Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 20, 2022 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | KNOW LABS, INC. | ||
Entity Central Index Key | 0001074828 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well Known Seasoned Issuer | No | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Current Reporting Status | Yes | ||
Document Period End Date | Sep. 30, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Common Stock Shares Outstanding | 48,157,937 | ||
Entity Public Float | $ 70,531,213 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-37479 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 90-0273142 | ||
Entity Address Address Line 1 | 500 Union Street | ||
Entity Address Address Line 2 | Suite 810 | ||
Entity Address City Or Town | Seattle | ||
Entity Address State Or Province | WA | ||
Entity Address Postal Zip Code | 98101 | ||
City Area Code | 206 | ||
Local Phone Number | 903-1351 | ||
Security 12b Title | Common Stock, par value $0.001 per share | ||
Trading Symbol | KNW | ||
Security Exchange Name | NYSE | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm Id | 207 | ||
Auditor Name | BPM LLP | ||
Auditor Location | Walnut Creek, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 12,593,692 | $ 12,258,218 |
Total current assets | 12,593,692 | 12,258,218 |
PROPERTY AND EQUIPMENT, NET | 862,977 | 328,504 |
OTHER ASSETS | ||
Other assets | 13,767 | 13,767 |
Operating lease right of use asset | 287,930 | 289,002 |
TOTAL ASSETS | 13,758,366 | 12,889,491 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 526,968 | 419,093 |
Accrued expenses | 462,940 | 893,137 |
Accrued expenses - related parties | 348,264 | 421,599 |
Convertible notes payable, net | 2,255,066 | 9,191,155 |
Current portion of operating lease right of use liability | 215,397 | 112,371 |
Total current liabilities | 3,808,635 | 11,037,355 |
NON-CURRENT LIABILITIES: | ||
Notes payable- PPP loans | 0 | 431,803 |
Operating lease right of use liability, net of current portion | 87,118 | 178,170 |
Total non-current liabilities | 87,118 | 609,973 |
COMMITMENTS AND CONTINGENCIES (Note 12) | 0 | 0 |
STOCKHOLDERS' EQUITY | ||
Common stock - $0.001 par value, 200,000,000 shares authorized, 48,156,062 and 35,166,551 shares issued and outstanding at 9/30/2022 and 9/30/2021, respectively | 48,158 | 35,168 |
Additional paid in capital | 111,209,388 | 82,530,684 |
Accumulated deficit | (101,397,738) | (81,326,494) |
Total stockholders' equity | 9,862,613 | 1,242,163 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 13,758,366 | 12,889,491 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | 1,790 | 1,790 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, value | $ 1,015 | $ 1,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Sep. 30, 2021 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 48,156,062 | 35,166,551 |
Common stock shares outstanding | 48,156,062 | 35,166,551 |
Convertible Preferred Stock Series C [Member] | ||
Preferred stock par value | $ 0.001 | $ 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 |
Convertible Preferred Stock Series D [Member] | ||
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 ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS | ||
REVENUE- DIGITAL ASSET SALES | $ 4,360,087 | $ 0 |
OPERATING EXPENSES- | ||
RESEARCH AND DEVELOPMENT EXPENSES | 5,385,586 | 3,969,972 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 8,118,137 | 6,476,176 |
SELLING AND TRANSACTIONAL COSTS FOR DIGITAL ASSETS | 3,430,438 | 0 |
Total operating expenses | 16,934,161 | 10,446,148 |
OPERATING LOSS | (12,574,074) | (10,446,148) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (8,018,798) | (14,914,065) |
Other income | 521,628 | 0 |
Total other (expense), net | (7,497,170) | (14,914,065) |
LOSS BEFORE INCOME TAXES | (20,071,244) | (25,360,213) |
Income tax expense | 0 | 0 |
NET LOSS | $ (20,071,244) | $ (25,360,213) |
Basic and diluted loss per share | $ (0.50) | $ (0.86) |
Weighted average shares of common stock outstanding- basic and diluted | 40,370,473 | 29,370,596 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) - USD ($) | Total | Series C Convertibles Preferred Stock Member | Series D Convertible Preferred Stock [Member] | Common Stock | Additional Paid In Capital | Accumulated Deficit |
Balance, shares at Sep. 30, 2020 | 1,785,715 | 1,016,004 | 24,804,874 | |||
Balance, amount at Sep. 30, 2020 | $ (1,914,911) | $ 1,790 | $ 1,015 | $ 24,807 | $ 54,023,758 | $ (55,966,281) |
Stock compensation expense - employee options | 1,028,522 | 0 | 0 | $ 0 | 1,028,522 | 0 |
Conversion of debt offering and accrued interest (Note 7), shares | 6,090,660 | |||||
Conversion of debt offering and accrued interest (Note 7), amount | 6,098,058 | 0 | 0 | $ 6,091 | 6,091,968 | 0 |
Beneficial conversion feature (Note 7) | 9,769,683 | 0 | 0 | 0 | 9,769,683 | 0 |
Issuance of warrants to debt holders (Note 7) | 4,439,317 | 0 | 0 | 0 | 4,439,317 | 0 |
Issuance of warrants for services related to debt offering (Note 7) | 1,667,281 | 0 | 0 | $ 0 | 1,667,281 | 0 |
Issuance of common stock for services, shares | 97,000 | |||||
Issuance of common stock for services, amount | 202,820 | 0 | 0 | $ 97 | 202,723 | 0 |
Issuance of common stock warrant for services | 2,547,436 | 0 | 0 | $ 0 | 2,547,436 | 0 |
Issuance of common stock for exercise of warrants, shares | 3,676,542 | |||||
Issuance of common stock for exercise of warrants, amount | 1,313,203 | 0 | 0 | $ 3,675 | 1,309,528 | 0 |
Issuance of common stock for stock option exercises, shares | 16,875 | |||||
Issuance of common stock for stock option exercises, amount | 23,344 | 0 | 0 | $ 17 | 23,327 | 0 |
Issuance of shares and warrants for conversion of Simple Agreements for Future Equity, shares | 480,600 | |||||
Issuance of shares and warrants for conversion of Simple Agreements for Future Equity, amount | 1,427,622 | 0 | 0 | $ 481 | 1,427,141 | 0 |
