Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | KNOW LABS, INC. | |
Entity Central Index Key | 0001074828 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | NV | |
Entity File Number | 000-30262 | |
Entity Common Stock, Shares Outstanding | 30,397,202 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 15,696,579 | $ 4,298,179 |
Total current assets | 15,696,579 | 4,298,179 |
PROPERTY AND EQUIPMENT, NET | 121,047 | 128,671 |
OTHER ASSETS | ||
Intangible assets | 14,448 | 101,114 |
Other assets | 13,767 | 25,180 |
Operating lease right of use asset | 61,998 | 129,003 |
TOTAL ASSETS | 15,907,839 | 4,682,147 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 429,233 | 487,810 |
Accounts payable - related parties | 5,347 | 5,687 |
Accrued expenses | 640,212 | 401,178 |
Accrued expenses - related parties | 734,326 | 591,600 |
Convertible notes payable | 5,057,510 | 3,967,578 |
Simple agreements for future equity | 1,125,000 | 785,000 |
Current portion of operating lease right of use liability | 65,408 | 108,779 |
Deferred revenue | 4,988 | 0 |
Total current liabilities | 8,062,024 | 6,347,632 |
NON-CURRENT LIABILITIES: | ||
Notes payable - PPP | 431,803 | 226,170 |
Operating lease right of use liability, net of current portion | 256 | 23,256 |
Total non-current liabilities | 432,059 | 249,426 |
COMMITMENTS AND CONTINGENCIES (Note 12) | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 0 | 0 |
Common stock - $0.001 par value, 100,000,000 shares authorized, 28,257,467 and 24,804,874 shares issued and outstanding at 3/31/2021 and 9/30/2020, respectively | 28,258 | 24,807 |
Additional paid in capital | 74,021,923 | 54,023,758 |
Accumulated deficit | (66,639,230) | (55,966,281) |
Total stockholders' deficit | 7,413,756 | (1,914,911) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 15,907,839 | 4,682,147 |
Series C Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | 1,790 | 1,790 |
Series D Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock | $ 1,015 | $ 1,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Sep. 30, 2020 |
STOCKHOLDERS' DEFICIT | ||
Preferred stock par value | $ 0.001 | $ .001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock shares issued | 28,257,467 | 24,804,874 |
Common stock shares outstanding | 28,257,467 | 24,804,874 |
Series C Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock par value | $ .001 | $ 0.001 |
Preferred stock shares authorized | 1,785,715 | 1,785,715 |
Preferred stock shares issued | 1,785,715 | 1,785,715 |
Preferred stock shares outstanding | 1,785,715 | 1,785,715 |
Series D Convertible Preferred Stock | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 1,016,014 | 1,016,014 |
Preferred stock shares issued | 1,016,004 | 1,016,004 |
Preferred stock shares outstanding | 1,016,004 | 1,016,004 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 0 | $ 4,546 | $ 0 | $ 121,939 |
COST OF SALES | 0 | 3,791 | 0 | 69,726 |
GROSS PROFIT | 0 | 755 | 0 | 52,213 |
RESEARCH AND DEVELOPMENT EXPENSES | 1,258,678 | 447,165 | 2,225,539 | 938,303 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,342,644 | 1,622,941 | 3,939,864 | 2,543,492 |
OPERATING LOSS | (2,601,322) | (2,069,351) | (6,165,403) | (3,429,582) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (2,772,296) | (1,301,674) | (4,507,546) | (2,981,164) |
Other income | 0 | 40,512 | 0 | 65,220 |
Total other (expense), net | (2,772,296) | (1,261,162) | (4,507,546) | (2,915,944) |
LOSS BEFORE INCOME TAXES | (5,373,618) | (3,330,513) | (10,672,949) | (6,345,526) |
Income tax expense | 0 | 0 | 0 | 0 |
NET LOSS | $ (5,373,618) | $ (3,330,513) | $ (10,672,949) | $ (6,345,526) |
Basic and diluted loss per share | $ (0.20) | $ (0.16) | $ (0.41) | $ (0.33) |
Weighted average shares of common stock outstanding- basic and diluted | 26,710,585 | 20,424,329 | 25,951,403 | 19,412,240 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series C Convertible Preferred Stock | Series D Convertible Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Deficit | Total |
Beginning balance, shares at Sep. 30, 2019 | 1,785,715 | 1,016,004 | 18,366,178 | |||
Beginning balance, amount at Sep. 30, 2019 | $ 1,790 | $ 1,015 | $ 18,366 | $ 39,085,179 | $ (42,403,640) | $ (3,297,290) |
Stock compensation expense - employee options | 399,897 | 399,897 | ||||
Stock option exercise, shares | 73,191 | |||||
Stock option exercise, amount | $ 73 | (73) | 0 | |||
Beneficial conversion feature (Note 7) | 330,082 | 330,082 | ||||
Issuance of warrants to debt holders (Note 7) | 168,270 | 168,270 | ||||
Issuance of warrants for services related to debt offering (Note 7) | 160,427 | 160,427 | ||||
Issuance of common stock for exercise of warrants, shares | 28,688 | |||||
Issuance of common stock for exercise of warrants, amount | $ 29 | (29) | 0 | |||
Net loss | (3,015,013) | (3,015,013) | ||||
Ending balance, shares at Dec. 31, 2019 | 1,785,715 | 1,016,004 | 18,468,057 | |||
Ending balance, amount at Dec. 31, 2019 | $ 1,790 | $ 1,015 | $ 18,468 | 40,143,753 | (45,418,653) | (5,253,627) |
Beginning balance, shares at Sep. 30, 2019 | 1,785,715 | 1,016,004 | 18,366,178 | |||
Beginning balance, amount at Sep. 30, 2019 | $ 1,790 | $ 1,015 | $ 18,366 | 39,085,179 | (42,403,640) | (3,297,290) |
Beneficial conversion feature (Note 7) | 435,617 | |||||
Issuance of warrants to debt holders (Note 7) | 189,484 | |||||
Issuance of warrants for services related to debt offering (Note 7) | 169,969 | |||||
Net loss | (6,345,526) | |||||
Ending balance, shares at Mar. 31, 2020 | 1,785,715 | 1,016,004 | 23,324,128 | |||
Ending balance, amount at Mar. 31, 2020 | $ 1,790 | $ 1,015 | $ 23,324 | 45,581,817 | (45,749,166) | (3,141,220) |
Beginning balance, shares at Sep. 30, 2019 | 1,785,715 | 1,016,004 | 18,366,178 | |||
Beginning balance, amount at Sep. 30, 2019 | $ 1,790 | $ 1,015 | $ 18,366 | 39,085,179 | (42,403,640) | (3,297,290) |
Ending balance, shares at Sep. 30, 2020 | 1,785,715 | 1,016,004 | 24,804,874 | |||
Ending balance, amount at Sep. 30, 2020 | $ 1,790 | $ 1,015 | $ 24,807 | 54,023,758 | (55,966,281) | (1,914,911) |
Beginning balance, shares at Dec. 31, 2019 | 1,785,715 | 1,016,004 | 18,468,057 | |||
Beginning balance, amount at Dec. 31, 2019 | $ 1,790 | $ 1,015 | $ 18,468 | 40,143,753 | (45,418,653) | (5,253,627) |
Stock compensation expense - employee options | 165,829 | 165,829 | ||||
Conversion of debt offering and accrued interest (Note 7), shares | 4,114,800 | |||||
Conversion of debt offering and accrued interest (Note 7), amount | $ 4,115 | 4,110,685 | 4,114,800 | |||
Beneficial conversion feature (Note 7) | 105,535 | 105,535 | ||||
Issuance of warrants to debt holders (Note 7) | 21,214 | 21,214 | ||||
Issuance of warrants for services related to debt offering (Note 7) | 9,542 | 9,542 | ||||
Issuance of common stock for services, shares | 540,000 | |||||
Issuance of common stock for services, amount | $ 540 | 1,025,460 | 1,026,000 | |||
Issuance of common stock for exercise of warrants, shares | 201,271 | |||||
Issuance of common stock for exercise of warrants, amount | $ 201 | (201) | 0 | |||
Net loss | (3,330,513) | (3,330,513) | ||||
Ending balance, shares at Mar. 31, 2020 | 1,785,715 | 1,016,004 | 23,324,128 | |||
Ending balance, amount at Mar. 31, 2020 | $ 1,790 | $ 1,015 | $ 23,324 | 45,581,817 | (45,749,166) | (3,141,220) |
Beginning balance, shares at Sep. 30, 2020 | 1,785,715 | 1,016,004 | 24,804,874 | |||
Beginning balance, amount at Sep. 30, 2020 | $ 1,790 | $ 1,015 | $ 24,807 | 54,023,758 | (55,966,281) | (1,914,911) |
Stock compensation expense - employee options | 175,442 | $ 175,442 | ||||
Stock option exercise, shares | 0 | |||||
Conversion of debt offering and accrued interest (Note 7), shares | 561,600 | |||||
Conversion of debt offering and accrued interest (Note 7), amount | $ 562 | 561,038 | $ 561,600 | |||
Beneficial conversion feature (Note 7) | 0 | |||||
Issuance of warrants to debt holders (Note 7) | 0 | |||||
Issuance of warrant for services to related party | 1,811,691 | 1,811,691 | ||||
Issuance of common stock for exercise of warrants, shares | 3,750 | |||||
Issuance of common stock for exercise of warrants, amount | $ 4 | 4,684 | 4,688 | |||
Net loss | (5,299,331) | (5,299,331) | ||||
Ending balance, shares at Dec. 31, 2020 | 1,785,715 | 1,016,004 | 25,370,224 | |||
Ending balance, amount at Dec. 31, 2020 | $ 1,790 | $ 1,015 | $ 25,372 | 56,576,613 | (61,265,612) | (4,660,822) |
Beginning balance, shares at Sep. 30, 2020 | 1,785,715 | 1,016,004 | 24,804,874 | |||
Beginning balance, amount at Sep. 30, 2020 | $ 1,790 | $ 1,015 | $ 24,807 | 54,023,758 | (55,966,281) | $ (1,914,911) |
Stock option exercise, shares | 2,583,393 | |||||
Beneficial conversion feature (Note 7) | $ 9,769,683 | |||||
Issuance of warrants to debt holders (Note 7) | 4,439,317 | |||||
Issuance of warrants for services related to debt offering (Note 7) | 1,667,281 | |||||
Net loss | (10,672,949) | |||||
Ending balance, shares at Mar. 31, 2021 | 1,785,715 | 1,016,004 | 28,257,467 | |||
Ending balance, amount at Mar. 31, 2021 | $ 1,790 | $ 1,015 | $ 28,258 | 74,021,923 | (66,639,230) | 7,413,756 |
Beginning balance, shares at Dec. 31, 2020 | 1,785,715 | 1,016,004 | 25,370,224 | |||
Beginning balance, amount at Dec. 31, 2020 | $ 1,790 | $ 1,015 | $ 25,372 | 56,576,613 | (61,265,612) | (4,660,822) |
Stock compensation expense - employee options | 127,407 | 127,407 | ||||
Conversion of debt offering and accrued interest (Note 7), shares | 210,600 | |||||
Conversion of debt offering and accrued interest (Note 7), amount | $ 211 | 210,395 | 210,606 | |||
Beneficial conversion feature (Note 7) | 9,769,683 | 9,769,683 | ||||
Issuance of warrants to debt holders (Note 7) | 4,439,317 | 4,439,317 | ||||
Issuance of warrants for services related to debt offering (Note 7) | 1,667,281 | 1,667,281 | ||||
Issuance of common stock for services, shares | 97,000 | |||||
Issuance of common stock for services, amount | $ 97 | 202,723 | 202,820 | |||
Issuance of warrant for services | 382,566 | 382,566 | ||||
Issuance of common stock for exercise of warrants, shares | 2,579,643 | |||||
Issuance of common stock for exercise of warrants, amount | $ 2,578 | 645,938 | 648,516 | |||
Net loss | (5,373,618) | (5,373,618) | ||||
Ending balance, shares at Mar. 31, 2021 | 1,785,715 | 1,016,004 | 28,257,467 | |||
Ending balance, amount at Mar. 31, 2021 | $ 1,790 | $ 1,015 | $ 28,258 | $ 74,021,923 | $ (66,639,230) | $ 7,413,756 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (10,672,949) | $ (6,345,526) |
Adjustments to reconcile net loss to net cash (used in) operating activities | ||
Depreciation and amortization | 129,257 | 120,745 |
Issuance of capital stock for services and expenses | 202,820 | 1,026,000 |
Stock based compensation - warrants | 2,194,257 | 0 |
Stock based compensation - stock option grants | 302,849 | 565,726 |
Amortization of debt discount | 4,198,105 | 2,792,398 |
Right of use, net | 634 | (1,236) |
Provision on loss on accounts receivable | 0 | 2,439 |
Loss on sale of assets | 0 | 4,358 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 60,610 |
Prepaid expenses | 0 | 6,435 |
Inventory | 0 | 7,103 |
Other long-term assets | 11,413 | 0 |
Accounts payable - trade and accrued expenses | 386,261 | 72,618 |
