. No director received and/or accrued any cash compensation for their services as a director, including committee participation and/or special assignments. The directors have been awarded an aggregate of 1,125,000 options for the efforts as directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Employment Agreements

Currently, the Company has employment agreements with all officers.

Board of Directors

Our directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Our officers are appointed by and serves at the discretion of the Board of Directors or until their death, retirement, or removal from office.

Indemnification of Directors and Executive Officers and Limitation of Liability

Nevada law generally permits us to indemnify our directors, officers, employees, and agents. We, as a corporation organized in Nevada, may indemnify our directors, officers, employees, and agents in accordance with Nevada Law. Our Certificate of Incorporation, as amended, does not contain any specific language enhancing or limiting the general Nevada statutory provisions.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and is, therefore, unenforceable.

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DIRECTOR COMPENSATION

Our directors do not receive any compensation for their services as directors of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth certain information concerning the number of shares of common stock owned beneficially as of March 31, 2020 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by us to beneficially own more than 5% of our outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares of common stock they own.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
Common	Douglas Karas- Director 601 21st Street, Suite 300 Vero Beach, FL 32960		160,000		0.25	%
Common	Lowell Holden – CFO & Director 601 21st Street, Suite 300 Vero Beach, FL 32960		6,988,107		10.75	%
Common	Brandon Price- 5% shareholder 601 21st Street, Suite 300 Vero Beach, FL , 32960		7,002,328		10.77	%
Common	Sean Carrick President, Secretary & Director 601 21st Street, Suite 300 Vero Beach, FL 32960		9,701,016		14.92	%
Common	Mark Glassy- 5% shareholder 601 21st Street, Suite 300 Vero Beach, FL 32960		4,276,500		6.58	%
Common	All directors and executive officers as a group (4 persons)		23,691,451		25.69	%

We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Changes in Control

We are not aware of any arrangements that may result in changes in control” as that term is defined by the provisions of Item 403(c) of Regulation S-K.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

On September 1, 2015, the Company entered into five (5) year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts during the year ended March 31, 2020 and September 30, 2020:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		1,218,084		2,246,994
Chief Financial Officer		617,346		733,553		1,350,899
Executive Vice President		617,346		733,553		1,350,899
Total		2,263,602		2,685,190		4,948,792

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		2,325,869		3,354,779
Chief Financial Officer		617,346		1,395,523		2,012,869
Executive Vice President		617,346		1,395,523		1,884,899
Total		2,263,602		4,988,945		7,252,547

In addition, if the officers and directors are removed from the Company, they are entitled to receive a cash severance payment per annum for each year of the term of the contract less salary payments received to date of termination. The table below sets forth the annual salary and annual severance amounts per the contracts:

Officer and Director	Annual Compensation Paid for Fiscal Year		Annual Compensation per Contract for Fiscal Year
President (3)	$	186,000	$	250,000
Chief Financial Officer (1)	$	132,000	$	180,000
Executive Vice President (2)	$	84,000	$	140,000
Total	$	402,000	$	570,000

For the year ended March 31, 2020:

(1) The Chief Financial Officers was paid $29,000 in cash and accrued $151,000 in fees

(2) The Executive Vice President was paid $6,000 in cash and accrued $134,000 in fees

(3) The President and Chief Executive Officer was paid $105,000 and accrued $145,000 in fees

During the years ended March 31, 2019, the Company paid a consultant and former officer of the Company $23,000 and accrued $7,000 in consulting fees.

During the year ended March 31, 2019, the Company issued 600,418 shares of common stock to three officers with a fair value of $130,536 for services and compensation

During the year ended March 31, 2020, three officers and directors and the chairman of the Scientific Board of the Company converted $293,320 of accrued fees into 2,469,536 shares of common stock at $0.10- $0.1725 per share.

During the year ended March 31, 2020 an officer and director of the Company advanced the Company $37,620, $4,250 in cash and $33,370 in payment of accounts payable bills. As of March 31, 2020 the officer and director is owed $21,876.

During the year ended March 31, 2020, the Company issued 1,345,522 shares of common stock to three officers and a director for service with a value of $176,422.

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For the year ended March 31, 2020 the Company paid the related parties (three officers and directors) $140,000 in consulting fees in cash and accrued $430,000 of the consulting fees for a total of $570,000. In addition $26,226 in expenses were accrued for the related parties.

During the year ended March 31, 2020 the Company accrued an additional $854,926 in fees for three officers and directors for the difference of the amount they received or accrued and the amount required per their employment contracts from the inception of the contracts for a balance due related parties of $1,283,607 as of March 31, 2020 compared to $ 88,000 for the same period in 2019.

On June 5, 2019, two officers and directors of the Company converted $99,000 of accrued fees into 639,536 shares of common stock at $0.1548 per share.

On June 28, 2019, the Company issued 137,872 shares of common stock to three officers and a director for service with a value of $25,721.

During the three month period ended June 30, 2019 the Company paid a related party (officer and director) $6,000 of consulting fees in cash and accrued $15,000 of the consulting fees for a total of $21,000.

On July 11, 2019, an officer and director of the Company advanced the Company $10,000. The advance was on demand and bears no interest. On July 26, 2019, the Company repaid the $10,000 advance to the officer and director of the Company.

During the six months ended September 30, 2019 the Company issued 165,372 shares of common stock to three officers and a director for service with a value of $29,241.

During the six month period ended September 30, 2019 the Company paid the related parties (three officers and directors) $59,000 in consulting fees in cash and accrued $120,710 of the consulting fees for a total of $179,710. In addition $6,209 in expenses were accrued for the related parties.

During the six months period ended September 30, 2019, Company paid $4,000 plus had an outstanding accrual of $9,000 with a related party and Chairman of the Scientific Board. During the same period in 2018, Company paid the same related party $9,000 in consulting fees and accrued $6,000 of the fees.

During the six months ended September 30, 2020 four officers and directors were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months period ended September 30, 2020 three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

On September 1, 2020, the Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers and directors are entitled to additional future shares so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company. In addition, the officers ae entitled to future bonuses including a signing bonus totaling $170,000 which was accrued during the period ending September 30, 2020 plus additional bonuses based on their performance.

Officer and Director	Fiscal Year Annualized Compensation Base Being Paid		Non-dilutive shares percentage
President	$	252,000		12	%
Chief Financial Officer	$	180,000		6	%
Total	$	430,000		18	%

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Except as described above, none of the following persons has any direct or indirect material interest in any transaction to which we are a party during the past two years, or in any proposed transaction to which our company is proposed to be a party:

A.	any director or officer;
B.	any proposed nominee for election as a director;
C.	any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our common stock; or
D.	any relative or spouse of any of the foregoing persons, or any relative of such spouse, who has the same house as such person or who is a director or officer of any parent or subsidiary.

Board Independence

Because our Common Stock is not currently listed on a national securities exchange, we have used the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship, which in the opinion of the Company’s Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

· the director is, or at any time during the past three years was, an employee of the company;

· the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

· a family member of the director is, or at any time during the past three years was, an executive officer of the company;

· the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

· the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

· the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

As currently constituted and applying the rules of NASDAQ, one of the members of our Board of Directors is independent. We are committed to eventually establishing a board in which a majority of our members consist of independent directors, as defined under the NASDAQ rules. Our ability to implement this goal will depend upon the growth of the Company and our ability to attract and compensate strategic persons willing to serve in that function.

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We currently act with four directors, consisting of Brandon Price, Lowell Holden, Doug Karas and Sean Carrick. We have a standing but not independent audit committee, but not a standing compensation or nominating committee, for which our entire board of director’s act in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

DESCRIPTION OF SECURITIES

General

The Company’s Articles of Incorporation, as amended, authorize the Company to issue 500,000,000 shares of its Common Stock, par value $0.001 and 50,000,000 shares of preferred stock, par value $0.001.

Common Stock

The Company is authorized by its amended Certificate of Incorporation to issue an aggregate of 500,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”). As of October 30, 2020, 67,180,691 shares of Common Stock were issued and outstanding.

The holders of our Common Stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors; (ii) are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote.

The shares of our Common Stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the shares of our Common Stock and they all rank at equal rate or “pari passu”, each with the other, as to all benefits, which might accrue to the holders of the shares of our Common Stock. All registered shareholders are entitled to receive a notice of any general annual meeting to be convened.

At any general meeting, subject to the restrictions on joint registered owners of shares of our Common Stock, on a showing of hands every shareholder who is present in person and entitled to vote has one vote, and on a poll every shareholder has one vote for each share of our Common Stock of which he is the registered owner and may exercise such vote either in person or by proxy. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Preferred Stock

The Company is authorized to issue an aggregate of 50,000,000 shares of preferred stock, par value $0.001. There are no shares of preferred stock currently issued and outstanding. There are no other classes of preferred stock designated and no shares of preferred stock are issued and outstanding. The Company authorized 1,500,000 shares of Series A Convertible Preferred Stock in July 2019. No Series A Shares are currently issued and outstanding.

The Preferred Stock authorized by our Articles of Incorporation may be issued in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.

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Series A Preferred Stock

The 1,500,000 authorized (740,000 outstanding) Series A Convertible Preferred Stock have no dividends but accrue annual interest of seven percent (7%) payable upon redemption or conversion. The issuance price for Series A Shares is $1.00 per share. Series A Shares may be converted six months after issuance. Without the vote or consent of holders of at least a majority of the shares of Series A Preferred Stock then outstanding, the Company may not (i) authorize, create or issue, or increase the authorized number of shares of, any class or series of capital stock ranking prior to or on a parity with the Series A Preferred Stock, (ii) authorize, create or issue any class or series of Common Stock of the Company other than the Common Stock, (iii) authorize any reclassification of the Series A Preferred Stock, (iv) authorize, create or issue any securities convertible into or exercisable for capital stock prohibited by (i) or (ii), (v) amend this Certificate of Designations or (vi) enter into any merger or reorganization, or disposal of assets involving 20% of the total capitalization of the Company.

Subject to the rights of the holders of any other series of preferred stock ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation and any other class or series of capital stock of the Company ranking senior to or on a parity with the Series A Preferred Stock with respect to liquidation, in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary, the holders of record of the issued and outstanding shares of Series A Preferred Stock shall be entitled to receive, out of the assets of the Company available for distribution to the holders of shares of Series A Preferred Stock, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock and any other series of preferred stock ranking junior to the Series A Preferred Stock with respect to liquidation. The holders of the Series A Preferred Stock are not be entitled to receive dividends per share of Series A Preferred Stock and the Company may after nine months from issuance redeem all or part of the Series A Preferred Stock not converted.

Dividend Policy

We have not declared dividends since our inception. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is TransferOnline, Inc. with an address of 512 SE Salmon Street, Portland, OR 97214. Its phone number is (503) 227-2950.

Other Convertible Securities

As of the date hereof, other than the securities described above, we do not have any other outstanding convertible securities.

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PLAN OF DISTRIBUTION

The common stock offered by this prospectus is being offering by the Selling Security Holders. The common stock may be sold or distributed from time to time by the Selling Share Holders directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market price prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The Selling Security Holders may use any one or more of the following methods when selling securities:

· ordinary brokers’ transactions;

· transactions involving cross or block trades;

· through brokers, dealers, or underwriters may act solely as agents;

· “at the market” into an existing market for the common stock;

· In other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

· in privately negotiated transactions; or ·

· any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Security Holders are “underwriters” within the meaning of Section 2(a)(11) of the Securities Act.

The selling security holders have informed us that they intend to use unaffiliated broker-dealers to effectuate all sales, if any, of the common stock that it may purchase from us pursuant to the Common Stock Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The selling securities holders has informed us that each such broker-dealer will receive commissions from them that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters, or agents participating in the distribution of the shares as agents may receive compensation in the form of commissions, discounts, or concessions from the Selling Security Holders and/or purchasers of the common stock for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer may be less than or in excess of customary commissions. Neither we nor the selling security holders can presently estimate the amount of compensation that any agent will receive.

We know of no existing arrangements between the selling securities holders or any other stockholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the shares offered by this prospectus. At the time a particular offer of shares is made, a prospectus supplement, if required, will be distributed that will set forth the names of any agents, underwriters or dealers and any compensation from the Selling Security Holders, and any other required information.

We will pay the expenses incident to the registration, offering, and sale of the shares to the selling securities holders . We have agreed to indemnify the selling securities holders and certain other persons against certain liabilities in connection with the offering of shares of common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. the selling securities holders have agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the selling securities holders specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities.

The selling securities holders have represented to us that at no time prior to the Common Stock Purchase Agreement has the selling securities holders or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock or any hedging transaction, which establishes a net short position with respect to our common stock. the selling securities holders agreed that during the term of the Common Stock Purchase Agreement, it, its agents, representatives, or affiliates will not enter into or effect, directly or indirectly, any of the foregoing transactions.

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We have advised the selling securities holders that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares offered by this prospectus have been sold by the selling securities holders .

Our common stock is quoted on The OTCQB Market under the symbol “NBIO”.

The Selling Security Holders are “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The Selling Security Holders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Security Holder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

Because the Selling Security Holders are deemed to be an “underwriter” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. Each Selling Security Holder has advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Security Holder.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Security Holders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Security Holders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Security Holders or any other person. We will make copies of this prospectus available to the Selling Security Holders and have informed the Selling Security Holders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

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SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial number of shares of our Common Stock, or the perception that such sales could occur, could adversely affect prevailing market prices for our Common Stock. In addition, any such sale or perception could make it more difficult for us to sell equity, or equity related, securities in the future at a time and price that we deem appropriate. If and when this Registration Statement becomes effective and we become subject to the reporting requirements of the Exchange Act, we might elect to adopt a stock option plan and file a Registration Statement under the Securities Act registering the shares of Common Stock reserved for issuance there under. Following the effectiveness of any such Registration Statement, the shares of Common Stock issued under such plan, other than shares held by affiliates, if any, would be immediately eligible for resale in the public market without restriction.

The sale of shares of our Common Stock which are not registered under the Securities Act, known as “restricted” shares, typically are effected under Rule 144. As of the date of this prospectus we have outstanding an aggregate of 33,745,470 shares of Common Stock of which approximately 27,560,287 shares are restricted Common Stock. All our shares of Common Stock might be sold under Rule 144 after having been held for six months. No prediction can be made as to the effect, if any, that future sales of “restricted” shares of our Common Stock, or the availability of such shares for future sale, will have on the market price of our Common Stock or our ability to raise capital through an offering of our equity securities.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We adopted a 2015 Stock Option Plan (the “2015 Plan”) under which we are authorized to issue up to a maximum of 10,000,000 incentive stock options and non-qualified stock options to our directors, officers, employees, and consultants. The 2015 Plan was approved by our stockholders. The 2015 Plan authorizes the Board of Directors or a committee thereof, to grant awards of incentive stock options and non-qualified stock options upon such terms and conditions as the Board may determine. The Board of Directors administer the 2015 Plan.

As of March 31, 2020, the Company has 1,405,000 options issued and outstanding under our Stock Option Plan which have been granted to three officers and directors and three consultants. Each of the foregoing individuals has been awarded options which will vest in equal annual installments over a four year period with the first 20% vesting at the date of grant. All the options are exercisable between $0.30 and $0.50 per share.

DISCLOSURE OF COMMISSION POSITION

ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Private Corporation Act and our Bylaws. We have agreed to indemnify each of our directors and certain officers against certain liabilities, including liabilities under the Securities Act. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL MATTERS

Poole & Shaffery, LLP will render a legal opinion as to the validity of the securities to be registered hereby.

EXPERTS

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

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The financial statements of the Company included in this prospectus and in the registration, statement have been audited by Fruci & Associates II, PLLC and MaloneBailey, LLP, to the extent and for the period set forth in their report appearing elsewhere herein and in the registration statement and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

As noted in the 8-Kfiled on December 10, 2019 the Company dismissed MaloneBailey, LLP and retained Fruci and Associates II,PLLC as auditor of the Company.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares of Common Stock being offered by this prospectus. This prospectus does not contain all of the information in the registration statement and its exhibits. For further information with respect to us and the Common Stock offered by this prospectus, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference. You may read and copy any document that we file at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of 10:00 am and 3:00 pm. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. All filings we make with the SEC are also available on the SEC’s web site at http://www.sec.gov. You may also request a copy of these filings, at no cost, by writing us at Nascent Biotech Inc., 6330 Nancy Ridge Drive, Suite 105, San Diego, CA 92121.

We are subject to the periodic reporting requirements of the Exchange Act, and we will file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information are available for inspection and copying at the public reference room and website of the SEC referred to above. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We have not incorporated by reference into this prospectus the information contained in, or that can be accessed through, our website, and you should not consider it to be a part of this prospectus.

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NASCENT BIOTECH, INC

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firms	F-2&3
Consolidated Balance Sheets as of March 31, 2020 and 2019 and September 30, 2020	F-4
Consolidated Statements of Operations for the Years Ended March 31, 2020 and  2019 and Six Months Ended September 30, 2020 and 2019	F-5
Consolidated Statements of Stockholders’ Deficit for the Years Ended March 31, 2020 and 2019 and September 30, 2020 and 2019	F-6
Consolidated Statements of Cash Flows for the Years Ended March 31, 2020 and 2019 and September 30, 2020 and 2019	F-7
Notes to the Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Nascent Biotech, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nascent Biotech, Inc. and its subsidiary (collectively, the “Company”) as of March 31, 2019 and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ MaloneBailey, LLP             

www.malonebailey.com

We have served as the Company’s auditor since 2014.

Houston, Texas

July 12, 2019

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  

To the Board of Directors and Shareholders of Nascent Biotech Inc. 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Nascent Biotech Inc. (“the Company”) as of March 31, 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year ended March 31, 2020 and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020, and the results of its operations and its cash flows for the year ended March 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Going Concern 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit, a working capital deficit, and does not have a source of revenue to cover its operating costs. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company’s auditor since December 2019.

Spokane, Washington

June 22, 2020

F-3

NASCENT BIOTECH, INC.

