UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 20222023
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 000-54239
Digipath, Inc.
(Exact name of registrant issuer as specified in its charter)
Nevada | 27-3601979 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
6450 Cameron St Suite 113 Las Vegas, NV | 89118 | |
(Address of principal executive offices) | (zip code) |
(702) 527-2060
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes | ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes | ☐ | No | ☒ |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
The number of shares of registrant’s common stock outstanding as of May 16, 202226, 2023 was .
TABLE OF CONTENTS
2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
DIGIPATH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, | September 30, | |||||||||||||||
2022 | 2021 | March 31, 2023 | September 30, 2022 | |||||||||||||
(Unaudited) | (Unaudited) | |||||||||||||||
Assets | ||||||||||||||||
Current assets: | ||||||||||||||||
Cash | $ | 82,769 | $ | 295,932 | $ | 115,868 | $ | 56,168 | ||||||||
Accounts receivable, net | 259,268 | 214,900 | ||||||||||||||
Note receivable | 1,029,227 | 230,959 | - | 100,000 | ||||||||||||
Other current assets | 27,241 | 24,751 | 11,450 | 12,739 | ||||||||||||
Deposits | 71,093 | 60,353 | ||||||||||||||
Assets held for sale - current | 358,661 | 393,197 | ||||||||||||||
Total current assets | 1,469,598 | 826,865 | 485,979 | 562,104 | ||||||||||||
Right-of-use asset | 366,089 | 413,884 | ||||||||||||||
Fixed assets, net | 534,435 | 647,252 | - | 55,000 | ||||||||||||
Assets held for sale – long term | 627,048 | 722,784 | ||||||||||||||
Total non-current assets | 900,524 | 1,061,136 | 627,048 | 777,784 | ||||||||||||
Total Assets | $ | 2,370,122 | $ | 1,888,001 | $ | 1,113,027 | $ | 1,339,888 | ||||||||
Liabilities and Stockholders’ Deficit | ||||||||||||||||
Current liabilities: | ||||||||||||||||
Accounts payable | $ | 419,500 | $ | 370,977 | $ | 248,942 | $ | 215,558 | ||||||||
Accrued expenses | 359,274 | 220,002 | 341,544 | 345,797 | ||||||||||||
Current portion of operating lease liabilities | 98,281 | 93,601 | ||||||||||||||
Current portion of finance lease liabilities | 3,822 | 20,379 | ||||||||||||||
Current maturities of convertible notes payable | 1,700,650 | 1,050,000 | ||||||||||||||
Current maturities of notes payable | 486,458 | 259,425 | 665,000 | 665,000 | ||||||||||||
Current maturities of convertible notes payable, net of discounts | 1,342,383 | 1,198,469 | ||||||||||||||
Current maturities of convertible notes payable related parties, net of discounts | 324,762 | - | ||||||||||||||
Liabilities held for sale - current | 557,163 | 529,085 | ||||||||||||||
Total current liabilities | 3,067,985 | 2,014,384 | 3,479,794 | 2,953,909 | ||||||||||||
Non-current liabilities: | ||||||||||||||||
Operating lease liabilities | 279,981 | 330,151 | ||||||||||||||
Notes payable | 474,166 | 339,516 | ||||||||||||||
Convertible notes payable, net of discounts of $-0- and $8,322 at March 31, 2022 and September 30, 2021, respectively | - | 257,282 | ||||||||||||||
Convertible notes payable related parties, net of discounts | - | 310,272 | ||||||||||||||
Convertible notes payable, net of discounts and current maturities | - | 174,726 | ||||||||||||||
Liabilities held for sale – long term | 206,865 | 310,253 | ||||||||||||||
Total non-current liabilities | 754,147 | 926,949 | 206,865 | 795,251 | ||||||||||||
Total Liabilities | 3,822,132 | 2,941,333 | 3,686,659 | 3,749,160 | ||||||||||||
Series B convertible preferred stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2022 and September 30, 2021 respectively | 333,600 | - | ||||||||||||||
Series B convertible preferred stock, $ | par value, shares authorized; shares issued and outstanding as of March 31, 2023 and September 30, 2022333,600 | 333,600 | ||||||||||||||
Stockholders’ Equity (Deficit): | ||||||||||||||||
Series A convertible preferred stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2022 and September 30, 2021, respectively | 1,048 | 1,326 | ||||||||||||||
Common stock, $ par value, shares authorized; and shares issued and outstanding at March 31, 2022 and September 30 2021, respectively | 75,147 | 71,230 | ||||||||||||||
Stockholders’ Deficit: | ||||||||||||||||
Series A convertible preferred stock, $ | par value, shares authorized; shares issued and outstanding as of March 31, 2023 and September 30, 20221,048 | 1,048 | ||||||||||||||
Series C convertible preferred stock, $ | par value, shares authorized; and shares issued and outstanding as of March 31, 2023 and September 30, 2022, respectively- | 1 | ||||||||||||||
Preferred stock, value | - | - | ||||||||||||||
Common stock, $ | par value, shares authorized; and shares issued and outstanding at March 31, 2023 and September 30, 2022, respectively82,297 | 75,147 | ||||||||||||||
Common stock payable | 32,120 | 71,745 | ||||||||||||||
Additional paid-in capital | 16,753,769 | 16,825,765 | 17,293,902 | 17,117,958 | ||||||||||||
Accumulated deficit | (18,615,574 | ) | (17,951,653 | ) | (20,316,599 | ) | (20,008,771 | ) | ||||||||
Total Stockholders’ Deficit | (1,785,610 | ) | (1,053,332 | ) | (2,907,232 | ) | (2,742,872 | ) | ||||||||
Total Liabilities and Stockholders’ Deficit | $ | 2,370,122 | $ | 1,888,001 | $ | 1,113,027 | $ | 1,339,888 |
See accompanying notes to unaudited consolidated financial statements.
3 |
DIGIPATH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||||||
For the Three Months Ended | For the Six Months Ended | For the Three Months Ended | For the Six Months Ended | |||||||||||||||||||||||||||||
March 31, | March 31, | March 31, | March 31, | |||||||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | 2023 | 2022 | 2023 | 2022 revised | |||||||||||||||||||||||||
Revenues | $ | 604,735 | $ | 633,160 | $ | 1,304,320 | $ | 1,133,545 | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Cost of sales | 396,032 | 416,915 | 818,633 | 837,800 | - | - | - | - | ||||||||||||||||||||||||
Gross profit | 208,703 | 216,245 | 485,687 | 295,745 | - | - | - | - | ||||||||||||||||||||||||
Operating expenses: | ||||||||||||||||||||||||||||||||
General and administrative | 235,470 | 211,961 | 476,434 | 437,011 | 45,674 | 42,479 | 85,198 | 82,135 | ||||||||||||||||||||||||
Professional fees | 286,390 | 107,819 | 554,861 | 222,363 | 128,440 | 259,977 | 175,637 | 470,822 | ||||||||||||||||||||||||
Change in allowance for doubtful accounts | 16 | (106,155 | ) | (2,123 | ) | (17,985 | ) | |||||||||||||||||||||||||
Total operating expenses | 521,876 | 213,625 | 1,029,172 | 641,389 | 174,114 | 302,456 | 260,835 | 552,957 | ||||||||||||||||||||||||
Operating loss | (313,173 | ) | 2,620 | (543,485 | ) | (345,644 | ) | (174,114 | ) | (302,456 | ) | (260,835 | ) | (552,957 | ) | |||||||||||||||||
Other income (expense): | ||||||||||||||||||||||||||||||||
Other Expense | - | - | (55,000 | ) | - | |||||||||||||||||||||||||||
Recovery of previously written off receivables | 135,000 | - | 135,000 | - | ||||||||||||||||||||||||||||
Interest income | 15,295 | 47,918 | 24,675 | 47,918 | - | 15,295 | - | 24,675 | ||||||||||||||||||||||||
Interest expense | (75,718 | ) | (32,337 | ) | (145,111 | ) | (74,710 | ) | (82,707 | ) | (70,814 | ) | (179,859 | ) | (136,675 | ) | ||||||||||||||||
Total other income (expense) | (60,423 | ) | 15,581 | (120,436 | ) | (26,792 | ) | 52,293 | (55,519 | ) | (99,859 | ) | (112,000 | ) | ||||||||||||||||||
Net income (loss) | $ | (373,596 | ) | $ | 18,201 | $ | (663,921 | ) | $ | (372,436 | ) | |||||||||||||||||||||
Net loss from continuing operations | (121,821 | ) | (357,975 | ) | (360,694 | ) | (664,957 | ) | ||||||||||||||||||||||||
Net income (loss) from discontinued operations | 54,323 | (15,621 | ) | 52,866 | 13,758 | |||||||||||||||||||||||||||
Net loss | (67,498 | ) | (373,596 | ) | (307,828 | ) | (651,199 | ) | ||||||||||||||||||||||||
Preferred deemed dividend | - | - | - | (192,154 | ) | |||||||||||||||||||||||||||
Net loss to common shareholders | $ | (67,498 | ) | $ | (373,596 | ) | $ | (307,828 | ) | $ | (843,353 | ) | ||||||||||||||||||||
Weighted average number of common shares outstanding – basic | 74,019,042 | 65,418,890 | 73,194,439 | 61,882,937 | 82,296,820 | 74,019,042 | 82,257,534 | 73,194,439 | ||||||||||||||||||||||||
Weighted average number of common shares outstanding – fully diluted | 74,019,042 | 114,702,490 | 73,194,439 | 61,882,937 | 82,296,820 | 74,019,042 | 82,257,534 | 73,194,439 | ||||||||||||||||||||||||
Net loss per share from continuing operations – basic | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||||||||||||||
Net income (loss) per share from discontinued operations – basic | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | |||||||||||||||||||||||
Net loss per share – basic | $ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||||||
Net loss per share from continuing operations – diluted | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | ||||||||||||||||||||
Net income (loss) per share from discontinued operations – diluted | $ | 0.00 | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | |||||||||||||||||||||||
Net loss per share – diluted | $ | (0.00 | ) | $ | 0.00 | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) |
See accompanying notes to unaudited consolidated financial statements.