NET CASH (USED IN) OPERATING ACTIVITIES | (3,247,353) | (1,688,330) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of research and development equipment | (34,967) | (27,739) |
NET CASH (USED IN) INVESTING ACTIVITIES | (34,967) | (27,739) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 14,209,000 | 715,000 |
Payments for issuance costs from notes payable | (727,117) | (123,015) |
Proceeds from simple agreements for future equity | 340,000 | 0 |
Proceeds from note payable - PPP | 205,633 | 0 |
Proceeds from issuance of common stock for warrant exercise | 653,204 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 14,680,720 | 591,985 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 11,398,400 | (1,124,084) |
CASH AND CASH EQUIVALENTS, beginning of period | 4,298,179 | 1,900,836 |
CASH AND CASH EQUIVALENTS, end of period | 15,696,579 | 776,752 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Beneficial conversion feature | 9,769,683 | 435,617 |
Issuance of warrants to debt holders | 4,439,317 | 189,484 |
Issuance of warrants for services related to debt offering | 1,667,281 | 169,969 |
Cashless warrant exercise (fair value) | 493,601 | 57,490 |
Cashless stock options exercise (fair value) | 0 | 18,298 |
Conversion of debt offering | 713,775 | 3,800,424 |
Conversion of accrued interest | $ 58,430 | $ 314,376 |
1. ORGANIZATION
1. ORGANIZATION | 6 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION | Know Labs, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1998. The Company has authorized 105,000,000 shares of capital stock, of which 100,000,000 are shares of voting common stock, par value $0.001 per share, and 5,000,000 are shares preferred stock, par value $0.001 per share. The Company is focused on the development and commercialization of proprietary technologies which are capable of uniquely identifying or authenticating almost any substance or material using electromagnetic energy to record, detect, and identify the unique “signature” of the substance or material. The Company calls these our “Bio-RFID™” and “ChromaID™” technologies. More recently, the Company has focused upon extensions and new patentable inventions that are derived from and extend beyond the Company’s ChromaID technology and intellectual property. The Company calls this new technology “Bio-RFID.” The rapid advances made with the Company’s Bio-RFID technology in its laboratory has caused the Company to move quickly into the commercialization phase of our Company as we work to create revenue generating products for the marketplace. Today, the sole focus of the Company is on its Bio-RFID technology, its commercialization and development of related patent assets. On April 30, 2020 the Company incorporated a subsidiary corporation, Particle, Inc. for the purpose of research and development on non-core Company intellectual property. The first research activity, undertaken by a separate Particle team has been on standard threaded light bulbs that have a warm white light that can inactivate germs, including bacteria and viruses. On June 1, 2020, the Company approved and ratified entry into an intercompany Patent License Agreement dated May 21, 2020 with Particle. Pursuant to the Agreement, Particle received an exclusive non-transferrable license to use certain patents and trademarks of the Company, in exchange the Company shall receive: (i) a one-time fee of $250,000 upon a successful financing of Particle, and (ii) a quarterly royalty payment equal to the greater of 5% of the Gross Sales, net of returns, from Particle or $5,000. As of March 31, 2021 the operations of Particle have generated no sales and operations are just commencing. The first product, the Particle bulb can be used in households, businesses and other facilities to inactivate bacteria and viruses. Through internal preliminary testing, Particle personnel has confirmed the bulb’s efficacy in inactivating common germs such as E. coli Staphylococcus In 2010, the Company acquired TransTech Systems, Inc. as an adjunct to the Company’s business. TransTech was a distributor of products for employee and personnel identification and authentication. TransTech historically provided substantially all of the Company’s revenues. The financial results from our TransTech subsidiary had been diminishing as vendors of their products increasingly moved to the Internet and direct sales to their customers. While it did provide our current revenues, it was not central to our current focus as a Company. Moreover, the Company wrote down any goodwill associated with its historic acquisition. TransTech ceased operation on June 30, 2020. |
2. GOING CONCERN
2. GOING CONCERN | 6 Months Ended |
Mar. 31, 2021 | |
Exercise Price 13.500 | |
GOING CONCERN | The Company anticipates that it will record losses from operations for the foreseeable future. As of March 31, 2021, the Company’s accumulated deficit was $66,639,230. The Company has had limited capital resources. These conditions raise substantial doubt about our ability to continue as a going concern. The audit report prepared by the Company’s independent registered public accounting firm relating to our consolidated financial statements for the year ended September 30, 2020 includes an explanatory paragraph expressing the substantial doubt about the Company’s ability to continue as a going concern. On March 15, 2021, the Company closed private placement for gross proceeds of $14,209,000 in exchange for issuing Subordinated Convertible Notes and 3,552,250 Warrants in a private placement to accredited investors, pursuant to a series of substantially identical Securities Purchase Agreements, Common Stock Warrants, and related documents. The Convertible Notes will be automatically converted to Common Stock at $2.00 per share on the one year anniversary starting on March 15, 2022. The Convertible Notes had an original principal amount of $14,209,000 and bear annual interest of 8%. Both the principal amount and the interest are payable on a payment-in-kind basis in shares of Company’s Common Stock The Company believes that its cash on hand will be sufficient to fund our operations until March 15, 2023. |
3. SIGNIFICANT ACCOUNTING POLIC
3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS | Basis of Presentation Principles of Consolidation Cash and Cash Equivalents Equipment Long-Lived Assets Intangible Assets Research and Development Expenses The Company’s current research and development efforts are primarily focused on improving our Bio-RFID technology, extending its capacity and developing new and unique applications for this technology. As part of this effort, the Company conducts on-going laboratory testing to ensure that application methods are compatible with the end-user and regulatory requirements, and that they can be implemented in a cost-effective manner. The Company also is actively involved in identifying new applications. The Company’s current internal team along with outside consultants has considerable experience working with the application of the Company’s technologies and their applications. The Company engages third party experts as required to supplement our internal team. The Company believes that continued development of new and enhanced technologies is essential to our future success. The Company incurred expenses of $2,225,539, $2,033,726 and $1,257,872 for the six months ended March 31, 2021 and the years ended September 30, 2020 and 2019, respectively, on development activities. Advertising Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of March 31, 2021 and September 30, 2020 are based upon the short-term nature of the assets and liabilities. The Company has a money market account which is considered a level 1 asset. The balance as of March 31, 2021 and September 30, 2020 was $15,160,697 and $4,252,959, respectively. The following table represents a roll-forward of the fair value of the Simple Agreement for Future Equity (“SAFE”) for Particle, our wholly owned subsidiary, which fair value is determined by Level 3 inputs: $ Balance as of October 1, 2019 $ - Proceeds from issuance of SAFE 785,000 Fair value adjustment - Balance as of September 30, 2020 $ 785,000 Proceeds from issuance of SAFE 340,000 Fair value adjustment - Balance as of March 31, 2021 $ 1,125,000 Fair value of the SAFE on issuance was determined to be equal to the proceeds received (see Note 8). There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented. Derivative Financial Instruments – The Company determined that the conversion features for purposes of bifurcation within its currently outstanding convertible notes payable were immaterial and there was no derivative liability to be recorded as of March 31, 2021 and September 30, 2020. Stock Based Compensation Convertible Securities Net Loss per Share As of March 31, 2020, there were options outstanding for the purchase of 4,891,334 common shares (including unearned stock option grants totaling 2,680,000 shares related to performance targets), warrants for the purchase of 17,755,448 common shares, and 8,108,356 shares of the Company’s common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently had 10,167,804 common shares (9,020,264 common shares at the current price of $0.25 per share and 1,147,540 common shares at the current price of $1.00 per share) and are issuable upon conversion of convertible debentures of $3,402,606. All of which could potentially dilute future earnings per share. Comprehensive loss Dividend Policy Use of Estimates Recent Accounting Pronouncements Based on the Company’s review of accounting standard updates issued since the filing of the 2020 Form 10-K, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
4. FIXED ASSETS
4. FIXED ASSETS | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
FIXED ASSETS | Property and equipment as of March 31, 2021 and September 30, 2020 was comprised of the following: Estimated Useful Lives March 31, 2021 September 30, 2020 Machinery and equipment 2-3 years $ 386,355 $ 355,272 Leasehold improvements 5 years 3,612 3,612 Furniture and fixtures 5 years 26,854 26,855 Software and websites - - Less: accumulated depreciation (299,011 ) (257,068 ) $ 117,810 $ 128,671 Total depreciation expense was $42,591 and $34,079 for the three months ended March 31, 2021 and 2020, respectively. All equipment is used for selling, general and administrative purposes and accordingly all depreciation is classified in selling, general and administrative expenses. |
5. INTANGIBLE ASSETS
5. INTANGIBLE ASSETS | 6 Months Ended |
Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS | Intangible assets as of March 31, 2021 and September 30, 2020 consisted of the following: Estimated March 31, September 30, Useful Lives 2021 2020 Technology 3 years $ 520,000 $ 520,000 Less: accumulated amortization (505,552 ) (418,886 ) Intangible assets, net $ 14,448 $ 101,114 Total amortization expense was $86,666 for the six months ended March 31, 2021 and 2020, respectively. Merger with RAAI Lighting, Inc. On April 10, 2018, the Company entered into an Agreement and Plan of Merger with 500 Union Corporation, a Delaware corporation and a wholly owned subsidiary of the Company, and RAAI Lighting, Inc., a Delaware corporation. Pursuant to the Merger Agreement, the Company acquired all the outstanding shares of RAAI’s capital stock through a merger of Merger Sub with and into RAAI (the “Merger”), with RAAI surviving the Merger as a wholly owned subsidiary of the Company. The fair value of the intellectual property associated with the assets acquired was $520,000 estimated by using a discounted cash flow approach based on future economic benefits. In summary, the estimate was based on a projected income approach and related discounted cash flows over five years, with applicable risk factors assigned to assumptions in the forecasted results. |
