ACTAVIA LIFE SCIENCES, INC. Forward-Looking Statements
This section and other parts of this Quarterly Report on Form 10-Q contain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements provide current
expectations of future events based on certain assumptions and include any
statement that does not directly relate to any historical or current fact.
Forward-looking statements can also be identified by words such as "future,"
"anticipates," "believes," "estimates," "expects," "intends," "plans,"
"predicts," "will," "would," "could," "can," "may," and similar terms.
Forward-looking statements are not guarantees of future performance and the
Company's actual results may differ significantly from the results discussed in
the forward-looking statements. Factors that might cause such differences
include, but are not limited to, those discussed in the Company's Annual Report
on Form 10-K filed on
We assume no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless expressly indicated or the context requires otherwise, the terms
"Rasna,"," the "Company," "we," "us," and "our" refer to
Company Background
To date, we have devoted substantially all of our resources to research and development efforts relating to our therapeutic candidates, including conducting clinical trials and developing manufacturing capabilities, in-licensing related intellectual property, protecting our intellectual property and providing general and administrative support for these operations. Since our inception, we have funded our operations primarily through the issuance of equity securities and convertible notes.
We anticipate that our expenses will increase substantially if and as we:
? initiate new clinical trials;
? seek to identify, assess, acquire and develop other products, therapeutic
candidates and technologies;
? seek regulatory and marketing approvals in multiple jurisdictions for our
therapeutic candidates that successfully complete clinical studies;
? establish collaborations with third parties for the development and
commercialization of our products and therapeutic candidates;
? make milestone or other payments under our agreements pursuant to which we
have licensed or acquired rights to intellectual property and technology;
? seek to maintain, protect, and expand our intellectual property portfolio;
? seek to attract and retain skilled personnel;
? incur the administrative costs associated with being a public company and
related costs of compliance;
? create additional infrastructure to support our operations as a commercial
stage public company and our planned future commercialization efforts; and
? experience any delays or encounter issues with any of the above.
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We expect to continue to incur significant expenses and increasing losses for at least the next several years. Accordingly, we anticipate that we will need to raise additional capital in addition to the net proceeds from this offering in order to obtain regulatory approval for, and the commercialization of our therapeutic candidates. Until such time that we can generate meaningful revenue from product sales, if ever, we expect to finance our operating activities through public or private equity or debt financings, government or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements or a combination of these approaches. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail, delay or discontinue one or more of our research or development programs or the commercialization of any approved therapies or products or be unable to expand our operations or otherwise capitalize on our business opportunities, as desired, which could materially adversely affect our business, financial condition and results of operations.
We only have one segment of activity, which is that of a biotechnology company focused on targeted drugs to treat diseases in oncology and immunology, mainly focusing on the treatment of leukemia and lymphoma.
The Company is currently looking into raising funds to progress its R&D pipeline.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of
operations is based on our financial statements, which have been prepared in
accordance with generally accepted accounting principles in
In
Basis of preparation
The accompanying financial statements have been prepared in conformity with US
GAAP. Any reference in these notes to applicable guidance is meant to refer to
US GAAP as found in the Accounting Standards Codification ("ASC") and Accounting
Standards Updates ("ASU") of the
Liquidity and Going Concern
We are subject to a number of risks similar to those of other pre-commercial stage companies, including our dependence on key individuals, uncertainty of product development and generation of revenues, dependence on outside sources of capital, risks associated with research, development, testing, and obtaining related regulatory approvals of its pipeline products, suppliers and collaborators, successful protection of intellectual property, competition with larger, better-capitalized companies, successful completion of our development programs and, ultimately, the attainment of profitable operations are dependent on future events, including obtaining adequate financing to fulfill our development activities and generating a level of revenues adequate to support our cost structure.
We have no present revenue and have experienced net losses and significant cash
outflows from cash used in operating activities since inception, and at
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We expect to continue to incur net losses and have significant cash outflows for at least the next twelve months and will require significant additional cash resources to launch new development phases of existing products in its pipeline. In the event that the Company is unable to secure the necessary additional cash resources needed, we may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about our ability to continue as a going concern one year from the date of this filing. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern one year from the date of this filing. This basis of accounting contemplates the recovery of our assets and the satisfaction of liabilities in the normal course of business. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure.
