NBIO Nascent Biotech Inc (QB)

Item 1.01. Entry into a Material Definitive Agreement.

On September 8, 2022, Nascent Biotech Inc. (the “Company”) closed an agreement with Platinum Point Capital LLC (“Platinum”), an unrelated third party. Platinum is loaning the Company $500,000.00. The first tranche of $250,000.00 will be paid at Closing. In connection with the loan, the Company is issuing Platinum its Convertible Debentures (the “Debentures”). The first Debenture is for $250,000.00, has a maturity date of one year and is due on September 6, 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.

Platinum 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 Platinum. $250,000 principal amount of the Debenture has been funded and the next tranche of $250,000 will be due when the Company’s registration statement, covering the shares of our common stock issuable upon conversion of the Debenture and upon exercise of a warrant that the Company has issued as part of the transaction, is declared effective.    

As part of this transaction, the Company and Platinum entered into to a Securities Purchase Agreement dated September 6, 2022 (the “SPA”). The Company also issued a warrant to Platinum to purchase 250,000 shares of the Company’s common stock for a period of two years, expiring on September 6, 2024, at an exercise price of $0.60 per share.

In connection with the Debenture and SPA, the Company also entered into a Registration Rights Agreement obligating the Company to register with the SEC the shares issuable upon conversion of the Debentures and issuable upon exercise of the Warrant.

The foregoing descriptions of the terms of the Debenture, the Warrant, the SPA, and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the complete text of the documents attached as Exhibits 4.1 through 4.2 and Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

On September 9, 2022, the Company repaid the $275,000 convertible note dated April 7, 2022 (the “Note”) that the Company had issued to Platinum. The conversion terms for the Note were the lower of $0.075 per share or 80% of the lowest VWAP of the Company’s common stock for the 10 consecutive trading days immediately prior to the conversion date.