Net loss | (25,360,213) | $ 0 | $ 0 | $ 0 | 0 | (25,360,213) |
Balance, shares at Sep. 30, 2021 | 1,785,715 | 1,016,004 | 35,166,551 | |||
Balance, amount at Sep. 30, 2021 | 1,242,163 | $ 1,790 | $ 1,015 | $ 35,168 | 82,530,684 | (81,326,494) |
Stock compensation expense - employee options | 4,421,634 | 0 | 0 | $ 0 | 4,421,634 | 0 |
Conversion of debt offering and accrued interest (Note 7), shares | 7,672,860 | |||||
Conversion of debt offering and accrued interest (Note 7), amount | 15,345,720 | 0 | 0 | $ 7,673 | 15,338,047 | 0 |
Beneficial conversion feature (Note 7) | 0 | |||||
Issuance of warrants for services related to debt offering (Note 7) | 0 | |||||
Issuance of common stock for services, shares | 104,634 | |||||
Issuance of common stock for services, amount | 183,000 | 0 | 0 | $ 105 | 182,895 | 0 |
Issuance of common stock warrant for services | 451,487 | 0 | 0 | $ 0 | 451,487 | 0 |
Issuance of common stock for exercise of warrants, shares | 1,045,724 | |||||
Issuance of common stock for exercise of warrants, amount | 838,487 | 0 | 0 | $ 1,046 | 837,441 | 0 |
Issuance of common stock for stock option exercises, shares | 26,293 | |||||
Issuance of common stock for stock option exercises, amount | 26,687 | 0 | 0 | $ 26 | 26,661 | 0 |
Net loss | (20,071,244) | 0 | 0 | $ 0 | 0 | (20,071,244) |
Isssuance of common stock for NYSE uplisting, shares | 4,140,000 | |||||
Isssuance of common stock for NYSE uplisting, amount | 7,424,679 | $ 0 | $ 0 | $ 4,140 | 7,420,539 | 0 |
Balance, shares at Sep. 30, 2022 | 1,785,715 | 1,016,004 | 48,156,062 | |||
Balance, amount at Sep. 30, 2022 | $ 9,862,613 | $ 1,790 | $ 1,015 | $ 48,158 | $ 111,209,388 | $ (101,397,738) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (20,071,244) | $ (25,360,213) |
operating activities | ||
Depreciation and amortization | 320,995 | 200,807 |
Issuance of common stock for services | 183,000 | 202,820 |
Issuance of common stock warrants for services | 451,487 | 2,547,436 |
Gain on debt settlement | (268,872) | 0 |
Stock based compensation- stock option grants | 4,421,634 | 1,028,522 |
Right of use, net | 13,046 | (1,493) |
Gain on forgiveness of notes payable - PPP loans | (252,700) | 0 |
Amortization of debt discount to interest expense | 7,272,911 | 13,722,672 |
Changes in operating assets and liabilities: | ||
Other long-term assets | 0 | 11,413 |
Accounts payable - trade and accrued expenses | 1,009,935 | 797,337 |
NET CASH (USED IN) OPERATING ACTIVITIES | (6,919,808) | (6,850,699) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of research and development equipment | (855,468) | (299,525) |
NET CASH (USED IN) INVESTING ACTIVITIES: | (855,468) | (299,525) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from isssuance of common stock for NYSE uplisting | 8,280,000 | 0 |
Payments for stock issuance costs for NYSE uplisting | (855,321) | |
Proceeds from convertible notes payable | 0 | 14,209,000 |
Payments for issuance costs from notes payable | 0 | (727,117) |
Proceeds from Simple Agreements for Future Equity | 0 | 340,000 |
Repayments on Simple Agreements for Future Equity | 0 | (253,800) |
Proceeds from note payable - PPP | 0 | 205,633 |
Repayments of notes payable- PPP | (179,103) | 0 |
Proceeds from issuance of common stock for stock options exercise | 26,687 | 23,344 |
Proceeds from issuance of common stock for warrant exercise | 838,487 | 1,313,203 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 8,110,750 | 15,110,263 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 335,474 | 7,960,039 |
CASH AND CASH EQUIVALENTS, beginning of period | 12,258,218 | 4,298,179 |
CASH AND CASH EQUIVALENTS, end of period | 12,593,692 | 12,258,218 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 18,800 |
Taxes paid | 0 | 0 |
Non-cash investing and financing activities: | ||
Beneficial conversion feature | 0 | 9,769,683 |
Issuance of warrants to debt holders | 0 | 4,439,317 |
Issuance of warrants for services related to debt offering | 0 | 1,667,281 |
Cashless warrant exercise (fair value) | 0 | 515,975 |
Conversion of debt | 14,209,000 | 5,638,275 |
Conversion of accrued interest | 1,136,720 | 460,185 |
Issuance of shares and warrants for conversion of Simple Agreements for Future Equity | $ 0 | $ 1,427,141 |
ORGANIZATION
ORGANIZATION | 12 Months Ended |
Sep. 30, 2022 | |
ORGANIZATION | |
ORGANISATION | 1. ORGANIZATION Know Labs, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1998. The Company currently has authorized 205,000,000 shares of capital stock, of which 200,000,000 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. At the annual shareholder meeting held on October 15, 2021, the Company’s authorized shares of common stock was increased to 200,000,000 shares of voting common stock, par value $0.001 per share. The Company is focused on the development and commercialization of proprietary biosensor technologies which, when paired with its artificial intelligence (“AI”) deep learning platform, are capable of uniquely identifying and measuring almost any material or analyte using electromagnetic energy to detect, record, identify and measure the unique “signature” of said materials or analytes. The Company call these its “Bio-RFID” technology platform when pertaining to radio and microwave spectroscopy and “ChromaID” technology platform when pertaining to optical spectroscopy. The data obtained with biosensor technology is analyzed with trade secret algorithms which are driven by the AI deep learning platform. There are a significant number of analytes in the human body that relate to health and wellness. The Company’s focus is upon those analytes relating to human health, the identification of which provide diagnostic information and require, by their nature, clearance by the United States Food and Drug Administration. On April 30, 2020, the Company incorporated Particle, Inc. (“Particle”) in