CONSOLIDATED BALANCE SHEETS

	September 30,			March 31,
	2020			2020			2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	99,198		$	3,218		$	131,472
Total current assets		99,198			3,218			131,472
Total assets		99,198		$	3,218		$	131,472
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expense	$	715,154		$	852,664		$	525,636
Convertible note- net of discount		11,250			88,815			--
Derivative liability		13,806			603,836			--
Note payable		-			50,000			--
Due related parties		170,000			1,283,607			88,000
Total current liabilities		910,210			2,878,922			613,636
Total liabilities		910,210			2,878,922			613,636
Commitments and Contingencies					--			--
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000,000 authorized, 60,000 Series A and zero issued and outstanding, respectively		740			60			--
Common stock, $0.001 par value, 100,000,000 authorized, 67,180,691, 44,890,262 and 32,646,635 issued and outstanding, respectively		67,181			44,890			32,647
Additional paid-in capital		16,580,981			13,916,995			12,318,685
Accumulated deficit		(17,459,914	)		(16,837,649	)		(12,833,496	)
Total stockholders’ equity (deficit)		(811,012	)		(2,875,704	)		(482,164	)
Total liabilities and stockholders’ equity	$	99,198		$	3,218		$	131,472

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

F-4

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS 

	Six Months Ended September 30,						Years Ended March 31,
	2020			2019			2020			2019
Operating expenses:
Consulting expense	$	720,735		$	313,040		$	2,832,672		$	--
General and administrative expense		168,171			160,578			320,930			1,114,942
Research and development		223,445			127,653			293,709			254,006
Income (loss) from operations		(1,112,351	)		(601,271	)		(3,447,311	)		(1,368,948	)
Other income (expense):
Interest income		3			6			6			41
Financing cost		(3,000	)		--			---			--
Interest expense		(146,946	)		(4,323	)		(86,632	)		--
Gain (loss) on change in fair value of derivative liabilities		640,030			--			(470,216	)		--
Total other expense		490,087			(4,317	)		(556,848	)		41
Net income (loss) before income tax		(622,265	)		(605,594	)		(4,004,153	)		(1,368,907	)
Income tax		--			--			--			-
Net income (loss)	$	(622,265	)	$	(605,594	)	$	(4,004,153	)	$	(1,368,907	)
Net income (loss) per share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.12	)	$	(0.05	)
Weighted average number of shares outstanding, basic and diluted		57,531,414			33,176,663			34,392,716			30,090,416

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

F-5

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

YEARS ENDED MARCH 31, 2020 AND 2019 AND THREE AND SIX MONTHS ENDED

SEPTEMBER 30, 2020 AND 2019  

											Additional						Total
	Preferred Shares						Common Stock				Paid-In			Accumulated			Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance at March 31, 2018		--		$	--			27,753,365	$	27,754	$	11,350,456		$	(11,464,589	)	$	(86,379	)
Common stock issued for cash		--			--			2,277,142		2,277		640,723			--			643,000
Common stock issued to related parties for service		--			--			600,418		600		129,936			--			130,536
Common stock issued for warrant exercise		--			--			1,665,710		1,666		81,620			--			83,286
Common stock issued for service		--			--			350,000		350		77,550			--			77,550
Option  expense		--			--			--		--		38,400			--			38,400
Net loss		--			--			--		--		--			(1,368,907	)		(1,368,907	)
Balance at March 31, 2019		--			--			32,646,635		32,647		12,318,685			(12,833,496	)		(482,164	)
Common stock issued to Related parties for AP settlement		--			--			639,536		640		98,360			--			99,000
Common stock issued to related parties for service		--			--			137,872		138		25,583			--			25,721
Common stock issued for warrant exercise		--			--			21,427		21		1,050			--			1,071
Common stock issued for service		--			--			50,000		50		9,500						9,550
Net loss		--			--			--		--		--			(273,738	)		(273,738	)
Balance at June 30, 2019 (Unaudited)		--			--			33,495,470	$	33,496	$	12,453,178		$	(13,107,234	)	$	(620,560	)
Common stock issued for service		--			--			250,000		250		37,500			--			37.750
Common stock issued to related parties for service		--			--			27,500		28		3,492			--			3.520
Preferred shares issued for  cash		110,000			220			--		--		109,890						110,000
Net loss		--			--			--		--		--			(331,856	)		(331,856	)
Balance at September 30, 2019		110,000			110			33,772.970	$	33,774	$	12,604,060		$	(13,439,090	)	$	(801,146	)
Balance at March 31, 2019		--			--			32,646,635	$	32,647	$	12,318,685		$	(12,833,496	)	$	(482,164	)
Common stock issued for cash		--			--			1,350,000		1,350		113,650			--			115,000
Common stock issued for service		--			--			6,300,000		6,300		921,000			--			927,300
Common stock issued to related parties for service		--			--			1,345,522		1,345		175,077			--			176,422
Common stock issued for the conversion of preferred shares		(50,000	)		(50	)		757		757		(707	)		--			--
Common stock issued for warrant exercise		--			--			21,427		21		1,050			--			1,071
Common stock issued accrued payables – related party		--			--			2,469,536		2,470		290,850			--			293,320
Preferred shares issued		110,000			110			--		--		109,890			--			110,000
Financing cost		--			--			---		-		(12,500	)		--			(12,500	)
Balance at March 31, 2020		60,000		$	60			44,890,262		44,890		13,916,995			(16,837,649	)		(2,875,704	)
Common stock issued for related parties for service		--			--			2,007,000		2,007		188,908			--			190,915
Common stock issued for related parties for AP settlement		--			--			13,831,101		13,831		1,374,041			--			1,387,872
Common stock issued for service		--			--			677,000		677		84,763			--			85,440
Common stock issued for preferred shares		(60,000	)		(60	)		--		--		--			--			--
Net loss		--			--			--		--		--			(203,971	)		(203,971	)
Balance at June30, 2020 (Unaudited)		--		$	--			62,793,607	$	62,795	$	15,581,388		$	(17,041,620	)	$	(1,397,437	)
Preferred issued for cash		640,000			640			--		--		639,360			--			640,000
Preferred issued for debt		100,000			100			--		--		99,900			--			100,000
Common stock issued for service		--			--			728,572		728		43,423			--			44,151
Common stock issued for service- related parties		--			--			918,115		918		63,350			--			64,268
Common stock issued for convertible debt		--			--			2,677,397		2,677		147,323			--			150.000
Common stock issued for accounts payable		--			--			63,000		63		6,237			--			6,3000
Net loss		--			--			--		--		--			(418,294	)	()418,294)
Balance at September 30, 2020		740,000		$	740			67,180,691	$	67,181	$	16,580,981		$	(17,495,914	)	$	(811,012	)

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

F-6

NASCENT BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended September 30,						Years Ended March 31,
	2020			2019			2020			2019
	(Unaudited)			(Unaudited)
Cash flows from operating activities:
Net loss	$	(622,265	)	$	(605,594	)	$	(4,004,153	)	$	(1,368,907	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		129,591			76,541			927,300			208,436
Stock based compensation- related parties		254,309			--			176,422			--
Option expense		--			--			--			38,400
Change in fair value of derivative liabilities		(640,030	)		--			470,216			--
Debt discount		122,435			--			61,185			--
Financing cost		--			--			(1,250	)		--
Changes in operating assets and liabilities:
Accounts payable and accrued expenses		(112,375	)		151,271			327,028			322,263
Due to related parties		274,265			140,710			1,488,927			88,000
Net cash used in operating activities		(594,020	)		(237,072			(554,325	)		(711,808	)
Cash flows from financing activities:
Proceeds from sale of common stock and warrants		--			--			--			643,000
Proceeds from the sale of common stock		--			--			115,000			--
Proceeds from convertible note		--			--			150,000			--
Proceeds from the sale of preferred shares		640,000			110,000			--
Proceeds from notes payable		50,000			--			50,000
Proceeds from the issuance of preferred shares		--			--			110,000			--
Common stock issued for warrants exercised		--			1,071			1,071			83,286
Net cash provided by financing activities		690,000			111,071			426,071			726,286
Net increase (decrease) in cash		95,960			(126,001	)		(128,254	)		14,478
Cash – beginning of year		3,218			131,472			131,472			116,994
Cash – end of year	$	99,198		$	5,471		$	3,128		$	131,472
SUPPLEMENT DISCLOSURES:
Interest paid	$	--		$	--		$	--		$	--
Income taxes paid	$	--		$	--		$	--		$	--
NON MONETARY TRANSACTIONS
Common stock issued for accounts payable	$	11,300		$	--		$	--		$	--
Common stock issued for payables – related parties	$	1,387,872		$	99,000		$	282,000		$	-
Common stock issued for retiring preferred shares	$	13,011					$	757		$	--
Common stock issued for convertible debt	$	150,000		$	--		$	--		$	--
Preferred shares issued for notes payable	$	100,000		$	--		$	--		$	--

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

F-7

NASCENT BIOTECH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc (“Nascent “the Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada.  

On July 15, 2014 Biotech entered into a reverse merger with Jin-En Group International Holding Company (Jin-En). Jin-En issued 7,500,200 shares of its common stock for all the outstanding shares of Nascent Biotech, Inc. In addition, Jin-En cancelled 15,000,000 shares of its common stock. Prior to the merger Jin-En had 22,829,400 shares outstanding. Jin-En changed its name to Nascent Biotech, Inc. Jin-En had $19,000 of net liabilities at the date of the merger.

The net liabilities of Jin-En consisted of the following as of the date of the merger:

Receivable from Biotech	$	60,000
Accounts payable		(19,000	)
Convertible note		(60,000	)
Net liabilities	$	(19,000	)

The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Nascent is a clinical stage biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer. The Company has contracted to open Phase 1 clinical studies during the third quarter of this calendar year.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation 

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Nascent Biotech, Inc. and its wholly-owned subsidiary Nascent Biologics, Inc. All intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company as of March 31, 2020 did not have any cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of and for the year ended March 31, 2020. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

F-8

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and consultants in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Research and Development Expense

Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future alternative use for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life of the project, or expensed as research and development as the material are consumed, or written off if a product is abandoned. At March 31, 2019 and 2020, the Company had zero capitalized associated with materials held with a future alternative use. The cost of these materials is to be expensed as research and development as the materials are consumed or designated for usage. As the Company is preparing to begin clinical studies using a dose escalation method, it is not feasible to determine if the additional product will be needed for the brain cancer studies.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the asset (3 to 5 years), beginning when the asset is available and ready for use. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. For the years ended March 31, 2019 and 2020, depreciation expense totaled zero, respectively.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. There was no impairment recognized during the years ended March 31, 2019 and 2020.

F-9

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of FASB ASC 740, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. During the year ended March 31, 2020 the Company had a net loss so the options and warrants outstanding were not part the loss per share calculation as they would be antidilutive. Diluted income (loss) per share calculations includes the dilutive effect of warrants and options on the weighted average of the per share calculation.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1— Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2— Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3— Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

F-10

The following table summarizes the change in the fair value of the derivative liabilities during the years ended March 31, 2020 and 2019 and six months ended September 30, 2020:

Fair value as of March 31, 2018	$	--
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		--
Fair value as of March 31, 2019	$	--
Additions at fair value		133,620
Transfers in (out) of Level 3		--
Change in fair value		470,216
Fair value as of March 31, 2020	$	603,836
Change in fair value due to debt conversion		(144,120	)
Change in fair value		(445,910	)
Fair value as of September 30, 2020	$	13,806

Recent Accounting Pronouncements Stock-Based Compensation

In June 2018, the FASB issued an ASU that expanded the scope of Topic 718, Compensation—Stock Compensation, to include share-based payments to nonemployees in exchange for goods and services. That ASU substantially aligned the accounting for share-based payments to nonemployees and employees. However, it required share-based payments to nonemployee customers to be accounted for under Topic 606, Revenue from Contracts with Customers, as a reduction of revenue, similar to other sales incentives To address diversity in these areas, the new guidance requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. ASU No. 2019-08 is effective for entities that have not yet adopted the amendments in ASU No. 2018-07, the amendments in ASU No. 2019-08 are effective for public business entities in fiscal years beginning after December 15, 2019. As the Company has no revenue, this pronouncement will not have any effect on the financial statements.

NOTE 3 - GOING CONCERN

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying consolidated balance sheets, has working capital deficit of $2,875,704 and an accumulated deficit of $16,837,649 as of March 31, 2020. The Company does not have a source of revenue to cover its operating costs. These factors raise substantial doubt about the company’s ability to continue as a going concern.

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

F-11

NOTE 4- RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered into five year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts from inception through year ended March 31, 2020 and six months ended September 30, 2020:     

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		1,218,084		2,246,994
Chief Financial Officer		617,346		733,553		1,350,899
Executive Vice President		617,346		733,553		1,350,899
Total		2,263,602		2,685,190		4,948,792

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		2,325,869		3,354,779
Chief Financial Officer		617,346		1,395,523		2,012,869
Executive Vice President		617,346		1,267,553		1,884,899
Total		2,263,602		4,988,945		7,252,547

In addition, if the officers and directors are removed from the Company, they are entitled to receive a cash severance payment per annum for each year of the term of the contract less salary payments received to date of termination. The table below sets forth the annual salary and annual severance amounts per the contracts:

Officer and Director	Annual Compensation Paid for Fiscal Year		Annual Compensation per Contract for Fiscal Year
President (3)	$	186,000	$	250,000
Chief Financial Officer (1)	$	132,000	$	180,000
Executive Vice President(2)	$	84,000	$	140,000
Total	$	402,000	$	570,000

For the year ended March 31, 2020:

(1) The Chief Financial Officers was paid $29,000 in cash and accrued $151,000 in fees

(2) The Executive Vice President was paid $6,000 in cash and accrued $134,000 in fees

(3) The President and Chief Executive Officer was paid $105,000 in cash and accrued $145,000 in fees

F-12

During the year ended March 31, 2020 the Board of Directors amended the compensation plan so that the total amount per the officer agreements allow for the accrual of the full amount due each officer per their contract. The table below sets forth the annual amounts per the contracts:

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Executive Vice President	$	140,000
Total	$	570,000

During the years ended March 31, 2019, the Company paid a consultant and former officer of the Company $23,000 and accrued $7,000 in consulting fees.

During the year ended March 31, 2019, the Company issued 600,418 shares of common stock to three officers with a fair value of $130,536 for services and compensation

During the year ended March 31, 2020, three officers and directors and the chairman of the Scientific Board of the Company converted $293,320 of accrued fees into 2,469,536 shares of common stock at $0.10- $0.1725 per share.

During the year ended March 31, 2020 an officer and director of the Company advanced the Company $37,620, $4,250 in cash and $33,370 in payment of accounts payable bills. As of March 31, 2020 the officer and director is owed $21,876.

During the year ended March 31, 2020, the Company issued 1,345,522 shares of common stock to three officers and a director for service with a value of $176,422.

For the year ended March 31, 2020 the Company paid the related parties (three officers and directors) $140,000 in consulting fees in cash and accrued $430,000 of the consulting fees for a total of $570,000. In addition $26,226 in expenses were accrued for the related parties.

During the year ended March 31, 2020 the Company accrued an additional $854,926 in fees for three officers and directors for the difference of the amount they received or accrued and the amount required per their employment contracts from the inception of the contracts for a balance due related parties of $1,283,607 as of March 31, 2020 compared to $ 88,000 for the same period in 2019.

On June 5, 2019, two officers and directors of the Company converted $99,000 of accrued fees into 639,536 shares of common stock at $0.1548 per share.

On July 11, 2019, an officer and director of the Company advanced the Company $10,000. The advance was on demand and bears no interest. On July 26, 2019, the Company repaid the $10,000 advance to the officer and director of the Company.

During the six months ended September 30, 2019 the Company issued 165,372 shares of common stock to three officers and a director for service with a value of $29,241.

During the six month period ended September 30, 2019 the Company paid the related parties (three officers and directors) $59,000 in consulting fees in cash and accrued $120,710 of the consulting fees for a total of $179,710. In addition $6,209 in expenses were accrued for the related parties.

F-13

During the six months period ended September 30, 2019, Company paid $4,000 plus had an outstanding accrual of $9,000 with a related party and Chairman of the Scientific Board. During the same period in 2018, Company paid the same related party $9,000 in consulting fees and accrued $6,000 of the fees.

During the six months ended September 30, 2020 four officers and directors were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months period ended September 30, 2020 three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

On September 1, 2020, the Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers and directors are entitled to additional future shares so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company. In addition, the officers ae entitled to future bonuses including a signing bonus totaling $170,000 which was accrued during the period ending September 30, 2020 plus additional bonuses based on their performance.

Officer and Director	Fiscal Year Annualized Compensation Base Being Paid		Non-dilutive shares percentage
President	$	252,000		12	%
Chief Financial Officer	$	180,000		6	%
Total	$	430,000		18	%

NOTE 5 - LICENSE SETTLEMENT

On October 12, 2017, the Company signed a consulting agreement with a former license holder. Under the terms of the agreement the Company, commencing February 1, 2018 will pay the consultant $1,000 per month for 24 months. In addition, the Company will pay the consultant an additional $24,000 during the term of the agreement at the Company’s discretion. In return, the consultant forgave all royalty payments plus any past claims to the product per the previous agreement dated September 21, 2015, plus provide consulting services to the Company as directed by the Company. As of March 31, 2020, the consultant is owed $25,000 .

NOTE 6 - EQUITY

Preferred Stock 

On July 10, 2019, the Company filed an amended articles of Incorporation designating 1,500,000 shares of preferred stock as Series A non-voting Convertible preferred shares convertible into common stock at four shares of common for each one share of preferred.

On July 25, 2019, the Company issued 110,000 shares at $1.00 per share of series A convertible preferred to one entity with a value of $110,000 for cash. As part of the issuance, the Company incurred a fee of $12,500 which was offset against paid in capital. Each share of series A preferred is convertible after 180 days to four shares of common stock ($0.25 per share) or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares and accrues 7% interest annually.

F-14

During the year ended March 31, 2020, the Company redeemed 50,000 preferred shares for 757,142 shares of common stock.

During the six months period ended September 30, 2020 the Company issued 740,000 shares of Series A preferred stock and 3,700,000 warrants; 640,000 for $640,000 in cash and $100,000 for debt. The stock is convertible into common stock at 10 cents per share or 50% of the lowest trading price, whichever is lower 5 days prior to conversion. The Company has the right to convert the shares nine months after the issuance. The warrants are convertible at $0.15 per share within two years of issuance. In addition the Company agreed to filing an S-1 by September 21, 2020 for the common stock to be converted and the underlying common shares for the warrants. The S-1 has not been filed.

During the six months ended September 30, 2020 the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

Common Stock 

During the year ended March 31, 2019 the Company issued 1,277,142 shares of common stock to 15 individuals plus 237,747 warrants to eight individuals for $393,000 in cash. The warrants vest immediately and terminate in one year with conversion prices ranging from $0.05-$0.50.

During the year ended March 31, 2019 the Company issued 1,000,000 shares of common stock to one individual for cash of $250,000.

During year ended March 31, 2019 the Company issued 1,665,710 shares of common stock for the exercise of 1,665,710 warrants for cash of $83,286.

During the year ended March 31, 2019 the Company issued 350,000 shares of common stock of the Company to six individuals with a value of $77,900 for service.

During the year ended March 31, 2019 the Company issued 600,418 shares of common stock to three officers of the Company with a value of $130,536 for service.

During the year ended March 31, 2020, three officers and directors and the chairman of the Scientific Board of the Company converted $293,320 of accrued fees into 2,469,536 shares of common stock at $0.10-$0.17 per share.

During the year ended March 31, 2020 the Company issued 1,350,000 shares of common stock with a value of $115,000 for cash.

During the year ended March 31, 2020 the Company issued 1,345,422 shares of common stock to three officers and a director for service with a value of $176,422.

During the year ended March 31, 2020, two warrant holders exercised 21,427 warrants for common stock at $0.05 per share for cash of $1,071.

During the year ended March 31, 2020 the Company issued 6,300,000 shares of common stock with a value of $927,300 for service.

F-15

During the year ended March 31, 2020 the Company issued 757,142 share of common stock for the conversion of 50,000 shares of preferred stock.

On June 5, 2019, two officers and directors of the Company converted $99,000 of accrued fees into 639,536 shares of common stock at $0.1548 per share.

During June 2019, two warrant holders exercised 21,427 warrants for common stock at $0.05 per share for cash of $1,071.

On June 14, 2019, the Company issued 50,000 share of common stock to one individual with a value of $9,550 for service.

On June 28, 2019, the Company issued 137,872 shares of common stock to three officers and a director for service with a value of $25,721.

During the six months ended September 30, 2020 the Company issued 98,715 shares of common stock with a value of $10,875 for settlement of accounts payable.

During the Six months ended September 30, 2020 the Company issued 1,405,572 shares of common stock with a value of $136,245 for service.

During the six months ended September 30, 2020 the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

During the six months ended September 30, 2020 three officers and a director were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months ended September 30, 2020, the Company issued 2,677,397 shares of common stock for the conversion of $150,000 of convertible debt.