4 |
DIGIPATH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(Unaudited)
Shares | Amount | Shares | Amount | Shares | Amount | Capital | (Deficit) | Deficit | ||||||||||||||||||||||||||||
Series B | Series A | |||||||||||||||||||||||||||||||||||
Convertible | Convertible | Additional | Total | |||||||||||||||||||||||||||||||||
Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | (Deficit) | Deficit | ||||||||||||||||||||||||||||
Balance, September 30, 2021 | - | $ | - | 1,325,942 | $ | 1,326 | 71,230,153 | $ | 71,230 | $ | 16,825,765 | $ | (17,951,653 | ) | $ | (1,053,332 | ) | |||||||||||||||||||
Purchase of Series B Preferred shares | 55,600 | 55,600 | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Conversion of Series A Preferred into Series B Preferred | 278,000 | 278,000 | (278,000 | ) | (278 | ) | - | - | (277,722 | ) | - | (278,000 | ) | |||||||||||||||||||||||
Stock-based compensation | - | - | - | - | 1,500,000 | 1,500 | 97,179 | - | 98,679 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (290,325 | ) | (290,325 | ) | |||||||||||||||||||||||||
Balance, December 31, 2021 | 333,600 | 333,600 | 1,047,942 | 1,048 | 72,730,153 | 72,730 | 16,645,222 | (18,241,978 | ) | (1,522,978 | ) | |||||||||||||||||||||||||
Common Shares issued for settlement of AP | - | - | - | - | 250,000 | 250 | 7,250 | - | 7,500 | |||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | 2,166,667 | 2,167 | 101,297 | - | 103,464 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (373,596 | ) | (373,596 | ) | |||||||||||||||||||||||||
Balance, March 31, 2022 | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | 75,146,820 | $ | 75,147 | $ | 16,753,769 | $ | (18,615,574 | ) | $ | (1,785,610 | ) |
�� | ||||||||||||||||||||||||||||||||||||||||||||||||
Series B Convertible Preferred Stock | Series A Convertible Preferred Stock | Series C Preferred Stock | Common Stock | Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Payable | Capital | Deficit | Deficit | |||||||||||||||||||||||||||||||||||||
Balance, September 30, 2022 | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | 1,000 | $ | 1 | 75,146,820 | $ | 75,147 | $ | 71,745 | $ | 17,117,958 | $ | (20,008,771 | ) | $ | (2,742,872 | ) | ||||||||||||||||||||||||||
Issuance of common shares to settle stock payable | - | - | - | - | - | - | 7,150,000 | 7,150 | (71,745 | ) | 64,595 | - | - | |||||||||||||||||||||||||||||||||||
Warrants issued as debt financing costs | - | - | - | - | - | - | - | - | - | 93,938 | - | 93,938 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | - | - | - | 8,306 | - | 8,306 | ||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | (240,330 | ) | (240,330 | ) | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2022 | 333,600 | 333,600 | 1,047,942 | 1,048 | 1,000 | 1 | 82,296,820 | 82,297 | - | 17,284,797 | (20,249,101 | ) | (2,880,958 | ) | ||||||||||||||||||||||||||||||||||
Repurchased of preferred C stock | - | - | - | - | (1,000 | ) | (1 | ) | 0 | 0 | 0 | (99 | ) | - | (100 | ) | ||||||||||||||||||||||||||||||||
Common shares to be issued for compensation | - | - | - | - | - | - | - | - | 32,120 | - | - | 32,120 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | - | - | - | 9,204 | - | 9,204 | ||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | (67,498 | ) | (67,498 | ) | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2023 | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | - | $ | - | 82,296,820 | $ | 82,297 | $ | 32,120 | $ | 17,293,902 | $ | (20,316,599 | ) | $ | (2,907,232 | ) |
Series B Convertible | Series A Convertible | Additional | Total | |||||||||||||||||||||||||||||||||
Preferred Stock | Preferred Stock | Common Stock | Paid-in | Accumulated | Stockholders’ | |||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Capital | (Deficit) | Deficit | ||||||||||||||||||||||||||||
Balance, September 30, 2020 | - | $ | - | 1,325,942 | $ | 1,326 | 58,270,567 | $ | 58,271 | $ | 16,116,400 | $ | (17,265,150 | ) | $ | (1,089,153 | ) | |||||||||||||||||||
Common stock sold for cash | - | - | - | - | 900,000 | 900 | 19,350 | - | 20,250 | |||||||||||||||||||||||||||
Common stock issued for debt conversion | - | - | - | - | 3,666,668 | 3,666 | 106,334 | - | 110,000 | |||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | 1,228,155 | 1,228 | 42,832 | - | 44,060 | |||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | (390,637 | ) | (390,637 | ) | |||||||||||||||||||||||||
Balance, December 31, 2020 | - | - | 1,325,942 | 1,326 | 64,065,390 | 64,065 | 16,284,916 | (17,655,787 | ) | (1,305,480 | ) | |||||||||||||||||||||||||
Common stock issued for debt conversion | - | - | - | - | 3,000,000 | 3,000 | 87,000 | - | 90,000 | |||||||||||||||||||||||||||
Stock-based compensation - related parties | - | - | - | - | 866,430 | 867 | 56,157 | - | 57,024 | |||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | 250,000 | 250 | 29,647 | - | 29,897 | |||||||||||||||||||||||||||
Net income | - | - | - | - | - | - | - | 18,201 | 18,201 | |||||||||||||||||||||||||||
Net income (loss) | - | - | - | - | - | - | - | 18,201 | 18,201 | |||||||||||||||||||||||||||
Balance, March 31, 2021 | - | $ | - | 1,325,942 | $ | 1,326 | 68,181,820 | $ | 68,182 | $ | 16,457,720 | $ | (17,637,586 | ) | $ | (1,110,358 | ) |
Series B Convertible Preferred Stock | Series A Convertible Preferred Stock | Series C Preferred Stock | Common Stock | Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Payable | Capital Revised | Deficit Revised | Deficit | |||||||||||||||||||||||||||||||||||||
Balance, September 30, 2021 | - | - | 1,325,942 | 1,326 | - | - | 71,230,153 | 71,230 | - | 16,825,765 | (17,951,653 | ) | (1,053,332 | ) | ||||||||||||||||||||||||||||||||||
Series B Preferred shares sold for cash | 55,600 | 55,600 | - | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||||||||
Conversion of Series A Preferred Shares into Series B Preferred | 278,000 | 278,000 | (278,000 | ) | (278 | ) | - | - | - | - | - | (85,568 | ) | - | (85,846 | ) | ||||||||||||||||||||||||||||||||
Common stock issued for services | - | - | - | - | - | - | 1,500,000 | 1,500 | - | 51,000 | - | 52,500 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | - | - | - | 33,457 | - | 33,457 | ||||||||||||||||||||||||||||||||||||
Deemed dividend on preferred exchange | - | - | - | - | - | - | - | - | - | (192,154 | ) | - | (192,154 | ) | ||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | (277,603 | ) | (277,603 | ) | ||||||||||||||||||||||||||||||||||
Balance, December 31, 2021 | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | - | $ | - | 72,730,153 | $ | 72,730 | $ | - | $ | 16,632,500 | $ | (18,229,256 | ) | $ | (1,522,978 | ) | ||||||||||||||||||||||||||
Balance | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | - | $ | - | 72,730,153 | $ | 72,730 | $ | - | $ | 16,632,500 | $ | (18,229,256 | ) | $ | (1,522,978 | ) | ||||||||||||||||||||||||||
Common Shares issued for settlement of accounts payable | - | - | - | - | - | - | 250,000 | 250 | - | 7,250 | - | 7,500 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation | - | - | - | - | - | - | 2,166,667 | 2,167 | - | 101,297 | - | 103,464 | ||||||||||||||||||||||||||||||||||||
Net loss | - | - | - | - | - | - | - | - | - | - | (373,596 | ) | (373,596 | ) | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2022 | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | - | $ | - | 75,146,820 | $ | 75,147 | $ | - | $ | 16,741,047 | $ | (18,602,852 | ) | $ | (1,785,610 | ) | ||||||||||||||||||||||||||
Balance | 333,600 | $ | 333,600 | 1,047,942 | $ | 1,048 | - | $ | - | 75,146,820 | $ | 75,147 | $ | - | $ | 16,741,047 | $ | (18,602,852 | ) | $ | (1,785,610 | ) |
See accompanying notes to unaudited consolidated financial statements.