the State of Nevada. Particle is focused on the development and commercialization of the Company’s extensive intellectual property relating to electromagnetic energy outside of the medical diagnostic arena which remains the parent company’s singular focus. Since incorporation, Particle has engaged in research and development activities on threaded light bulbs that have a warm white light and can inactivate germs, including bacteria and viruses. It is now looking for partners to take the product to market. On September 17, 2021, the Company incorporated AI Mind, Inc. (“AI Mind”) in the State of Nevada. AI Mind is focused on monetizing the AI deep learning platform. Since incorporation, it initially focused on creating graphical images which were sold as Non Fungible Tokens (“NFTs”). During the year ended September 30, 2022, the Company’s AI deep learning platform began generating revenue from digital asset sales of NFT’s and had sales of $4,360,087. |
LIQUIDITY
LIQUIDITY | 12 Months Ended |
Sep. 30, 2022 | |
LIQUIDITY | |
LIQUIDITY | 2. LIQUIDITY The Company has cash and cash equivalents $12,593,692 and net working capital of $11,040,123 (exclusive of convertible notes payable) as of September 30, 2022. The Company anticipates that it will record losses from operations for the foreseeable future. The Company believes that it has enough available cash to operate until December 31, 2023. As of September 30, 2022, the Company’s accumulated deficit was $101,397,738. The Company has had limited capital resources and intends to seek additional cash via equity and debt offerings. On September 20, 2022, the Company completed a public offering of the Company’s common stock pursuant to which the Company sold 4,140,000 shares of common stock, at a purchase price of $2.00 per share, for total gross proceeds of $8,280,000. After deducting underwriting commissions and other offering expenses, we received net proceeds of $7,424,679. The proceeds of warrants currently outstanding, which could be exercised on a cash basis, may generate potential proceeds of up to $15,694,288. The Company cannot provide assurance that any of these warrants will be exercised. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | 12 Months Ended |
Sep. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | |
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS | 3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS Basis of Presentation Principles of Consolidation Cash and Cash Equivalents Equipment Long-Lived Assets Intangible Assets Revenue Recognition · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. During the year ended September 30, 2022, the Company’s artificial AI deep learning platform began generating revenue from digital asset sales of NFT’s. The Company engineering team, using its research data, AI and proprietary algorithms, produced NFT’s in the form of digital art. The NFT’s produced had no recorded cost basis. Digital Asset Sales After the sale of the NFT, the Ethereum is converted to US dollars as soon as practically possible. The Company records the total value of the gross NFT sale in revenue. Costs incurred in connection with the NFT transaction are recorded in the statement of operations as selling and transactional cost of digital assets and include costs to outside consultants, estimated employee and CEO special bonus compensation, digital asset conversion losses and estimated sales and use tax. The amount totaled $3,430,438 for the year ended September 30, 2022. Research and Development Expenses The Company’s current research and development efforts are primarily focused on improving its 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 the Company’s internal team. The Company believes that continued development of new and enhanced technologies is essential to its future success. The Company incurred expenses of $5,385,586 and $3,969,972 for the years ended September 30, 2022 and 2021, 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 September 30, 2022 and 2021 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 September 30, 2022 and 2021 was $11,821,931 and $12,217,714, respectively. 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 September 30, 2022 and 2021. Stock Based Compensation Convertible Securities Net Loss per Share As of September 30, 2022, the Company had 48,156,062 shares of common stock issued and outstanding. As of September 30, 2022, there were options outstanding for the purchase of 20,792,370 common shares (including unearned stock option grants totaling 9,704,620 shares related to performance targets), warrants for the purchase of 21,786,313 common shares, and 8,108,356 shares of our common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 common shares at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,255,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the September 30, 2022, calculation of net loss per share because their impact is antidilutive. As of September 30, 2021, the Company had 35,166,551 shares of common stock issued and outstanding. As of September 30, 2021, there were options outstanding for the purchase of 15,315,120 common shares (including unearned stock option grants totaling 11,775,745 shares related to performance targets), warrants for the purchase of 22,564,255 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 16,124,764 common shares (9,020,264 common shares at the current price of $0.25 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 $16,464,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the September 30, 2021, calculation of net loss per share because their impact is antidilutive. Comprehensive loss Dividend Policy Use of Estimates Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions related to intraperiod tax allocations, foreign subsidiaries, and interim reporting that are present within existing GAAP rules. The ASU also provides updated guidance regarding the tax treatment of certain franchise taxes, goodwill and nontaxable entities, among other items. In addition, ASU 2019-12 clarifies that the effect of a change in tax laws or rates should be reflected in the annual effective tax rate computation during the interim period that includes the enactment date. We adopted ASU 2019-12 as of October 3, 2021, (as of the beginning of fiscal 2022) and its adoption did not have a material impact on the Company’s consolidated financial statements. Based on the Company’s review of accounting standard updates issued since the filing of the September 30, 2022 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. |