6. LEASES
6. LEASES | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | The Company has entered into operating leases for office and development facilities. These leases have terms which range from two to three years and include options to renew. These operating leases are listed as separate line items on the Company's March 31, 2021 and September 30, 2020 Consolidated Balance Sheets and represent the Company’s right to use the underlying asset for the lease term. The Company’s obligation to make lease payments are also listed as separate line items on the Company's March 31, 2021 and September 30, 2020 Consolidated Balance Sheets. Based on the present value of the lease payments for the remaining lease term of the Company's existing leases, the Company recognized right-of-use assets and lease liabilities for operating leases of approximately $250,000 on October 1, 2018. Operating lease right-of-use assets and liabilities commencing after October 1, 2018 are recognized at commencement date based on the present value of lease payments over the lease term. During the six months ended March 31, 2021 and the year ended September 30, 2020, the Company had one lease expire and recognized the rent payments as an expense in the current period. As of March 31, 2021 and September 30, 2020, total right-of-use assets and operating lease liabilities for remaining long term lease was approximately $66,000 and $132,000, respectively. In the six months ended March 31, 2021 and 2020, the Company recognized approximately $76,423 and $67,914, respectively in total lease costs for the leases. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate to determine the present value of the lease payments. Information related to the Company's operating right-of-use assets and related lease liabilities as of and for the six months ended March 31, 2021 was as follows: Cash paid for ROU operating lease liability $69,625 Weighted-average remaining lease term 1 years Weighted-average discount rate 7% The minimum future lease payments as of March 31, 2021 are as follows: Year $ 2021 $ 61,845 2022 5,972 Imputed interest (2,153 ) Total lease liability $ 65,664 |
7. CONVERTIBLE NOTES PAYABLE AN
7. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | Convertible notes payable as of March 31, 2021 and September 30, 2020 consisted of the following: Convertible Promissory Notes with Clayton A. Struve The Company owes Clayton A. Struve $1,071,000 under convertible promissory or OID notes. The Company recorded accrued interest of $75,301 and $71,562 as of March 31, 2021 and September 30, 2020, respectively. On December 23, 2020, the Company signed Amendments to the convertible promissory or OID notes, extending the due dates to March 31, 2021. On April 29, 2021, the Company signed Amendments to the convertible promissory or OID notes, extending the due dates to September 30, 2021. Mr. Struve also invested $1,000,000 in the May 2019 Convertible Debt Offering. Convertible Redeemable Promissory Notes with Ronald P. Erickson and J3E2A2Z On March 16, 2018, the Company entered into a Note and Account Payable Conversion Agreement pursuant to which (a) all $664,233 currently owing under the J3E2A2Z Notes was converted to a Convertible Redeemable Promissory Note in the principal amount of $664,233, and (b) all $519,833 of the J3E2A2Z Account Payable was converted into a Convertible Redeemable Promissory Note in the principal amount of $519,833 together with a warrant to purchase up to 1,039,666 shares of common stock of the Company for a period of five years. The initial exercise price of the warrants described above is $0.50 per share, also subject to certain adjustments. The warrants were valued at $110,545. Because the note is immediately convertible, the warrants and beneficial conversion were expensed as interest. The Company recorded accrued interest of $180,627 and $145,202 as of March 31, 2021 and September 30, 2020, respectively. On December 8, 2020, the Company signed Amendment 4 to the convertible promissory or OID notes, extending the due dates to March 31, 2021. On April 29, 2021, the Company signed Amendment 5 to the convertible promissory or OID notes, extending the due dates to September 30, 2021. Convertible Debt Offering Beginning in 2019, the Company entered into series of debt offerings with similar and consistent terms. The Company issued Subordinated Convertible Notes and Warrants in a private placement to accredited investors, pursuant to a series of substantially identical Securities Purchase Agreements, Common Stock Warrants, and related documents. The notes are convertible into one share of common stock for each dollar invested in a Convertible Note Payable and automatically convert to common stock after one year. The convertible notes contain terms and conditions which are deemed to be a Beneficial Conversion Feature (BCF). Warrants are issued to purchase common stock with exercise prices of $1.20 and $2.40 per share and the number of warrants are equal to 50% of the convertible note balance. The Company compensates the placement agent with a cash fee and warrants. Through December 31, 2020, the Company has raised approximately $24 million through this offerings, of which $14,209,000 and $715,000 were raised in the six months ended March 31, 2021 and 2020. The Convertible Notes issued during the six months ended March 31, 2021 are initially convertible into 7,104,500 shares of Common Stock, subject to certain adjustments, and the Warrants are initially exercisable for 3,552,250 shares of Common Stock. The fair value of the Warrants In connection with the During the six months ended March 31, 2021, the Company recorded During the six months ended March 31, 2021, the Company issued 772,200 shares of common stock related to the automatic conversion of Convertible Notes and interest from a private placement to accredited investors in 2020. The Convertible Notes and interested were automatically converted to Common Stock at $1.00 per share on the one year anniversary starting on October 17, 2020. During the three and six months ended March 31, 2021, amortization related to the debt offerings of $4,198,105 and $1,596,980 of the beneficial conversion feature, warrants issued to debt holders and placement agent was recognized as interest expense in the consolidated statements of operations. Convertible notes payable as of March 31, 2021 and September 30, 2020 are summarized below: March 31, 2021 September 30, 2020 Convertible note- Clayton A. Struve $ 1,071,000 $ 1,071,000 Convertible note- Ronald P. Erickson and affiliates 1,184,066 1,184,066 2019 Convertible notes 4,242,490 4,242,490 2020 Convertible notes 5,639,500 5,639,500 Q2 2021 Convertible notes 14,209,000 - Boustead fee refund (originally booked as contra debt) 50,000 50,000 Less conversions of 2019 and 2020 notes (4,957,490 ) (4,242,490 ) Less debt discount - BCF (9,601,827 ) (2,127,894 ) Less debt discount - warrants (4,372,869 ) (1,025,512 ) Less debt discount - warrants issued for services (2,406,360 ) (823,582 ) $ 5,057,510 $ 3,967,578 Note Payable On April 30, 2020, the Company received $226,170 under the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). As of March 31, 2021 and September 30, 2020, the Company recorded interest expense of $2,088 and $960, respectively. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven. Until the loan is legally forgiven, the loan balance will outstanding. The Company expects to start the application for the loan forgiveness during the three months ended June 30, 2021. On February 1, 2021, the Company received $205,633 under the Paycheck Protection Program of the U.S. Small Business Administration’s 7(a) Loan Program pursuant to the Coronavirus, Aid, Relief and Economic Security Act (CARES Act), Pub. Law 116-136, 134 Stat. 281 (2020). As of March 31, 2021, the Company recorded interest expense of $237. The Company is utilizing the funds in accordance with the legal requirements and expects this loan to be forgiven. Until the loan is legally forgiven, the loan balance will outstanding. The Company expects to start the application for the loan forgiveness during the three months ended June 30, 2021. The Company recorded $431,803 as a long term liability as of March 31, 2021. |
8. SIMPLE AGREEMENTS FOR FUTURE
8. SIMPLE AGREEMENTS FOR FUTURE EQUITY | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | In July 2020, Particle entered into Simple Agreements for Future Equity (“SAFE”) with twenty two accredited investors pursuant to which Particle received $785,000 in cash in exchange for the providing the investor the right to receive shares of the Particle stock. The Company expects to issue 981,250 shares of the Particle stock that was initially valued at $0.80 per share. The Company paid $47,100 in broker fees which were expensed as business development expenses. In October 2020, Particle entered into Simple Agreements for Future Equity (“SAFE”) with two accredited investors pursuant to which Particle received $55,000 in cash in exchange for the providing the investor the right to receive shares of the Particle stock. The Company expects to issue 68,750 shares of the Particle stock that was initially valued at $0.80 per share. The Company paid $4,125 in broker fees which were expensed as business development expenses. During the three months ended March 31, 2021, Particle entered into Simple Agreements for Future Equity (“SAFE”) with five accredited investors pursuant to which Particle received $340,000 in cash in exchange for the providing the investor the right to receive shares of the Particle stock. The Company expects to issue 68,750 shares of the Particle stock that was initially valued at $0.80 per share. The Company paid $23,660 in broker fees which were expensed as business development expenses. Through March 31, 2021, $1,125,000 has been raised through the sale of SAFE instruments. We expect to issue 1,406,250 shares of the Particle stock that was initially valued at $0.80 per share. The SAFE contained a number of conversion and redemption provisions, including settlement upon liquidity or dissolution events. The final price and share are not known until settlement upon liquidity or dissolution events conditions are achieved. The Company’s ownership interest in Particle will be diluted when the SAFE’s are converted to common stock. |
9. EQUITY
9. EQUITY | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