5 |
DIGIPATH, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
2022 | 2021 | 2023 | 2022 | |||||||||||||
For the Six Months Ended | For the Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2022 | 2021 | 2023 | 2022 Revised | |||||||||||||
Cash flows from operating activities | ||||||||||||||||
Net loss | $ | (663,921 | ) | $ | (372,436 | ) | ||||||||||
Net loss from continuing operations | $ | (360,694 | ) | $ | (664,957 | ) | ||||||||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
Change in allowance for doubtful accounts | (2,123 | ) | (17,985 | ) | ||||||||||||
Depreciation and amortization expense | 117,063 | 159,209 | ||||||||||||||
Loss on disposal of fixed assets | - | 2,227 | ||||||||||||||
Gain on early extinguishment of debt | - | (40,338 | ) | |||||||||||||
Recovery of previously written off receivables | (135,000 | ) | - | |||||||||||||
Stock-based compensation | 202,143 | 130,981 | 49,630 | 189,421 | ||||||||||||
Amortization of debt discounts | 39,103 | 8,322 | 77,616 | 39,103 | ||||||||||||
Impairment of fixed assets | 55,000 | - | ||||||||||||||
Decrease (increase) in assets: | ||||||||||||||||
Accounts receivable | (42,245 | ) | 49,400 | |||||||||||||
Other current assets | (35,416 | ) | 12,677 | 1,289 | (24,509 | ) | ||||||||||
Deposits | (2,490 | ) | - | |||||||||||||
Right-of-use assets | 47,795 | 45,308 | ||||||||||||||
Increase (decrease) in liabilities: | ||||||||||||||||
Accounts payable | 56,023 | (58,639 | ) | 33,384 | 53,726 | |||||||||||
Accrued expenses | 139,272 | 27,814 | (4,253 | ) | 103,086 | |||||||||||
Lease liabilities | (45,490 | ) | (41,143 | ) | ||||||||||||
Net cash (used) in operating activities | (190,286 | ) | (94,603 | ) | ||||||||||||
Net cash used in operating activities from continuing operations | (283,028 | ) | (304,130 | ) | ||||||||||||
Net cash provided by operating activities from discontinued operations | 141,538 | 113,844 | ||||||||||||||
Net cash used in operating activities | (141,490 | ) | (190,286 | ) | ||||||||||||
Cash flows from investing activities | ||||||||||||||||
Purchase of fixed assets | (4,246 | ) | (1,206 | ) | ||||||||||||
Advance of note receivable | (773,622 | ) | - | - | (773,622 | ) | ||||||||||
Net cash (used) in investing activities | (777,868 | ) | (1,206 | ) | ||||||||||||
Proceeds from sale of collateralized assets | 235,000 | - | ||||||||||||||
Net cash provided by (used in) investing activities from continuing operations | 235,000 | (773,622 | ) | |||||||||||||
Net cash used in investing activities from discontinued operations | (3,687 | ) | (4,246 | ) | ||||||||||||
Net cash provided by (used in) investing activities | 231,313 | (777,868 | ) | |||||||||||||
Cash flows from financing activities | ||||||||||||||||
Principal payments on finance lease | (16,557 | ) | (16,715 | ) | ||||||||||||
Principal payments on note payable, equipment financing | (28,317 | ) | (26,769 | ) | ||||||||||||
Proceeds from short term advances | - | 40,000 | ||||||||||||||
Proceeds from notes payable | 390,000 | - | - | 390,000 | ||||||||||||
Proceeds from convertible notes | 394,265 | 110,000 | - | 394,265 | ||||||||||||
Payments on convertible notes | (40,000 | ) | - | (40,000 | ) | |||||||||||
Proceeds from sale of common stock | - | 20,250 | - | - | ||||||||||||
Proceeds from sale of preferred stock | 55,600 | - | - | 55,600 | ||||||||||||
Net cash provided by financing activities | 754,991 | 126,766 | ||||||||||||||
Repurchase of preferred C stock | (100 | ) | - | |||||||||||||
Net cash provided by (used in) financing activities from continuing operations | (100 | ) | 799,865 | |||||||||||||
Net cash provided by (used in) financing activities from discontinued operations | (30,023 | ) | (44,874 | ) | ||||||||||||
Net cash provided by (used in) financing activities | (30,123 | ) | 754,991 | |||||||||||||
Net increase (decrease) in cash | (213,163 | ) | 30,957 | 59,700 | (213,163 | ) | ||||||||||
Cash - beginning | 295,932 | 82,749 | ||||||||||||||
Cash - ending | $ | 82,769 | $ | 113,706 | ||||||||||||
Cash – beginning | 56,168 | 295,932 | ||||||||||||||
Cash – ending | $ | 115,868 | $ | 82,769 | ||||||||||||
Supplemental disclosures: | ||||||||||||||||
Interest paid | $ | 42,809 | $ | 32,294 | $ | 151,927 | $ | 42,809 | ||||||||
Income taxes paid | - | - | - | - | ||||||||||||
Non-cash investing and financing activities: | ||||||||||||||||
Common stock issued for debt conversion | $ | - | $ | 110,000 | ||||||||||||
Fixed assets acquired with note payable, equipment financing | $ | - | $ | 200,000 | ||||||||||||
Common stock issued for settlement of accounts payables | $ | 7,500 | $ | - | ||||||||||||
Common stock issued for settlement of stock payable | $ | 71,745 | $ | - | ||||||||||||
Warrants issued for debt financing | $ | 93,938 | $ | - | ||||||||||||
Common stock issued for settlement of accounts payable | $ | - | $ | 7,500 | ||||||||||||
Conversion of Series A preferred into Series B preferred | $ | 278,000 | $ | - | $ | - | $ | 85,846 | ||||||||
Deemed dividend on preferred exchange | $ | - | $ | 192,154 |
See accompanying notes to unaudited consolidated financial statements.
6 |
DIGIPATH, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 – Organization, BasisNature of PresentationBusiness and Significant Accounting Policies
OrganizationNature of Business
Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and hopes to open labs in other states that have legalized the sale of cannabis, beginning with California or Arizona.2015.
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.
The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021.2022. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at March 31, 2022:2023:
Schedule of Entities Under Common Control and Ownership
Jurisdiction of | ||||||||
Name of Entity | Incorporation | Relationship | ||||||
Digipath, | Nevada | Parent | ||||||
Digipath Labs, | Nevada | Subsidiary | ||||||
Digipath Labs CA, Inc | California | Subsidiary | ||||||
Digipath Labs | Colombia | Subsidiary | ||||||
VSSL Enterprises, | Canada | Subsidiary | ||||||
(1) |
Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. |
Formed during the second fiscal quarter of 2021, but has not yet commenced significant operations. |
Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. |
Acquired on March 11, 2020. |
The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States.
7 |
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Correction of an Error
Stock-based compensation were reported in the six months ended June 30, 2022 as $202,143 in error. The error was corrected in the annual 2022 10-K as a component of professional fees. In addition, the Company reported the exchange of Series A Preferred Stock for Series B Stock as an exchange with equal value in error. The effect of the error corrections on the prior periods has been determined to be immaterial, however, the Company has labeled the column headings for the prior periods as “revised.” For the six months ended March 31, 2022, the financial statements of the line items affected by the revision are as follows:
Schedule of Correction of an Error
Consolidated Statement of Operations
Line items for Q2-2022 effected by the restatement | Previously Reported | Correction of Error | Effect of Discontinued operations | Revised | ||||||||||||
Professional Fees | $ | 554,861 | $ | (12,722 | ) | $ | (71,317 | ) | $ | 470,822 | ||||||
Total operating expenses | 1,029,172 | (12,722 | ) | (463,493 | ) | 552,957 | ||||||||||
Operating loss | (543,485 | ) | 12,722 | (22,194 | ) | (552,957 | ) | |||||||||
Net Income (loss) | (663,921 | ) | 12,722 | (13,758 | ) | (664,957 | ) | |||||||||
Deemed Dividend | - | (192,154 | ) | - | (192,154 | ) | ||||||||||
Net Income (loss) to common shareholders | (663,921 | ) | (179,432 | ) | - | (843,353 | ) |
Consolidated Statement of Cash Flows
Line items for Q2-2022 effected by the restatement | Previously Reported | Correction of Error | Effect of Discontinued operations | Revised | ||||||||||||
Net Loss | $ | (663,921 | ) | $ | 12,722 | $ | (13,758 | ) | $ | (664,957 | ) | |||||
Stock-based compensation | 202,143 | (12,722 | ) | - | 189,421 | |||||||||||
Non-cash Investing and Financing Activities | ||||||||||||||||
Conversion of Series A preferred into Series B preferred | 278,000 | (192,154 | ) | - | 85,846 | |||||||||||
Deemed dividend on preferred exchange | 192,154 | ) | - | 192,154 |
Fair Value of Financial Instruments
Under FASBThe Company adopted ASC 820-10-05, the Financial Accounting Standards Board820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a frameworkthree-level valuation hierarchy for measuringdisclosures of fair value in generally accepted accounting principlesmeasurement and expands disclosures aboutenhances disclosure requirements for fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute.measures. The adoption of this standard did not have a material effect on the Company’s financial statementsthree levels are defined as reflected herein. follows:
- | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | |
- | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. | |
- | Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. |
The carrying amountsvalue of cash, accounts receivable, accounts payablepayables and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-termshort term nature of the instruments.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.
RevenueOur revenue is primarily generated through our subsidiary, Digipath Labs, Inc. (“Digipath Labs”), which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables.
Discontinued Operations
On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The business of an entity that is in the process of disposing its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, the Company’s lab testing business is now reported as discontinued operations.
Assets and liabilities of the discontinued operations are aggregated and reported separately as assets and liabilities of discontinued operations in the Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022. The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended March 31, 2023 and 2022. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended March 31, 2023 and 2022.
Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations.
8 |
The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services are the consideration received forconsists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.
Income Taxes
The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
Uncertain Tax Positions
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
Recently Issued Accounting Pronouncements
In August 2020,There are no recently issued accounting pronouncements that the FASB issued ASU 2020-06, Debt -Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40):Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects the diluted earnings per share calculation for instrumentsCompany has yet to adopt that may be settled in cash or shares and for convertible instruments and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entitiesare expected to usehave a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is evaluating the impact that this ASU may havematerial effect on its consolidated financial statements.
position, results of operations, or cash flows.