AI DEEP LEARNING PLATFORM
AI DEEP LEARNING PLATFORM | 12 Months Ended |
Sep. 30, 2022 | |
AI DEEP LEARNING PLATFORM | |
AI DEEP LEARNING PLATFORM | 4. AI DEEP LEARNING PLATFORM During the year ended September 30, 2022, the Company’s AI deep learning platform began generating revenue from digital asset sales of NFT’s and had sales of $4,360,087. The Company’s sales of NFT’s are generated using the NFT digital exchange, OpenSea. Customers purchasing the NFT’s must make payments in the crypto currency, Ethereum. The Ethereum is received into a digital wallet and then moved to an account at Coinbase where the Ethereum is converted to U.S. dollars. During the three months ended December 31, 2021, the Company was not able to establish a digital wallet and corporate account at Coinbase in order to receive the Ethereum. The Company used the digital wallet and Coinbase account of the Company’s CEO. The Company and the CEO executed an assignment of his account to the Company while the Company establishes its own Coinbase account. All proceeds received from the sale of NFT were deposited in the CEO’s personal digital accounts. After the sale of the NFT, the Ethereum is converted to US dollars as soon as practically possible. The Company records the total value of the gross NFT sale in revenue. Costs incurred in connection with the NFT transaction are recorded in the statement of operations as selling and transactional cost of digital assets and include costs to outside consultants, estimated employee and CEO special bonus compensation, digital asset conversion losses and estimated sales and use tax. The amount totaled $3,430,438 for the year ended September 30, 2022. As of September 30, 2022, accrued expenses include $343,878 of expenses, primarily sales and use tax and other expenses. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 5. PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2022 and 2021 was comprised of the following: Estimated Useful Lives September 30, 2022 September 30, 2021 Machinery and equipment 2-3 years $ 1,510,265 $ 654,798 Leasehold improvements 5 years 3,612 3,612 Furniture and fixtures 5 years 26,855 26,855 Less: accumulated depreciation (677,755 ) (356,761 ) $ 862,977 $ 328,504 Total depreciation expense was $320,995 and $99,693 for the years ended September 30, 2022 and 2021, respectively. All equipment is used primarily for research and development purposes and accordingly $304,637 in depreciation is classified in research and development expenses during the year ending September 30, 2022. |
LEASES
LEASES | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
LEASES | 6. 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 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 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 $302,000 as of September 30, 2022. 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 years ended September 30, 2022 and 2021, the Company amended three leases expire and recognized the rent payments as an expense in the current period. As of September 30, 2022 and 2021, total operating lease liabilities for remaining long term lease was approximately $302,000 and $291,000, respectively. In the years ended September 30, 2022 and 2021, the Company recognized approximately $289,018 and $139,643, 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 year ended September 30, 2022 was as follows: Cash paid for ROU operating lease liability $292,363 Weighted-average remaining lease term 17 months Weighted-average discount rate 7% The minimum future lease payments as of September 30, 2022 are as follows: Years Ended September 30, $ 2023 $ 194,537 2024 127,232 Total remaining payments 321,769 Less Imputed Interest (19,254 ) Total lease liability $ 302,515 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | 12 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | 7. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible notes payable as of September 30, 2022 and 2021 consisted of the following: Convertible Promissory Notes with Clayton A. Struve The Company owes Clayton A. Struve, a significant stockholder, $1,071,000 under convertible promissory or OID notes. We recorded accrued interest of $86,562 and $71,562 as of September 30, 2021 and 2020, respectively. On December 7, 2022, we signed Amendments to the convertible promissory or OID notes, extending the due dates to September 30, 2023. Convertible Redeemable Promissory Notes with 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 $287,290 and $216,246 as of September 30, 2022 and 2021, respectively. On December 7, 2022, the Company approved Amendments to the convertible redeemable promissory notes with Ronald P. Erickson and J3E2A2Z, extending the due dates to January 30, 2023. Mr. Erickson controls J3JE2A2Z. 