Item 1.01. Entry into a Material Definitive Agreement.

On September 19, 2022, Nascent Biotech Inc. (the "Company") entered into an agreement with YA II PN, Ltd. ("YA II"), an unrelated third party. YA II has already loaned the Company $500,00. The second tranche of $500,000.00 will be paid at Closing of this transaction. In connection with the loan, the Company is issuing YA II its second Convertible Debenture (the "Second Debenture"). The Second Debenture is for $500,000.00, has a maturity date of one year and is due on September 19, 2023. The interest rate is six percent (6%) per annum. The Debenture may be converted at the lesser of $0.30 per share or eighty percent (80%) of the lowest VWAP of the Company's common stock for ten consecutive trading days immediately prior to the conversion date. The Debenture may be prepaid in accordance with the terms set forth in the Debenture. The Debenture also contains certain representations, warranties, covenants, and events of default including, among other things, if the Company becomes delinquent in its periodic report filings with the Securities and Exchange Commission (the "SEC"). If an event of default occurs, the amount of the principal and interest rate due under the Debentures increases.

YA II will not affect any conversion which will result in its holding more than 9.99% of our common stock. The Debenture provides for certain penalties for failure to timely deliver stock and contains other protective provisions for YA II. As required, the Company filed its Registration Statement on Form S-1 on September 19, 2022. As required under the terms of this financing, to date, $1,000,000 of the total proposed loan amount of $1,500,000 principal amount of the Debenture has been received. The final tranche of $500,000 will be due upon the effectiveness of the Registration Statement.

The foregoing descriptions of the terms of the Debenture do not purport to be complete and are qualified in their entirety by the complete text of the documents attached as Exhibit 4.1 to this Current Report on Form 8-K.

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

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

Item 3.02. Unregistered Sales of Equity Securities.

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

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






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Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
Number    Exhibit Description

  4.1       Convertible Debenture.

104       Cover Page Interactive Data File (formatted as Inline XBRL and contained
          in Exhibit 101)





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