Note 2 – Going Concern
As shown in the accompanying condensed consolidated financial statements, asAs of March 31, 2022,2023, the Company had negative working capital of $1,598,3872,993,815, an accumulated recurring losses of $18,615,57420,316,599, and only $82,769115,868 of cash on hand, which ismay not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short termshort-term operations. Management believes these factors will contribute toward achieving profitability.
The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
9 |
Note 3 – Fair Value of Financial Instruments
The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement (“ASC 820”). Under FASB ASC 820-10-5, fair value is defined as 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of March 31, 20222023 and September 30, 2021,2022, respectively:
Summary of Financial Instruments at Fair Value on Recurring Basis
Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Fair Value Measurements at March 31, 2022 | Fair Value Measurements at March 31, 2023 | |||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||
Assets | ||||||||||||||||||||||||
Cash | $ | 82,769 | $ | - | $ | - | $ | 115,868 | $ | - | $ | - | ||||||||||||
Liabilities | ||||||||||||||||||||||||
Lease liabilities | - | - | 382,084 | |||||||||||||||||||||
Notes payable | - | 960,624 | - | - | 665,000 | - | ||||||||||||||||||
Convertible notes payable | - | - | 1,700,650 | |||||||||||||||||||||
Convertible notes payable, net of discounts of $81,752 | - | - | 1,686,482 |
Fair Value Measurements at September 30, 2021 | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Assets | ||||||||||||
Cash | $ | 295,932 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||
Lease liabilities | - | - | 444,131 | |||||||||
Notes payable | - | 598,941 | - | |||||||||
Convertible notes payable, net of discounts of $98,188 | - | - | 1,307,282 |
The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35.
Level 1 | Level 2 | Level 3 | ||||||||||
Fair Value Measurements at September 30, 2022 | ||||||||||||
Level 1 | Level 2 | Level 3 | ||||||||||
Assets | ||||||||||||
Cash | $ | 56,168 | $ | - | $ | - | ||||||
Liabilities | ||||||||||||
Notes payable | - | 665,000 | - | |||||||||
Convertible notes payable, net of discounts of $84,767 | - | - | 1,683,467 |
There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended March 31, 2022 or the year ended September 30, 2021.2023.
Note 4 – Related Party Transactions
During the six months ended March 31, 2023 the Company incurred fees of $30,000 for services from its CFO. As of March 31, 2023 the Company has accrued a total of $45,000 in fees related to past services to its CFO.
During the six months ended March 31, 2023 the Company incurred fees of $42,000 for services from its Board of directors. As of March 31, 2022 the Company has accrued a total of $168,000 in fees related to past services to the Board of Directors.
During the six months ended March 31, 2023, the Company granted 3,400,000 shares of its common stock to the officers and 1,000,000 shares of its common stock to members of the board of directors as compensation for services performed with a fair value of $24,820 and $7,300, respectively. As of March 31, 2023, the shares have not been issued and therefore has been recorded as a stock payable.
Note 45 – Note Receivable
On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $ . The loans bear interest at an annual rate of %, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes has been recorded due to the uncertainty of collectability.
On various dates between August 23, 2021 and March 31,September 30, 2022, we loaned C3 Labs, Inc. (“C3 Labs”) a total of $ . The loans bearbore interest at an annual rate of %. These loans arewere evidenced by secured demand notes, and arewere secured by a lien on the borrower’s assets and have a maturity date of . The Company hashad recorded interest income of $15,120 during the six months ended March 31, 2022 with total accrued interest of $ as of March 31,September 30, 2022.
10 |
The loans were made in connection with a potential acquisition of a controlling interest in C3 Labs.Labs pursuant to a letter of intent. On March 11, 2022, the Company notified the current owners of C3 Labs of its termination of the letter of intent. The Company is currently inintent and took possession of the equipment of C3 Labs (“C3 Equipment”), which it is in the process of liquidating. The Company anticipates that the proceeds of such liquidation will be sufficient to repay the Company in full all amounts owed to it by C3 Labs under the secured loans.
On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell the C3 Equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a Note Receivable (“Invictus Note”) in the amount of $625,000. The Invictus Note has a maturity date of December 31, 2023, accrues interest at a rate of 10% per annum, and provides for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. The Company has recorded a full allowance against the Invictus Note as collectability cannot be assured as of the date of this filing. As of March 31, 2023 the Company received $235,000 of the initial $275,000, and the final $40,000 was received in May 2023. The Company is working to amend the Invictus Note to reflect the delays of the initial closing conditions.
Note 56 – Fixed Assets
Fixed assets consist of the following at March 31, 20222023 and September 30, 2021:2022:
Schedule of Fixed Assets
March 31, | September 30, | |||||||
2022 | 2021 | |||||||
Software | $ | 125,903 | $ | 125,903 | ||||
Office equipment | 71,601 | 71,601 | ||||||
Furniture and fixtures | 29,879 | 29,879 | ||||||
Lab equipment | 1,455,479 | 1,453,716 | ||||||
Leasehold improvements | 496,600 | 494,117 | ||||||
Lab equipment held under capital leases | 99,193 | 99,193 | ||||||
Fixed assets,gross | 2,278,655 | 2,274,409 | ||||||
Less: accumulated depreciation | (1,744,220 | ) | (1,627,157 | ) | ||||
Total | $ | 534,435 | $ | 647,252 |
2023 | 2022 | |||||||
As of | ||||||||
March 31, | September 30, | |||||||
2023 | 2022 | |||||||
Lab equipment | - | 55,000 | ||||||
Fixed assets, gross | - | 55,000 | ||||||
Less: accumulated depreciation | - | - | ||||||
Total | $ | - | $ | 55,000 |
Depreciation and amortization expense totalled $117,063 and $159,209 forDuring the six months ended March 31, 2022 and 2021, respectively.
Note 6 – Leases
The2023, the Company leases its operating and office facility under a non-cancellable real property lease agreement that expires on recorded impairment expense in the amount of $August 31, 202555,000. The Company also has a financing lease for lab related to equipment subject toacquired with the recently adopted ASU 2016-02. Inanticipation of the locations in which it is economically feasible to continue to operate, management expects to enter into a new lease upon expiration. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. AsC3 Labs acquisition. Upon the Company’s leases do not provide implicit discount rates,decision to terminate the Company uses an incremental borrowing rate based onacquisition, the information available at the commencement date in determining the present value of lease payments.equipment was deemed to be impaired.
The components of lease expense were as follows:
Schedule of Components of Lease Expense
For the Six | For the Six | |||||||
Months Ended | Months Ended | |||||||
March 31, | March 31, | |||||||
2022 | 2021 | |||||||
Operating lease cost | $ | 59,436 | $ | 21,644 | ||||
Finance lease cost: | ||||||||
Amortization of assets | 17,329 | 45,308 | ||||||
Interest on lease liabilities | 1,223 | 14,129 | ||||||
Total net lease cost | $ | 18,552 | $ | 59,437 |
Supplemental balance sheet information related to leases was as follows:
Schedule of Supplemental Balance Sheet Information
March 31, | September 30, | |||||||
2022 | 2021 | |||||||
Operating leases: | ||||||||
Operating lease assets | $ | 366,089 | $ | 413,884 | ||||
Current portion of operating lease liabilities | 98,281 | $ | 93,601 | |||||
Noncurrent operating lease liabilities | 279,981 | 330,151 | ||||||
Total operating lease liabilities | $ | 378,262 | $ | 423,752 | ||||
Finance lease: | ||||||||
Equipment, at cost | $ | 99,193 | $ | 99,193 | ||||
Accumulated amortization | (49,596 | ) | (36,677 | ) | ||||
Equipment, net | $ | 49,597 | $ | 74,395 | ||||
Current portion of finance lease liabilities | $ | 3,822 | $ | 20,379 | ||||
Noncurrent finance lease liabilities | - | - | ||||||
Total finance lease liabilities | $ | 3,822 | $ | 20,379 | ||||
Weighted average remaining lease term: | ||||||||
Operating leases | 3.42 years | 3.92 years | ||||||
Finance leases | 0.05 years | 1.55 years | ||||||
Weighted average discount rate: | ||||||||
Operating leases | 5.75 | % | 5.75 | % | ||||
Finance lease | 18.41 | % | 18.41 | % |
Supplemental cash flow and other information related to leases was as follows:
Schedule of Supplemental Cash Flow and Other Information
For the Six | For the Six | |||||||
Months Ended | Months Ended | |||||||
March 31, | March 31, | |||||||
2022 | 2021 | |||||||
Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
Operating cash flows used for operating leases | $ | 45,490 | $ | 41,143 | ||||
Financing cash flows used for finance leases | $ | 16,557 | $ | 16,715 | ||||
Leased assets obtained in exchange for lease liabilities: | ||||||||
Total operating lease liabilities | $ | - | $ | 528,616 | ||||
Total finance lease liabilities | $ | - | $ | 99,193 |
The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancellable operating leases as of March 31, 2022:
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases
Fiscal Year Ending | Minimum Lease | |||
September 30, | Commitments | |||
2022 (for the six months remaining) | $ | 58,419 | ||
2023 | 119,468 | |||
2024 | 123,543 | |||
2025 | 116,892 | |||
2026 | - | |||
Total future undiscounted lease payments | 418,322 | |||
Less interest | 40,060 | |||
Present value of lease payments | 378,262 | |||
Less current portion | 98,281 | |||
Long-term operating lease liabilities | $ | 279,981 |
Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at March 31, 2022:
Schedule of Future Minimum Annual Lease Payments Under Finance Lease
Finance | ||||
Leases | ||||
2022 | $ | 3,865 | ||
2023 | - | |||
Total minimum lease payments | 3,865 | |||
Less interest | 43 | |||
Present value of lease liabilities | 3,822 | |||
Less current portion | 3,822 | |||
Long-term finance lease liabilities | $ | - |
Note 7 –Notes Payable
Notes payable consists of the following at March 31, 20222023 and September 30, 2021,2022, respectively:
Schedule of Notes Payable
March 31, | September 30, | March 31, 2023 | September 30, 2022 | |||||||||||||
2022 | 2021 | |||||||||||||||
On September 10, 2021, the Company, entered into a Secured Promissory note for $675,000 from US Canna Lab I, LLC, (the “Company Canna Lab Note”). The Company Canna Lab Note carries interest at 12% per annum, and is due on September 10, 2024 with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. As of March 31, 2022, a total $675,000 of the funds have been advanced to the Company. In addition, the Company was advanced an additional $115,000 of funds under the same terms as the original note. | $ | 790,000 | $ | 400,000 | ||||||||||||
On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. | 170,624 | 198,941 | ||||||||||||||
Notes payable | $ | - | $ | - | ||||||||||||
On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $675,000 to US Canna Lab I, LLC (the “Canna Lab Note”). The Canna Lab Note carries interest at 12% per annum and is due on September 10, 2024, with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. In addition, the Company was advanced an additional $115,000 of funds during the year ended September 30, 2022 under the same terms as the original note. During the year ended September 30, 2022, the Company repaid $125,000 of the principal balance on the note. As a result of the Company not meeting the monthly payment obligations, the CannaLab Note is in technical default, however, no default notice has been provided by CannaLab as of the date of this filing. There are no additional obligations of the Company under default with the exception of being due on demand. | $ | 665,000 | $ | 665,000 | ||||||||||||
Total notes payable | 960,624 | 598,941 | 665,000 | 665,000 | ||||||||||||
Less: current maturities | (486,458 | ) | (259,425 | ) | (665,000 | ) | (665,000 | ) | ||||||||
Notes payable | $ | 474,166 | $ | 339,516 | $ | - | $ | - |
11 |
The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $41,27729,770 and $7,97039,444 during the six months ended March 31, 20222023 and 2021, respectively.2022.