During the six months period ended September 30, 2020 three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

NOTE 7 - OPTIONS

The Company under its 2015 option plan issues options to various officers, directors, and consultants. The options vest in equal annual installments over a five year period with the first 20% vested when the options were granted. All of the options are exercisable at a purchase price based on the last trading price of the Company’s common stock on the date of grant and have a term of 10 years.

On April 1, 2016, the Company issued 40,000 options to a consultant under the 2015 option program. The options are exercisable into the Company’s common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016, the Company entered a consulting agreement under which the consultant was granted 30,000 options. In addition, the consultant received additional option grants of 30,000 options on April 1, 2017 and 40,000 options on April 1, 2018. The options are exercisable into the Company’s common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant.

F-16

On July 20, 2016, the Company granted from the 2015 Option Program 300,000 options each to three officers and directors for a total of 900,000 options being granted. The options are exercisable into the Company’s common stock at an exercise price of $0.301 per share and were vested and expensed at the date of issuance. The fair value at date of granted was determined to be $484,205.

On April 1, 2018, the Company granted from the 2015 Option Program 40,000 options to one consultant. The options are exercisable into the Company’s common stock at an exercise price of $0.25 per share and were vested and expensed at the date of issuance. The fair value at date of granted was determined to be $9,991.

During the years ended March 31, 2019 and 2020, the Company expensed an aggregate of $38,400 and zero, respectively related to its option awards. The unrecognized future balance to be expensed over the remaining vesting term of the options is zero as of March 31, 2020 and $497 as of March 31, 2019.

The following sets forth the options granted and outstanding during the years ended March 31, 2020 and 2019:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2018		1,365,000	$	0.35		7.88		1,236,000	$	--
Granted		40,000		0.25		9.00		16,000		--
Exercised		--		--		--		--		--
Outstanding at March 31, 2019		1,405,000	$	0.34		6.80		1,397,000	$	--
Granted
Exercised
Outstanding at March 31, 2020		1,405,000	$	.34		5.80		1,405,000	$	--

NOTE 8 - WARRANTS

During the year ended March 31, 2019, the Company issued 237,747 warrants for cash proceeds in stock and warrants . Each warrant is exercisable, within one year of the issuance, into one share of the Company’s common stock at $0.05 to $0.50 per share. (See Note 6- Equity)

During the year ended March 31, 2019 seventeen individuals exercised 1,665,710 warrants into 1,665,710 shares of common stock for cash of $83,286. As of March 31, 2019, the Company had total outstanding warrants of 237,747.

During the year ended March 31, 2019, 274,084 warrants expired.

During the year ended March 31, 2020 two individuals exercised 21,427 warrants into 21,427 shares of common stock for cash of $1,071.

During the year ended March 31, 2020, 216,320 warrants expired.

F-17

The weighted average remaining life and intrinsic value of the warrants as of March 31, 2020 was zero.

	Warrants			Weighted Average Exercise Price			Weighted Average Remaining Contract Life		Intrinsic Value
Outstanding at March 31, 2018		1,939,794		$	0.09			.38	$	333,133
Granted		237,747			0.20			.87		--
Expired		(274,084	)		(0.35	)		--		--
					3,700,000
Exercised		(1,665,710	)		0.05			--		--
Outstanding at March 31, 2019		237,747		$	0.20			.25	$	18,470
Granted		--			--			--		--
Exercised		(21,427	)		0.05			--		--
Expired		(216,320	)		0.05			--		--
Outstanding at March 31, 2020		--		$	0.00			0.00	$	--
Granted		3,700,000			0.15			2.0		--
Exercised		--			--			--		--
Expired		(109,276	)		(0.37	)		--		--
Outstanding as of September 30, 2020		3,700,000		$	0.15			1.85	$	--

As of March 31, 2020 there were no warrants outstanding. As of September 30, 2020 there were 3,700,000 warrants outstanding.

NOTE 9 - INCOME TAXES

At March 31, 2020 and 2019, the Company had federal net operating loss carry forwards of approximately $11,293,780 and $8,395,599, respectively.

Components of net deferred tax assets, including a valuation allowance, are as follows at March 31, 2020 and 2019:

	March 31, 2020			March 31, 2019
Deferred tax assets:
Net operating loss	$	2,371,694		$	1,763,076
Less: Valuation allowance		(2,371,694	)		(1,763,076	)
Net deferred tax assets	$	--		$	--

In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s policy is to recognize stock based compensation and interest accrued related to unrecognized tax benefits in expenses and penalties in operating expenses The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of March 31, 2020.

Based on the recent change in corporation tax rates the Company calculated the deferred tax asset for the years ended March 31, 2020 and 2019 at 21%.

The parent Company due to its loses has not filed US Corporate tax returns and is subject to examination back to March 31, 2015.

F-18

NOTE 10 - CONVERTIBLE DEBT

On December 31, 2019, the Company signed a guaranteed interest rate of 7% Convertible note for $161,250 with an OID of $11,250. The note was funded on January 3, 2020 . The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion or $0.078 whichever is lower. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value calculated on the outstanding face value of the note plus guaranteed interest .

On May 7, 2020, The Company issued an 8% $50,000 one year convertible note. The note is convertible into common stock at the lesser of $0.20 per share or 80% of the lowest closing bid five days prior to conversion.

On July 7, 2020, $50,000 of the one year convertible note payable was converted into 50,000 shares of series A preferred

During the six months ended September 30, 2020, the Company issued 2,677,397 shares of common stock for the conversion of $150,000 of convertible debt leaving a balance of $11,250 in principal.

NOTE 11 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

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

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

F-19

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

As of March 31, 2020, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.

The following table represents the change in the fair value of the derivative liabilities during the year ended March 31, 2020:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2019	$	--	$	--	$	--
Debt discount related to new debt		--		--		133,620
Change in fair value of the derivative		--		--		470,216
		--		--
Balance at March 31, 2020	$	--	$	--	$	603,836
Change in fair value due to conversion of debt						(144,1120	)
Change in fair value of the derivative	$	--	$	--		(445,910	)
Balance at September 30, 2020	$	--	$	--	$	13,806

The estimated fair value of the derivative liabilities at March 31, 2020 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	1.80	%
Expected life in years	0.25
Dividend yield	0	%
Expected volatility	214.00	%

NOTE 12 - NOTE PAYABLE

On March 25, 2020, the Company issued a secured note with face value of $50,000. The note matures on July 24, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a product.
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a product
3.	$225,000 payable upon the first BLA approval (or equivalent) of a product.

4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000.
5.	A contingent sales fee upon product sales of 1% of sales or $150,000 whichever is greater.

F-20

As of March 31, 2020 and June 30, 2020 the Company accrued $100,000 of maintenance fees plus interest of $28,000 for a total of $128,000.

On March 9, 2020 the Company by action of the Board of Directors, adopted an Expense Bonus Agreement whereby, at the sale of the Company, ten percent of the sale price will be allocated to direct expenses of the transaction with any unused balance being allocated at 80% to officers and employees and 20% to directors.

NOTE 14 - SUBSEQUENT EVENTS

On October 30, 2020, the Company signed a term sheet with Alpha Holdings, Inc (Alpha) whereby Alpha, subject to a definitive agreement agreeable to both parties will invest US $ 5,000,000 in the Company. The term sheet outlines the terms of the agreement with a projected closure by December 31, 2020 for an initial investment of $2,500,000 and an additional investment of $2,500,000 on about April 30, 2021. The investment will be in the Company’s common stock to be priced at a low of six cents per share and a high of 10 cents per share subject to a 90 day weighted average pricing before closing. Upon completion of the $5,000,000 investment Alpha may elect a majority of the board of directors of the Company.

On October 28, 2020, the Company issued a $82,500 convertible note with an OID of $7,500. The note matures on October 28,2021 and bears fixed interest of 10%. After 180 days the note may be converted into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion.

On November 1, 2020, the Company entered into aa compensation agreement with a director as part of the appointment as Chief Operating Officer.

On November 4, 2020, 90,000 shares of series A convertible preferred shares and $600 of interest were converted into 3,235,714 shares of common stock. The balance of preferred shares outstanding after this conversion is 650,000.

On November 12, 2020, the Company issued a $138,000 convertible note with an OID of $10,000. The note matures on October 28,2021 and bears interest at 10% per annum. After 180 days the note may be converted into common stock of the Company at $0.04 per share or a 30% discount to the VWAC during the 20 days prior to conversion.

On November 12, 2020, 98,285 shares of series A convertible preferred shares of interest were converted into 3,510,214 shares of common stock. The balance of preferred shares outstanding after this conversion is 551,715.

On November 19, 2020, 90,000 shares of series A convertible preferred share and $600 of interest were converted into 3,235,714 shares of common stock. The balance of preferred shares outstanding after this conversion is 461,715.

On November 19, 2020, 101,715 shares of series A convertible preferred shares and $3,874 of interest were converted into 3,771,035 shares of common stock. The balance of preferred shares outstanding after this conversion is 360,000.

On November 19,2020 150,000 shares of common stock was issued as finance cost for debt with a value of $9,000

On November 20, 2020 350,000 shares of common stock was issued to an officer and director as a signing bonus with a value of $19,600.

The Company has evaluated subsequent events to determine events occurring after September 30, 2020 through December 18, 2020 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

No underwriters were involved in the foregoing sales of securities. The issuances of the securities described above were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the stock certificates and option agreements issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

F-21

Item 16 - Exhibits

(a)(3)	Exhibits
	The following exhibits are filed as part of this report:

(b) Exhibits

Exhibit Number	Description
3.1(i)	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form 10 with the Commission on October 28, 2014).
3.1(ii)	Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the registrant’s registration statement on Form 10 with the Commission on October 28, 2014).
3.1(iii)	Certificate of Designation for Series A Convertible Preferred Stock*
3.2	By-Laws (incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form 10 filed with the Commission on October 28, 2014).
4.1	Specimen Stock Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s registration statement on Form 10 filed with the Commission on October 28, 2014).
5.1	Opinion re: Legality*
10.1	Common Stock Purchase Agreement dated August 28, 2019 by and among the Registrant and Triton Funds, LP (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on September 6, 2019).
10.3	Registration Rights Agreement dated August 28, 2019 by and among the Registrant and Triton Funds, LP (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on September 6, 2019)
10.4	Stock purchase agreement*
23.1	Consent of MaloneBailey, LLP *
23.2	Consent of Fruci & Associates II, PLLC*
23.3	Consent of Poole & Shaffery, LLP (included in Exhibit 5.1)
101	XBRL data files of Financial Statements and Notes relating to this Form S-1 **

__________

* filed herewith

** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 relating to this Form S-1 shall be deemed “furnished” and not “filed.”

51

Item 17 - Undertakings

(A)	The undersigned Registrant hereby undertakes:
(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;
	(ii)	Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
	(iii)	Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(B) The issuer is subject to Rule 430C (ss. 230. 430C of this chapter): Each prospectus filed pursuant to Rule 424(b)(ss. 230. 424(b) of this chapter) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss. 230. 430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

52

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, State of California on December 30, 2020.

NASCENT BIOTECH INC.
By:	/s/ Sean Carrick
	Sean Carrick, CEO
By:	/s/ Lowell Holden
	Lowell Holden, CFO

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Sean Carrick	CEO and Director	December 30, 2020
Sean Carrick	(Principal Executive Officer)
/s/ Lowell Holden	CFO and Director	December 30, 2020
Lowell Holden	(Principal Financial and Accounting Officer)
/s/ Douglas Karas	Director	December 30, 2020
Douglas Karas

53

30,000,000 Shares of Common Stock

NASCENT BIOTECH INC.

PROSPECTUS

_____________, 2020

[ cover page ]

54

EX-3.1

EXHIBIT 3.1 (iii)

EX-5.1

EXHIBIT 5.1

Writer’s email: cmcdowell@pooleshaffery.com

December 18, 2020

Nascent Biotech Inc.

6330 Nancy Ridge Drive Suite 105

San Diego CA 92121

Re: Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel to Nascent Biotech Inc., a Nevada corporation (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1 filed with the Commission on September 18, 2019, the “Registration Statement relating to the sale by the Company of up to 30,000,000 shares of common stock, par value $0.001 per share (the “Shares”).

As such counsel, we have participated in the preparation of the Registration Statement and have examined originals or copies of such documents, corporate records and other instruments as we have deemed relevant and have made such examination of law as we have deemed necessary to express the opinion contained herein. As to matters of fact relevant to this opinion, we have relied upon, and assumed without independent verification, the accuracy of certificates of public officials and officers of the Company. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified, facsimile or photostatic copies, and the authenticity of the originals of such copies.

Based upon the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion, assuming no change in the applicable law or pertinent facts, that, following effectiveness of the Registration Statement, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchaser and have been issued by the Company against payment therefor in the circumstances contemplated by the form of common stock purchase agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

This opinion is limited in all respects to the Nevada Private Corporations Act (the “NPCA”) of the State of Nevada, and we express no opinion as to the laws, statutes, rules or regulations of any other jurisdiction. The references and limitations to the NPCA include all applicable Nevada statutory provisions of law and reported judicial decisions interpreting these laws.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus contained in the Registration Statement, and we further consent to the incorporation of this opinion by reference in any registration statement filed pursuant to Rule 462(b) in connection with the offering covered by the Registration Statement. We do not, by giving such consents, admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.

Sincerely,

POOLE & SHAFFERY LLP

/s/ Claudia J. McDowell

Claudia J. McDowell

EX-10.4

EXHIBIT 10.4

Confidential

Private Placement Subscription Agreement

Regulation D

6330 Nancy Ridge Drive Suite 105

San Diego CA 92127

Nascent Biotech Inc.

$1,000,000

1,000,000 Shares of Series A Preferred Convertible

$1.00 per Share

7% Cumulative Interest

5,000,000 Warrants

Minimum Investment: $50,000

PRIVATE PLACEMENT SUBSCRIPTION

Regulation D

Nascent Biotech Inc.

6330 Nancy Ridge Drive Suite 105

San Diego CA 92127

PRIVATE PLACEMENT

INSTRUCTIONS TO SUBSCRIBER:

1.COMPLETE the information on page 3 of this Subscription Agreement.

2.Residents in the United States, COMPLETE the Prospective Investor Suitability Questionnaire attached as Appendix 1 to this Subscription Agreement.

3.EMAIL the competed subscription agreement to Lowell.Holden@nascentbiotech.com or COURIER the originally executed copy of the entire Subscription Agreement, together with the Questionnaires, to the Company at:

Nascent Biotech Inc

6330 Nancy Ridge Drive Suite 105

San Diego CA, CA 92127

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PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

TO: Nascent Biotech Inc. (the “Company”) - Subject and pursuant to the attached “Terms and Conditions” of this Subscription Agreement, including all schedules and appendices attached hereto, the Subscriber hereby irrevocably subscribes for, and on the Closing Date, will purchase from the Company, the following securities at the following price:

Number of Shares Subscribed for: ____________________ Preferred Shares
US$1.00 per Share for a total purchase price of $ _____________________________________________________
The Subscriber previously owns, directly or indirectly, the following securities of the Company:
__________________________________________________________________________________________
[Check if applicable] The Subscriber is an affiliate of the Company
REGISTRATION INSTRUCTIONS	DELIVERY INSTRUCTIONS if different
______________________________________________________________________	____________________________________________________________________________
Name to appear on certificate	Name and account reference, if applicable
______________________________________________________________________	____________________________________________________________________________
Account reference if applicable	Contact name
______________________________________________________________________	____________________________________________________________________________
Address	Address
______________________________________________________________________	____________________________________________________________________________
City, Postal Code	City, Postal Code
______________________________________________________________________	_____________________________________________________________________________
Tax I.D./E.I.N./S.S.N.	Telephone Number

EXECUTED by the Subscriber this _______ day of _____________, 2020.

WITNESS:	EXECUTION BY SUBSCRIBER:
_____________________________________________________________________	☒
Signature of Witness	Signature of individual (if Subscriber is an individual)
_____________________________________________________________________	☒
Name of Witness	Authorized signatory (if Subscriber is not an individual)
_____________________________________________________________________
Address of Witness	Name of Subscriber (please print)
_____________________________________________________________________
	Name of authorized signatory (please print)
ACCEPTED and EFFECTIVE this ______day of ____________________, 2020
NASCENT BIOTECH INC.	Address of Subscriber (residence)
per:
	Telephone Number
_____________________________________________________________________
Authorized Signatory
	E-mail address
	Social Security/Insurance No.:

By signing this acceptance, the Subscriber agrees to be bound by the term and conditions of this Subscription Agreement.

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NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

TERMS AND CONDITIONS

1.Subscription

1.1The above signed (the "Subscriber") hereby irrevocably subscribes for and agrees to purchase the number of shares of the Company's Series A Convertible Preferred Stock (the "Shares") as set out on page 3 of this Subscription Agreement at a price of US$1.00 per Share (such subscription and agreement to purchase being the "Subscription"), for the total subscription price as set out on page 3 of this Subscription Agreement (the "Subscription Proceeds"), which Subscription Proceeds are tendered herewith, on the basis of the representations and warranties and subject to the terms and conditions set forth herein. The Shares, along with the underlying common shares into which the Shares are convertible, are referred to as the “Securities”. Each Series A preferred share is convertible at 10 cents per share or 50% of the lowest closing trade for 5 trading days prior to conversion, which ever is lower, into shares of common stock of the Company or as set out in paragraph 20 in this subscription agreement below. The accumulative interest is convertible into shares of common stock at the same rate for each share of common stock or as set out in paragraph 20 in this subscription agreement below. In addition, The Company will issue one warrant for each two shares subscribed by the Subscriber. Each warrant is convertible within two years of issuance at 150% of the closing price.

1.2The Company hereby agrees to sell, based on the representations and warranties and subject to the terms and conditions set forth herein, to the Subscriber the Shares. Subject to the terms hereof, the Subscription Agreement will be effective upon its acceptance by the Company.

2.Payment

2.1The Subscription Proceeds must accompany this Subscription and shall be paid to the Company by wire transfer, certified cheque, bank draft or money order. The Subscription Proceeds may also be wired to the Company pursuant to the wire instructions attached as an Appendix.

2.2The Subscriber acknowledges and agrees that this Subscription Agreement and any other documents delivered in connection herewith will be held by the Company's lawyers on behalf of the Company. In the event that this Subscription Agreement is not accepted by the Company for whatever reason within 60 days of the delivery of an executed Subscription Agreement by the Subscriber, this Subscription Agreement, the Subscription Proceeds and any other documents delivered in connection herewith will be returned to the Subscriber at the address of the Subscriber as set forth in this Subscription Agreement without interest or deduction.

2.3Where the Subscription Proceeds are paid to the Company, the Company may treat the Subscription Proceeds as a non-interest bearing loan and may use the Subscription Proceeds prior to this Subscription Agreement being accepted by the Company.

3.Questionnaires and Undertaking and Direction

3.1The Subscriber must complete, sign and return to the Company the following documents:

(a)One (1) executed copy of this Subscription Agreement;

(b)the US Questionnaire in the form attached as Appendix 1 if the Subscriber is resident in the United States.

3.2The Subscriber shall complete, sign and return to the Company as soon as possible, on request by the Company, any documents, questionnaires, notices and undertakings as may be required by regulatory authorities, stock exchanges and applicable law.