Results of Operations
The following paragraphs set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.
Results of Operations for the Three months ended
The following table sets forth the summary statements of operations for the
periods indicated:
For the
Three Months Ended
March 31,
2022 2021
(Unaudited) (Unaudited)
Revenue $ - $ -
Cost of revenue - -
Gross profit - -
Operating (income)/expenses:
General and administrative 126,041 77,555
Research and development 17,224 16,067
Gain on settlement of accounts payable (150,000 ) -
Gain on settlement of related party payable (375,000 ) -
Total operating (income)/ expenses (381,735 ) 93,622
Income/ (loss) from operations 381,735 (93,622 )
Other expense:
Accretion of debt discount (77,153 ) (27,273 )
Expenses in connection with modification and extinguishment of convertible promissory notes
- (123,718 )
Interest expense (20,706 ) (21,640 )
Gain on derivative liability 10,114 -
Foreign currency transaction (loss)/gain - (107 )
Other expense (87,745 ) (172,738 )
Net income/ (loss) $ 293,990 $ (266,360 )
Revenues
There were no revenues for the three months ended
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Operating Income/(Expenses)
Operating expenses, consisting of research and development costs, consultancy
fees, legal and professional fees and general and administrative expenses, for
the three months ended
Other expense
During the six months ended
Net Income/(Loss)
Net income for the three months ended
Results of Operations for the Six months ended
The following table sets forth the summary statements of operations for the
periods indicated:
For the
Six Months Ended
March 31,
2022 2021
(Unaudited) (Unaudited)
Revenue $ - $ -
Cost of revenue - -
Gross profit - -
Operating (income)/expenses:
General and administrative 198,697 203,824
Research and development 26,359 44,739
Gain on settlement of accounts payable (150,000 ) -
Gain on settlement of related party payable (375,000 ) -
Total operating (income)/ expenses (299,944 ) 248,563
Income/ (loss) from operations 299,944 (248,563 )
Other expense:
Accretion of debt discount (280,552 ) (27,273 )
Expenses in connection with modification and extinguishment of convertible promissory notes
- (123,718 )
Interest expense (39,002 ) (38,716 )
Gain on derivative liability 38,969 -
Foreign currency transaction (loss)/gain - 48
Other expense (280,585 ) (189,659 )
Net income/ (loss) $ 19,359 $ (438,222 )
Revenues
There were no revenues for the six months ended
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Operating Income/(Expenses)
Operating expenses, consisting of research and development costs, consultancy
fees, legal and professional fees and general and administrative expenses, for
the six months ended
Other expense
During the six months ended
Net Income/(Loss)
Net income for the six months ended
Liquidity and Capital Resources
We believe we will require significant additional cash resources to continue to launch new development phases of existing products in the Company's pipeline. In the event that we are unable to secure the necessary additional cash resources needed, we may slow current development phases or halt new development phases in order to mitigate the effects of the costs of development. These conditions, among others, raise substantial doubt about our ability to continue as a going concern. A successful transition to attaining profitable operations is dependent upon achieving a level of positive cash flows adequate to support our cost structure. We cannot be certain that additional funding will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. Any debt financing, if available, may (i) involve restrictive covenants that impact our ability to conduct, delay, scale back or discontinue the development and/or commercialization of one or more product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to technologies, product candidates or products that we would otherwise seek to develop or commercialize its self on unfavorable terms.
On
On
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On
On
Capital Resources
The following table summarizes total current assets, liabilities and working capital deficiency as of the periods indicated:
September 30,
March 31, 2021
2022 (Unaudited) (Unaudited) Change
Current assets $ 35,698 $ 44,577 $ (8,879 )
Current liabilities 2,173,671 2,798,389 624,718
Working capital deficit $ (2,137,973 ) $ (2,753,812 ) $ 615,839 We had a cash balance of
Liquidity
The following table sets forth a summary of our cash flows for the periods
indicated:
For the Six months ended
March 31,
Increase/
2022 2021 (Decrease)
Net cash used in operating activities
- -
Net cash provided by financing activities
Net cash used in operating activities consists of net loss adjusted for the effect of changes in operating assets and liabilities.
Net cash used in operating activities was
Net Cash Provided by Financing Activities
Net cash provided by financing activities consists of proceeds from the issuance
of convertible notes of
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