Notes payable – discontinued operations
111,325 | 141,348 |
Note 8 – Convertible Notes Payable
Related Party Convertible notes payable consistsconsist of the following at March 31, 20222023 and September 30, 2021,2022, respectively:
Schedule of Related Party Convertible Notes Payable
March 31, | September 30, | |||||||
2022 | 2021 | |||||||
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into shares of common stock at a conversion price of $0.03 per share. | $ | 50,000 | $ | 50,000 | ||||
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $50,000 of principal into shares of common stock at a conversion price of $0.03 per share. | 150,000 | 150,000 | ||||||
On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $400,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $50,000 of principal into shares of common stock at a conversion price of $0.03 per share. | 350,000 | 350,000 | ||||||
On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. On February 22, 2021, the noteholder converted $90,000 of principal into shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 the note was amended to add outstanding short term notes and accrued interest into the principal balance, making the outstanding balance 355,470, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188 as a result of the beneficial conversion feature of the additional principal. During the six months ended March 31, 2022, the Company repaid $40,000 of the balance of this note. In addition, during the six months ended March 31, 2022, the Company was advanced additional loans of $394,265 from the lender under the same terms. | 709,735 | 355,470 | ||||||
On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. | 350,000 | 350,000 | ||||||
On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. | 150,000 | 150,000 | ||||||
Total convertible notes payable | 1,759,735 | 1,407,470 | ||||||
Less: unamortized debt discounts | (59,085 | ) | (98,188 | ) | ||||
Total convertible debt | 1,700,650 | 1,307,282 | ||||||
Less: current maturities | 1,700,650 | 1,050,000 | ||||||
Convertible notes payable | $ | - | $ | 257,282 |
March 31, | September 30, | |||||||
2023 | 2022 | |||||||
Convertible notes payable | $ | - | $ | 310,272 | ||||
On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $400,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $50,000 of principal into shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue common shares, which were recorded as debt discount with a relative fair value of $43,788. As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party. | $ | 350,000 | $ | 350,000 | ||||
Total related party convertible notes payable | 350,000 | 350,000 | ||||||
Less: unamortized debt discounts | (25,238 | ) | (39,728 | ) | ||||
Total convertible debt | 324,762 | 310,272 | ||||||
Less: current maturities | (324,762 | ) | - | |||||
Related party convertible notes payable | $ | - | $ | 310,272 |
Convertible notes payable consist of the following at March 31, 2023 and September 30, 2022, respectively:
Schedule of Convertible Notes Payable
March 31, | September 30, | |||||||
2023 | 2022 | |||||||
Convertible notes payable | $ | - | $ | 174,726 | ||||
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue common shares, which were recorded as debt discount, with a relative fair value of $6,989. | $ | 50,000 | $ | 50,000 | ||||
On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $50,000 of principal into shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension the Company agreed to issue common shares, which were recorded as debt discount, with a relative fair value of $20,968. | 150,000 | 150,000 | ||||||
On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. On February 22, 2021, the noteholder converted $90,000 of principal into shares of common stock at a conversion price of $0.03 per share. On September 30, 2021 the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,470, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166 which was recorded as a debt discount. | 355,469 | 355,469 | ||||||
On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. | 350,000 | 350,000 |
On October 1, 2022, The Company entered into a senior secured convertible note that carries an 8% interest rate, which matures on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102 which was recorded as a debt discount. | 362,765 | 362,765 | ||||||
On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. | 150,000 | 150,000 | ||||||
Total convertible notes payable | 1,418,234 | 1,418,234 | ||||||
Less: unamortized debt discounts | (75,851 | ) | (45,039 | ) | ||||
Total convertible debt | 1,342,383 | 1,373,195 | ||||||
Less: current maturities | (1,342,383 | ) | (1,198,469 | ) | ||||
Convertible notes payable | $ | - | $ | 174,726 |
In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.
The aforementioned accounting treatment resulted in a total debt discount equal to $98,188.93,938 during the six months ended March 31, 2023. The discount is amortized on a straight-line basis from the dates of issuance until the earlier of the stated redemption date of the debts,debt, as noted above, or the actual settlement date. The Company recorded debt amortization expense onattributed to the aforementioned debt discount in the amountamounts of $77,616 and $39,103 for, during the six months ended March 31, 2022.2023 and 2022, respectively. Unamortized discount as of March 31, 20222023 is $59,085101,089.
All of the convertible notes limit the maximum number of shares that can be owned by each note holder as a result of the conversions to common stock to % of the Company’s issued and outstanding shares.
The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $46,38072,473 and $51,80258,128 for the six months ended March 31, 20222023 and 2021,2022, respectively.
The Company recognized interest expense for the six months ended March 31, 20222023 and 2021,2022, respectively, as follows:
Schedule of Interest Expense
March 31, | March 31, | March 31, | March 31, | |||||||||||||
2022 | 2021 | 2023 | 2022 | |||||||||||||
Interest on short term loans | $ | - | $ | 1,687 | ||||||||||||
Interest on capital leases | 6,603 | 4,929 | ||||||||||||||
Interest on notes payable | 41,277 | 7,970 | 29,770 | 39,444 | ||||||||||||
Amortization of beneficial conversion features | 39,103 | 8,322 | 77,616 | 39,103 | ||||||||||||
Interest on convertible notes | 58,128 | 51,802 | 72,473 | 58,128 | ||||||||||||
Total interest expense | $ | 145,111 | $ | 74,710 | $ | 179,859 | $ | 136,675 |
Note 9 -– Changes in Stockholders’ Equity
Convertible Preferred Stock
The Company is authorized to issue and, have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), and shares have been designated as Series C Preferred Stock (“Series C Preferred”) with the remaining shares available for designation from time to time by the Board as set forth below. As of March 31, 2022,2023, there were shares of Series A Preferred issued and outstanding, and shares of Series B Preferred issued and outstanding and shares of Series C Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock and each share of Series B Preferred is currently convertible into twenty-five shares of common stock. shares of preferred stock with a par value of $ per share, of which have been designated as Series A Convertible Preferred Stock (“Series A Preferred”)
Series A
The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 20222023 are convertible into shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99%4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice. shares of Series A Preferred outstanding at March 31,
14 |
Additional terms of the Series A Preferred and include the following:
● | The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. |
● | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends. |
● | The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. |
● | Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. |
● | Consent of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. |
● | Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion. |
During the six months ended March 31, 2022, the Company offered the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment. One Series A shareholder agreed to invest additional cash proceeds of $55,600 for Series B shares and converted of their Series A into Series B.
Series B
The Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a Stated Value of $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and is currently convertible into common stock at a conversion price equal to $, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the shares of Series B Preferred outstanding at March 31, 20222023 are convertible into shares of the common stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to beneficially own more than 4.99%4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.
Additional terms of the Series B Preferred and include the following:
● | The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred may then be converted. |
● | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid |
● | Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred may then be converted. |
15 |
Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the balance sheet.
Series C
The Series C Preferred were designated on July 20, 2022. The principal feature of the Series C Preferred Stock is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred Stock. The shares of Series C Preferred Stock are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock. As of March 31, 2023, there we no shares of Series C Preferred outstanding.