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4.Closing

4.1Closing of the purchase and sale of the Securities shall be deemed to be effective on such date as may be determined by the Company in its sole discretion (the "Closing Date"). The Subscriber acknowledges that Shares may be issued to other subscribers under this offering (the "Offering") before or after the Closing Date. The Company, may, at its discretion on or before August 31, 2020, elect to close the Offering in one or more closings, in which event the Company may agree with one or more subscribers (including the Subscriber hereunder) to complete delivery of the Securities to such subscriber(s) against payment therefore at any time on or prior to the Closing Date.

5.Acknowledgements of Subscriber

5.1The Subscriber acknowledges and agrees that:

(a)none of the Securities have been registered under the 1933 Act, or under any state securities or “blue sky” laws of any state of the United States, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons, as that term is defined in Regulation S under the 1933 Act (“Regulation S”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 Act;

(b)The Subscriber acknowledges that the Company has not undertaken, but will agree to file a registration statement within 20 days after completion of the financing;

(c)the decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company. If the Company has presented a business plan to the Subscriber, the Subscriber acknowledges that the business plan may not be achieved or be achievable;

(d)the Subscriber and the Subscriber’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the sale of the Securities hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company;

(e)the decision to execute this Subscription Agreement and purchase the Securities agreed to be purchased hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Company and such decision is based solely upon a review of publicly available information regarding the Company (the "Company Information");

(f)the books and records of the Company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by Subscribers during reasonable business hours at its principal place of business and that all documents, records and books in connection with the sale of the Securities hereunder have been made available for inspection by the Subscriber, the Subscriber’s attorney and/or advisor(s);

(g)by execution of this Subscription Agreement the Subscriber has waived the need for the Company to communicate its acceptance of the purchase of the Securities pursuant to this Subscription Agreement;

(h)all information which the Subscriber has provided to the Company in the Questionnaire is correct and complete as of the date the Questionnaire is signed, and if there should be any change in such information prior to the Subscription being accepted by the Company, the Subscriber will immediately provide the Company with such information;

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(i)the Company is entitled to rely on the representations and warranties and the statements and answers of the Subscriber contained in this Subscription Agreement and in the Questionnaire, and the Subscriber will hold harmless the Company from any loss or damage it may suffer as a result of the Subscriber’s failure to correctly complete this Subscription Agreement or the Questionnaire;

(j)it will indemnify and hold harmless the Company and, where applicable, its respective directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber to the Company in connection therewith;

(k)the issuance and sale of the Securities to the Subscriber will not be completed if it would be unlawful or if, in the discretion of the Company acting reasonably, it is not in the best interests of the Company;

(l)it has been advised to consult its own legal, tax and other advisors with respect to the merits and risks of an investment in the Securities and with respect to applicable resale restrictions and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;

(m)none of the Securities are listed on any stock exchange and no representation has been made to the Subscriber that any of the Securities will become listed on any stock exchange or automated dealer quotation system;

(n)it is acquiring the Securities as principal for its own account, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof, in whole or in part, and no other person has a direct or indirect beneficial interest in such Shares;

(o)the Subscriber is acquiring the Securities pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all jurisdictions relevant to this Subscription, and, as a consequence, the Subscriber will not be entitled to use most of the civil remedies available under applicable securities legislation and the Subscriber will not receive information that would otherwise be required to be provided to the Subscriber pursuant to applicable securities legislation;

(p)the Subscriber has been advised that the business of the Company is in a start-up phase and acknowledges that there is no assurance that the Company will raise sufficient funds to adequately capitalize the business or that the business will be profitable in the future;

(q) the Subscriber recognizes that an investment in the Shares involves certain risks and has taken full cognizance of and understand all of the risk factors related to the business objectives of the Company and the purchase of the Shares. An investment in the Shares offered hereby is speculative and involves a high degree of risk and should not be purchased by persons who cannot afford the loss of their entire investment. Prospective investors should carefully consider all such risk factors.

(r) Pending acceptance of this subscription by the Company, all funds paid hereunder shall be deposited by the Company and immediately available to the Company for its corporate purposes. In the event the subscription is not accepted, the subscription funds will constitute a non-interest bearing demand loan of the Subscriber to the Company.

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(s) the Subscriber agrees to indemnify and hold harmless the Company, its officers and directors from and against all damages, losses, costs and expenses (including reasonable attorney’s fees) which they may incur by reason of my failure to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any untrue statement made herein or any breach of the representations and warranties made herein or in any document that I have provided to the Company.

(t)The shares of the preferred stock comprising this offering are not registered under the federal securities laws or qualified under any state securities laws, and they are being sold in reliance upon exemptions under such laws. The exemptions used require, among other things, that the common stock be purchased for investment purposes only, and not with any current view to the distribution or resale thereof. Unless the preferred stock is registered with the SEC and any required state authorities, or an appropriate exemption from such registration is available, a holder of these securities will be unable to liquidate his or her investment in the securities, even though the holder’s personal financial condition may dictate such liquidation. The certificates representing the shares of common stock will bear appropriate legends referring to restrictions on transferability imposed by the Securities Act and applicable state securities laws. The common stock may not be pledged, hypothecated, assigned or otherwise disposed of except as permitted under applicable federal and state securities laws or pursuant to registration or exemption therefrom. Therefore, prospective stockholders who require liquidity in their investments should not invest in the shares.

(u)no documents in connection with the sale of the Securities hereunder have been reviewed by the Securities and Exchange Commission or any state securities administrators;

(v)there is no government or other insurance covering any of the Securities; and

(w)this Subscription Agreement is not enforceable by the Subscriber unless it has been accepted by the Company.

6.Representations, Warranties and Covenants of the Subscriber

(a)The Subscriber hereby represents and warrants to and covenants with the Company (which representations, warranties and covenants shall survive the Closing) that:

(b)the Subscriber is resident in the jurisdiction set forth on page 3 underneath the Subscriber’s name and signature;

(c)the Subscriber has the legal capacity and competence to enter into and execute this Subscription Agreement and to take all actions required pursuant hereto and, if the Subscriber is a corporation, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Subscription Agreement on behalf of the Subscriber;

(d)the Subscriber (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Securities for an indefinite period of time;

(e)the Subscriber has made an independent examination and investigation of an investment in the Securities and the Company and has depended on the advice of its legal and financial advisors and agrees that the Company will not be responsible in anyway whatsoever for the Subscriber’s decision to invest in the Securities and the Company;

(f)all information contained in the Questionnaire is complete and accurate and may be relied upon by the Company and the Subscriber will notify the Company immediately of any material change in any such information occurring prior to the closing of the purchase of the Securities;

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(g)the entering into of this Subscription Agreement and the transactions contemplated hereby do not result in the violation of any of the terms and provisions of any law applicable to, or the constating documents of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber is or may be bound;

(h)the Subscriber has duly executed and delivered this Subscription Agreement and it constitutes a valid and binding agreement of the Subscriber enforceable against the Subscriber;

(i)it understands and agrees that none of the Securities have been registered under the 1933 Act or any state securities laws, and, unless so registered, none may be offered or sold in the United States or, directly or indirectly, to U.S. Persons (as defined herein) except pursuant to an exemption from, or in a transaction not subject to, the Registration Requirements of the 1933 Act and in each case only in accordance with state securities laws;

(j)it is purchasing the Securities for its own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest is such Shares, and the Subscriber has not subdivided his interest in the Securities with any other person;

(k)it can fend for itself in the Subscription and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment;

(l)if it is acquiring the Securities as a fiduciary or agent for one or more investor accounts, it has sole investment discretion with respect to each such account and it has full power to make the foregoing acknowledgments, representations and agreements on behalf of such account;

(m) it understands and agrees that the Company and others will rely upon the truth and accuracy of the acknowledgments, representations and agreements contained in sections 5 and 6 hereof and agrees that if any of such acknowledgments, representations and agreements are no longer accurate or have been breached, it shall promptly notify the Company;

(n) the Subscriber:

(i) is knowledgeable of, or has been independently advised as to, the applicable securities laws of the securities regulators having application in the jurisdiction in which the Subscriber is resident (the “International Jurisdiction”) which would apply to the acquisition of the Securities,

(ii) is purchasing the Securities pursuant to exemptions from prospectus or equivalent requirements under applicable securities laws or, if such is not applicable, the Subscriber is permitted to purchase the Securities under the applicable securities laws of the securities regulators in the International Jurisdiction without the need to rely on any exemptions,

(iii) acknowledges that the applicable securities laws of the authorities in the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any securities regulator of any kind whatsoever in the International Jurisdiction in connection with the issue and sale or resale of any of the Securities, and

(iv) represents and warrants that the acquisition of the Securities by the Subscriber does not trigger:

A. any obligation to prepare and file a prospectus or similar document, or any other report with respect to such purchase in the International Jurisdiction, or

B. any continuous disclosure reporting obligation of the Company in the International Jurisdiction, and

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(o)the Subscriber will, if requested by the Company, deliver to the Company a certificate or opinion of local counsel from the International Jurisdiction which will confirm the matters referred to in subparagraphs (ii), (iii) and (iv) above to the satisfaction of the Company, acting reasonably

(p)the Subscriber is not acquiring the Securities as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(q)no person has made to the Subscriber any written or oral representations:

(i)that any person will resell or repurchase any of the Securities;

(ii)that any person will refund the purchase price of any of the Securities;

(iii)as to the future price or value of any of the Securities; or

(iv)that any of the Securities will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to list and post any of the Securities of the Company on any stock exchange or automated dealer quotation system.

6.2In this Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed thereto in Regulation S and for the purpose of the Subscription includes any person in the United States.

7.Acknowledgement and Waiver

7.1 The Subscriber has acknowledged that the decision to purchase the Securities was solely made on the basis of publicly available information. The Subscriber hereby waives, to the fullest extent permitted by law, any rights of withdrawal, rescission or compensation for damages to which the Subscriber might be entitled in connection with the distribution of any of the Securities.

8.Representations and Warranties will be Relied Upon by the Company

8.1 The Subscriber acknowledges that the representations and warranties contained herein are made by it with the intention that they may be relied upon by the Company and its legal counsel in determining the Subscriber’s eligibility to purchase the Securities under applicable securities legislation, or (if applicable) the eligibility of others on whose behalf it is contracting hereunder to purchase the Securities under applicable securities legislation. The Subscriber further agrees that by accepting delivery of the certificates representing the Securities on the Closing Date, it will be representing and warranting that the representations and warranties contained herein are true and correct as at the Closing Date with the same force and effect as if they had been made by the Subscriber at the Closing Date and that they will survive the purchase by the Subscriber of the Securities and will continue in full force and effect notwithstanding any subsequent disposition by the Subscriber of such Shares.

9.Resale Restrictions

9.1The Subscriber acknowledges that any resale of the Securities will be subject to resale restrictions contained in the securities legislation applicable to each Subscriber or proposed transferee as set forth in paragraph 6 of this Subscription Agreement. The Securities may not be offered or sold in the United States unless registered in accordance with federal securities laws and all applicable state securities laws or exemptions from such registration requirements are available.

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10.Legending and Registration of Subject Securities

10.1 The Subscriber hereby acknowledges that that upon the issuance thereof, and until such time as the same is no longer required under the applicable securities laws and regulations, the certificates representing any of the Securities will bear a legend in substantially the following form:

If the Subscriber is a US person:

“NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.”

10.2The Subscriber hereby acknowledges and agrees to the Company making a notation on its records or giving instructions to the registrar and transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Subscription Agreement.

11.Costs

11.1The Subscriber acknowledges and agrees that all costs and expenses incurred by the Subscriber (including any fees and disbursements of any special counsel retained by the Subscriber) relating to the purchase of the Securities shall be borne by the Subscriber.

12.Governing Law

12.1This Subscription Agreement is governed by the laws of the State of Nevada and the federal laws applicable therein. The Subscriber, in its personal or corporate capacity and, if applicable, on behalf of each beneficial purchaser for whom it is acting, irrevocably attorneys of the jurisdiction of the State of Nevada.

13.Survival

13.1This Subscription Agreement, including without limitation the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the parties hereto notwithstanding the completion of the purchase of the Securities by the Subscriber pursuant hereto.

14.Assignment

14.1This Subscription Agreement is not transferable or assignable.

15.Execution

15.1The Company shall be entitled to rely on delivery by facsimile machine of an executed copy of this Subscription Agreement and acceptance by the Company of such facsimile copy shall be equally effective to create a valid and binding agreement between the Subscriber and the Company in accordance with the terms hereof.

16.Severability

16.1The invalidity or unenforceability of any particular provision of this Subscription Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Subscription Agreement.

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17.Entire Agreement

17.1Except as expressly provided in this Subscription Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Subscription Agreement contains the entire agreement between the parties with respect to the sale of the Securities and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else.

18.Notices

18.1All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Subscriber shall be directed to the address on page 2 and notices to the Company shall be directed to it at the first page of this Subscription Agreement.

19.Counterparts

19.1This Subscription Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

20.Conversion

20.1The shares of Common Stock are issuable upon conversion of the Preferred Stock are subject to registration rights. The Company warrants to file an S-1 registration statement within 21 days following the closing of this offering., at which time Subscriber may convert the Series A preferred shares into common shares of the Company. The Company may after nine months from date of issuance redeem all or part of the Series A preferred shares that have not been converted, up to 9.9% of the outstanding common shares held by the subscriber, into common shares of the Company.

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APPENDIX 1

PROSPECTIVE INVESTOR SUITABILITY QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a US person (as that term is defined Regulation S of the United States Securities Act of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Securities of NASCENT BIOTECH INC. (the “Company”). The purpose of this Questionnaire is to assure the Company that each Subscriber will meet the standards imposed by the 1933 Act and the appropriate exemptions of applicable state securities laws. The Company will rely on the information contained in this Questionnaire for the purposes of such determination. The Securities will not be registered under the 1933 Act in reliance upon the exemption from registration afforded by Section 3(b) and/or Section 4(6) of the 1933 Act. This Questionnaire is not an offer of shares or any other securities of the Company in any state other than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated as confidential. However, by signing and returning this Questionnaire, each Subscriber agrees that, if necessary, this Questionnaire may be presented to such parties as the Company deems appropriate to establish the availability, under the 1933 Act or applicable state securities law, of exemption from registration in connection with the sale of the Securities hereunder.

The Subscriber covenants, represents and warrants to the Company that it satisfies one or more of the categories of “Accredited Investors”, as defined by Regulation D promulgated under the 1933 Act, as indicated below: (Please initial in the space provide those categories, if any, of an “Accredited Investor” which the Subscriber satisfies)

Category 1	An organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Securities, with total assets in excess of US $5,000,000;
Category 2	A natural person whose individual net worth, or joint net worth with that person’s spouse, on the date of purchase exceeds US $1,000,000, excluding the value of such person’s primary residence;
Category 3	A natural person who had an individual income in excess of US $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of US $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

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Category 4	A “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of $5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors;
Category 5	A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States);
Category 6	A director or executive officer of the Company;
Category 7	A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act;
Category 8	An entity in which all of the equity owners satisfy the requirements of one or more of the foregoing categories;

Note that prospective Subscribers claiming to satisfy one of the above categories of Accredited Investor may be required to supply the Company with a balance sheet, prior years’ federal income tax returns or other appropriate documentation to verify and substantiate the Subscriber’s status as an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in reliance upon the Accredited Investor categories above, state the name, address, total personal income from all sources for the previous calendar year, and the net worth (exclusive of home, home furnishings and personal automobiles) for each equity owner of the said entity:

13

The Subscriber hereby certifies that the information contained in this Questionnaire is complete and accurate and the Subscriber will notify the Company promptly of any change in any such information. If this Questionnaire is being completed on behalf of a corporation, partnership, trust or estate, the person executing on behalf of the Subscriber represents that it has the authority to execute and deliver this Questionnaire on behalf of such entity.

IN WITNESS WHEREOF, the undersigned has executed this Questionnaire as of the _______ day of _________________, 2020.

If a Corporation, Partnership or Other Entity:	If an Individual:
______________________________________________ Print of Type Name of Entity ______________________________________________ Signature of Authorized Signatory ______________________________________________ Type of Entity and Tax I.D. No.	_____________________________________________ Signature _____________________________________________ Print or Type Name _____________________________________________ Social Security/Tax I.D. No.

14

APPENDIX 2

Subscription and Payment

Nascent Biotech Inc.

1) Fax Completed Subscription Agreement to scan and email to. Attention: Sean Carrick. seanpc@bellsouth.net

2) Courier or Mail original, executed, Subscription Agreement to address below.

3) Wire Funds: USD to NASCENT BIOTECH INC. See bank details below;

4) Courier Payment along with the Original Subscription Form and Certified Check or Bank Draft in US Dollars for the full amount to:

Nascent Biotech Inc.

6330 Nancy Ridge Drive Suite 105

San Diego, CA 92127

Attention: Lowell Holden CFO

Email: lowell.holden@nascentbiotech.com

TO SEND A WIRE TO THE NASCENT BIOTECH INC. BANK ACCOUNT, YOU WILL NEED TO GIVE THE REMITTING BANK THE FOLLOWING INSTRUCTIONS:

BENEFICIARY BANK:	WELLS FARGO 420 MONTGOMERY SAN FRANCISCO, CA 94104
ABA NUMBER:	121000248
SWIFT CODE:	WFBIUS6S
BENEFICIARY:	NASCENT BIOTECH INC.
ACCOUNT NUMBER:	6744814747

15

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Registration Statement on Form S-1 of our report dated July 12, 2019 with respect to the audited consolidated financial statements of Nascent Biotech, Inc. (the “Company”) for the year ended March 31, 2019. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

/s/ MaloneBailey, LLP

www.malonebailey.com

Houston, Texas

December 18, 2020

EX-23.2

  EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the inclusion in this Registration Statement on Form S-1 (File number yet to be assigned) of our audit report dated June 22, 2020, with respect to the consolidated balance sheet of Nascent Biotech Inc. as of March 31, 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, appearing in the Annual Report on Form 10-K for the year ended March 31, 2020. Our report dated June 22, 2020, relating to aforementioned financial statements, includes an emphasis paragraph relating to substantial doubt of the Company's ability to continue as a going concern.

We also consent to the references to us under the heading “Experts” within the Registration Statement.