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 September 30, 2022, the Company has raised approximately $24 million through these offerings, of which $14,209,000 and $5,639,500 were raised in the years ended September 30, 2021 and 2020, respectively. During the year ended September 30, 2021, the Company issued 6,091,960 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. The Convertible Notes issued during the year ended September 30, 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. As of September 30, 2022 all convertible notes and accrued interest had been converted to common stock. The fair value of the Warrants issued to debt holders during the year ended September 30, 2021 was $4,439,317 on the date of issuance and was amortized over the one-year term of the Convertible Notes. The fair value of the warrants was recorded as debt discount (with an offset to APIC) and was amortized over the one-year term of the Convertible Notes. In connection with the debt offering during the year ended September 30, 2021, the placement agent for the Convertible Notes and the Warrants received a cash fee of $727,117 and warrants to purchase 492,090 shares of the Company’s common stock, all based on 2-8% of gross proceeds to the Company. The warrants issued for these services had a fair value of $1,667,281 at the date of issuance. The fair value of the warrants was recorded as debt discount (with an offset to APIC) and will be amortized over the one-year term of the Convertible Notes. The $727,117 cash fee was recorded as issuance costs and was amortized over the one-year term of the related Convertible Notes. During the year ended September 30, 2021, the Company recorded a debt discount of $9,769,683 associated with a beneficial conversion feature on the debt, which was accreted to interest expense using the effective interest method over the one-year term of the Convertible Notes. During the year ended September 30, 2022, amortization related to the debt offerings of $7,272,911 was recognized as interest expense in the consolidated statements of operations. Convertible notes payable as of September 30, 2022 and 2021 are summarized below: September 30, 2022 September 30, 2021 Convertible note- Clayton A. Struve $ 1,071,000 $ 1,071,000 Convertible note- Ronald P. Erickson and affiliates 1,184,066 1,184,066 2020 Convertible notes - 5,639,500 2021 Convertible notes 14,209,000 14,209,000 Boustead fee refund (originally booked as contra debt) - 50,000 Less conversions of notes (14,209,000 ) (5,639,500 ) Less debt discount - BCF - (4,308,337 ) Less debt discount - warrants - (1,957,590 ) Less debt discount - warrants issued for services - (1,056,984 ) $ 2,255,066 $ 9,191,155 Note Payable-PPP Loans 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 September 30, 2022 and 2021, the Company recorded interest expense of $4,350 and $3,222, respectively. On April 27, 2022, the Company was notified by the SBA that the Company is required to repay principal of $98,106 and interest of $1,997. The remaining loan and accrued interest balances were forgiven. 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 September 30, 2022 and 2021, the Company recorded interest expense of $2,721 and $1,268, respectively. On June 11, 2022, the Company was notified by the SBA that the Company is required to repay principal of $78,843 and interest of $1,057. The remaining loan and accrued interest balances were forgiven. As a result of a portion of these loans being forgiven, the Company recognized a gain on loan forgiveness of approximately $253,000 which is included in other income. |
SIMPLE AGREEMENTS FOR FUTURE EQ
SIMPLE AGREEMENTS FOR FUTURE EQUITY | 12 Months Ended |
Sep. 30, 2022 | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | 8. SIMPLE AGREEMENTS FOR FUTURE EQUITY Through August 9, 2021, $1,125,000 had been raised through the sale of SAFE instruments. On this date, certain investors elected to convert their SAFE instruments balance and accrued interest into the Company’s common stock. The Company issued 480,600 shares of common stock at an average price of $2.00 per share, or $961,200 related to the conversion into the Company’s common stock. The exercise price was below the fair market value of the Company’s common stock, as such the Company recorded a beneficial conversion feature of $72,090. The Company also issued five-year warrants to these investors for 240,000 shares of the Company’s common stock. The warrants are exercisable at $2.40 per share. The warrants were valued at $1.641 per share, or $394,332, and were expensed during the year ended September 30, 2021. The Company repaid $253,800 to investors that elected to redeem their SAFE instruments for cash. The Company recorded interest expense of $90,000 and paid $54,108 to Boustead Securities LLC in fees during the year ended September 30, 2021 related to this transaction. The Company also issued a five-year warrant to Boustead Securities LLC for 43,254 shares of the Company’s common stock. The warrant is exercisable at $2.40 per share and was valued at $1.641 per share or $70,980. |
EQUITY
EQUITY | 12 Months Ended |
Sep. 30, 2022 | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | |
EQUITY | 9. EQUITY Authorized Capital Stock The Company’s authorized capital stock currently consists of 205,000,000 shares, consisting of 200,000,000 shares of common stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 1,785,715 shares have been designated as series C convertible preferred stock, 1,016,014 shares have been designated as series D convertible preferred stock, and 500 shares have been designated as series F preferred stock. Series C Convertible 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 September 30, 2022 and 2021 there are 1,785,715 Series C Preferred shares outstanding. On May 3, 2022, the Company approved the Extension of Warrant Agreement with Clayton Struve, extending the exercise dates to August 4, 2024. As of September 30, 2022 and 2021, there were 1,785,715 shares of series C convertible preferred stock outstanding. Series D Convertible Preferred Stock As of September 30, 2022 and 2021, 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. As of September 30, 2022 and 2021, there were 1,016,014 shares of series D convertible preferred stock outstanding. 