Additional terms of the Series C Preferred and include the following:
● | The shares of Series C Preferred are not entitled to dividends. |
● | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred. |
● | The shares of Series C Preferred are not entitled to conversion rights. |
On December 30, 2021,March 2, 2023, the Company entered into an Exchangea Preferred Stock Repurchase Agreement with one ofTodd Denkin, the Company’s institutional investors (the “Investor”),president, pursuant to which Mr. Denkin surrendered his Series C Preferred back to the Investor exchanged shares ofCompany for the Series A Preferred for shares of the Series B Preferred. In addition, on December 30, 2021, the Investor purchased shares of Series B Preferred Stock at apurchase price of $1.00 per share, resulting in gross proceeds to the Company of $ .
Common Stock
Common stock consists of $2022.2023. par value, shares authorized, of which shares were issued and outstanding as of March 31,
During the six months ended March 31, 2022,2023, the Company issued shares of its common stock in exchange for services rendered to the Company, by the chairmansettlement of the board of directors, with a total fair value $98,679 based on the closing price of the Company’s common stock onpayable in the datesamount of grant.$71,745.
During the six months ended March 31, 2022,2023, the Company issued granted 2,166,667 3,400,000shares of its common stock in exchange for services rendered to the Company by third party consultants, with a total fair value $officers and 103,464 based on the closing price of the Company’s common stock on the dates of grant.
During the six months ended March 31, 2022, the Company issued shares of its common stock to settle outstanding payables inmembers of the amountboard of directors as compensation for services performed with a fair value of $7,50024,820. and $7,300, respectively. As of March 31, 2023, the shares have not been issued and as therefore has been recorded as a stock payable.
Stock Incentive Plan
On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and previously amendedterminated on May 20, 2014.March 5, 2022. As amended, the 2012 Plan provides for the issuance of up to shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Options to purchase a total of shares of common stock were outstanding as of March 31, 2022.
During the six months ended March 31, 2022,2023, the Company issued to an unrelated third party,certain employees, options to purchase shares of its common stock in exchange for services rendered to the Company with a total fair value $33,71610,446. The Company estimated the fair value using the Black-Scholes Pricing Model, based on a volatility rate of % and call option values of $ and exercise prices of $ . The options have a term of years and vest nine months after the grant date.
16 |
Amortization of Stock-Based Compensation
A total of $20222023 and 2021,2022, respectively, as a result of the vesting of common stock options issued. As of March 31, 20222023 a total of $ of unamortized expense remains to be amortized over the vesting period. and $ of stock-based compensation expense was recognized during the six months ended March 31,
Summary of Common Stock Options Outstanding
Shares Underlying | Shares Underlying | |||||||||||||||||||||||||||||||||||||||||
Shares Underlying Options Outstanding | Shares Underlying Options Outstanding | Options Exercisable | Shares Underlying Options Outstanding | Options Exercisable | ||||||||||||||||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||||||||||||||||||||
Shares | Average | Weighted | Shares | Weighted | Shares | Average | Weighted | Shares | Weighted | |||||||||||||||||||||||||||||||||
Range of | Range of | Underlying | Remaining | Average | Underlying | Average | Range of | Underlying | Remaining | Average | Underlying | Average | ||||||||||||||||||||||||||||||
Exercise | Exercise | Options | Contractual | Exercise | Options | Exercise | Exercise | Options | Contractual | Exercise | Options | Exercise | ||||||||||||||||||||||||||||||
Prices | Prices | Outstanding | Life | Price | Exercisable | Price | Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||||||||||||||||||||||||
$ | – $ | years | $ | $ | – $ | years | $ | $ |
Schedule of Weighted-Average Assumptions Used for Grants
March 31, | ||||
2023 | ||||
Average risk-free interest rates | 3.88 | % | ||
Average expected life (in years) | ||||
Volatility | 184 | % |
The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock options. During the six months ended March 31, 2023, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date.
The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the six months ended March 31, 2023, was approximately $ per option.
Schedule of Activity of Outstanding Common Stock Options
Weighted | ||||||||
Average | ||||||||
Number | Exercise | |||||||
of Shares | Price | |||||||
Balance, September 30, 2021 | 5,620,000 | $ | 0.08 | |||||
Options issued | 1,000,000 | $ | ||||||
Options forfeited | (600,000 | ) | $ | |||||
Balance, March 31, 2022 | 6,020,000 | $ | ||||||
Exercisable, March 31, 2022 | 5,359,285 | $ |
Weighted | ||||||||
Average | ||||||||
Number | Exercise | |||||||
of Shares | Price | |||||||
Balance, September 30, 2022 | $ | |||||||
Options issued | ||||||||
Options forfeited | - | |||||||
Balance, March 31, 2023 | 8,120,000 | $ | ||||||
Exercisable, March 31, 2023 | 5,912,857 | $ |
17 |
As of March 31, 2022,2023, these options in the aggregate had no$ and $ of intrinsic value asfor the outstanding and exercisable options, respectively, based on the per share market price of $ of the Company’s common stock as of such date was less than the weighted-average exercise price of these options of $.date.
Note 11 – Common Stock Warrants
Warrants to purchase a total of 2,535,00115,387,050 shares of common stock were outstanding as of March 31, 2022.2023.
The following is a summary of information about our warrants to purchase common stock outstanding at March 31, 2022.2023 (including those issued to both investors and service providers).
Summary of Common Stock Warrants Outstanding
Shares Underlying | Shares Underlying | |||||||||||||||||||||||||||||||||||||||||
Shares Underlying Warrants Outstanding | Shares Underlying Warrants Outstanding | Warrants Exercisable | Shares Underlying Warrants Outstanding | Warrants Exercisable | ||||||||||||||||||||||||||||||||||||||
Weighted | Weighted | |||||||||||||||||||||||||||||||||||||||||
Shares | Average | Weighted | Shares | Weighted | Shares | Average | Weighted | Shares | Weighted | |||||||||||||||||||||||||||||||||
Range of | Range of | Underlying | Remaining | Average | Underlying | Average | Range of | Underlying | Remaining | Average | Underlying | Average | ||||||||||||||||||||||||||||||
Exercise | Exercise | Warrants | Contractual | Exercise | Warrants | Exercise | Exercise | Warrants | Contractual | Exercise | Warrants | Exercise | ||||||||||||||||||||||||||||||
Prices | Prices | Outstanding | Life | Price | Exercisable | Price | Prices | Outstanding | Life | Price | Exercisable | Price | ||||||||||||||||||||||||||||||
$ | - | years | $ | $ | - | 15,387,050 | years | $ | $ |
The following is a summary of activity of outstanding common stock warrants:
Schedule of Outstanding Common Stock Warrants Activity
Weighted | ||||||||
Average | ||||||||
Number | Exercise | |||||||
of Shares | Price | |||||||
Balance, September 30, 2021 | 2,535,001 | $ | 0.17 | |||||
Warrants granted | - | - | ||||||
Warrants expired | - | - | ||||||
Balance, March 31, 2022 | 2,535,001 | $ | 0.17 | |||||
Exercisable, March 31, 2022 | 2,535,001 | $ | 0.17 |
Weighted | ||||||||
Average | ||||||||
Number | Exercise | |||||||
of Shares | Price | |||||||
Balance, September 30, 2022 | 1,500,000 | $ | 0.10 | |||||
Warrants granted | 13,887,050 | $ | 0.007 | |||||
Warrants expired | - | - | ||||||
Balance, March 31, 2023 | 15,387,050 | $ | 0.016 | |||||
Exercisable, March 31, 2023 | 15,387,050 | $ | 0.016 |
As of March 31, 2022,2023, these warrants in the aggregate had no$ of intrinsic value as the per share market price of $ of the Company’s common stock as of such date was lessgreater than the weighted-average exercise price of these warrantscertain warrants.
Note 12 – Discontinued Operations
On April 20, 2023, the Company, and Digipath Labs entered into the Purchase Agreement with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs has agreed to sell substantially all of its assets to Buyer for a cash purchase price of $0.172,300,000 (the “Purchase Price”) as described in Note 1 above. The Purchase Price is subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing is greater or less than $150,000.
The Purchase Agreement includes a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction is subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). In the event CCB approval is not obtained by June 30, 2024, or any other condition to closing has not been satisfied by such date, either party may terminate the Purchase Agreement.
18 |
Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount will continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.
The balance sheets of Digipath Labs are summarized below:
Schedule of Discontinued Operations Income Statement Balance Sheet and Additional Disclosures
March 31, 2023 | September 30, 2022 | |||||||
Current assets: | ||||||||
Accounts receivable, net | $ | 315,625 | $ | 335,085 | ||||
Deposits | 18,675 | 25,141 | ||||||
Other current assets | 24,361 | 32,971 | ||||||
Total current assets | 358,661 | 393,197 | ||||||
Right-of-use asset | 266,418 | 316,961 | ||||||
Fixed assets, net | 360,630 | 405,823 | ||||||
Total long term assets | 627,048 | 722,784 | ||||||
Total Assets | $ | 985,709 | $ | 1,115,981 | ||||
Current liabilities: | ||||||||
Accounts payable | $ | 337,758 | $ | 334,909 | ||||
Accrued expenses | 34,964 | 32,571 | ||||||
Current portion of operating lease liabilities | 121,748 | 100,685 | ||||||
Current maturities of notes payable | 62,693 | 60,920 | ||||||
Total current liabilities | 557,163 | 529,085 | ||||||
Operating lease liabilities | 158,233 | 229,825 | ||||||
Notes payable | 48,632 | 80,428 | ||||||
Total long term liabilities | 206,865 | 310,253 | ||||||
Total Liabilities | $ | 764,028 | $ | 839,338 |
The statements of operations of Digipath Labs combined are summarized below:
2023 | 2022 | 2023 | 2022 | |||||||||||||
For the Three Months Ended | For the Six Months Ended | |||||||||||||||
March 31, | March 31 | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 760,710 | $ | 604,735 | $ | 1,487,465 | $ | 1,304,320 | ||||||||
Cost of sales | 459,608 | 396,032 | 882,443 | 818,633 | ||||||||||||
Gross profit | 301,102 | 208,703 | 605,022 | 485,687 | ||||||||||||
Operating expenses: | ||||||||||||||||
General and administrative | 224,346 | 193,007 | 504,990 | 392,176 | ||||||||||||
Professional fees | 20,688 | 26,413 | 43,460 | 71,317 | ||||||||||||
Total operating expenses | 245,034 | 219,420 | 548,450 | 463,493 | ||||||||||||
Operating income(loss) | 56,068 | (10,717 | ) | 56,572 | 22,194 | |||||||||||
Other income (expense): | ||||||||||||||||
Interest expense | (1,745 | ) | (4,904 | ) | (3,706 | ) | (8,436 | ) | ||||||||
Total other income (expense) | (1,745 | ) | (4,904 | ) | (3,706 | ) | (8,436 | ) | ||||||||
Net income (loss) | $ | 54,323 | $ | (15,621 | ) | $ | 52,866 | $ | 13,758 |
Note 1213 – Commitments and Contingencies
Legal Contingencies
There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
Note 14 – Subsequent Events
On April 20, 2023, the Company and Digipath Labs entered into the Purchase Agreement with DPL NV, LLC as described in Notes 1 and 12 above.