 

Fruci & Associates II, PLLC

December 18, 2020

XML

Cover	6 Months Ended
	Sep. 30, 2020
Cover [Abstract]
Entity Registrant Name	Nascent Biotech Inc.
Entity Central Index Key	0001622057
Document Type	S-1/A
Amendment Flag	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Filer Category	Non-accelerated Filer
Entity Ex Transition Period	false

XML

CONSOLIDATED BALANCE SHEETS - USD ($)	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
Current assets:
Cash	$ 99,198	$ 3,218	$ 131,472
Total current assets	99,198	3,218	131,472
Total assets	99,198	3,218	131,472
Current liabilities:
Accounts payable and accrued expense	715,154	852,664	525,636
Convertible note - net of discount	11,250	88,815	0
Derivative liability	13,806	603,836	0
Note payable	0	50,000	0
Due to related parties	170,000	1,283,607	88,000
Total current liabilities	910,210	2,878,922	613,636
Total liabilities	910,210	2,878,922	613,636
Commitments and contingencies	0	0	0
Stockholders' deficit:
Preferred stock, $0.001 par value, 50,000,000 authorized, 740,000 issued and outstanding	740	60	0
Common stock, $0.001 par value; 500,000,000 authorized, 67,180,691 and 44,890,262 issued and outstanding, respectively	67,181	44,890	32,647
Additional paid-in capital	16,580,981	13,916,995	12,318,685
Accumulated deficit	(17,459,914)	(16,837,649)	(12,833,496)
Total stockholders' deficit	(811,012)	(2,875,704)	(482,164)
Total liabilities and stockholder' deficit	$ 99,198	$ 3,218	$ 131,472

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
Stockholders' deficit
Preferred stock, shares par value	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	10,000,000	10,000,000
Series A preferred stock, shares authorized		60,000	60,000
Preferred stock, shares issued	740,000	0	0
Preferred stock, shares outstanding	740,000	0	0
Common stock, shares par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	100,000,000	100,000,000
Common stock, shares issued	67,180,691	44,890,262	32,646,635
Common stock, shares outstanding	67,180,691	44,890,262	32,646,635

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue					$ 0	$ 0
Operating expenses:
Consulting expense	$ 360,920	$ 186,770	$ 720,735	$ 313,040	2,832,672	0
General and administrative expense	110,390	41,890	168,171	160,578	320,930	1,114,942
Research and development	89,693	98,861	223,445	127,653	293,709	254,006
Income (loss) from operations	(561,003)	(327,528)	(1,112,351)	(601,271)	(3,447,311)	(1,368,948)
Other income (expense):
Interest income	0	1	3	6	6	41
Change in fair value	201,464	0	640,030	0	470,216	0
Financing costs	0	0	3,000	0
Interest expense	(58,756)	(4,329)	(146,946)	(4,323)	(86,632)	0
Gain (loss) on change in fair value of derivative liabilities			640,030	0	(470,216)	0
Total other income (expense)	142,711	(4,328)	490,087	(4,317)	(556,848)	41
Net income (loss) before income tax					(4,004,153)	(1,368,907)
Income tax					0	0
Net income (loss)	$ (418,294)	$ (331,856)	$ (622,265)	$ (605,594)	$ (4,004,153)	$ (1,368,907)
Net income (loss) per share, basic and diluted	$ (0.00)	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.12)	$ (0.05)
Weighted average number of shares outstanding, basic and diluted	64,342,645	33,572,695	57,531,414	33,176,663	34,392,716	30,090,416

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance, shares at Mar. 31, 2018		27,753,365
Balance, amount at Mar. 31, 2018	$ (86,379)	$ 27,754	$ 0	$ 11,350,456	$ (11,464,589)
Common stock issued for cash, shares		2,277,142
Common stock issued for cash, amount	643,000	$ 2,277	$ 0	640,723	0
Common stock issued to related parties for service, shares		600,418
Common stock issued to related parties for service, amount	130,536	$ 600	$ 0	129,936	0
Common stock issued for warrant exercise, shares		1,665,710
Common stock issued for warrant exercise, amount	83,286	$ 1,666	$ 0	81,620	0
Common stock issued for service, shares		350,000
Common stock issued for service, amount	77,550	$ 350	$ 0	77,550	0
Option expense	38,400	0	0	38,400	0
Net loss	(1,368,907)	$ 0	$ 0	0	(1,368,907)
Balance, shares at Mar. 31, 2019		32,646,635
Balance, amount at Mar. 31, 2019	(482,164)	$ 32,647	$ 0	12,318,685	(12,833,496)
Common stock issued to related parties for service, shares		137,872
Common stock issued to related parties for service, amount	25,721	$ 138	$ 0	25,583	0
Common stock issued for warrant exercise, shares		21,427
Common stock issued for warrant exercise, amount	1,071	$ 21	$ 0	1,050	0
Common stock issued for service, shares		50,000
Common stock issued for service, amount	9,550	$ 50	$ 0	9,500
Net loss	(273,738)	$ 0	$ 0	0	(273,738)
Common stock issued to Related parties for AP settlement, shares		639,536
Common stock issued to Related parties for AP settlement, amount	99,000	$ 640	$ 0	98,360	0
Balance, shares at Jun. 30, 2019		33,495,470
Balance, amount at Jun. 30, 2019	(620,560)	$ 33,496	$ 0	12,453,178	(13,107,234)
Balance, shares at Mar. 31, 2019		32,646,635
Balance, amount at Mar. 31, 2019	(482,164)	$ 32,647	$ 0	12,318,685	(12,833,496)
Net loss	(605,594)
Balance, shares at Sep. 30, 2019			110,000
Balance, amount at Sep. 30, 2019	(801,146)	$ 33,774	$ 110	12,604,060	(13,439,090)
Balance, shares at Mar. 31, 2019		32,646,635
Balance, amount at Mar. 31, 2019	(482,164)	$ 32,647	$ 0	12,318,685	(12,833,496)
Common stock issued for cash, shares		1,350,000
Common stock issued for cash, amount	115,000	$ 1,350	$ 0	113,650	0
Common stock issued to related parties for service, shares		1,345,522
Common stock issued to related parties for service, amount	176,422	$ 1,345	$ 0	175,077	0
Common stock issued for warrant exercise, shares		21,427
Common stock issued for warrant exercise, amount	1,071	$ 21	$ 0	1,050	0
Common stock issued for service, shares		6,300,000
Common stock issued for service, amount	927,300	$ 6,300	$ 0	921,000	0
Net loss	(4,004,153)
Common stock issued for the conversion of preferred shares, shares		757	(50,000)
Common stock issued for the conversion of preferred shares, amount	0	$ 757	$ (50)	(707)	0
Common stock issued accrued payables - related party, shares		2,469,536
Common stock issued accrued payables - related party, amount	293,320	$ 2,470	$ 0	290,850	0
Preferred shares issued, shares			110,000
Preferred shares issued, amount	110,000	0	$ 110	109,890	0
Financing cost	(12,500)	$ 0	$ 0	(12,500)	0
Balance, shares at Mar. 31, 2020		44,890,262	60,000
Balance, amount at Mar. 31, 2020	(2,875,704)	$ 44,890	$ 60	13,916,995	(16,837,649)
Balance, shares at Jun. 30, 2019		33,495,470
Balance, amount at Jun. 30, 2019	(620,560)	$ 33,496	$ 0	12,453,178	(13,107,234)
Common stock issued to related parties for service, shares		27,500
Common stock issued to related parties for service, amount	3,520	$ 28	$ 0	3,492	0
Common stock issued for service, shares		250,000
Common stock issued for service, amount	37,750	$ 250	$ 0	37,500	0
Net loss	(331,856)	0	$ 0	0	(331,856)
Preferred shares issued for cash, shares			110,000
Preferred shares issued for cash, amount	110,000	0	$ 220	109,890
Balance, shares at Sep. 30, 2019			110,000
Balance, amount at Sep. 30, 2019	(801,146)	$ 33,774	$ 110	12,604,060	(13,439,090)
Balance, shares at Mar. 31, 2020		44,890,262	60,000
Balance, amount at Mar. 31, 2020	(2,875,704)	$ 44,890	$ 60	13,916,995	(16,837,649)
Common stock issued for service, shares		677,000
Common stock issued for service, amount	85,440	$ 677	$ 0	84,763	0
Net loss	(203,971)	$ 0	$ 0	0	(203,971)
Common stock issued to Related parties for AP settlement, shares		13,831,101
Common stock issued to Related parties for AP settlement, amount	1,387,872	$ 13,831	$ 0	1,374,041	0
Common stock issued for related parties for service, shares		2,007,000
Common stock issued for related parties for service, amount	190,915	$ 2,007	$ 0	188,908	0
Common stock issued for preferred shares, shares			(60,000)
Common stock issued for preferred shares, amount	0	$ 0	$ (60)	0	0
Balance, shares at Jun. 30, 2020		62,793,607
Balance, amount at Jun. 30, 2020	(1,397,437)	$ 62,795	$ 0	15,581,388	(17,041,620)
Balance, shares at Mar. 31, 2020		44,890,262	60,000
Balance, amount at Mar. 31, 2020	(2,875,704)	$ 44,890	$ 60	13,916,995	(16,837,649)
Net loss	(622,265)
Balance, shares at Sep. 30, 2020		67,180,691	740,000
Balance, amount at Sep. 30, 2020	(811,012)	$ 67,181	$ 740	16,580,981	(17,495,914)
Balance, shares at Jun. 30, 2020		62,793,607
Balance, amount at Jun. 30, 2020	(1,397,437)	$ 62,795	$ 0	15,581,388	(17,041,620)
Common stock issued for cash, shares		2,677,397
Common stock issued for cash, amount	150,000	$ 2,677	$ 0	147,323	0
Common stock issued for service, shares		728,572
Common stock issued for service, amount	44,151	$ 728	$ 0	43,423	0
Net loss	(418,294)	0	$ 0	0	(418,294)
Preferred issued for cash, shares			640,000
Preferred issued for cash, amount	640,000	0	$ 640	639,360	0
Preferred issued for debt, shares			100,000
Preferred issued for debt, amount	100,000	$ 0	$ 100	99,900	0
Common stock issued for service- related parties, shares		918,115
Common stock issued for service- related parties, amount	64,268	$ 918	$ 0	63,350	0
Common stock issued for accounts payable, shares		63,000
Common stock issued for accounts payable, amount	63,000	$ 63	$ 0	6,237	0
Balance, shares at Sep. 30, 2020		67,180,691	740,000
Balance, amount at Sep. 30, 2020	$ (811,012)	$ 67,181	$ 740	$ 16,580,981	$ (17,495,914)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net loss	$ (622,265)	$ (605,594)	$ (4,004,153)	$ (1,368,907)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	129,591	76,541	927,300	208,436
Stock based compensation- related parties	254,309		176,422
Option expense			0	38,400
(Gain) loss in fair value of derivative liability	(640,030)	0	470,216	0
Debt discount expense	122,435	0	61,185	0
Financing cost			(1,250)	0
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	(112,375)	151,271	327,028	322,263
Due to related parties	274,265	140,710	1,488,927	88,000
Net cash used in operating activities	(594,020)	(237,072)	(554,325)	(711,808)
Cash flows from financing activities:
Common stock issued for exercise of warrants	0	1,071	1,071	83,286
Proceeds from the sale of preferred shares for cash	640,000	110,000	110,000	0
Proceeds from sale of common stock and warrants			0	643,000
Proceeds from notes payable	50,000	0	50,000
Proceeds from the sale of common stock			115,000	0
Proceeds from convertible note			150,000	0
Net cash provided by financing activities	690,000	111,071	426,071	726,286
Net decrease in cash	95,960	(126,001)	(128,254)	14,478
Cash - beginning of year	3,218	131,472	131,472	116,994
Cash - end of period	99,198	5,471	3,218	131,472
SUPPLEMENT DISCLOSURES:
Interest paid	0	0	0	0
Income taxes paid	$ 0	$ 0	$ 0	0
Non Cash Transactions
Common stock issued for conversion of preferred shares	13,011		570,000
Common stock issued for accrued expenses- related party	$ 1,387,872	$ 99,000
Common stock issued for accounts payable	11,300	0
Common stock issued for convertible debt	150,000	0
Preferred shares issued for notes payable	$ 100,000	$ 0
Common stock issued for payables - related parties			$ 282,000	0
Common stock issued for retiring preferred shares			$ 757	$ 0

XML

ORGANIZATION AND NATURE OF OPERATIONS

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Nascent Biotech, Inc. (“Nascent” or the “Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada.

In July, 2014, Jin-En entered into an Exchange Agreement with an entity formerly known as Nascent Biotech, Inc., a Nevada corporation which is now known as Nascent Biologics, Inc. (“Biologics”).  As part of the Exchange Agreement, Jin-En changed its name to “Nascent Biotech Inc.” and the entity formerly known as “Nascent Biotech, Inc.”, changed its name to Nascent Biologics, Inc. and became the Company’s wholly owned subsidiary.

The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Pritumumab has shown to be very effective at low doses in previous clinical studies in Japan. Nascent is a pre-clinical stage biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer.

On March 31, 2017, the Company filed its IND submission with the United States Food and Drug Administration (FDA) for clearance to begin Phase I clinical trials. On December 7, 2018, the Company received a letter from the FDA allowing it to use a specific lot of drug substance to begin phase 1 clinical trials. Due to the low potency testing of the initial lot, this drug substance will not be used in the clinical trials.

On October 30, 2020 the Company filed additional data requests and additional testing of the product and additional materials to answer specific questions from the FDA to remove the partial clinical hold.

The Company has an open clinical trial to begin clinical trials on brain cancer patients projected to start January, 2021.

Nascent Biotech, Inc (“Nascent “the Company”) was incorporated on March 3, 2014 under the laws of the State of Nevada.

On July 15, 2014 Biotech entered into a reverse merger with Jin-En Group International Holding Company (Jin-En). Jin-En issued 7,500,200 shares of its common stock for all the outstanding shares of Nascent Biotech, Inc. In addition, Jin-En cancelled 15,000,000 shares of its common stock. Prior to the merger Jin-En had 22,829,400 shares outstanding. Jin-En changed its name to Nascent Biotech, Inc. Jin-En had $19,000 of net liabilities at the date of the merger.

The net liabilities of Jin-En consisted of the following as of the date of the merger:

Receivable from Biotech	$	60,000
Accounts payable		(19,000	)
Convertible note		(60,000	)
Net liabilities	$	(19,000	)

The Company is actively developing its primary asset Pritumumab for the treatment of brain cancer and pancreatic cancer. Nascent is also actively researching other cancers that have a high probability of benefiting from the therapeutic effects of Pritumumab because they share a common target. Nascent is a clinical stage biopharmaceutical company that focuses on biologic drug candidates that are preparing for initial clinical testing for the treatment of brain and pancreatic cancer. The Company has contracted to open Phase 1 clinical studies during the third quarter of this calendar year.

XML

BASIS OF PRESENTATION

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION

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

The accompanying unaudited interim consolidated financial statements of the Company for the three and six months ended September 30, 2020 and 2019 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information in accordance with Securities and Exchange Commission and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report on Form 10-K for the year ended March 31, 2020. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position and the results of operations for the interim periods presented herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for any subsequent quarters or for an entire year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Nascent Biotech, Inc. and its wholly-owned subsidiary Nascent Biologics, Inc. All intercompany accounts and transactions have been eliminated.

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous release’s guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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

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

The Company accounts for stock-based compensation to employees and consultants in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table summarizes the change in the fair value of the derivative liabilities during the three and six months ended June 30, 2020:

Fair value as of March 31, 2020	$	603,836
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		(590,030	)
Fair value as of September 30, 2020	$	13,806

Basis of Presentation

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

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Nascent Biotech, Inc. and its wholly-owned subsidiary Nascent Biologics, Inc. All intercompany accounts and transactions have been eliminated.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company as of March 31, 2020 did not have any cash equivalents.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of and for the year ended March 31, 2020. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and consultants in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Research and Development Expense

Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future alternative use for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life of the project, or expensed as research and development as the material are consumed, or written off if a product is abandoned. At March 31, 2019 and 2020, the Company had zero capitalized associated with materials held with a future alternative use. The cost of these materials is to be expensed as research and development as the materials are consumed or designated for usage. As the Company is preparing to begin clinical studies using a dose escalation method, it is not feasible to determine if the additional product will be needed for the brain cancer studies.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the asset (3 to 5 years), beginning when the asset is available and ready for use. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. For the years ended March 31, 2019 and 2020, depreciation expense totaled zero, respectively.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. There was no impairment recognized during the years ended March 31, 2019 and 2020.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of FASB ASC 740, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. During the year ended March 31, 2020 the Company had a net loss so the options and warrants outstanding were not part the loss per share calculation as they would be antidilutive. Diluted income (loss) per share calculations includes the dilutive effect of warrants and options on the weighted average of the per share calculation.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1– Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2– Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3– Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table summarizes the change in the fair value of the derivative liabilities during the years ended March 31, 2020 and 2019:

Fair value as of March 31, 2018	$	--
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		--
Fair value as of March 31, 2019	$	--
Additions at fair value		133,620
Transfers in (out) of Level 3		--
Change in fair value		470,216
Fair value as of March 31, 2020	$	603,836

Recent Accounting Pronouncements Stock-Based Compensation

In June 2018, the FASB issued an ASU that expanded the scope of Topic 718, Compensation–Stock Compensation, to include share-based payments to nonemployees in exchange for goods and services. That ASU substantially aligned the accounting for share-based payments to nonemployees and employees. However, it required share-based payments to nonemployee customers to be accounted for under Topic 606, Revenue from Contracts with Customers, as a reduction of revenue, similar to other sales incentives To address diversity in these areas, the new guidance requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. ASU No. 2019-08 is effective for entities that have not yet adopted the amendments in ASU No. 2018-07, the amendments in ASU No. 2019-08 are effective for public business entities in fiscal years beginning after December 15, 2019. As the Company has no revenue, this pronouncement will not have any effect on the financial statements.

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GOING CONCERN

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

GOING CONCERN

NOTE 3 - GOING CONCERN

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

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company, as shown in the accompanying consolidated balance sheets, has working capital deficit of $2,875,704 and an accumulated deficit of $16,837,649 as of March 31, 2020. The Company does not have a source of revenue to cover its operating costs. These factors raise substantial doubt about the company’s ability to continue as a going concern.

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

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RELATED PARTY TRANSACTIONS

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

NOTE 4 - RELATED PARTY TRANSACTIONS

On September 1, 2015, the Company entered five-year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts as of September 30, 2020:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		2,325,869		3,354,779
Chief Financial Officer		617,346		1,395,523		2,012,869
Executive Vice President		617,346		1,267,553		1,884,899
Total		2,263,602		4,988,945		7,252,547

During the year ended March 31, 2020 the Board of Directors amended the compensation plan so that the total amount per the officer agreements allow for the accrual of the full amount due each officer per their contract. The table below sets forth the annual amounts per the contracts:

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Executive Vice President	$	140,000
Total	$	570,000

On June 5, 2019, two officers and directors of the Company converted $99,000 of accrued fees into 639,536 shares of common stock at $0.1548 per share.

On July 11, 2019, an officer and director of the Company advanced the Company $10,000. The advance was on demand and bears no interest. On July 26, 2019, the Company repaid the $10,000 advance to the officer and director of the Company.

During the six months ended September 30, 2019 the Company issued 165,372 shares of common stock to three officers and a director for service with a value of $29,241.

During the six month period ended September 30, 2019 the Company paid the related parties (three officers and directors) $59,000 in consulting fees in cash and accrued $120,710 of the consulting fees for a total of $179,710. In addition $6,209 in expenses were accrued for the related parties.

During the six months period ended September 30, 2019, Company paid $4,000 plus had an outstanding accrual of $9,000 with a related party and Chairman of the Scientific Board. During the same period in 2018, Company paid the same related party $9,000 in consulting fees and accrued $6,000 of the fees.

During the six months ended September 30, 2020 four officers and directors were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months period ended September 30, 2020 three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

On September 1, 2020, the Company entered five-year compensation agreements with two of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers and directors are entitled to additional future shares so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company. In addition, the officers ae entitled to future bonuses including a signing bonus totaling $170,000 which was accrued during the period ending September 30, 2020 plus additional bonuses based on their performance.

Officer and Director	Fiscal Year Annualized Compensation Base Being Paid		Non-dilutive shares percentage
President	$	252,000		12	%
Chief Financial Officer	$	180,000		6	%
Total	$	430,000		18	%

On September 1, 2015, the Company entered into five year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company. The following table sets forth the shares earned under these contracts from inception through year ended March 31, 2020:

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		1,218,084		2,246,994
Chief Financial Officer		617,346		733,553		1,350,899
Executive Vice President		617,346		733,553		1,350,899
Total		2,263,602		2,685,190		4,948,792

In addition, if the officers and directors are removed from the Company, they are entitled to receive a cash severance payment per annum for each year of the term of the contract less salary payments received to date of termination. The table below sets forth the annual salary and annual severance amounts per the contracts:

Officer and Director	Annual Compensation Paid for Fiscal Year		Annual Compensation per Contract for Fiscal Year
President (3)	$	186,000	$	250,000
Chief Financial Officer (1)	$	132,000	$	180,000
Executive Vice President (2)	$	84,000	$	140,000
Total	$	402,000	$	570,000

For the year ended March 31, 2020:

(1) The Chief Financial Officer was paid $29,000 in cash and accrued $151,000 in fees

(2) The Executive Vice President was paid $6,000 in cash and accrued $134,000 in fees

(3) The President and Chief Executive Officer was paid $105,000 in cash and accrued $145,000 in fees.