EQUITY | Authorized Capital Stock The Company authorized 105,000,000 shares of capital stock, of which 100,000,000 are shares of voting common stock, par value $0.001 per share, and 5,000,000 are shares preferred stock, par value $0.001 per share. As of March 31, 2021, the Company had 28,257,467 shares of common stock issued and outstanding, held by 137 stockholders of record. The number of stockholders, including beneficial owners holding shares through nominee names, is approximately 2,300. Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders for a vote, and no cumulative voting for directors is permitted. Stockholders do not have any preemptive rights to acquire additional securities issued by the Company. As of March 31, 2021, there were options outstanding for the purchase of 14,786,995 common shares (including unearned stock option grants totaling 11,775,745 shares related to performance targets), warrants for the purchase of 23,440,456 common shares, and 8,108,356 shares of the Company’s common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 21,049,264 common shares (9,020,264 common shares at the current price of $0.25 per share, 4,924,500 common shares at the current price of $1.00 per share and 7,104,500 common shares at the current price of $2.00 per share) reserved and are issuable upon conversion of convertible debentures of $19,133,500. All of which could potentially dilute future earnings per share but are excluded from the March 31, 2021 calculation of net loss per share because their impact is antidilutive. Voting Preferred Stock The Company is authorized to issue up to 5,000,000 shares of preferred stock with a par value of $0.001. Series C and D Preferred Stock and Warrants On August 5, 2016, the Company closed a Series C Preferred Stock and Warrant Purchase Agreement with Clayton A. Struve, an accredited investor for the purchase of $1,250,000 of preferred stock with a conversion price of $0.70 per share. The preferred stock has a yield of 8% and an ownership blocker of 4.99%. In addition, Mr. Struve received a five-year warrant to acquire 1,785,714 shares of common stock at $0.70 per share. On August 14, 2017, the price of the Series C Stock were adjusted to $0.25 per share pursuant to the documents governing such instruments. On March 31, 2021 and September 30, 2020 there are 1,785,715 Series C Preferred shares outstanding. On January 5, 2021, the Company extended the warrant expiration date to August 4, 2023. As of March 31, 2021 and September 30, 2020, the Company has $750,000 of Series D Preferred Stock outstanding with Clayton A. Struve, an accredited investor. On August 14, 2017, the price of the Series D Stock were adjusted to $0.25 per share pursuant to the documents governing such instruments. The Series D Preferred Stock is convertible into shares of common stock at a price of $0.25 per share or by multiplying the number of Series D Preferred Stock shares by the stated value and dividing by the conversion price then in effect, subject to certain diluted events, and has the right to vote the number of shares of common stock the Series D Preferred Stock would be issuable on conversion, subject to a 4.99% blocker. The Preferred Series D has an annual yield of 8% The Series D Preferred Stock is convertible into shares of common stock at a price of $0.25 per share or by multiplying the number of Series D Preferred Stock shares by the stated value and dividing by the conversion price then in effect, subject to certain diluted events, and has the right to vote the number of shares of common stock the Series D Preferred Stock would be issuable on conversion, subject to a 4.99% blocker. The Preferred Series D has an annual yield of 8% if and when dividends are declared. Series F Preferred Stock On August 1, 2018, the Company filed with the State of Nevada a Certificate of Designation establishing the Designations, Preferences, Limitations and Relative Rights of Series F Preferred Stock. The Designation authorized 500 shares of Series F Preferred Stock. The Series F Preferred Stock shall only be issued to the current Board of Directors on the date of the Designation’s filing and is not convertible into common stock. As set forth in the Designation, the Series F Preferred Stock has no rights to dividends or liquidation preference and carries rights to vote 100,000 shares of common stock per share of Series F upon a Trigger Event, as defined in the Designation. A Trigger Event includes certain unsolicited bids, tender offers, proxy contests, and significant share purchases, all as described in the Designation. Unless and until a Trigger Event, the Series F shall have no right to vote. The Series F Preferred Stock shall remain issued and outstanding until the date which is 731 days after the issuance of Series F Preferred Stock (“Explosion Date”), unless a Trigger Event occurs, in which case the Explosion Date shall be extended by 183 days. As of March 31, 2021 and September 30, 2020, there are no Series F shares outstanding. Securities Subject to Price Adjustments In the future, if the company sells its common stock at a price below $0.25 per share, the exercise price of 8,108,356 outstanding shares of Series C and D Preferred Stock that adjust below $0.25 per share pursuant to the documents governing such instruments. In addition, the conversion price of Convertible Notes Payable of $19,133,500 or 21,049,264 common shares (9,020,264 common shares at $0.25 per share, 4,924,500 common shares at $1.00 per share and 7,104,500 at $2.40) and the exercise price of additional outstanding warrants to purchase 10,584,381 shares of common stock would adjust below $0.25 per share pursuant to the documents governing such instruments. Warrants totaling 4,599,707 would adjust below $1.20 per share pursuant to the documents governing such instruments. Warrants totaling 4,044,340 would adjust below $2.40 per share pursuant to the documents governing such instruments. Common Stock All of the offerings and sales described below were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(a)(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities, the offerings and sales were made to a limited number of persons, all of whom were accredited investors and transfer was restricted by the company in accordance with the requirements of Regulation D and the Securities Act. All issuances to accredited and non-accredited investors were structured to comply with the requirements of the safe harbor afforded by Rule 506 of Regulation D, including limiting the number of non-accredited investors to no more than 35 investors who have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of an investment in our securities. The following equity issuances occurred during the six months ended March 31, 2021: The Company issued 772,700 shares of common stock related to the automatic conversion of Convertible Notes and interest from a private placement to accredited investors in 2020. The Convertible Notes and interested were automatically converted to Common Stock at $1.00 per share on the one year anniversary starting on October 17, 2020. We issued 2,583,393 shares of common stock at an average price of $0.493 per share related to the exercise of warrants. We issued 97,000 shares related to services. The shares were valued at the fair market value of $202,820. Warrants to Purchase Common Stock The following warrant transactions occurred during the six months ended March 31, 2021: The Company issued warrant to Ronald P. Erickson for 2,000,000 shares of common stock. The five year warrant is exercisable on a cash or cashless at $1.53 per share and was valued using a Black-Scholes model at $1,811,691. During January 2021, the Company issued warrants to five directors and service providers for 181,610 shares of common stock. The five year warrant is convertible at $2.00 per share and was valued using a Black-Scholes model at $382,566. The Convertible Notes issued during the six months ended March 31, 2021 are initially convertible into 7,104,500 shares of Common Stock, subject to certain adjustments, and the Warrants are initially exercisable for 3,552,250 shares of Common Stock. The fair value of the Warrants In connection with the convertible We issued 2,583,393 shares of common stock at an average price of $0.493 per share related to the exercise of warrants. Warrants to exercise 229,853 shares of common stock were forfeited at an average of $.417 per share. A summary of the warrants outstanding as of March 31, 2021 were as follows: March 31, 2021 Weighted Average Exercise Shares Price Outstanding at beginning of period 20,016,367 $ 0.556 Issued 6,237,335 2.100 Exercised (2,583,393 ) (0.493 ) Forfeited (229,853 ) (0.417 ) Expired - - Outstanding at end of period 23,440,456 $ 0.974 Exercisable at end of period 23,440,456 The following table summarizes information about warrants outstanding and exercisable as of March 31, 2021: March 31, 2021 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exercisable Price 11,029,381 1.75 $ 0.250 11,029,381 $ 0.250 714,286 0.33 0.700 714,286 0.700 847,742 0.62 1.000 847,742 1.000 6,624,707 3.88 1.20-1.85 6,624,707 1.20-1.85 4,214,340 2.86 2.00-2.40 4,214,340 2.00-2.40 10,000 2.25 4.080 10,000 4.080 23,440,456 2.95 $ 0.974 23,440,456 $ 0.974 The significant weighted average assumptions relating to the valuation of the Company’s warrants issued during the six months ended March 31, 2021 were as follows: Dividend yield 0% Expected life 3 years Expected volatility 140%-169% Risk free interest rate 0.4% There were vested warrants of 23,440,456 with an aggregate intrinsic value of $52,105,394. |
10. STOCK INCENTIVE PLANS
10. STOCK INCENTIVE PLANS | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCK INCENTIVE PLANS | Know Labs, Inc. On January 23, 2019, the Board approved an amendment to its 2011 Stock Incentive Plan increasing the number of shares of common stock reserved under the Incentive Plan from 2,200,000 to 2,500,000 to common shares. On May 22, 2019, the Compensation Committee approved an amendment to its 2011 Stock Incentive Plan increasing the number of shares of common stock reserved under the Incentive Plan from 2,500,000 to 3,000,000 to common shares. On November 23, 2020, the Board of Directors increased the size of the stock available under the Stock Option Plan by 9,750,000 shares. This increase is based on an industry peer group study. Determining Fair Value under ASC 718 The Company records compensation expense associated with stock options and other equity-based compensation using the Black-Scholes-Merton option valuation model for estimating fair value of stock options granted under our plan. The Company amortizes the fair value of stock options on a ratable basis over the requisite service periods, which are generally the vesting periods. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company estimates the volatility of our common stock based on the historical volatility of its own common stock over the most recent period corresponding with the estimated expected life of the award. The Company bases the risk-free interest rate used in the Black Scholes-Merton option valuation model on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent remaining term equal to the expected life of the award. The Company has not paid any cash dividends on our common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero in the Black-Scholes-Merton option valuation model and adjusts share-based compensation for changes to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate is recognized in the period the forfeiture estimate is changed. Stock Option Activity The Company had the following stock option transactions during the six months ended March 31, 2021: During the six months ended March 31, 2021, the Company issued stock option grants to fifteen employees and consultants totaling 9,985,745 shares of common stock at an average price of $1.677 per share. The stock option grants expire in five years. The stock option grants vest when earned based on certain performance criteria or quarterly over 4 years, with nothing earned in the first two quarters. During the six months ended March 31, 2021, a consultant exercised a stock option grant for 3,750 shares at $1.25 per share. There are currently 14,786,995 (including unearned stock option grants totaling 11,775,745 shares related to performance targets) options to purchase common stock at an average exercise price of $1.509 per share outstanding as of March 31, 2021 under the 2011 Stock Incentive Plan. The Company recorded $191,184 and $565,726 of compensation expense, net of related tax effects, relative to stock options for the six months ended March 31, 2021 and 2020 and in accordance with ASC 718. As of March 31, 2021, there is approximately $1,222,173, net of forfeitures, of total unrecognized costs related to employee granted stock options that are not vested. These costs are expected to be recognized over a period of approximately 3.82 years. Stock option activity for the six months ended March 31, 2021 and the years ended September 30, 2020 and 2019 were as follows: Weighted Average Options Exercise Price $ Outstanding as of September 30, 2018 2,182,668 $ 1.698 $ 3,706,519 Granted 2,870,000 2.615 7,504,850 Exercised - - - Forfeitures (520,000 ) (3.906 ) (2,031,000 ) Outstanding as of September 30, 2019 4,532,668 2.025 9,180,369 Granted 3,085,000 1.142 3,522,400 Exercised (73,191 ) (0.250 ) (18,298 ) Forfeitures (2,739,477 ) (2.593 ) (7,103,921 ) Outstanding as of September 30, 2020 4,805,000 1.161 5,580,550 Granted 9,985,745 1.677 16,743,590 Exercised (3,750 ) (1.250 ) (4,688 ) Forfeitures - - - Outstanding as of March 31, 2021 14,786,995 $ 1.509 $ 22,319,452 The following table summarizes information about stock options outstanding and exercisable as of March 31, 2021: Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Outstanding Exercisable Exercisable $ 0.25 230,000 2.21 $ 0.250 143,750 $ 0.250 1.10-1.25 3,076,250 3.65 1.108 375,911 1.104 1.28-1.53 9,495,745 3.58 1.499 859,792 1.311 1.79-3.30 1,985,000 4.82 2.132 80,000 2.130 14,786,995 3.82 $ 1.509 1,459,453 $ 1.310 There were in the money stock options of 14,786,995 shares as of March 31, 2021 with an aggregate intrinsic value of $22,272,524. Particle, Inc. On May 21, 2020, Particle approved a 2020 Stock Incentive Plan and reserved 8,000,000 shares under the Plan. The Plan requires vesting annually over four years, with no vesting in the first two quarters. During the six months ended March 31, 2021, Particle approved a stock option grant to nine employees and consultants totaling 1,900,000 shares at an average of $0.80 per share. The stock option grant vests (i) 33.3% with the first shipment; (ii) 33.3% with $50 million in sales are achieved; and (iii) 33.4% after $200 million in sales are achieved. During the six months ended March 31, 2021, Particle approved stock option grants to employees totaling 550,000 shares at $0.80 per share. The stock option grants vest annually over four years, with no vesting in the first two quarters. As of March 31, 2021, the company had outstanding stock option grants for 7,200,000 shares. The Company recorded $111,365 and $0 of compensation expense, net of related tax effects, relative to stock options for the six months ended March 31, 2021 and 2020 and in accordance with ASC 718. As of March 31, 2021, there is approximately $729,917, net of forfeitures, of total unrecognized costs related to employee granted stock options that are not vested. These costs are expected to be recognized over a period of approximately 4.48 years. The following table summarizes information about Particle stock options outstanding and exercisable as of March 31, 2021: Weighted Weighted Average Weighted Average Range of Number Remaining Life Average Number Exercise Price Exercise Prices Outstanding In Years Exercise Price Exercisable Exercisable $ 0.10 4,600,000 4.26 $ 0.10 1,000,000 $ 0.10 0.80 2,600,000 4.86 $ 0.80 - - 7,200,000 4.48 $ 0.35 1,000,000 $ 0.10 There were in the money stock options of 1,000,000 shares as of March 31, 2021 with an aggregate intrinsic value of $700,000. There is no active market for Particle, Inc. stock at this time. |
11. OTHER SIGNIFICANT TRANSACTI
11. OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | Transactions with Clayton A. Struve See Notes 7, 9 and 10 or related party transactions with Clayton A. Struve. On January 5, 2021, the Company extended the warrant expiration date to August 4, 2023 with Clayton A. Struve, a major investor in the Company: Warrant No./Class Issue Date No. Warrant Shares Exercise Price Original Expiration Date Amended Expiration Date Clayton Struve Warrant Series C Warrant W98 08-04-2016 1,785,715 $ 0.25 08-04-2021 08-04-2023 Clayton Struve Warrant Series F Warrant F-1 11-14-2016 187,500 $ 0.25 11-13-2021 11-13-2023 Clayton Struve Warrant Series F Warrant F-2 12-19-2016 187,500 $ 0.25 12-18-2021 12-18-2023 On January 28, 2021, Clayton A. Struve exercised warrants on a cashless basis for 889,880 shares of common stock at $0.25 per share, including warrants for 187,500 and 187,500 that were just extended as discussed above. The Company owes Clayton A. Struve $1,071,000 under convertible promissory or OID notes. On April 29, 2021, the Company signed Amendments to the convertible promissory or OID notes, extending the due dates to September 30, 2021. Related Party Transactions with Ronald P. Erickson See Notes 7, 9, 10 and 12 for related party transactions with Ronald P. Erickson. Mr. Erickson and/or entities with which he is affiliated also have accrued compensation, travel and interest of approximately $476,486 and $597,177 as of March 31, 2021 and September 30, 2020, respectively. On December 15, 2020, the Company issued a fully vested warrant to Ronald P. Erickson for 2,000,000 shares of common stock. The five year warrant is exercisable for cash or non-cash at $1.53 per share and was valued using a Black-Scholes model at $1,811,691. On December 15, 2020, the Company issued two stock option grants to Ronald P. Erickson, one for 1,865,675 shares and one for 1,865,675 shares at an exercise price of $1.53 per share. The stock option grants expire in five years. The stock option grants vest when earned based on certain performance criteria. On February 9, 2021, Particle approved a stock option grant to Mr. Erickson totaling 500,000 shares at an average of $0.80 per share. The stock option grant vests (i) 33.3% with the first shipment; (ii) 33.3% with $50 million in sales are achieved; and (iii) 33.4% after $200 million in sales are achieved. On April 29, 2021, the Company signed Amendment 5 to the convertible promissory or OID notes with J3E2A2Z, extending the due dates to September 30, 2021. Related Party Transactions with Phillip A. Bosua See Notes 10 and 12 for related party transactions with Phillip A. Bosua. On December 15, 2020, the Company issued two stock option grant to Phillip A. Bosua, one for 2,132,195 shares and one for 2,132,200 shares at an exercise price of $1.53 per share. The stock option grants expire in five years. The stock option grants vest when earned based on certain performance criteria. On February 9, 2021, Particle approved a stock option grant to Mr. Bosua totaling 500,000 shares at an average of $0.80 per share. The stock option grant vests (i) 33.3% with the first shipment; (ii) 33.3% with $50 million in sales are achieved; and (iii) 33.4% after $200 million in sales are achieved. On March 18, 2021, the Company approved a $250,000 bonus for Mr. Bosua. The bonus was recorded in accrued liabilities – related party as of March 31, 2021 and was paid during April 2021. Related Party Transactions with Directors On January 15, 2021, the Company issued 30,000 shares each to three directors shares at an exercise price of $2.00 per share. On January 15, 2021, the Company issued 20,000 warrants to purchase common stock each to three directors shares at $2.00 per share. The warrants expire on January 15, 2026. |
12. COMMITMENTS, CONTINGENCIES
12. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS | 6 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS | Legal Proceedings The Company may from time to time become a party to various legal proceedings arising in the ordinary course of our business. The Company is currently not a party to any pending legal proceeding that is not ordinary routine litigation incidental to our business. Employment Agreement with Phillip A. Bosua, Chief Executive Officer See the Employment Agreement for Phillip A. Bosua that was disclosed in Form 10-K filed with the SEC on December 29, 2020. Phillip A. Bosua. Employment Agreement with Ronald P. Erickson, Chairman of the Board and Interim Chief Financial Officer See the Employment Agreement for Ronald P. Erickson that was disclosed in Form 10-K filed with the SEC on December 29, 2020. Properties and Operating Leases See the Property Leases that were disclosed in Form 10-K filed with the SEC on December 29, 2020. |
13. SEGMENT REPORTING
13. SEGMENT REPORTING | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | The management of the Company considers the business to have two operating segments (i) the development of the Bio-RFID™” and “ChromaID™” technologies; (ii) Particle, Inc. technology; and (iii) TransTech, a distributor of products for employee and personnel identification and authentication. TransTech has historically provided substantially all of the Company’s revenues. TransTech closed on June 30, 2020. Particle commenced operations in the three months ended June 30, 2020. The reporting for the three and six months ended March 31, 2021 and 2020 was as follows (in thousands): Gross Net Segment Segment Revenue Margin (Loss) Assets Three Months Ended March 31, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (4,950 ) $ 15,759 Particle, Inc. technology - - (424 ) 149 TransTech distribution business - - - - Total segments $ - $ - $ (5,374 ) $ 15,908 Three Months Ended March 31, 2020 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (3,346 ) $ 1,224 TransTech distribution business 5 1 15 4 Total segments $ 5 $ 1 $ (3,331 ) $ 1,228 Six Months Ended March 31, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (9,874 ) $ 15,759 Particle, Inc. technology - - (799 ) 149 TransTech distribution business - - - - Total segments $ - $ - $ (10,673 ) $ 15,908 Six Months Ended March 31, 2020 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (6,418 ) $ 1,224 TransTech distribution business 122 52 72 4 Total segments $ 122 $ 52 $ (6,346 ) $ 1,228 During the six months ended March 31, 2021 and 2020, the Company incurred non-cash expenses of $7,027,922, and $4,510,430, respectively. |
14. SUBSEQUENT EVENTS
14. SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | The Company evaluated subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements were issued. Subsequent to March 31, 2021, there were the following material transactions that require disclosure: The Company issued 2,137,880 shares of common stock related to the automatic conversion of Convertible Notes and interest from a private placement to accredited investors in 2020. The Convertible Notes and interested were automatically converted to Common Stock at $1.00 per share on the one year anniversary. On March 18, 2021, the Company approved a $250,000 bonus for Mr. Bosua. The bonus was recorded in accrued liabilities – related party as of March 31, 2021 and was paid during April 2021. The Company owes Clayton A. Struve $1,071,000 under convertible promissory or OID notes. On April 29, 2021, the Company signed Amendments to the convertible promissory or OID notes, extending the due dates to September 30, 2021. On April 29, 2021, the Company signed Amendment 5 to the convertible promissory or OID notes with J3E2A2Z, extending the due dates to September 30, 2021. |
3. SIGNIFICANT ACCOUNTING POL_2
3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Policies) | 6 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these unaudited condensed consolidated financial statements were prepared in conformity with U.S. generally accepted accounting principles (“GAAP”). |
Principles of Consolidation | The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, TransTech Systems, Inc. and RAAI Lighting, Inc., and majority-owned subsidiary, Particle, Inc. Inter-Company items and transactions have been eliminated in consolidation. The ownership of Particle not owned by the Company at March 31, 2021 is not material and thus no non-controlling interest is recognized. |
Cash and Cash Equivalents | The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents. The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. At March 31, 2021, the Company had uninsured deposits in the amount of $15,446,579. |
Equipment | Equipment consists of machinery, leasehold improvements, furniture and fixtures and software, which are stated at cost less accumulated depreciation and amortization. Depreciation is computed by the straight-line method over the estimated useful lives or lease period of the relevant asset, generally 2-5 years, except for leasehold improvements which are depreciated over 5 years. |
Long-Lived Assets | The Company reviews its long-lived assets for impairment annually or when changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Long-lived assets under certain circumstances are reported at the lower of carrying amount or fair value. Assets to be disposed of and assets not expected to provide any future service potential to the Company are recorded at the lower of carrying amount or fair value (less the projected cost associated with selling the asset). To the extent carrying values exceed fair values, an impairment loss is recognized in operating results. |
Intangible Assets | Intangible assets are capitalized and amortized on a straight-line basis over their estimated useful life, if the life is determinable. If the life is not determinable, amortization is not recorded. We regularly perform reviews to determine if facts and circumstances exist which indicate that the useful lives of our intangible assets are shorter than originally estimated or the carrying amount of these assets may not be recoverable. When an indication exists that the carrying amount of intangible assets may not be recoverable, we assess the recoverability of our assets by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Such impairment test is based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Impairment, if any, is based on the excess of the carrying amount over the estimated fair value of those assets. |
Research and Development Expenses | Research and development expenses consist of the cost of employees, consultants and contractors who design, engineer and develop new products and processes as well as materials, supplies and facilities used in producing prototypes. The Company’s current research and development efforts are primarily focused on improving our Bio-RFID technology, extending its capacity and developing new and unique applications for this technology. As part of this effort, the Company conducts on-going laboratory testing to ensure that application methods are compatible with the end-user and regulatory requirements, and that they can be implemented in a cost-effective manner. The Company also is actively involved in identifying new applications. The Company’s current internal team along with outside consultants has considerable experience working with the application of the Company’s technologies and their applications. The Company engages third party experts as required to supplement our internal team. The Company believes that continued development of new and enhanced technologies is essential to our future success. The Company incurred expenses of $2,225,539, $2,033,726 and $1,257,872 for the six months ended March 31, 2021 and the years ended September 30, 2020 and 2019, respectively, on development activities. |
Advertising | Advertising costs are charged to selling, general and administrative expenses as incurred. Advertising and marketing costs for the six months ended March 31, 2021 and 2020 were $169,000 and $0, respectively. |
Fair Value Measurements and Financial Instruments | ASC Topic 820, Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and. Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, and accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of March 31, 2021 and September 30, 2020 are based upon the short-term nature of the assets and liabilities. The Company has a money market account which is considered a level 1 asset. The balance as of March 31, 2021 and September 30, 2020 was $15,160,697 and $4,252,959, respectively. The following table represents a roll-forward of the fair value of the Simple Agreement for Future Equity (“SAFE”) for Particle, our wholly owned subsidiary, which fair value is determined by Level 3 inputs: $ Balance as of October 1, 2019 $ - Proceeds from issuance of SAFE 785,000 Fair value adjustment - Balance as of September 30, 2020 $ 785,000 Proceeds from issuance of SAFE 340,000 Fair value adjustment - Balance as of March 31, 2021 $ 1,125,000 Fair value of the SAFE on issuance was determined to be equal to the proceeds received (see Note 8). There were no transfers among Level 1, Level 2, or Level 3 categories in the periods presented. |
Derivative Financial Instruments | Pursuant to ASC 815 “Derivatives and Hedging”, the Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company then determines if embedded derivative must bifurcated and separately accounted for. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses a Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within twelve months of the balance sheet date. The Company determined that the conversion features for purposes of bifurcation within its currently outstanding convertible notes payable were immaterial and there was no derivative liability to be recorded as of March 31, 2021 and September 30, 2020. |
Stock Based Compensation | The Company has share-based compensation plans under which employees, consultants, suppliers and directors may be granted restricted stock, as well as options and warrants to purchase shares of Company common stock at the fair market value at the time of grant. Stock-based compensation cost to employees is measured by the Company at the grant date, based on the fair value of the award, over the requisite service period under ASC 718. For options issued to employees, the Company recognizes stock compensation costs utilizing the fair value methodology over the related period of benefit. |
Convertible Securities | Based upon ASC 815-15, we have adopted a sequencing approach regarding the application of ASC 815-40 to convertible securities. We will evaluate our contracts based upon the earliest issuance date. In the event partial reclassification of contracts subject to ASC 815-40-25 is necessary, due to our inability to demonstrate we have sufficient shares authorized and unissued, shares will be allocated on the basis of issuance date, with the earliest issuance date receiving first allocation of shares. If a reclassification of an instrument were required, it would result in the instrument issued latest being reclassified first. |
Net Loss per Share | Under the provisions of ASC 260, “Earnings Per Share,” basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding for the periods presented. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. As of March 31, 2021, the Company had 28,257,467 shares of common stock issued and outstanding. As of March 31, 2021, there were options outstanding for the purchase of 14,786,995 common shares (including unearned stock option grants totaling 11,775,745 shares related to performance targets), warrants for the purchase of 23,440,456 common shares, and 8,108,356 shares of the Company’s common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 21,049,264 common shares (9,020,264 common shares at the current price of $0.25 per share, 4,924,500 common shares at the current price of $1.00 per share and 7,104,500 common shares at the current price of $2.00 per share) reserved and are issuable upon conversion of convertible debentures of $19,133,500. All of which could potentially dilute future earnings per share but are excluded from the March 31, 2021 calculation of net loss per share because their impact is antidilutive. As of March 31, 2020, there were options outstanding for the purchase of 4,891,334 common shares (including unearned stock option grants totaling 2,680,000 shares related to performance targets), warrants for the purchase of 17,755,448 common shares, and 8,108,356 shares of the Company’s common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently had 10,167,804 common shares (9,020,264 common shares at the current price of $0.25 per share and 1,147,540 common shares at the current price of $1.00 per share) and are issuable upon conversion of convertible debentures of $3,402,606. All of which could potentially dilute future earnings per share. |
Comprehensive Loss | Comprehensive loss is defined as the change in equity of a business during a period from non-owner sources. There were no differences between net loss for the three months ended March 31, 2021 and 2020 and comprehensive loss for those periods. |
Dividend Policy | The Company has never paid any cash dividends and intends, for the foreseeable future, to retain any future earnings for the development of our business. Our future dividend policy will be determined by the board of directors on the basis of various factors, including our results of operations, financial condition, capital requirements and investment opportunities. |
Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Based on the Company’s review of accounting standard updates issued since the filing of the 2020 Form 10-K, there have been no other newly issued or newly applicable accounting pronouncements that have had, or are expected to have, a significant impact on the Company’s consolidated financial statements. Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption. |