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 September 30, 2022 and 2021, there are no Series F shares outstanding. Securities Subject to Price Adjustments If in the future, if the Company sells its common stock at a price below $0.25 per share, the conversion price of our outstanding shares of series C convertible preferred stock and series D convertible preferred stock would adjust below $0.25 per share pursuant to the documents governing such instruments. In addition, the conversion price of the convertible promissory notes referred to above and the exercise price of certain outstanding warrants to purchase 10,154,381 shares of common stock would adjust below $0.25 per share pursuant to the documents governing such instruments. Warrants totaling 4,439,707 would adjust below $1.20 per share and warrants totaling 4,465,294 would adjust below $2.40 per share, in each case pursuant to the documents governing such instruments. Common Stock 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. Year Ended September 30, 2022 The Company issued 7,672,860 shares of common stock related to the automatic conversion of convertible notes and interest from a private placement to accredited investors in 2021. The convertible notes and interest were automatically converted to common stock at $2.00 per share on the one-year anniversary in March 2022. The Company issued 1,045,724 shares of common stock related to warrant exercises and received $838,487. The Company issued 26,293 shares related to the exercise of stock option grants and received $26,887. The Company issued 104,634 shares each to three directors and three consultants at $1.749 per share. On September 20, 2022, the Company completed a public offering of our common stock pursuant to which the Company sold 4,140,000 shares of common stock, at a purchase price of $2.00 per share, for total gross proceeds of $8,280,000. After deducting underwriting commissions and other offering expenses, the Company received net proceeds of $7,424,679. Year Ended September 30, 2021 The Company issued 6,091,960 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. The Company issued 3,676,542 shares of common stock at an average price of 0.582 per share related to the exercise of warrants. The Company issued 16,875 shares related to the exercise of stock option grants at $1.38 per share. The Company issued 97,000 shares related to services. The shares were valued at the fair market value of $202,820. The Company issued 480,600 shares of common stock at an average price of $2.00 per share, or $961,200, related to the conversion of Particle SAFEs into the Company’s common stock. Warrants to Purchase Common Stock Year Ended September 30, 2022 The Company issued 389,800 warrants to purchase common stock to three directors and four consultants at $1.899 per share. The warrants expire five years from the date of issuance. On May 3, 2022, the Company signed an extension of warrant agreement with Clayton Struve, extending the exercise dates as follows: Warrant No./Class Issue Date No. Warrant Shares Exercise Price Original Expiration Date Amended Expiration Date Clayton A. Struve Warrant 08-14-2017 1,440,000 0.25 08-13-2023 08-13-2024 Clayton A. Struve Warrant 12-12-2017 1,200,000 0.25 12-11-2023 12-11-2024 Clayton A. Struve Warrant 08-04-2016 1,785,715 $0.25 08-04-2023 08-04-2024 Clayton A. Struve Warrant 02-28-2018 1,344,000 $0.25 02-28-2023 02-28-2024 The Company recorded interest expense of $244,260 during the year ended September 30, 2022 related to the extension of the warrants. Warrants to purchase 122,018 shares of common stock at $0.918 per share expired. On September 20, 2022, pursuant to the Underwriting Agreement, the Company issued a common stock purchase warrant to Boustead Securities, LLC for the purchase of 289,800 shares of common stock at an exercise price of $2.40, subject to adjustments. The Warrant is exercisable at any time and from time to time, in whole or in part, until September 15, 2027 and may be exercised on a cashless basis. The Warrant also includes customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the Warrant. The Warrant and the shares of common stock underlying the Warrant were registered as a part of the Registration Statements. The Company issued 1,045,724 shares of common stock related to warrant exercises and received $838,487. Year Ended September 30, 2021 The Company issued warrants to Ronald P. Erickson for 2,000,000 shares of common stock. The five year warrant is immediately vested and exercisable on a cash or cashless basis at $1.53 per share and was valued using a Black-Scholes model at $1,811,691. The Company issued warrants to five directors and consultants for 269,510 shares of common stock. The five year warrant is convertible at $1.918 per share and was valued using a Black-Scholes model at $735,745. The Convertible Notes issued during the year ended September 30, 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 Company issued 3,676,542 shares of common stock at an average price of $0.582 per share related to the exercise of warrants. Warrants to exercise 384,359 shares of common stock were forfeited at an average of $1.155 per share. The Company also issued a five year warrant to Boustead Securities LLC for 43,254 shares of the Company’s common stock related to the conversion of Particle Simple Agreements for Future Equity into the Company’s common shares. The warrant is exercisable at $2.40 per share. The warrant was valued at $1.641 per share or $70,980. Warrants to purchase 384,359 shares of common stock were forfeited at an average of $1.155 per share. A summary of the warrants outstanding as of September 30, 2022 were as follows: September 30, 2022 Weighted Average Exercise Shares Price Outstanding at beginning of period 22,564,255 $ 0.998 Issued 389,800 2.271 