During the years ended March 31, 2019, the Company paid a consultant and former officer of the Company $23,000 and accrued $7,000 in consulting fees.

During the year ended March 31, 2019, the Company issued 600,418 shares of common stock to three officers with a fair value of $130,536 for services and compensation

During the year ended March 31, 2020, three officers and directors and the chairman of the Scientific Board of the Company converted $293,320 of accrued fees into 2,469,536 shares of common stock at $0.10- $0.1725 per share.

As of March 31, 2019, the Company had $88,000 due to officers and directors.

During the year ended March 31, 2020 an officer and director of the Company advanced the Company $37,620, $4,250 in cash and $33,370 in payment of accounts payable bills. As of March 31, 2020 the officer and director is owed $21,876.

During the year ended March 31, 2020, the Company issued 1,345,522 shares of common stock to three officers and a director for service with a value of $176,422.

For the year ended March 31, 2020 the Company paid the related parties (three officers and directors) $140,000 in consulting fees in cash and accrued $430,000 of the consulting fees for a total of $570,000. In addition $26,226 in expenses were accrued for the related parties.

During the year ended March 31, 2020 the Company accrued an additional $854,926 in fees for three officers and directors for the difference of the amount they received or accrued and the amount required per their employment contracts from the inception of the contracts for a balance due related parties of $1,283,607 as of March 31, 2020 compared to $ 88,000 for the same period in 2019.

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LICENSE SETTLEMENT

12 Months Ended

Mar. 31, 2020

LICENSE SETTLEMENT

NOTE 5 - LICENSE SETTLEMENT

On October 12, 2017, the Company signed a consulting agreement with a former license holder. Under the terms of the agreement the Company, commencing February 1, 2018 will pay the consultant $1,000 per month for 24 months. In addition, the Company will pay the consultant an additional $24,000 during the term of the agreement at the Company’s discretion. In return, the consultant forgave all royalty payments plus any past claims to the product per the previous agreement dated September 21, 2015, plus provide consulting services to the Company as directed by the Company. As of March 31, 2020, the consultant is owed $25,000 .

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EQUITY

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

EQUITY

NOTE 6 - EQUITY

Preferred

On July 25, 2019, the Company issued 110,000 shares of series A convertible preferred to one entity with a value of $110,000 for cash. Each share of series A preferred is convertible after 180 days to four shares of common stock or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares.

During the six months period ended September 30, 2020 the Company issued 740,000 shares of Series A preferred stock and 3,700,000 warrants; 640,000 for $640,000 in cash and $100,000 for debt. The stock is convertible into common stock at 10 cents per share or 50% of the lowest trading price, whichever is lower 5 days prior to conversion. The Company has the right to convert the shares nine months after the issuance. The warrants are convertible at $0.15 per share within two years of issuance. In addition the Company agreed to filing an S-1 by September 21, 2020 for the common stock to be converted and the underlying common shares for the warrants. The S-1 has not been filed.

During the six months ended September 30, 2020 the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

Common

On June 5, 2019, two officers and directors of the Company converted $99,000 of accrued fees into 639,536 shares of common stock at $0.1548 per share.

During June 2019, two warrant holders exercised 21,427 warrants for common stock at $0.05 per share for cash of $1,071.

During the six months period ended September 30, 2019 Company issued 300,000 shares of common stock to two entities with a value of $47,300 for service.

During the six months ended September 30, 2019, the Company issued 165,372 shares of common stock to three officers and a director for service with a value of $29,241.

During the six months ended September 30, 2020 the Company issued 98,715 shares of common stock with a value of $10,875 for settlement of accounts payable.

During the Six months ended September 30, 2020 the Company issued 1,405,572 shares of common stock with a value of $136,245 for service.

During the six months ended September 30, 2020 the Company issued 1,352,529 shares of common stock for the conversion of 60,000 shares of preferred stock.

During the six months ended September 30, 2020 three officers and a director were issued 2,925,115 shares of common stock with a value of $247,655 for service.

During the six months ended September 30, 2020, the Company issued 2,677,397 shares of common stock for the conversion of $150,000 of convertible debt.

During the six months period ended September 30, 2020 three officers of the Company converted $1,387,872 of accrued compensation into 13,831,101 shares of common stock of the Company.

Preferred Stock

On July 10, 2019, the Company filed an amended articles of Incorporation designating 1,500,000 shares of preferred stock as Series A non-voting Convertible preferred shares convertible into common stock at four shares of common for each one share of preferred.

On July 25, 2019, the Company issued 110,000 shares at $1.00 per share of series A convertible preferred to one entity with a value of $110,000 for cash. As part of the issuance, the Company incurred a fee of $12,500 which was offset against paid in capital. Each share of series A preferred is convertible after 180 days to four shares of common stock ($0.25 per share) or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares and accrues 7% interest annually.

During the year ended March 31, 2020, the Company redeemed 50,000 preferred shares for 757,142 shares of common stock

Common Stock

During the year ended March 31, 2019 the Company issued 1,277,142 shares of common stock to 15 individuals plus 237,747 warrants to eight individuals for $393,000 in cash. The warrants vest immediately and terminate in one year with conversion prices ranging from $0.05-$0.50.

During the year ended March 31, 2019 the Company issued 1,000,000 shares of common stock to one individual for cash of $250,000.

During year ended March 31, 2019 the Company issued 1,665,710 shares of common stock for the exercise of 1,665,710 warrants for cash of $83,286.

During the year ended March 31, 2019 the Company issued 350,000 shares of common stock of the Company to six individuals with a value of $77,900 for service.

During the year ended March 31, 2019 the Company issued 600,418 shares of common stock to three officers of the Company with a value of $130,536 for service.

During the year ended March 31, 2020, three officers and directors and the chairman of the Scientific Board of the Company converted $293,320 of accrued fees into 2,469,536 shares of common stock at $0.10-$0.17 per share.

During the year ended March 31, 2020 the Company issued 1,350,000 shares of common stock with a value of $115,000 for cash.

During the year ended March 31, 2020 the Company issued 1,345,422 shares of common stock to three officers and a director for service with a value of $176,422.

During the year ended March 31, 2020, two warrant holders exercised 21,427 warrants for common stock at $0.05 per share for cash of $1,071.

During the year ended March 31, 2020 the Company issued 6,300,000 shares of common stock with a value of $927,300 for service.

During the year ended March 31, 2020 the Company issued 757,142 share of common stock for the conversion of 50,000 shares of preferred stock.

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OPTIONS

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

OPTIONS

NOTE 7 - OPTIONS

As of June 30, 2019 there was no option expenses recognized by the Company and the balance of unrecognized option expense was zero.

The following sets forth the options granted and outstanding during the six months ended September 30, 2020:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2019		1,405,000	$	0.34		5.80		1,405,000	$	--
Granted		--		--		--		--		--
Exercised		--		--		--		--		--
Outstanding at September 30, 2020		1,405,000	$	0.34		5.30		1,405,000	$	--

The weighted average remaining life and intrinsic value of the options as of September 30, 2020, was 5.3 years and zero, respectively.

The Company under its 2015 option plan issues options to various officers, directors, and consultants. The options vest in equal annual installments over a five year period with the first 20% vested when the options were granted. All of the options are exercisable at a purchase price based on the last trading price of the Company’s common stock on the date of grant and have a term of 10 years.

On April 1, 2016, the Company issued 40,000 options to a consultant under the 2015 option program. The options are exercisable into the Company’s common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant. This award to a nonemployee is revalued at each reporting period until completion of services.

On April 1, 2016, the Company entered a consulting agreement under which the consultant was granted 30,000 options. In addition, the consultant received additional option grants of 30,000 options on April 1, 2017 and 40,000 options on April 1, 2018. The options are exercisable into the Company’s common stock at $0.30 per share, have term of 10 years and vest in 5 equal annual installments with the first installment vesting on the date of grant.

On July 20, 2016, the Company granted from the 2015 Option Program 300,000 options each to three officers and directors for a total of 900,000 options being granted. The options are exercisable into the Company’s common stock at an exercise price of $0.301 per share and were vested and expensed at the date of issuance. The fair value at date of granted was determined to be $484,205.

On April 1, 2018, the Company granted from the 2015 Option Program 40,000 options to one consultant. The options are exercisable into the Company’s common stock at an exercise price of $0.25 per share and were vested and expensed at the date of issuance. The fair value at date of granted was determined to be $9,991.

During the years ended March 31, 2019 and 2020, the Company expensed an aggregate of $38,400 and zero, respectively related to its option awards. The unrecognized future balance to be expensed over the remaining vesting term of the options is zero as of March 31, 2020 and $497 as of March 31, 2019.

The following sets forth the options granted and outstanding during the years ended March 31, 2020 and 2019:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2018		1,365,000	$	0.35		7.88		1,236,000	$	--
Granted		40,000		0.25		9.00		16,000		--
Exercised		--		--		--		--		--
Outstanding at March 31, 2019		1,405,000	$	0.34		6.80		1,397,000	$	--
Granted
Exercised
Outstanding at March 31, 2020		1,405,000	$	.34		5.80		1,405,000	$	--

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WARRANTS

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

OPTIONS

NOTE 8 - WARRANTS

During the six months ended June 30, 2019 two individuals exercised 21,427 warrants into 21,427 shares of common stock for cash of $1,071.

During the six months period ended September 30, 2020 the Company granted 3,700,000 warrants to four entities as part of the issuance of 740,000 Series A convertible preferred shares. The warrants expire in two years and convertible into common stock at $0.15 per share.

The Company used the Black Scholes Pricing model to estimate the fair value of the warrants as of grant date, using the following key inputs: market prices of the Company’s common stock at dates of grant between $0.08-0.110 per share, conversion price of $0.15, volatility of 312.5%-314.49% and discount rate of 0.14-0.16%. Based on the fair value of the common stock of $437,000 and recalculated value of the warrants of $349,605 the fair value of the warrants was calculated to be 41 % of the total value or $303,000. During the period ended September 30, 2020 the valuation did not resulted in a deemed dividend from the down round calculation.

							Weighted
				Weighted			Average
				Average			Remaining
				Exercise			Contract		Intrinsic
	Warrants			Price			Life		Value
Outstanding at March 31, 2019		237,747		$	0.20			0.25	$	18,470
Granted		--			--			--		--
Exercised		(21,427	)		0.05			--		--
Expired		(107,044	)		(0.05	)		--		--
Outstanding at June 30, 2019		109,276			-0.05			0.25		---
Granted		3,700,000			0.15			2.0		--
Exercised		--			--			--		--
Expired		(109,276	)		(0.37	)		--		--
Outstanding at September 30, 2020		3,700,000		$	0.15			1.85	$	--

As of September 30, 2020 the Company outstanding warrants totaled 3,700,000.

During the year ended March 31, 2019, the Company issued 237,747 warrants for cash proceeds in stock and warrants. Each warrant is exercisable, within one year of the issuance, into one share of the Company’s common stock at $0.05 to $0.50 per share. S Note 6- Equity)

During the year ended March 31, 2019 seventeen individuals exercised 1,665,710 warrants into 1,665,710 shares of common stock for cash of $83,286. As of March 31, 2019, the Company had total outstanding warrants of 237,747.

During the year ended March 31, 2019, 274,084 warrants expired.

During the year ended March 31, 2020 two individuals exercised 21,427 warrants into 21,427 shares of common stock for cash of $1,071.

During the year ended March 31, 2020, 216,320 warrants expired.

The weighted average remaining life and intrinsic value of the warrants as of March 31, 2020 was zero.

	Warrants			Weighted Average Exercise Price			Weighted  Average Remaining Contract Life		Intrinsic  Value
Outstanding at March 31, 2018		1,939,794		$	0.09			.38	$	333,133
Granted		237,747			0.20			.87		--
Expired		(274,084	)		(0.35	)		--		--
Exercised		(1,665,710	)		0.05			--		--
Outstanding at March 31, 2019		237,747		$	0.20			.25	$	18,470
Granted		--			--			--		--
Exercised		(21,427	)		0.05
Expired		(216,320	)		0.05
Outstanding at March 31, 2020		--		$	0.00			0.00	$	--

As of March 31, 2020 there were no warrants outstanding.

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INCOME TAXES

12 Months Ended

Mar. 31, 2020

INCOME TAXES

NOTE 9 - INCOME TAXES

At March 31, 2020 and 2019, the Company had federal net operating loss carry forwards of approximately $11,293,780 and $8,395,599, respectively.

Components of net deferred tax assets, including a valuation allowance, are as follows at March 31, 2020 and 2019:

	March 31, 2020			March 31, 2019
Deferred tax assets:
Net operating loss	$	2,371,694		$	1,763,076
Less: Valuation allowance		(2,371,694	)		(1,763,076	)
Net deferred tax assets	$	--		$	--

In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company’s policy is to recognize stock based compensation and interest accrued related to unrecognized tax benefits in expenses and penalties in operating expenses The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of March 31, 2020.

Based on the recent change in corporation tax rates the Company calculated the deferred tax asset for the years ended March 31, 2020 and 2019 at 21%.

The parent Company due to its loses has not filed US Corporate tax returns and is subject to examination back to March 31, 2015.

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CONVERTIBLE DEBT

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

LICENSE SETTLEMENT

NOTE 10 - CONVERTIBLE DEBT

On December 31, 2019, the Company signed a guaranteed interest rate of 7% Convertible note for $161,250 with an OID of $11,250. The note was funded on January 3, 2020 . The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion or $0.078 whichever is lower. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value calculated on the outstanding face value of the note plus guaranteed interest .

On May 7, 2020, The Company issued an 8% $50,000 one year convertible note. The note is convertible into common stock at the lesser of $0.20 per share or 80% of the lowest closing bid five days prior to conversion.

On July 7, 2020, $50,000 of the one year convertible note payable was converted into 50,000 shares of series A preferred

During the six months ended September 30, 2020, the Company issued 2,677,397 shares of common stock for the conversion of $150,000 of convertible debt leaving a balance of $11,250 in principal.

On December 31, 2019, the Company signed a guaranteed interest rate of 7% Convertible note for $161,250 with an OID of $11,250. The note was funded on January 3, 2020 . The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion or $0.078 whichever is lower. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value calculated on the outstanding face value of the note plus guaranteed interest.

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

NOTE 11 - FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

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

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.
Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.
Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

As September 30, 2020, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.

The following table represents the change in the fair value of the derivative liabilities during the quarter ended September 30, 2020:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2020	$	--	$	--	$	603,836
Change in fair value due to conversion of debt						(144,120	)
Change in fair value of the derivative		--		--		(445,910	)
		--		--
Balance at September 30, 2020	$	--	$	--	$	13,806

The estimated fair value of the derivative liabilities at September 30, 2020 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	.10	%
Expected life in years	0.25
Dividend yield	0	%
Expected volatility	46.00	%

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

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

Level 1	–	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities, and listed equities.
Level 2	–	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options, and collars.
Level 3	–	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value

As of March 31, 2020, the Company believes the amounts reported for cash, payables, accrued liabilities and amounts due to related parties approximate their fair values due to the nature or duration of these instruments.

The following table represents the change in the fair value of the derivative liabilities during the year ended March 31, 2020:

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2019	$	--	$	--	$	--
Debt discount related to new debt		--		--		133,620
Change in fair value of the derivative		--		--		470,216
		--		--
Balance at March 31, 2020	$	--	$	--	$	603,836

The estimated fair value of the derivative liabilities at March 31, 2020 was calculated using the Binomial Lattice pricing model with the following assumptions:

Risk-free interest rate	1.80	%
Expected life in years	0.25
Dividend yield	0	%
Expected volatility	214.00	%

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NOTE PAYABLE

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

NOTE PAYABLE

NOTE 12 - NOTE PAYABLE

On March 25, 2020, the Company issued a secured note with face value of $50,000. The note matures on July 24, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%. On July 7, 2020 , the $50,000 note payable was converted into 50,000 shares of Series A preferred shares. The interest on the note was forgiven.

On March 25, 2020, the Company issued a secured note with face value of $50,000. The note matures on July 24, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

COMMITMENTS AND CONTINGENCIES

NOTE 13 - COMMITMENTS AND CONTINGENCIES

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a Product;
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a Product
3.	$225,000 payable upon the first Biologics License Application approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000;
5.	A contingent sales fee upon first commercial sale of a product of 1% of sales or $150,000 whichever is greater payable quarterly.

As of September 30, 2020 $178,000 was due for the annual maintenance fee plus interest.

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

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

1.	$100,000 upon the initiation (first dose/first patient) of the first Phase I clinical trial (or equivalent) of a product.
2.	$225,000 upon the initiation (first dose/first patient) of the first Phase III clinical trial (or equivalent) of a product
3.	$225,000 payable upon the first BLA approval (or equivalent) of a product.
4.	Annual maintenance fee upon completion of phase I manufacturing or the transfer of the cell line from Catalent’s control of $50,000.
5.	A contingent sales fee upon product sales of 1% of sales or $150,000 whichever is greater.

As of March 31, 2020 the Company accrued $100,000 of maintenance fees plus interest of $28,000 for a total of $128,000.

On March 9, 2020 the Company by action of the Board of Directors, adopted an Expense Bonus Agreement whereby, at the sale of the Company, ten percent of the sale price will be allocated to direct expenses of the transaction with any unused balance being allocated at 80% to officers and employees and 20% to directors.

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SUBSEQUENT EVENTS

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

SUBSEQUENT EVENTS

NOTE 14 - SUBSEQUENT EVENTS

On October 30, 2020, the Company signed a term sheet with Alpha Holdings, Inc (Alpha) whereby Alpha, subject to a definitive agreement agreeable to both parties will invest US $ 5,000,000 in the Company. The term sheet outlines the terms of the agreement with a projected closure by December 31, 2020 for an initial investment of $2,500,000 and an additional investment of $2,500,000 on about April 30, 2021. The investment will be in the Company’s common stock to be priced at a low of six cents per share and a high of 10 cents per share subject to a 90 day weighted average pricing before closing. Upon completion of the $5,000,000 investment Alpha may elect a majority of the board of directors of the Company.

On October 28, 2020, the Company issued a $82,500 convertible note with an OID of $7,500. The note matures on October 28,2021 and bears fixed interest of 10%. After 180 days the note may be converted into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion.

On November 1, 2020, the Company entered into aa compensation agreement with a director as part of the appointment as Chief Operating Officer.

On November 4, 2020, 90,000 shares of series A convertible preferred shares and $600 of interest were converted into 3,235,714 shares of common stock. The balance of preferred shares outstanding after this conversion is 650,000.

On November 12, 2020, the Company issued a $138,000 convertible note with an OID of $10,000. The note matures on October 28,2021 and bears interest at 10% per annum. After 180 days the note may be converted into common stock of the Company at $0.04 per share or a 30% discount to the VWAC during the 20 days prior to conversion.