3. SIGNIFICANT ACCOUNTING POL_3
3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Significant Accounting Policies Adoption Of Accounting Standards | |
Fair value of the simple agreement for future equity | $ Balance as of October 1, 2019 $ - Proceeds from issuance of SAFE 785,000 Fair value adjustment - Balance as of September 30, 2020 $ 785,000 Proceeds from issuance of SAFE 340,000 Fair value adjustment - Balance as of March 31, 2021 $ 1,125,000 |
4. FIXED ASSETS (Tables)
4. FIXED ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment | Estimated Useful Lives March 31, 2021 September 30, 2020 Machinery and equipment 2-3 years $ 386,355 $ 355,272 Leasehold improvements 5 years 3,612 3,612 Furniture and fixtures 5 years 26,854 26,855 Software and websites - - Less: accumulated depreciation (299,011 ) (257,068 ) $ 117,810 $ 128,671 |
5. INTANGIBLE ASSETS (Tables)
5. INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Intangible assets | Estimated March 31, September 30, Useful Lives 2021 2020 Technology 3 years $ 520,000 $ 520,000 Less: accumulated amortization (505,552 ) (418,886 ) Intangible assets, net $ 14,448 $ 101,114 |
6. LEASES (Tables)
6. LEASES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Minimum future lease payments | Year $ 2021 $ 61,845 2022 5,972 Imputed interest (2,153 ) Total lease liability $ 65,664 |
7. CONVERTIBLE NOTES PAYABLE _2
7. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible notes | March 31, 2021 September 30, 2020 Convertible note- Clayton A. Struve $ 1,071,000 $ 1,071,000 Convertible note- Ronald P. Erickson and affiliates 1,184,066 1,184,066 2019 Convertible notes 4,242,490 4,242,490 2020 Convertible notes 5,639,500 5,639,500 Q2 2021 Convertible notes 14,209,000 - Boustead fee refund (originally booked as contra debt) 50,000 50,000 Less conversions of 2019 and 2020 notes (4,957,490 ) (4,242,490 ) Less debt discount - BCF (9,601,827 ) (2,127,894 ) Less debt discount - warrants (4,372,869 ) (1,025,512 ) Less debt discount - warrants issued for services (2,406,360 ) (823,582 ) $ 5,057,510 $ 3,967,578 |
9. EQUITY (Tables)
9. EQUITY (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Warrant activity | March 31, 2021 Weighted Average Exercise Shares Price Outstanding at beginning of period 20,016,367 $ 0.556 Issued 6,237,335 2.100 Exercised (2,583,393 ) (0.493 ) Forfeited (229,853 ) (0.417 ) Expired - - Outstanding at end of period 23,440,456 $ 0.974 Exercisable at end of period 23,440,456 |
Warrants outstanding and exercisable | March 31, 2021 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exercisable Price 11,029,381 1.75 $ 0.250 11,029,381 $ 0.250 714,286 0.33 0.700 714,286 0.700 847,742 0.62 1.000 847,742 1.000 6,624,707 3.88 1.20-1.85 6,624,707 1.20-1.85 4,214,340 2.86 2.00-2.40 4,214,340 2.00-2.40 10,000 2.25 4.080 10,000 4.080 23,440,456 2.95 $ 0.974 23,440,456 $ 0.974 |
Weighted average assumptions relating to the valuation of the Company's warrants | Dividend yield 0% Expected life 3 years Expected volatility 140%-169% Risk free interest rate 0.4% |
10. STOCK INCENTIVE PLANS (Tabl
10. STOCK INCENTIVE PLANS (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock option activity | Weighted Average Options Exercise Price $ Outstanding as of September 30, 2018 2,182,668 $ 1.698 $ 3,706,519 Granted 2,870,000 2.615 7,504,850 Exercised - - - Forfeitures (520,000 ) (3.906 ) (2,031,000 ) Outstanding as of September 30, 2019 4,532,668 2.025 9,180,369 Granted 3,085,000 1.142 3,522,400 Exercised (73,191 ) (0.250 ) (18,298 ) Forfeitures (2,739,477 ) (2.593 ) (7,103,921 ) Outstanding as of September 30, 2020 4,805,000 1.161 5,580,550 Granted 9,985,745 1.677 16,743,590 Exercised (3,750 ) (1.250 ) (4,688 ) Forfeitures - - - Outstanding as of March 31, 2021 14,786,995 $ 1.509 $ 22,319,452 |
Stock options outstanding and exercisable | Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Outstanding Exercisable Exercisable $ 0.25 230,000 2.21 $ 0.250 143,750 $ 0.250 1.10-1.25 3,076,250 3.65 1.108 375,911 1.104 1.28-1.53 9,495,745 3.58 1.499 859,792 1.311 1.79-3.30 1,985,000 4.82 2.132 80,000 2.130 14,786,995 3.82 $ 1.509 1,459,453 $ 1.310 Particle, Inc. Weighted Weighted Average Weighted Average Range of Number Remaining Life Average Number Exercise Price Exercise Prices Outstanding In Years Exercise Price Exercisable Exercisable $ 0.10 4,600,000 4.26 $ 0.10 1,000,000 $ 0.10 0.80 2,600,000 4.86 $ 0.80 - - 7,200,000 4.48 $ 0.35 1,000,000 $ 0.10 |
11. OTHER SIGNIFICANT TRANSAC_2
11. OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related party transactions | Warrant No./Class Issue Date No. Warrant Shares Exercise Price Original Expiration Date Amended Expiration Date Clayton Struve Warrant Series C Warrant W98 08-04-2016 1,785,715 $ 0.25 08-04-2021 08-04-2023 Clayton Struve Warrant Series F Warrant F-1 11-14-2016 187,500 $ 0.25 11-13-2021 11-13-2023 Clayton Struve Warrant Series F Warrant F-2 12-19-2016 187,500 $ 0.25 12-18-2021 12-18-2023 |
13. SEGMENT REPORTING (Tables)
13. SEGMENT REPORTING (Tables) | 6 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment reporting | Gross Net Segment Segment Revenue Margin (Loss) Assets Three Months Ended March 31, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (4,950 ) $ 15,759 Particle, Inc. technology - - (424 ) 149 TransTech distribution business - - - - Total segments $ - $ - $ (5,374 ) $ 15,908 Three Months Ended March 31, 2020 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (3,346 ) $ 1,224 TransTech distribution business 5 1 15 4 Total segments $ 5 $ 1 $ (3,331 ) $ 1,228 Six Months Ended March 31, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (9,874 ) $ 15,759 Particle, Inc. technology - - (799 ) 149 TransTech distribution business - - - - Total segments $ - $ - $ (10,673 ) $ 15,908 Six Months Ended March 31, 2020 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ - $ (6,418 ) $ 1,224 TransTech distribution business 122 52 72 4 Total segments $ 122 $ 52 $ (6,346 ) $ 1,228 |
2. GOING CONCERN (Details Narra
2. GOING CONCERN (Details Narrative) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Exercise Price 13.500 | ||
Accumulated deficit | $ (66,639,230) | $ (55,966,281) |
3. SIGNIFICANT ACCOUNTING POL_4
3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Proceeds from issuance of SAFE | $ 340,000 | $ 0 | |
Simple Agreement for Future Equity ("SAFE") | |||
Balance, beginning | 785,000 | $ 0 | $ 0 |
Proceeds from issuance of SAFE | 340,000 | 785,000 | |
Fair value adjustment | 0 | 0 | |
Balance, ending | $ 1,125,000 | $ 785,000 |
3. SIGNIFICANT ACCOUNTING POL_5
3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Uninsured deposits | $ 15,446,579 | $ 15,446,579 | ||||
Research and development expense | 1,258,678 | $ 447,165 | 2,225,539 | $ 938,303 | $ 2,033,726 | $ 1,257,872 |
Advertising and marketing costs | 169,000 | $ 0 | ||||
Money market accounts | $ 15,160,697 | $ 15,160,697 | $ 4,252,959 | |||
Common stock shares issued | 28,257,467 | 28,257,467 | 24,804,874 | |||
Common stock shares outstanding | 28,257,467 | 28,257,467 | 24,804,874 | |||
Options | ||||||
Anti-dilutive securities | 14,786,995 | 4,891,334 | ||||
Warrants | ||||||
Anti-dilutive securities | 23,440,456 | 17,755,448 | ||||
Convertible Preferred Stock | ||||||
Anti-dilutive securities | 8,108,356 | 8,108,356 | ||||
Leasehold Improvements | ||||||
Estimated useful lives of assets | 5 years | |||||
Minimum | ||||||
Estimated useful lives of assets | 2 years | |||||
Maximum | ||||||
Estimated useful lives of assets | 5 years |
4. FIXED ASSETS (Details)
4. FIXED ASSETS (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Property, Plant and Equipment [Abstract] | ||
Machinery and equipment (2-3 years) | $ 386,355 | $ 355,272 |
Leasehold improvements (5 years) | 3,612 | 3,612 |
Furniture and fixtures (5 years) | 26,854 | 26,855 |
Software and websites | 0 | 0 |
Less: accumulated depreciation | (299,011) | (257,068) |
Property and equipment, net | $ 121,047 | $ 128,671 |
4. FIXED ASSETS (Details Narrat
4. FIXED ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 42,591 | $ 34,079 |
5. INTANGIBLE ASSETS (Details)
5. INTANGIBLE ASSETS (Details) - Technology - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Technology (3 years) | $ 520,000 | $ 520,000 |
Less: accumulated amortization | (505,552) | (418,886) |
Intangible assets, net | $ 14,448 | $ 101,114 |
5. INTANGIBLE ASSETS (Details N
5. INTANGIBLE ASSETS (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 86,666 | $ 86,666 |
6. LEASES (Details)
6. LEASES (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Leases [Abstract] | ||
2021 | $ 61,845 | |
2022 | 5,972 | |
Imputed interest | (2,153) | |
Total lease liability | $ 65,664 | $ 132,035 |
6. LEASES (Details Narrative)
6. LEASES (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Leases [Abstract] | |||
Right-of-use assets | $ 61,998 | $ 129,003 | |
Operating lease liabilities | 65,664 | $ 132,035 | |
Lease cost | 76,423 | $ 67,914 | |
Cash paid for ROU operating lease liability | $ 69,625 | ||
Weighted-average remaining lease term | 1 year | ||
Weighted-average discount rate | 7.00% |
7. CONVERTIBLE NOTES PAYABLE _3
7. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
less conversions | $ (4,957,490) | $ (4,242,490) |
less debt discount - beneficial conversion feature | (9,601,827) | (2,127,894) |
less debt discount - warrants | (4,372,869) | (1,025,512) |
less debt discount - warrants issued for services related to debt offering | (2,406,360) | (823,582) |
Convertible notes, net | 5,057,510 | 3,967,578 |
Convertible Note - Clayton A. Struve | ||
Convertible notes, gross | 1,071,000 | 1,071,000 |
Convertible Note - Ronald P. Erickson and Affiliates | ||
Convertible notes, gross | 1,184,066 | 1,184,066 |
2019 Convertible Notes | ||
Convertible notes, gross | 4,242,490 | 4,242,490 |
2020 Convertible Notes | ||
Convertible notes, gross | 5,639,500 | 5,639,500 |
Q2 2021 Convertible Notes | ||
Convertible notes, gross | 14,209,000 | 0 |
Bousted Fee Refund (Originally Booked as Contra Debt) | ||
Convertible notes, gross | $ 50,000 | $ 50,000 |
7. CONVERTIBLE NOTES PAYABLE _4
7. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | |
Amortization of debt discount | $ 4,198,105 | $ 2,792,398 | |
Convertible Note - Clayton A. Struve | |||
Accrued interest | 75,301 | $ 71,562 | |
Convertible Note - Ronald P. Erickson and Affiliates | |||
Accrued interest | $ 145,202 | $ 145,202 |
8. SIMPLE AGREEMENTS FOR FUTU_2
8. SIMPLE AGREEMENTS FOR FUTURE EQUITY (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Proceeds from issuance of SAFE | $ 340,000 | $ 0 | ||
Simple Agreement for Future Equity ("SAFE") | ||||
Proceeds from issuance of SAFE | 340,000 | $ 785,000 | ||
Simple agreements for future equity | $ 1,125,000 | $ 785,000 | $ 0 |
9. EQUITY (Details)
9. EQUITY (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Mar. 31, 2021 | |
Shares | ||
Outstanding at beginning of period | 20,016,367 | 20,016,367 |
Issued | 6,237,335 | |
Exercised | 0 | (2,583,393) |
Forfeited | (229,853) | |
Expired | 0 | |
Outstanding at end of period | 23,440,456 | |
Exercisable at end of period | 23,440,456 | |
Weighted Average Exercise Price | ||