In connection with the transactions contemplated by the Purchase Agreement, Digipath, Digipath Labs and Buyer entered into a Management Services Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant to which Buyer has been engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement is subject to the approval of the CCB, which has not yet been obtained. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath (but not less than $15,000) in each month, Buyer will be entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month will be payable 45% to the Buyer and 55% to the Company.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
The information contained in this Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended September 30, 20212022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September 30, 20212022 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarterly report on Form 10-Q. The following should also be read in conjunction with the unaudited Financial Statements and notes thereto that appear elsewhere in this report.
Overview
Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and has plans to open labs in other states that have legalized the sale of cannabis, beginning with California.
Results of Operations for the Three Months Ended March 31, 20222023 and 2021:2022:
The following table summarizes selected items from the statement of operations for the three months ended March 31, 20222023 and 2021.2022.
Three Months Ended March 31, | Increase / | |||||||||||
2022 | 2021 | (Decrease) | ||||||||||
Revenues | $ | 604,735 | $ | 633,160 | $ | (28,425 | ) | |||||
Cost of sales | 396,032 | 416,915 | (20,883 | ) | ||||||||
Gross profit | 208,703 | 216,245 | (7,542 | ) | ||||||||
Operating expenses: | ||||||||||||
General and administrative | 235,470 | 211,961 | 23,509 | |||||||||
Professional fees | 286,390 | 107,819 | 178,571 | |||||||||
Change in allowance for doubtful accounts | 16 | (106,155 | ) | 106,171 | ||||||||
Total operating expenses: | 521,876 | 213,625 | 308,251 | |||||||||
Operating income (loss) | (313,173 | ) | 2,620 | (315,793 | ) | |||||||
Total other income (expense) | (60,423 | ) | 15,581 | (76,004 | ) | |||||||
Net loss | $ | (373,596 | ) | $ | 18,201 | $ | (391,797 | ) |
Revenues
Aggregate revenues for the three months ended March 31, 2022 were $604,735, compared to revenues of $633,160 during the three months ended March 31, 2021, a decrease of $28,425 or 4%. The decrease in revenue was due to a slight decrease in tourism in Nevada during the current period as opposed to the same period in 2021.
Cost of Sales
Cost of sales for the three months ended March 31, 2022 were $396,032, compared to $416,915 during the three months ended March 31, 2021, a decrease of $20,883, or 5%. Cost of sales consists primarily of labor, depreciation, maintenance on lab equipment, and supplies consumed in our testing operations. The decreased cost of sales in the current period was primarily due to our sales decrease of 4% as well as reducing our outsourced testing fees incurred during the current period. Our gross margins were approximately 35% during the three months ended March 31, 2022, compared to 34% during the three months ended March 31, 2021, which translated to $20,883 of decreased gross profit from our $28,425 of decreased revenues received in the current period.
Three Months Ended March 31, | Increase / | |||||||||||
2023 | 2022 | (Decrease) | ||||||||||
Revenues | $ | - | $ | - | $ | - | ||||||
Cost of sales | - | - | - | |||||||||
Gross profit | - | - | - | |||||||||
Operating expenses: | ||||||||||||
General and administrative | 45,674 | 42,479 | 3,195 | |||||||||
Professional fees | 128,440 | 259,977 | (131,537 | ) | ||||||||
Total operating expenses: | 174,114 | 302,456 | (128,342 | ) | ||||||||
Operating loss | (174,114 | ) | (302,456 | ) | 128,342 | |||||||
Total other income (expense) | 52,293 | (55,519 | ) | 107,812 | ||||||||
Net loss from continuing operations | (121,821 | ) | (357,975 | ) | 236,154 | |||||||
Net income (loss) from discontinued operations | 54,323 | (15,621 | ) | 69,944 | ||||||||
Net loss | $ | (67,498 | ) | $ | (373,596 | ) | $ | 306,098 |
General and Administrative Expenses
General and administrative expenses for the three months ended March 31, 20222023 were $235,470$45,674, compared to $211,961 during the three months ended March 31, 2021, an increase of $23,509, or 11%. The expenses consisted primarily of marketing, rent, salaries and wages, and travel expenses. General and administrative expenses included non-cash, stock-based compensation of $0 and $16,952$42,479 during the three months ended March 31, 2022, an increase of $3,195, or 8%. The expenses consisted primarily of salaries and 2021,wages and included $30,991 and $6,171 of non-cash stock-based compensation, respectively. General and administrative expenses decreased primarily due to decreased corporate overhead activities.
Professional Fees
Professional fees for the three months ended March 31, 20222023 were $286,390,$128,440, compared to $107,819$259,977 during the three months ended March 31, 2021, an increase2022, a decrease of $178,571,$131,537, or 166%51%. Professional fees included non-cash, stock-based compensation of $103,464$10,333 and $44,147$103,464 during the three months ended March 31, 20222023 and 2021,2022, respectively. Professional fees increaseddecreased primarily due to increaseddecreased corporate consulting services during the current period as we focused primarilydecreased our focus on the lab operations during the current period.
Change in Allowance for Doubtful Accounts
Our change in allowance for doubtful accounts for the three months ended March 31, 2022 resulted in $16 of income, compared to $106,155 of expense during the three months ended March 31, 2021, an improvement of $106,171, or 100%. Our change in allowance for doubtful accounts improved during the current period as the Nevada tourism market began to open up again and our customers’ cash flows improved.expansion efforts.
Operating Loss
Our operating loss for the three months ended March 31, 20222023 was $313,173,$174,114, compared to an operating incomeloss of $2,620$302,456 during the three months ended March 31, 2021,2022, a decrease of $315,793,$128,342, or 12,053%42%. Our operating loss increaseddecreased primarily due to our decreased gross profit and not having a reversal of our allowance for doubtful accounts.professional fees.
20 |
Other Income (Expense)
Other expense,income, on a net basis, for the three months ended March 31, 20222023 was $60,423,$52,293, compared to other income,expense, on a net basis, of $15,581$55,519 during the three months ended March 31, 2021,2022, a net decreaseincrease of $76,004.$107,812. Other expenseincome consisted of interest expense of $75,718$82,707 and recovery of previously written off receivables of $135,000 for the three months ended March 31, 2022. partially offset by other income, consisting of $15,295 of interest income.2023.
Net Loss
Net loss for the three months ended March 31, 2022 was $373,596, compared to net income of $18,201 during the three months ended March 31, 2021, a decrease of $391,797, or 2,153%. The net loss was primarily due to our decreased revenues, increase interest expense, and not having a reversal in our doubtful accounts from the March 31, 2021 period.
Results of Operations for the Six Months Ended March 31, 20222023 and 2021:2022:
The following table summarizes selected items from the statement of operations for the six months ended March 31, 20222023 and 2021.2022.
Six Months Ended March 31, | Increase / | |||||||||||
2022 | 2021 | (Decrease) | ||||||||||
Revenues | $ | 1,304,320 | $ | 1,133,545 | $ | 170,775 | ||||||
Cost of sales | 818,633 | 837,800 | (19,167 | ) | ||||||||
Gross profit | 485,687 | 295,745 | 189,942 | |||||||||
Operating expenses: | ||||||||||||
General and administrative | 476,434 | 437,011 | 39,423 | |||||||||
Professional fees | 554,861 | 222,363 | 332,498 | |||||||||
Change in allowance for doubtful accounts | (2,123 | ) | (17,985 | ) | 15,862 | |||||||
Total operating expenses: | 1,029,172 | 641,389 | 387,783 | |||||||||
Operating loss | (543,485 | ) | (345,644 | ) | (197,841 | ) | ||||||
Total other income (expense) | (120,436 | ) | (26,792 | ) | (93,644 | ) | ||||||
Net loss | $ | (663,921 | ) | $ | (372,436 | ) | $ | (291,485 | ) |
Revenues
Aggregate revenues for the six months ended March 31, 2022 were $1,304,320, compared to revenues of $1,133,545 during the six months ended March 31, 2021, an increase of $170,775, or 15%. The increase in revenue was due to the Nevada tourism market beginning to open up again and our customers’ cash flows improved during the current period.