On November 12, 2020, 98,285 shares of series A convertible preferred shares of interest were converted into 3,510,214 shares of common stock. The balance of preferred shares outstanding after this conversion is 551,715. The Company has evaluated subsequent events to determine events occurring after September 30, 2020 through November 13, 2020 that would have a material impact on the Company’s financial results or require disclosure and have determined none exist other than those noted above in this footnote.

In April and May 2020, the Company issued 790,279 shares of common stock for the conversion of 35,000 shares of Series A preferred shares plus expenses of $3,000.

In April and May 2020, the Company issued 185,000 shares of common stock to 4 individuals with a value of $29,900 for service.

On May 6, 2020, the Company issued a secured note with face value of $50,000. The note matures on September 5, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.

On May 14, 2020, the Company issued 1,952,381 shares of common stock to two officers and directors with a value of $200,000 for debt due the officers.

On May 12, 2020, the Company issued 417,000 shares of common stock with a value of $50,000 as partial payment for a contractual agreement to commence laboratory studies for the Company.

On June 6, 2020, the Company issued 35,715 shares of common stock to one entity with a value of $5,000 for accounts payable.

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BASIS OF PRESENTATION (Policies)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

BASIS OF PRESENTATION

Basis of Presentation

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

Principle of consolidation

The accompanying consolidated financial statements include the accounts of Nascent Biotech, Inc. and its wholly-owned subsidiary Nascent Biologics, Inc. All intercompany accounts and transactions have been eliminated.

Recent Accounting Pronouncements Stock-Based Compensation

In February 2016, the FASB issued ASU No. 2016-02, Leases. The main provisions of ASU No. 2016-02 require management to recognize lease assets and lease liabilities for all leases. ASU 2016-02 retains a distinction between finance leases and operating leases. The classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the previous release’s guidance. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model, the effect of leases in the statement of comprehensive income and the statement of cash flows is largely unchanged from previous U.S. GAAP. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements and related disclosures.

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

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

The Company accounts for stock-based compensation to employees and consultants in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

In June 2018, the FASB issued an ASU that expanded the scope of Topic 718, Compensation–Stock Compensation, to include share-based payments to nonemployees in exchange for goods and services. That ASU substantially aligned the accounting for share-based payments to nonemployees and employees. However, it required share-based payments to nonemployee customers to be accounted for under Topic 606, Revenue from Contracts with Customers, as a reduction of revenue, similar to other sales incentives To address diversity in these areas, the new guidance requires companies to measure and classify (on the balance sheet) share-based payments to customers by applying the guidance in Topic 718. As a result, the amount recorded as a reduction in revenue would be measured based on the grant-date fair value of the share-based payment. ASU No. 2019-08 is effective for entities that have not yet adopted the amendments in ASU No. 2018-07, the amendments in ASU No. 2019-08 are effective for public business entities in fiscal years beginning after December 15, 2019. As the Company has no revenue, this pronouncement will not have any effect on the financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. The Company as of March 31, 2020 did not have any cash equivalents.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1 – Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3 – Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table summarizes the change in the fair value of the derivative liabilities during the three and six months ended June 30, 2020:

Fair value as of March 31, 2020	$	603,836
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		(590,030	)
Fair value as of September 30, 2020	$	13,806

The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued expenses and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Financial assets and liabilities recorded at fair value in our condensed consolidated balance sheets are categorized based upon a fair value hierarchy established by GAAP, which prioritizes the inputs used to measure fair value into the following levels:

Level 1– Quoted market prices in active markets for identical assets or liabilities at the measurement date.

Level 2– Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable and can be corroborated by observable market data.

Level 3– Inputs reflecting management’s best estimates and assumptions of what market participants would use in pricing assets or liabilities at the measurement date. The inputs are unobservable in the market and significant to the valuation of the instruments.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following table summarizes the change in the fair value of the derivative liabilities during the years ended March 31, 2020 and 2019:

Fair value as of March 31, 2018	$	--
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		--
Fair value as of March 31, 2019	$	--
Additions at fair value		133,620
Transfers in (out) of Level 3		--
Change in fair value		470,216
Fair value as of March 31, 2020	$	603,836

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the periods. The extent to which the COVID-19 pandemic may directly or indirectly impact our business, financial condition, and results of operations is highly uncertain and subject to change. We considered the potential impact of the COVID-19 pandemic on our estimates and assumptions and there was not a material impact to our consolidated financial statements as of and for the year ended March 31, 2020. Actual results could differ from estimates making it reasonably possible that a change in the estimates could occur in the near term.

Stock-Based Compensation

The Company accounts for stock-based compensation to employees and consultants in accordance with FASB ASC 718. Stock-based compensation to employees is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite employee service period. The Company accounts for stock-based compensation to other than employees in accordance with FASB ASC 505-50. Equity instruments issued to other than employees are valued at the earlier of a commitment date or upon completion of the services, based on the fair value of the equity instruments and is recognized as expense over the service period. The Company estimates the fair value of stock-based payments using the Black Scholes option-pricing model for common stock options and warrants and the closing price of the Company’s common stock for common share issuances.

Research and Development Expense

Research and development costs are expensed in the period they are incurred in accordance with ASC 730, Research and Development unless they meet specific criteria related to technical, market and financial feasibility, as determined by management, including but not limited to the establishment of a clearly defined future alternative use for the product, and the availability of adequate resources to complete the project. If all criteria are met, the costs are deferred and amortized over the expected useful life of the project, or expensed as research and development as the material are consumed, or written off if a product is abandoned. At March 31, 2019 and 2020, the Company had zero capitalized associated with materials held with a future alternative use. The cost of these materials is to be expensed as research and development as the materials are consumed or designated for usage. As the Company is preparing to begin clinical studies using a dose escalation method, it is not feasible to determine if the additional product will be needed for the brain cancer studies.

Property and Equipment

Property and equipment is recorded at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the asset (3 to 5 years), beginning when the asset is available and ready for use. Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. For the years ended March 31, 2019 and 2020, depreciation expense totaled zero, respectively.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical-cost carrying value of an asset may no longer be appropriate. The Company assesses recoverability of the asset by comparing the undiscounted future net cash flows expected to result from the asset to its carrying value. If the carrying value exceeds the undiscounted future net cash flows of the asset, an impairment loss is measured and recognized. An impairment loss is measured as the difference between the net book value and the fair value of the long-lived asset. Fair value is estimated based upon either discounted cash flow analysis or estimated salvage value. There was no impairment recognized during the years ended March 31, 2019 and 2020.

Income Taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

The Company accounts for income taxes under the provisions of FASB ASC 740, Accounting for Income Taxes. It prescribes a recognition threshold and measurement attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the Company has applied a more-likely-than-not recognition threshold for all tax uncertainties. The guidance only allows the recognition of those tax benefits that have a greater than 50% likelihood of being sustained upon examination by the various taxing authorities.

Basic and Diluted Net Income (Loss) per Share

Basic net income (loss) per share calculations are calculated on the basis of the weighted average number of common shares outstanding during the year. During the year ended March 31, 2020 the Company had a net loss so the options and warrants outstanding were not part the loss per share calculation as they would be antidilutive. Diluted income (loss) per share calculations includes the dilutive effect of warrants and options on the weighted average of the per share calculation.

Principle of consolidation

The accompanying consolidated financial statements include the accounts of Nascent Biotech, Inc. and its wholly-owned subsidiary Nascent Biologics, Inc. All intercompany accounts and transactions have been eliminated.

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ORGANIZATION AND NATURE OF OPERATIONS (Tables)

12 Months Ended

Mar. 31, 2020

ORGANIZATION AND NATURE OF OPERATIONS

Schedule net liabilities of Jin-En

Receivable from Biotech	$	60,000
Accounts payable		(19,000	)
Convertible note		(60,000	)
Net liabilities	$	(19,000	)

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BASIS OF PRESENTATION (Tables)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

BASIS OF PRESENTATION

Schedule of Summarizes of change in the fair value of the derivative liabilities

Fair value as of March 31, 2020	$	603,836
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		(590,030	)
Fair value as of September 30, 2020	$	13,806

Fair value as of March 31, 2018	$	--
Additions at fair value		--
Transfers in (out) of Level 3		--
Change in fair value		--
Fair value as of March 31, 2019	$	--
Additions at fair value		133,620
Transfers in (out) of Level 3		--
Change in fair value		470,216
Fair value as of March 31, 2020	$	603,836

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RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

RELATED PARTY TRANSACTIONS (Tables)

Schedule of shares earned by related party

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		1,218,084		2,246,994
Chief Financial Officer		617,346		733,553		1,350,899
Executive Vice President		617,346		733,553		1,350,899
Total		2,263,602		2,685,190		4,948,792

Schedule of annual salary and annual severance amounts

Officer and Director	Annual Compensation Paid for Fiscal Year		Annual Compensation per Contract for Fiscal Year
President (3)	$	186,000	$	250,000
Chief Financial Officer (1)	$	132,000	$	180,000
Executive Vice President (2)	$	84,000	$	140,000
Total	$	402,000	$	570,000

Schedule of additional bonus

Officer and Director	Fiscal Year Annualized Compensation Base Being Paid		Non-dilutive shares percentage
President	$	252,000		12	%
Chief Financial Officer	$	180,000		6	%
Total	$	430,000		18	%

Schedule of shares earned by related party

Officer and Director	Initial Share Awards Under the Contracts		Additional Shares Earned to Maintain Ownership Percentage		Total Shares Earned
President		1,028,910		2,325,869		3,354,779
Chief Financial Officer		617,346		1,395,523		2,012,869
Executive Vice President		617,346		1,267,553		1,884,899
Total		2,263,602		4,988,945		7,252,547

Schedule of annual salary and annual severance amounts

Officer and Director	Fiscal Year Annualized Compensation Being Paid
President	$	250,000
Chief Financial Officer	$	180,000
Executive Vice President	$	140,000
Total	$	570,000

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OPTIONS (Tables)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

OPTIONS

Schedule of Summary of stock options aoutstanding

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2019		1,405,000	$	0.34		5.80		1,405,000	$	--
Granted		--		--		--		--		--
Exercised		--		--		--		--		--
Outstanding at September 30, 2020		1,405,000	$	0.34		5.30		1,405,000	$	--

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contract Life		Number of Options Exercisable		Intrinsic Value
Outstanding at March 31, 2018		1,365,000	$	0.35		7.88		1,236,000	$	--
Granted		40,000		0.25		9.00		16,000		--
Exercised		--		--		--		--		--
Outstanding at March 31, 2019		1,405,000	$	0.34		6.80		1,397,000	$	--
Granted
Exercised
Outstanding at March 31, 2020		1,405,000	$	.34		5.80		1,405,000	$	--

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WARRANTS (Tables)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

OPTIONS

Schedule of Summary of warrants outstanding

							Weighted
				Weighted			Average
				Average			Remaining
				Exercise			Contract		Intrinsic
	Warrants			Price			Life		Value
Outstanding at March 31, 2019		237,747		$	0.20			0.25	$	18,470
Granted		--			--			--		--
Exercised		(21,427	)		0.05			--		--
Expired		(107,044	)		(0.05	)		--		--
Outstanding at June 30, 2019		109,276			-0.05			0.25		---
Granted		3,700,000			0.15			2.0		--
Exercised		--			--			--		--
Expired		(109,276	)		(0.37	)		--		--
Outstanding at September 30, 2020		3,700,000		$	0.15			1.85	$	--

	Warrants			Weighted Average Exercise Price			Weighted  Average Remaining Contract Life		Intrinsic  Value
Outstanding at March 31, 2018		1,939,794		$	0.09			.38	$	333,133
Granted		237,747			0.20			.87		--
Expired		(274,084	)		(0.35	)		--		--
Exercised		(1,665,710	)		0.05			--		--
Outstanding at March 31, 2019		237,747		$	0.20			.25	$	18,470
Granted		--			--			--		--
Exercised		(21,427	)		0.05
Expired		(216,320	)		0.05
Outstanding at March 31, 2020		--		$	0.00			0.00	$	--

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INCOME TAXES (Tables)

12 Months Ended

Mar. 31, 2020

INCOME TAXES

Summary of net deferred tax assets

	March 31, 2020			March 31, 2019
Deferred tax assets:
Net operating loss	$	2,371,694		$	1,763,076
Less: Valuation allowance		(2,371,694	)		(1,763,076	)
Net deferred tax assets	$	--		$	--

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Tables)

6 Months Ended

12 Months Ended

Sep. 30, 2020

Mar. 31, 2020

FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES

Schedule of Fair value of the derivative liabilities

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2020	$	--	$	--	$	603,836
Change in fair value due to conversion of debt						(144,120	)
Change in fair value of the derivative		--		--		(445,910	)
		--		--
Balance at September 30 30, 2020	$	--	$	--	$	13,806

	Level 1		Level 2		Level 3
Fair value of derivative liability as of March 31, 2019	$	--	$	--	$	--
Debt discount related to new debt		--		--		133,620
Change in fair value of the derivative		--		--		470,216
		--		--
Balance at March 31, 2020	$	--	$	--	$	603,836

Schedule of Assumption to calculate fair value of liability

Risk-free interest rate	.10	%
Expected life in years	0.25
Dividend yield	0	%
Expected volatility	46.00	%

Risk-free interest rate	1.80	%
Expected life in years	0.25
Dividend yield	0	%
Expected volatility	214.00	%

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ORGANIZATION AND NATURE OF OPERATIONS (Details) - USD ($)	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jul. 15, 2014
Accounts payable	$ 715,154	$ 852,664	$ 525,636
Convertible note	$ 11,250	88,815	$ 0
Jin-En Group International Holding Company [Member]
Receivable from Biotech		60,000
Accounts payable		(19,000)
Convertible note		(60,000)
Net liabilities		$ (19,000)		$ (19,000)

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ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Jul. 15, 2014
Common stock outstanding shares	67,180,691	44,890,262	32,646,635
Jin-En Group International Holding Company [Member]
Common stock outstanding shares				22,829,400
Common stock, issued shares				7,500,200
Common stock cancelled shares				15,000,000
Net liabilities		$ (19,000)		$ (19,000)

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BASIS OF PRESENTATION (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019
BASIS OF PRESENTATION
Beginning Balance			$ 603,836		$ 0	$ 0
Additions at fair value			0
Additions at fair value					133,620	0
Transfers in (out) of Level 3			0		0	0
Change in fair value			(590,030)
Ending Balance			13,806		603,836	0
Change in fair value	$ 201,464	$ 0	$ 640,030	$ 0	$ 470,216	$ 0

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SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Mar. 31, 2020
Minimum [Member]
Property and equipment useful life	3 years
Maximum [Member]
Property and equipment useful life	5 years

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GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
GOING CONCERN
Working capital deficit		$ (2,875,704)
Accumulated Deficit	$ (17,459,914)	$ (16,837,649)	$ (12,833,496)

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RELATED PARTY TRANSACTIONS (Details) - shares	6 Months Ended	12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020
Initial Share Awards Under the Contracts	2,263,602	2,263,602
Additional Shares Earned to Maintain Ownership Percentage	4,988,945	2,685,190
Total Shares Earned	7,252,547	4,948,792
President and Chief Executive Officer [Member]
Initial Share Awards Under the Contracts	1,028,910	1,028,910
Additional Shares Earned to Maintain Ownership Percentage	2,325,869	1,218,084
Total Shares Earned	3,354,779	2,246,994
Chief Financial Officer [Member]
Initial Share Awards Under the Contracts	617,346	617,346
Additional Shares Earned to Maintain Ownership Percentage	1,395,523	733,553
Total Shares Earned	2,012,869	1,350,899
Executive Vice President [Member]
Initial Share Awards Under the Contracts	617,346	617,346
Additional Shares Earned to Maintain Ownership Percentage	1,267,553	733,553
Total Shares Earned	1,844,899	1,350,899

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RELATED PARTY TRANSACTIONS (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020
Annual Compensation Paid for Fiscal Year		$ 402,000
Fiscal Year Annualized Compensation Being Paid	$ 570,000
Annual Compensation per Contract for Fiscal Year		570,000
President and Chief Executive Officer [Member]
Annual Compensation Paid for Fiscal Year		186,000
Fiscal Year Annualized Compensation Being Paid	250,000
Annual Compensation per Contract for Fiscal Year		250,000
Chief Financial Officer [Member]
Annual Compensation Paid for Fiscal Year		132,000
Fiscal Year Annualized Compensation Being Paid	180,000
Annual Compensation per Contract for Fiscal Year		180,000
Executive Vice President [Member]
Annual Compensation Paid for Fiscal Year		84,000
Fiscal Year Annualized Compensation Being Paid	$ 140,000
Annual Compensation per Contract for Fiscal Year		$ 140,000

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RELATED PARTY TRANSACTIONS (Details 2)	6 Months Ended
	Sep. 30, 2020 USD ($)
Fiscal Year Annualized Compensation Base Being Paid	$ 430,000
Non-dilutive shares percentage	0.18%
President and Chief Executive Officer [Member]
Fiscal Year Annualized Compensation Base Being Paid	$ 252,000
Non-dilutive shares percentage	0.12%
Chief Finanicial Officers [Member]
Fiscal Year Annualized Compensation Base Being Paid	$ 180,000
Non-dilutive shares percentage	0.06%

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended			12 Months Ended
	Jul. 26, 2019	Jun. 05, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018	Mar. 31, 2020	Mar. 31, 2019	Jul. 11, 2019
Signing bonus amount					$ 170,000
Compensation agreements description					the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 18% of the outstanding shares of the Company as additional future shares are issued. The officers and directors are entitled to additional future shares so their aggregate ownership percentage remains at 18% of the future outstanding shares of the Company.
Common shares issued, shares					13,011			570,000
Expenses related party								$ 26,226
Due to related parties			$ 170,000		$ 170,000			1,283,607	$ 88,000
Consulting fees			$ 360,920	$ 186,770	$ 720,735	$ 313,040		2,832,672	0
Common stock, shares issued for services					1,405,572
President and Chief Executive Officer [Member]
Cash								105,000
Accrued fees								145,000
Chief Financial Officer [Member]
Cash								29,000
Accrued fees								151,000
Executive Vice President [Member]
Cash								6,000
Accrued fees								134,000
Four Officers and Directors [Member]
Common stock, shares issued for services					2,925,115
Common stock, shares issued for services, amount					$ 247,655
Former Officer [Member]
Accrued consulting fees									7,000
Consulting fees									23,000
Officers And Director [Member]
Due to related parties								21,876	88,000
Cash								4,250
Advances to related party								37,620
Payment of accounts payable bills								$ 33,370
One Officers And Director [Member]
Related party advance										$ 10,000
Repayment of related part debt	$ 10,000
Three Officers and Director [Member]
Common shares issued, shares						165,372		1,345,422
Due to related parties								$ 1,283,607	88,000
Accrued consulting fees								430,000
Consulting fees						$ 59,000		$ 140,000
Common stock, shares issued for services					2,925,115	165,372		1,345,522
Common stock, shares issued for services, amount					$ 247,655	$ 29,241		$ 176,422
Accrued compensation converted amount					1,387,872
Common stock shares issued for compensation					$ 13,831,101
Accrued consulting fees related party						120,710
Accrued additional fees								$ 854,926
Total consulting fees						179,710
Accrued expenses						6,209
Three Officers and Director [Member] | September 1, 2015 [Member]
Officers and directors employment agreement terms, description					The Company entered five-year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company.			the Company entered into five year employment contracts with three of its officers and directors. Under the terms of the agreements the Company issued shares of common stock to the officers and directors equaling 11% of the outstanding shares of the Company as of the date of the contracts. As additional future shares are issued, the officers and directors are entitled to additional shares, so their aggregate ownership percentage remains at 11% of the outstanding shares of the Company.
Three Officers and Director [Member] | Minimum [Member]
Conversion price per share								$ 0.10
Three Officers and Director [Member] | Maximum [Member]
Conversion price per share								$ 0.1725
Two Officers And Director [Member]
Conversion price per share		$ 0.1548
Accrued compensation converted amount		$ 99,000				$ 130,536		$ 293,320	$ 130,536
Accrued fees converted amount, shares		639,536				600,418		2,469,536	600,418
Related party and Chairman [Member]
Accrued consulting fees related party						$ 9,000	$ 6,000
Payment for consulting fees						$ 4,000	$ 9,000