Exercised (1,045,724 ) (0.835 ) Forfeited - - Expired (122,018 ) (0.918 ) Outstanding at end of period 21,786,313 $ 1.029 Exerciseable at end of period 21,786,313 The following table summarizes information about warrants outstanding and exercisable as of September 30, 2022: September 30, 2022 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exerciseable Price 10,569,381 1.26 $ 0.250 10,569,381 $ 0.250 6,512,207 2.35 1.20-1.85 6,512,207 1.20-1.85 4,694,725 3.61 2.00-3.00 4,694,725 2.00-3.00 10,000 0.75 4.080 10,000 4.080 21,786,313 2.85 $ 1.029 21,786,313 $ 1.029 The significant weighted average assumptions relating to the valuation of the Company’s warrants for the year ended September 30, 2022 were as follows: Dividend yield 0% Expected life 3-5 years Expected volatility 104% Risk free interest rate 2.96% There were vested and in the money warrants of 21,786,313 with an aggregate intrinsic value of $24,047,814. |
EQUITY INCENTIVE PLANS
EQUITY INCENTIVE PLANS | 12 Months Ended |
Sep. 30, 2022 | |
EQUITY INCENTIVE PLANS | |
EQUITY INCENTIVE PLANS | 10. EQUITY INCENTIVE PLANS On August 12, 2021, the Company established its 2021 Equity Incentive Plan (the “2021 Plan”), which was adopted by stockholders on October 15, 2021. The Company initially had 20,000,000 shares of its common stock authorized as the maximum number of shares of common stock that may be delivered to participants under the 2021 Plan, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. This number was increased to 22,000,000 shares of common stock as of January 1, 2022 as a result of the automatic share reserve increase described below. 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. The 2011 Plan terminated on April 19, 2021. The Company initially had 20,000,000 shares of its common stock authorized as the maximum number of shares of the Company’s common stock that may be delivered to participants under the 2021 Plan, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. This number was increased to 22,000,000 shares of common stock as of January 1, 2022 as a result of the automatic share reserve increase. Shares subject to an award under the 2021 Plan for which the award is canceled, forfeited or expires again become available for grants under the 2021 Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the 2021 Plan. As of the date of this report on Form 10-K, 13,816,370 shares of our common stock remain available for issuance under the 2021 Plan. The 2021 Plan also authorizes for issuance the sum of (A) any shares of our common stock that, as of the date of stockholder approval of the 2021 Plan, have been reserved but not issued pursuant to any awards granted under our 2011 Stock Incentive Plan, as amended, or the 2011 Plan, and (B) any shares of our common stock subject to stock options or similar awards granted under the 2011 Plan that, after the date of stockholder approval of the 2021 Plan, expire or otherwise terminate without having been exercised in full and shares of our common stock issued pursuant to awards granted under the 2011 Plan that are forfeited to or repurchased by us, with the maximum number of shares of our common stock to be added to the 2021 Plan pursuant to clause (ii) equal to 13,816,370. Year Ended September 30, 2022 On December 16, 2021, the Company issued a stock option grant to Ronald P. Erickson for 1,000,000 shares at an exercise price of $2.09 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years. On December 16, 2021, the Company issued a stock option grant to Phillip A. Bosua for 1,300,000 shares at an exercise price of $2.09 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years. On May 20, 2022, the Company issued a stock option grant to Peter Conley for 1,000,000 shares at an exercise price of $1.48 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years after two quarters. During the year ended September 30, 2022, the Company also issued stock option grants to nineteen employees and consultants for 3,336,000 shares at an average exercise price of $1.726 per share. The stock option grants expire in five years. The stock option grants primarily vest quarterly over four years. During the year ended September 30, 2022, the Company issued 26,293 shares related to the exercise of stock option grants and received $26,887. During the year ended September 30, 2022, eight employees and consultants forfeited stock option grants for 1,132,457 shares at an average of $2.057 per share. Year Ended September 30, 2021 During the year ended September 30, 2021, the Company issued stock option grants to seventeen employees and consultants totaling 10,650,745 shares of common stock at an average price of $1.766 per share. The stock option grants expire in five years. Stock option grants totaling 9,145,745 vest when earned based on certain performance criteria and 1,505,000 option grants generally vest quarterly over 4 years, with nothing vesting in the first two quarters. No stock compensation expense has been recorded through September 30, 2021 for those options with performance milestones. On December 15, 2020, the Company issued stock option grants to purchase 3,997,870 shares to two officers which vest in increments if the market capitalization of the Company commons stock exceeds for 20 consecutive trading days starting at $100 million to $1 billion. The Company estimated at grant date the fair value of these options at approximately $1,116,146 which is being amortized over 5 years. As of September 30, 2022 there is expense of $716,618 to be recognized over the remaining service period. The Company valued these stock options using the Monte Carlo pricing model which included key assumptions of 100% stock volatility, five year life and no forfeitures. During the year ended September 30, 2021, two consultants exercised stock option grants for 20,625 shares at $1.359 per share. During the year