Outstanding at beginning of period | $ .556 | $ .556 |
Issued | 2.100 | |
Exercised | (.493) | |
Forfeited | (0.417) | |
Expired | (.000) | |
Outstanding at end of period | $ .974 |
9. EQUITY (Details 1)
9. EQUITY (Details 1) | 6 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of warrants | shares | 23,440,456 |
Weighted average remaining life (years) | 2 years 11 months 12 days |
Weighted average exercise price, outstanding | $ 0.974 |
Shares exercisable | shares | 23,440,456 |
Weighted average exercise price, exercisable | $ .974 |
Warrant One | |
Number of warrants | shares | 11,029,381 |
Weighted average remaining life (years) | 1 year 9 months |
Weighted average exercise price, outstanding | $ .250 |
Shares exercisable | shares | 11,029,381 |
Weighted average exercise price, exercisable | $ 0.250 |
Warrant Two | |
Number of warrants | shares | 714,286 |
Weighted average remaining life (years) | 3 months 29 days |
Weighted average exercise price, outstanding | $ .700 |
Shares exercisable | shares | 714,286 |
Weighted average exercise price, exercisable | $ 0.700 |
Warrant Three | |
Number of warrants | shares | 847,742 |
Weighted average remaining life (years) | 7 months 13 days |
Weighted average exercise price, outstanding | $ 1 |
Shares exercisable | shares | 847,742 |
Weighted average exercise price, exercisable | $ 1 |
Warrant Four | |
Number of warrants | shares | 6,624,707 |
Weighted average remaining life (years) | 3 years 10 months 17 days |
Shares exercisable | shares | 6,624,707 |
Warrant Four | Minimum | |
Weighted average exercise price, outstanding | $ 1.20 |
Weighted average exercise price, exercisable | 1.20 |
Warrant Four | Maximum | |
Weighted average exercise price, outstanding | 1.85 |
Weighted average exercise price, exercisable | $ 1.85 |
Warrant Five | |
Number of warrants | shares | 4,214,340 |
Weighted average remaining life (years) | 2 years 10 months 10 days |
Shares exercisable | shares | 4,214,340 |
Warrant Five | Minimum | |
Weighted average exercise price, outstanding | $ 2 |
Weighted average exercise price, exercisable | 2 |
Warrant Five | Maximum | |
Weighted average exercise price, outstanding | 2.40 |
Weighted average exercise price, exercisable | $ 2.40 |
Warrant Six | |
Number of warrants | shares | 10,000 |
Weighted average remaining life (years) | 2 years 3 months |
Weighted average exercise price, outstanding | $ 4.080 |
Shares exercisable | shares | 10,000 |
Weighted average exercise price, exercisable | $ 4.080 |
9. EQUITY (Details 2)
9. EQUITY (Details 2) - Warrants | 6 Months Ended |
Mar. 31, 2021 | |
Dividend yield | 0.00% |
Expected life | 3 years |
Expected volatility, minimum | 140.00% |
Expected volatility, maximum | 169.00% |
Risk free interest rate | 0.40% |
9. EQUITY (Details Narrative)
9. EQUITY (Details Narrative) - USD ($) | Mar. 31, 2021 | Sep. 30, 2020 |
Equity [Abstract] | ||
Common stock shares authorized | 100,000,000 | 100,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Preferred stock par value | $ 0.001 | $ .001 |
Common stock shares issued | 28,257,467 | 24,804,874 |
Common stock shares outstanding | 28,257,467 | 24,804,874 |
Warrants vested | 23,440,456 | |
Intrinsic value | $ 52,105,394 |
10. STOCK INCENTIVE PLANS (Deta
10. STOCK INCENTIVE PLANS (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | |
Shares: | ||||
Outstanding at beginning of period | 20,016,367 | 20,016,367 | ||
Shares granted | 6,237,335 | |||
Shares exercised | 0 | (2,583,393) | ||
Shares forfeited | (229,853) | |||
Outstanding at end of period | 23,440,456 | 20,016,367 | ||
Weighted Average Exercise Price: | ||||
Outstanding at beginning of period | $ .556 | $ .556 | ||
Shares granted | 2.100 | |||
Shares exercised | (.493) | |||
Shares forfeited | (0.417) | |||
Outstanding at end of period | $ .974 | $ .556 | ||
Aggregate Intrinsic Value | ||||
Outstanding at end of period | $ 52,105,394 | |||
Stock Options | ||||
Shares: | ||||
Outstanding at beginning of period | 4,805,000 | 4,805,000 | 4,532,668 | 2,182,668 |
Shares granted | 9,985,745 | 3,085,000 | 2,870,000 | |
Shares exercised | (3,750) | (73,191) | 0 | |
Shares forfeited | 0 | (2,739,477) | (50,000) | |
Outstanding at end of period | 14,786,995 | 4,805,000 | 4,532,668 | |
Weighted Average Exercise Price: | ||||
Outstanding at beginning of period | $ 1.161 | $ 1.161 | $ 2.025 | $ 1.698 |
Shares granted | 1.677 | 1.142 | 2.615 | |
Shares exercised | (1.250) | (0.250) | 0 | |
Shares forfeited | (.000) | (2.593) | (3.906) | |
Outstanding at end of period | $ 1.509 | $ 1.161 | $ 2.025 | |
Aggregate Intrinsic Value | ||||
Outstanding at beginning of period | $ 5,580,550 | $ 5,580,550 | $ 9,180,369 | $ 3,706,519 |
Shares granted | $ 16,743,590 | $ 3,522,400 | $ 7,504,850 | |
Shares exercised | $ (4,688) | $ (18,298) | $ 0 | |
Shares forfeited | $ 0 | $ (7,103,921) | $ (2,031,000) | |
Outstanding at end of period | $ 22,319,452 | $ 5,580,550 | $ 9,180,369 |
10. STOCK INCENTIVE PLANS (De_2
10. STOCK INCENTIVE PLANS (Details 1) | 6 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of outstanding stock options | shares | 23,440,456 |
Weighted average remaining life (years) | 2 years 11 months 12 days |
Weighted average exercise price exerciseable | $ 0.974 |
Number exercisable | shares | 23,440,456 |
Particle, Inc. | |
Number of outstanding stock options | shares | 7,200,000 |
Weighted average remaining life (years) | 4 years 5 months 23 days |
Weighted average exercise price exerciseable | $ .35 |
Number exercisable | shares | 1,000,000 |
Weighted average exercise price exerciseable | $ 0.10 |
Stock Option 1 | |
Range of exercise prices | $ .25 |
Number of outstanding stock options | shares | 230,000 |
Weighted average remaining life (years) | 2 years 2 months 16 days |
Weighted average exercise price exerciseable | $ .250 |
Number exercisable | shares | 143,750 |
Weighted average exercise price exerciseable | $ .250 |
Stock Option 1 | Particle, Inc. | |
Range of exercise prices | $ .10 |
Number of outstanding stock options | shares | 4,600,000 |
Weighted average remaining life (years) | 4 years 3 months 4 days |
Weighted average exercise price exerciseable | $ .10 |
Number exercisable | shares | 1,000,000 |
Weighted average exercise price exerciseable | $ .10 |
Stock Option 2 | |
Number of outstanding stock options | shares | 3,076,250 |
Weighted average remaining life (years) | 3 years 7 months 24 days |
Weighted average exercise price exerciseable | $ 1.108 |
Number exercisable | shares | 375,911 |
Weighted average exercise price exerciseable | $ 1.104 |
Stock Option 2 | Particle, Inc. | |
Range of exercise prices | $ .80 |
Number of outstanding stock options | shares | 2,600,000 |
Weighted average remaining life (years) | 4 years 10 months 10 days |
Weighted average exercise price exerciseable | $ .80 |
Number exercisable | shares | 0 |
Weighted average exercise price exerciseable | $ .00 |
Stock Option 2 | Minimum | |
Range of exercise prices | 1.10 |
Stock Option 2 | Maximum | |
Range of exercise prices | $ 1.25 |
Stock Option 3 | |
Number of outstanding stock options | shares | 9,495,745 |
Weighted average remaining life (years) | 3 years 6 months 29 days |
Weighted average exercise price exerciseable | $ 1.499 |
Number exercisable | shares | 859,792 |
Weighted average exercise price exerciseable | $ 1.311 |
Stock Option 3 | Minimum | |
Range of exercise prices | 1.28 |
Stock Option 3 | Maximum | |
Range of exercise prices | $ 1.53 |
Stock Option 4 | |
Number of outstanding stock options | shares | 1,985,000 |
Weighted average remaining life (years) | 4 years 9 months 25 days |
Weighted average exercise price exerciseable | $ 2.032 |
Number exercisable | shares | 80,000 |
Weighted average exercise price exerciseable | $ 2.130 |
Stock Option 4 | Minimum | |
Range of exercise prices | 1.79 |
Stock Option 4 | Maximum | |
Range of exercise prices | $ 3.30 |
Stock Options | |
Number of outstanding stock options | shares | 14,786,995 |
Weighted average remaining life (years) | 3 years 9 months 25 days |
Weighted average exercise price exerciseable | $ 1.509 |
Number exercisable | shares | 1,459,453 |
Weighted average exercise price exerciseable | $ 1.310 |
10. STOCK INCENTIVE PLANS (De_3
10. STOCK INCENTIVE PLANS (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Options to purchase common stock under 2011 Stock Incentive Plan | 23,440,456 | |
Average exercise price under 2011 Stock Incentive Plan | $ .974 | |
Compensation expense | $ 191,184 | $ 565,726 |
Unrecognized compensation costs | $ 1,222,173 | |
Period for recognition | 3 years 9 months 25 days | |
Stock options granted | 14,786,995 | |
Aggregate intrinsic value | $ 22,272,524 | |
Particle, Inc. | ||
Options to purchase common stock under 2011 Stock Incentive Plan | 7,200,000 | |
Compensation expense | $ 111,365 | $ 0 |
Unrecognized compensation costs | $ 729,917 | |
Period for recognition | 4 years 5 months 23 days | |
Stock options granted | 1,000,000 | |
Aggregate intrinsic value | $ 700,000 | |
2011 Stock Incentive Plan | ||
Options to purchase common stock under 2011 Stock Incentive Plan | 14,786,995 | |
Average exercise price under 2011 Stock Incentive Plan | $ 1.509 |
11. OTHER SIGNIFICANT TRANSAC_3
11. OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Details) | 6 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Clayton Struve Warrant: Series C Warrant W98 | |
Issue date | Aug. 4, 2016 |
Number of warrant shares | shares | 1,785,715 |
Exercise price | $ / shares | $ 0.25 |
Original expiration date | Aug. 4, 2021 |
Amended expiration date | Aug. 4, 2023 |
Clayton Struve Warrant: Series F Warrant F-1 | |
Issue date | Nov. 14, 2016 |
Number of warrant shares | shares | 187,500 |
Exercise price | $ / shares | $ 0.25 |
Original expiration date | Nov. 13, 2021 |
Amended expiration date | Nov. 13, 2023 |
Clayton Struve Warrant: Series F Warrant F-2 | |
Issue date | Dec. 19, 2016 |
Number of warrant shares | shares | 187,500 |
Exercise price | $ / shares | $ 0.25 |
Original expiration date | Dec. 18, 2021 |
Amended expiration date | Dec. 18, 2023 |
11. OTHER SIGNIFICANT TRANSAC_4
11. OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Details narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Sep. 30, 2020 | |
Chief Executive Officer | ||
Accrued compensation, travel and interest | $ 476,486 | $ 597,177 |
13. SEGMENT REPORTING (Details)
13. SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue | $ 0 | $ 5 | $ 0 | $ 122 |
Gross margin | 0 | 1 | 0 | 52 |
Net (loss) | (5,374) | (3,331) | (10,673) | (6,346) |
Segment assets | 15,908 | 1,228 | 15,908 | 1,228 |
Development of the Bio-RFID and ChromaID Technologies | ||||
Revenue | 0 | 0 | 0 | 0 |
Gross margin | 0 | 0 | 0 | 0 |
Net (loss) | (4,950) | (3,346) | (9,874) | (6,418) |
Segment assets | 15,759 | 1,224 | 15,759 | 1,224 |
Particle, Inc. Technology | ||||
Revenue | 0 | 0 | ||
Gross margin | 0 | 0 | ||
Net (loss) | (424) | (799) | ||
Segment assets | 149 | 149 | ||
TransTech Distribution Business | ||||
Revenue | 0 | 5 | 0 | 122 |
Gross margin | 0 | 1 | 0 | 52 |
Net (loss) | 0 | 15 | 0 | 72 |
Segment assets | $ 0 | $ 4 | $ 0 | $ 4 |
13. SEGMENT REPORTING (Details
13. SEGMENT REPORTING (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting [Abstract] | ||
Non-cash expenses | $ 7,027,922 | $ 4,510,430 |