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LICENSE SETTLEMENT (Details Narrative)		3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 12, 2017 USD ($) integer	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Consulting fees		$ 360,920	$ 186,770	$ 720,735	$ 313,040	$ 2,832,672	$ 0
Consulting agreement [Member]
Number of installments, consideration for license | integer	24
Monthly installment payment	$ 1,000
Consulting fees payable	$ 24,000
Consulting fees						$ 25,000

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EQUITY (Details Narrative) - USD ($)		1 Months Ended							6 Months Ended		12 Months Ended
	Nov. 12, 2020	Nov. 20, 2020	Nov. 19, 2020	Oct. 28, 2020	Dec. 31, 2019	Jul. 25, 2019	Jun. 30, 2019	Jun. 05, 2019	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019	Jul. 10, 2019
Common shares issued, amount											$ 115,000
Common shares issued, shares											1,350,000
Common stock shares issued upon conversion of debt		350,000	150,000						2,677,397
Common stock shares issued for services											6,300,000
Debt instrument converted amount									$ 150,000
Common stock shares value for services, amount											$ 927,300
Conversion of common stock shares issued									60,000		757,142
Common stock shares issued for services									1,405,572
Conversion of preferred stock shares issued									1,352,529		50,000
Common shares issued, for settlement of accounts payable									98,715
Settlemet of accounts payable									$ 10,875
Common shares issued, shares									13,011		570,000
Warrants granted, shares									3,700,000			16,000
Preferred stock, shares par value									$ 0.001		$ 0.001	$ 0.001
Conversion description	After 180 days the note may be converted into common stock of the Company at $0.04 per share or a 30% discount to the VWAC during the 20 days prior to conversion.			After 180 days the note may be converted into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion
Preferred stock, shares issued									740,000		0	0
Preferred stock, shares authorized									50,000,000		10,000,000	10,000,000
7% Convertible Note [Member]
Common shares issued, shares											757,142
Warrants granted, shares									3,700,000
Preferred stock, shares par value						$ 1.00
Conversion description					The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion or $0.078 whichever is lower. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value calculated on the outstanding face value of the note plus guaranteed interest	Each share of series A preferred is convertible after 180 days to four shares of common stock ($0.25 per share) or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares and accrues 7% interest annually.
Preferred stock issued for cash, shares									640,000
Preferred stock, shares issued						110,000			740,000
Preferred stock, shares authorized													1,500,000
Preferred stock shares, value						$ 110,000
Convertible, description									The stock is convertible into common stock at 10 cents per share or 50% of the lowest trading price, whichever is lower 5 days prior to conversion. The Company has the right to convert the shares nine months after the issuance. The warrants are convertible at $0.15 per share within two years of issuance.
Debt									$ 100,000
Incurred fee						$ 12,500
Redeemed preferred shares											50,000
Two Warrant holders [Member]
Common stock, price per share								$ 0.05			$ 0.05
Warrants Exercised							21,427				21,427
Warrants exercised value							$ 1,071				$ 1,071
Warrants [Member]
Warrants granted, shares												1,665,710
Warrants Exercised												1,665,710
Warrants exercised value												$ 83,286
Three Officers and Director [Member]
Common stock shares issued for services									2,925,115	165,372	1,345,522
Common shares issued, shares										165,372	1,345,422
Common stock shares value for services, amount									$ 247,655	$ 29,241	$ 176,422
Accrued compensation converted amount									1,387,872
Accrued fees converted amount											$ 293,320
Accrued fees converted amount, shares											2,469,536
Common stock shares issued for compensation, shares									13,831,101
Common shares issued, amount											$ 176,422
Three Officers and Director [Member] | Minimum [Member]
Common stock, price per share											$ 0.10
Conversion price per share											0.10
Three Officers and Director [Member] | Maximum [Member]
Common stock, price per share											0.17
Conversion price per share											$ 0.1725
Two Officers And Director [Member]
Accrued compensation converted amount								$ 99,000		$ 130,536	$ 293,320	$ 130,536
Conversion price per share								$ 0.1548
Accrued fees converted amount, shares								639,536		600,418	2,469,536	600,418
Three Officers [Member]
Common stock shares issued for services												600,418
Common stock shares value for services, amount									247,655			$ 130,536
Fifteen Individuals [Member]
Common shares issued, amount												$ 393,000
Common shares issued, shares												1,277,142
Warrants granted, shares												237,747
Common stock description												The warrants vest immediately and terminate in one year with conversion prices ranging from $0.05-$0.50.
Six Individual [Member]
Common stock shares issued for services												350,000
Common stock shares value for services, amount									$ 247,655			$ 77,900
One Individual [Member]
Common stock shares issued for services										300,000
Common shares issued, shares												1,000,000
Common stock shares value for services, amount										$ 47,300
Common shares issued, amount												$ 250,000

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OPTIONS (Details) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
Options
Number of option Outstanding, Beginning	1,405,000	1,405,000	1,365,000
Outstanding option, granted			40,000
Outstanding option, exercised
Number of option exercisable, Ending		1,405,000	1,405,000
Number of option outstanding, ending	1,405,000
Weighted average exercise price
Weighted average exercise price, Beginning	$ 0.34	$ 0.34	$ 0.35
Weighted average exercise price, Granted	0		0.25
Weighted average exercise price, Exercised	0
Weighted average exercise price, Ending	$ 0.34	$ 0.34	$ 0.34
Weighted Average Remaining Contract Life
Weighted Average Remaining Contract life, Beginning	5 years 9 months 18 days	6 years 9 months 18 days	7 years 10 months 17 days
Weighted Average Remaining Contract life, granted			9 years
Weighted Average Remaining Contract life, Ending	5 years 3 months 18 days	5 years 9 months 18 days	6 years 9 months 18 days
Number of option exercisable
Outstanding option, Beginning	1,405,000	1,397,000	1,236,000
Outstanding option, granted	3,700,000		16,000
Outstanding option, Ending	1,405,000	1,405,000	1,397,000
Intrinsic value
Intrinsic value, Beginning	$ 0

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OPTIONS (Details Narrative)	1 Months Ended	6 Months Ended	12 Months Ended
	Jul. 20, 2016 USD ($) integer $ / shares shares	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($) integer $ / shares shares	Mar. 31, 2019 USD ($)
Vest percentage at grant			20.00%
Common stock exercisable term			10 years
Option expense | $			$ 0	$ 38,400
Unrecognized future balance to be expensed | $			$ 0	$ 497
Options vested description			The options vest in equal annual installments over a five year period with the first 20% vested when the options were granted.
Option [Member]
Weighted average remaining life		5 years 3 months 18 days
Intrinsic value | $		$ 0
Option 1 [Member] | April 1, 2018 [Member]
Common stock exercisable term			10 years
Exercise price of options | $ / shares			$ 0.30
Number of installments vest | integer			5
Options granted			40,000
Option 1 [Member] | April 1, 2016 [Member]
Common stock exercisable term			10 years
Exercise price of options | $ / shares			$ 0.30
Number of installments vest | integer			5
Options granted			30,000
Issued options			40,000
Option 1 [Member] | April 1, 2017 [Member]
Options granted			30,000
Option 2 [Member] | April 1, 2018 [Member]
Exercise price of options | $ / shares	$ 0.301		$ 0.25
Options granted	900,000
Issued options	300,000		40,000
Numbers of officers and directors issued | integer	3
Fair value of option granted | $	$ 484,205		$ 9,991

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WARRANTS (Details) - USD ($)	3 Months Ended		6 Months Ended	12 Months Ended
	Sep. 30, 2020	Jun. 30, 2019	Sep. 30, 2020	Mar. 31, 2020	Mar. 31, 2019
Intrinsic value
Intrinsic value, Beginning			$ 0
Warrants [Member]
Number of warrants
Outstanding warrants, Beginning	109,276	237,747		237,747	1,939,794
Outstanding warrants, granted	3,700,000				237,747
Outstanding warrants, Expired	(109,276)	(107,044)		(216,320)	(274,084)
Outstanding warrants, Exercised		(21,427)		(21,427)	(1,665,710)
Outstanding warrants, Ending	3,700,000	109,276			237,747
Weighted average exercise price
Weighted average exercise price, Beginning	$ 0.05	$ 0.20		$ 0.20	$ 0.09
Weighted average exercise price, Granted	0.15	0			0.20
Weighted average exercise price, Expired	(0.37)	(0.05)		0.05	(0.35)
Weighted average exercise price, Exercised		0.05		0.05	0.05
Weighted average exercise price, Ending	$ 0.15	$ 0.05		$ 0.00	$ 0.20
Weighted Average Remaining Contract life
Weighted Average Remaining Contract life, Beginning	2 months 30 days	2 months 30 days		2 months 30 days	4 months 17 days
Weighted Average Remaining Contract life, Granted	2 years				10 months 13 days
Weighted Average Remaining Contract life, Ending	2 months 30 days	1 year 10 months 6 days		0 years	2 months 30 days
Intrinsic value
Intrinsic value, Beginning	$ 18,470			$ 18,470	$ 333,133
Intrinsic value, Ending				$ 0	$ 18,470

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WARRANTS (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended			12 Months Ended
	Jun. 06, 2020	May 12, 2020	Sep. 30, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2020	Mar. 31, 2019	Jun. 05, 2019
Conversion price			$ 0.15
Fair value of the warrants calculation description			the fair value of the warrants was calculated to be 41 % of the total value or $303,000
Fair value of warrants			$ 349,605
Outstanding warrants, granted			3,700,000				16,000
Fair value of common stock	$ 5,000	$ 50,000	$ 150,000	$ 0
Common stock price per share			$ 0.001			$ 0.001	$ 0.001
Preferred stock shares issued			740,000			0	0
Four Entities [Member] | Series A Convertible Preferred Stock [Member]
Outstanding warrants, granted			3,700,000
Preferred stock shares issued			740,000
Price per share			$ 0.15
Warrants expiry term			2 years
Minimum [Member]
Common stock price per share			$ 0.08
Exercise price of warrants							$ 0.05
Discount rate			0.14%
Volatility			3.125%
Maximum [Member]
Common stock price per share			$ 0.110
Exercise price of warrants							0.50
Discount rate			0.16%
Volatility			3.1449%
Two Warrant holders [Member]
Common stock price per share					$ 0.05		$ 0.05
Warrants exercised					21,427		21,427
Common stock issued upon warrant exercised					21,427		21,427
Proceeds from exercise of warrants					$ 1,071		$ 1,071
Price per share						$ 0.05		$ 0.05
Warrants [Member]
Fair value of warrants			$ 303,000
Outstanding warrants, granted							1,665,710
Fair value of common stock			$ 437,000
Common shares issued upon exercise of warrants							1,665,710
Common shares issued upon exercise of warrants, value							$ 83,286
Warrants issued, shares							237,747
Warrants expired, shares						216,320	274,084
Warrants exercisable period						$ 1

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INCOME TAXES (Details) - USD ($)	Mar. 31, 2020	Mar. 31, 2019
Deferred tax assets:
Net operating loss	$ 2,371,694	$ 1,763,076
Less: Valuation allowance	(2,371,694)	(1,763,076)
Net deferred tax assets	$ 0	$ 0

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INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
INCOME TAXES
Federal net operating loss carry forwards	$ (11,293,780)	$ (8,395,599)
Federal tax rate	21.00%	21.00%

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CONVERTIBLE DEBT (Details Narrative) - USD ($)					1 Months Ended					6 Months Ended
	Nov. 12, 2020	Nov. 04, 2020	Jul. 07, 2020	May 07, 2020	Nov. 20, 2020	Nov. 19, 2020	Oct. 28, 2020	Dec. 31, 2019	Jul. 25, 2019	Sep. 30, 2020
Convertible debt										$ 150,000
Common stock shares issued upon conversion of debt					350,000	150,000				2,677,397
Debt instrument converted amount										$ 150,000
Original issue discount	$ 10,000						$ 7,500			$ 11,250
Conversion price, Description	After 180 days the note may be converted into common stock of the Company at $0.04 per share or a 30% discount to the VWAC during the 20 days prior to conversion.						After 180 days the note may be converted into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion
Series A Convertible Preferred Stock [Member]
Common stock shares issued upon conversion of debt	98,285	90,000	50,000			90,000
Debt instrument converted amount			$ 50,000
7% Convertible Note [Member]
Convertible debt								$ 161,250
Original issue discount								$ 11,250
Conversion price, Description								The note is convertible into common stock of the Company after 180 days at the rate of 60% of the lowest trading price for twenty days prior to conversion or $0.078 whichever is lower. The note may be repaid to the issuer within 180 days from issuance at variable premium rates of 115% to 135% above face value calculated on the outstanding face value of the note plus guaranteed interest	Each share of series A preferred is convertible after 180 days to four shares of common stock ($0.25 per share) or at the lowest of: (i) the fixed conversion price; (ii) the equitant of 70% of the lowest closing price for the 20 days prior to the conversion of the preferred shares and accrues 7% interest annually.
8% Convertible Note [Member]
Convertible debt				$ 50,000
Conversion price, Description				The note is convertible into common stock at the lesser of $0.20 per share or 80% of the lowest closing bid five days prior to conversion.

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details) - USD ($)	6 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019
Change in fair value due to conversion of debt	$ 122,435	$ 0	$ 61,185	$ 0
Level 3 [Member]
Fair value of derivative liability	603,836	0	0
Change in fair value due to conversion of debt	(1,441,120)
Debt discount related to new debt			133,620
Change in fair value of the derivative	(445,910)		470,216
Total fair value of derivative liability	13,806		603,836
Level 2 [Member]
Fair value of derivative liability	0	0	0
Change in fair value of the derivative	0		0
Total fair value of derivative liability	0		0
Level 1 [Member]
Fair value of derivative liability	0	$ 0	0
Change in fair value of the derivative	0		0
Total fair value of derivative liability	$ 0		$ 0

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FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES (Details 1)	6 Months Ended	12 Months Ended
	Sep. 30, 2020	Mar. 31, 2020
FAIR VALUE MEASUREMENTS AND DERIVATIVE LIABILITIES
Risk-free interest rate	0.10%	1.80%
Expected life in years	2 months 30 days	2 months 30 days
Dividend yield	0.00%	0.00%
Expected volatility	46.00%	214.00%

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NOTE PAYABLE (Details Narrative) - USD ($)				1 Months Ended					6 Months Ended
	Nov. 12, 2020	Nov. 04, 2020	Jul. 07, 2020	Nov. 20, 2020	Nov. 19, 2020	Oct. 28, 2020	May 06, 2020	Mar. 25, 2020	Sep. 30, 2020
Common stock shares issued upon conversion of debt				350,000	150,000				2,677,397
Debt instrument converted amount									$ 150,000
Maturity date	Oct. 28, 2021					Oct. 28, 2021
Interest rate	10.00%					10.00%
Secured Note [Member]
Secured note description							The note matures on September 5, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.	The note matures on July 24, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.
Face value							$ 50,000	$ 50,000
Maturity date							Sep. 05, 2020	Jul. 24, 2020
Interest rate							7.00%	0.07%
Series A Convertible Preferred Stock [Member]
Common stock shares issued upon conversion of debt	98,285	90,000	50,000		90,000
Debt instrument converted amount			$ 50,000

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COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	1 Months Ended		6 Months Ended	12 Months Ended
	Mar. 09, 2020	Jun. 30, 2016	Sep. 30, 2020	Mar. 31, 2020
Contingent sales fee description		A contingent sales fee upon product sales of 1% of sales or $150,000 whichever is greater.
Accrued maintenance fees			$ 178,000	$ 100,000
Interest				28,000
Total accrued maintenance fees				$ 128,000
First BLA [Member]
Future payments		$ 225,000
First Phase III clinical trial [Member]
Future payments		225,000
First Phase I clinical trial [Member]
Future payments		100,000
Annual maintenance fee		$ 50,000
Board of Directors [Member]
Expense bonus agreement description	Adopted an Expense Bonus Agreement whereby, at the sale of the Company, ten percent of the sale price will be allocated to direct expenses of the transaction with any unused balance being allocated at 80% to officers and employees and 20% to directors.

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SUBSEQUENT EVENTS (Details Narrative) - USD ($)				1 Months Ended									2 Months Ended	6 Months Ended
	Nov. 12, 2020	Nov. 04, 2020	Jul. 07, 2020	Nov. 20, 2020	Nov. 19, 2020	Oct. 30, 2020	Oct. 28, 2020	Jun. 06, 2020	May 14, 2020	May 12, 2020	May 06, 2020	Mar. 25, 2020	May 31, 2020	Sep. 30, 2020	Sep. 30, 2019	Mar. 31, 2020	Mar. 31, 2019
Original issue discount	$ 10,000						$ 7,500							$ 11,250
Debt conversion description	After 180 days the note may be converted into common stock of the Company at $0.04 per share or a 30% discount to the VWAC during the 20 days prior to conversion.						After 180 days the note may be converted into common stock of the Company at a 35% discount to the lowest trading price during the 20 days prior to conversion
Common stock shares issued upon conversion of debt				350,000	150,000									2,677,397
Debt instrument interest rate	10.00%						10.00%
Debt instrument maturity date	Oct. 28, 2021						Oct. 28, 2021
Convertible note	$ 138,000			$ 19,600	$ 9,000		$ 82,500
Common stock shares issued								35,715		417,000
Common stock value								$ 5,000		$ 50,000				$ 150,000	$ 0
Debt instrument converted amount														$ 150,000
Common stock shares issued for services														1,405,572
Preferred shares outstanding														740,000		0	0
Common stock shares issued														67,180,691		44,890,262	32,646,635
Series A Convertible Preferred Stock [Member]
Common stock shares issued upon conversion of debt	98,285	90,000	50,000		90,000
Debt instrument converted amount			$ 50,000
Preferred shares outstanding	551,715	650,000			461,715
Common stock shares issued	3,510,214	3,235,714			3,235,714
Interest amount converted into common stock		$ 600			$ 600
Alpha Holdings Inc [Member]
Investment, amount						$ 5,000,000
Initial investment						$ 2,500,000
Secured Note [Member]
Debt instrument interest rate											7.00%	0.07%
Debt instrument maturity date											Sep. 05, 2020	Jul. 24, 2020
Face value											$ 50,000	$ 50,000
Secured note description											The note matures on September 5, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.	The note matures on July 24, 2020 and bears interest at 7% per annum. In the event of a default the obligation increase to 150% of the outstanding balance and the interest rate increases to 12%.
Two Officers And Directors [Member]
Debt conversion converted instrument, shares issued									1,952,381
Debt instrument converted amount									$ 200,000
April and May 2020 [Member] | Four Individuals [Member]
Common stock shares issued for services													185,000
Common stock value issued for services													$ 29,900
Series A Preferred shares [Member] | April and May 2020 [Member]
Debt conversion converted instrument, shares issued													790,279
Debt instrument converted amount													$ 35,000
Expenses other													$ 3,000