Cost of Sales
Cost of sales for the six months ended March 31, 2022 were $818,633, compared to $837,800 during the six months ended March 31, 2021, a decrease of $19,167, or 2%. Cost of sales consists primarily of labor, depreciation, maintenance on lab equipment, and supplies consumed in our testing operations. The decreased cost of sales in the current period was primarily due to our decrease in outsourcing to other labs. Our gross margins of approximately 37% and 26% during the six months ended March 31, 2022 and 2021, respectively, translated to $189,942 of increased gross profit in the current period.
Six Months Ended March 31, | Increase / | |||||||||||
2023 | 2022 revised | (Decrease) | ||||||||||
Revenues | $ | - | $ | - | $ | - | ||||||
Cost of sales | - | - | - | |||||||||
Gross profit | - | - | - | |||||||||
Operating expenses: | ||||||||||||
General and administrative | 85,198 | 82,135 | 3,063 | |||||||||
Professional fees | 175,637 | 470,822 | (295,185 | ) | ||||||||
Total operating expenses: | 260,835 | 552,957 | (292,122 | ) | ||||||||
Operating loss | (260,835 | ) | (552,957 | ) | 292,122 | |||||||
Total other income (expense) | (99,859 | ) | (112,000 | ) | 12,141 | |||||||
Net loss from continuing operations | $ | (360,694 | ) | $ | (664,957 | ) | $ | 304,263 | ||||
Net income (loss) from discontinued operations | 52,866 | 13,758 | 39,108 | |||||||||
Net loss | (307,828 | ) | (651,199 | ) | 343,371 |
General and Administrative Expenses
General and administrative expenses for the six months ended March 31, 20222023 were $476,434,$85,198, compared to $437,011 during the six months ended March 31, 2021, an increase of $39,423, or 9%. The expenses consisted primarily of marketing, rent, salaries and wages, and travel expenses. General and administrative expenses included non-cash, stock-based compensation of $0 and $33,904$82,135 during the six months ended March 31, 2022, a increase of $3,063, or 4%. The expenses consisted primarily of salaries and 2021,wages and included $37,162 and $64,842 of non-cash stock-based compensation, respectively. General and administrative expenses increaseddecreased due primarily to increaseddecreased corporate overhead activities offset by the discontinuation of rents on warehouse space that we were previously subleasing.activities.
Professional Fees
Professional fees for the six months ended March 31, 20222023 were $554,861,$175,637, compared to $222,363$470,822 during the six months ended March 31, 2021, an increase2022, a decrease of $332,498,$295,185, or 150%63%. Professional fees included non-cash, stock-based compensation of $202,143$12,468 and $97,077$124,579 during the six months ended March 31, 20222023 and March 31, 2021,2022, respectively. Professional fees increaseddecreased primarily due to increased use ofdecreased corporate consulting services during the current period.
Change in Allowance for Doubtful Accounts
Our change in allowance for doubtful accounts resulted in $2,123 of income for the six months ended March 31, 2022, compared to $17,985 during the six months ended March 31, 2021, a decrease of $15,862, or 88%. Our change in allowance for doubtful accounts improved during the current period primarily as our allowance for doubtful accounts decreased from $96,285 to $88,711 during the period as the Nevada tourism market began to open up again andwe decreased our customers’ cash flows improved.focus on expansion efforts.
Operating Loss
Our operating loss for the six months ended March 31, 20222023 was $543,485,$260,835, compared to $345,644$552,957 during the six months ended March 31, 2021, an increase2022, a decrease of $197,841,$292,122, or 57%53%. Our operating loss increaseddecreased primarily due to a large increasedecrease in professional fees.
21 |
Other Expense
Other expense, on a net basis, for the six months ended March 31, 20222023 was $120,436,$99,859, compared to other expense, on a net basis, of $26,792$112,000 during the six months ended March 31, 2021,2022, a net increasedecrease of $93,644.$12,141. Other expense consisted of $145,111 of interest expense asof $179,859 and an impairment on equipment of $55,000, offset by interest income of $15,295, compared to $65,434 of interest expense, as offset by a gain on early extinguishment of debt in the amount of $40,338 and a gain on the distribution of $7,580recovery of previously impaired inventory to our former CEO, during the six months ended March 31, 2021.
Net Loss
Net losswritten off receivables of $135,000 for the six months ended March 31, 2022 was $663,921, compared to $372,436 during the six months ended March 31, 2021, an increase of $291,485, or 78%. The increased net loss was due primarily to larger professional fees and an increase in other expenses.2023.
Liquidity and Capital Resources
The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the six-monththree-month periods ended March 31, 20222023 and 2021:2022:
2022 | 2021 | 2023 | 2022 | |||||||||||||
Operating Activities | $ | (190,286 | ) | $ | (94,603 | ) | $ | (141,490 | ) | $ | (190,286 | ) | ||||
Investing Activities | (777,868 | ) | (1,206 | ) | 231,313 | (777,868 | ) | |||||||||
Financing Activities | 754,991 | 126,766 | (30,123 | ) | 754,991 | |||||||||||
Net Decrease in Cash | $ | (213,163 | ) | $ | 30,957 | |||||||||||
Net increase (Decrease) in Cash | $ | 59,700 | $ | (213,163 | ) |
Net Cash Used in Operating Activities
During the six months ended March 31, 2022,2023, net cash used in operating activities was $190,286,$141,490, compared to net cash used in operating activities of $94,603$190,286 for the same period ended March 31, 2021.2022, including cash provided by operating activities from discontinued operations of $141,538 for the six months ended March 31, 2023 compared to cash provided by operating activities from discontinued operations of $113,844 for the six months ended March 31, 2022. The increasedecrease in cash used in operating activities was primarily attributable to our increaseddecrease in net loss.loss and accounts receivable, along with increases in accounts payable and accrued expenses.
Net Cash Used inProvided by (Used in) Investing Activities
During the six months ended March 31, 2022,2023, net cash provided by investing activities was $231,313, compared to $777,868 used in investing activities was $777,868, compared to $1,206 for the same period ended March 31, 2022. The increase in2022, including cash used in investing activities from discontinued operations of $3,687 for the six months ended March 31, 2023 compared to cash used in investing activities from discontinued operations of $4,246 for the six months ended March 31, 2022. The cash provided by investing activities in the current period was a result of securedthe sale of the collateralized assets from the note receivable compared to cash used in investing activities for the prior period which was a result of loans we made to C3 Labs, Inc. in connection with a potential acquisition. On March 11, 2022, the Company notified C3 Labs of its termination of the letter of intent. The Company is currently in possession of equipment of C3 Labs, which it is in the process of liquidating. The Company anticipates that the proceeds of such liquidation will be sufficient to repay the Company in full all amounts owed to it by C3 Labs under the secured loans.
Net Cash Provided by (Used in) Financing Activities
During the six months ended March 31, 2022,2023, net cash provided byused in financing activities was $754,991,$30,123, compared to net cash provided by financing activities of $126,766$754,991 for the same period ended March 31, 2021.2022, including cash used in financing activities from discontinued operations of $30,023 for the six months ended March 31, 2023 compared to cash used financing activities from discontinued operations of $44,874 for the six months ended March 31, 2022. The current period consisted primarily of $30,023 of principal payments on an equipment loan, compared to $390,000 of proceeds received on debt financing, $407,243 proceeds fromof $394,265 received on convertible debt financing proceeds of $55,600 from the sale of preferred stock, as offset by $28,317$16,557 of principal payments on an equipment lease and $16,557$28,317 of principal payments on an equipment loan compared to $110,000 of net proceeds received on convertible debt financing,and $40,000 of proceeds from short term advances and proceeds of $20,250 from the sale of stock, as offset by $26,769 of principal payments made on an equipment lease and $16,715 of principal payments on an equipment loanconvertible notes in the comparative period.period in the prior year.
Ability to Continue as a Going Concern
As of March 31, 2022,2023, our balance of cash on hand was $82,769,$115,868, and we had negative working capital of $1,598,387$2,993,815 and an accumulated deficit of $18,615,574$20,316,599 resulting from recurring losses. We currently may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations and expand our lab testing business. As we continue to develop our lab testing business and attempt to expand operational activities, we expect to experience net negative cash flows from operations in amounts not now determinable, and will be required to obtain additional financing to fund operations through common stock offerings to the extent necessary to provide working capital. We have and expect to continue to have substantial capital expenditure and working capital needs.
The Company has incurred recurring losses from operations resulting in an accumulated deficit, and, as set forth above, the Company’s cash on hand is not sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives, becoming profitable or continuing our business without either a temporary interruption or a permanent cessation. In addition, additional financing may result in substantial dilution to existing stockholders.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.
While our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial salessale of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.lab testing services through our subsidiary Digipath Labs, Inc.
Revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022.2023. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’sCompany’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of March 31, 2022,2023, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.
ITEM 1A. RISK FACTORS.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
The followingThere were no issuances of equity securities by the Company were exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) of the Securities Act of 1933 during the six-monththree-month period ended March 31, 2022:2023:
Common Stock Issued for Services
On February 11, 2022, the Company issued 2,166,667 shares of its common stock in exchange for services rendered to the Company by third party consultants, with a total fair value $65,000 based on the closing price of the Company’s common stock on the dates of grant.
On February 11, 2022, the Company issued 250,000 shares of its common stock to settle outstanding payables in the amount of $7,500.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 16, 202226, 2023
DIGIPATH, INC. | ||
By: | /s/ Todd Denkin | |
Name: | Todd Denkin | |
Title: | Chief Executive Officer | |
By: | /s/ A. Stone Douglass | |
Name: | A. Stone Douglass | |
Title: | Chief Financial Officer |