ended September 30, 2021, an employee forfeited a stock option grant for 120,000 shares at $3.30 per share. Stock option activity for the years ended September 30, 2022 and 2021 was as follows: Weighted Average Options Exercise Price Proceed $ Outstanding as of September 30, 2020 4,805,000 $ 1.161 $ 5,580,550 Granted 10,650,745 1.766 18,807,990 Exercised (20,625 ) (1.359 ) (28,031 ) Forfeitures (120,000 ) (3.300 ) (396,000 ) Outstanding as of September 30, 2021 15,315,120 1.565 23,964,509 Granted 6,636,000 1.815 12,045,330 Exercised (26,293 ) (1.376 ) (36,170 ) Forfeitures (1,132,457 ) (2.057 ) (2,329,267 ) Outstanding as of September 30, 2022 20,792,370 $ 1.618 $ 33,644,402 The following table summarizes information about stock options outstanding and exercisable as of September 30, 2022: Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Outstanding Exerciseable Exerciseable $ 0.25 230,000 0.96 $ 0.250 215,625 $ 0.250 1.10-1.25 2,905,625 3.21 1.100 1,765,951 1.100 1.28-1.67 12,320,745 2.34 1.499 1,788,625 1.380 1.79-3.67 5,336,000 4.04 2.312 928,250 2.128 20,792,370 3.93 $ 1.618 4,698,451 $ 1.452 There are stock option grants of 20,792,370 shares as of September 30, 2022 with an aggregate intrinsic value of $14,265,304. There are 20,792,370 (including unearned stock option grants totaling 9,704,620 shares related to performance milestones) options to purchase common stock at an average exercise price of $1.618 per share outstanding as of September 30, 2022 under the 2021 Plan. The Company recorded $4,421,634 and $1,028,522 of compensation expense, net of related tax effects, relative to stock options for the years ended September 30, 2022 and 2021, respectively, in accordance with ASC 718. As of September 30, 2022, there is $8,850,989 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 3.93 years. As of September 30, 2021, the 2020 Particle Stock Incentive Plan was terminated and all stock option grants were cancelled by the participants. The Company recorded $197,553 of compensation expense, net of related tax effects, relative to Particle stock options for the year ended September 30, 2021 in accordance with ASC 718. |
OTHER SIGNIFICANT TRANSACTIONS
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | 12 Months Ended |
Sep. 30, 2022 | |
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | |
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | 11. OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES Transactions with Clayton Struve See Notes 7 and 9 for related party transactions with Clayton A. Struve, a significant stockholder. 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. Transactions with Ronald P. Erickson See Notes 7, 9, 10 and 12 for related party transactions with Ronald P. Erickson, the Company’s Chairman, and affiliated entities. On November 4, 2019, the Company granted a stock option grant to Ronald P. Erickson for 1,200,000 shares with an exercise price of $1.10 per share. The performance grant expires November 4, 2024 and vests upon uplisting to the NASDAQ or NYSE exchanges. The Company’s common stock began trading on NYSE American under the symbol “KNW” on September 16, 2022 and the Company expensed $1,207,200 during the year ended September 30, 2022. On June 1, 2020, Mr. Erickson received a salary of $10,000 per month for work on Particle, Inc. This salary was cancelled as of August 15, 2021. On December 15, 2020, the Company issued a stock option grant to Ronald P. Erickson for 1,865,675 shares at an exercise price of $1.53 per share. The stock option grant expires in five years. The grant vests in increments if the market capitalization of the Company’s commons stock exceeds for 20 consecutive trading days starting at $100 million to $1 billion. The Company estimated at grant date the fair value of these options at approximately $520,869 which is being amortized over 5 years. As of September 30, 2022, the Company recorded a cumulative expense of $186,657. The Company is valuing this stock option using the Monte Carlo pricing model which included key assumptions of 100% stock volatility, five year life and no forfeitures. The stock option grant was not vested as of September 30, 2022. On December 15, 2020, the Company issued a stock option grant to Ronald P. Erickson for 1,865,675 shares at an exercise price of $1.53 per share. The stock option grant expires in five years. The Company’s common stock began trading on NYSE American under the symbol “KNW” on September 16, 2022 and the Company expensed $263,593 during the year ended September 30, 2022. The stock option grants vest when earned based on certain performance criteria. 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. The Company paid $120,000 and $272,500 of salaries and vacation pay to Mr. Erickson during the year ended September 30, 2022 and 2021 that were previously accrued and reported but were deferred., Mr. Erickson and/or entities with which he is affiliated also have accrued compensation, travel and interest of approximately $295,418 and $421,599 as of September 30, 2022 and 2021, respectively. Transactions with Phillip A. Bosua See Notes 4, 10 and 12 for related party transactions with Phillip A. Bosua. On June 1, 2020, Mr. Bosua received a salary of $10,000 per month for work on Particle, Inc. This salary was cancelled as of August 15, 2021. On December 15, 2020, the Company issued a stock option grant to Phillip A. Bosua for 2,132,195 shares at an exercise price of $1.53 per share. The stock option grant expires in five years. The grant vests in increments if the market capitalization of the Company’s commons stock exceeds for 20 consecutive trading days starting at $100 million to $1 billion. The Company estimated at grant date the fair value of these options at approximately $595,277 which is being amortized over 5 years. As of September 30, 2022, the Company recorded a cumulative expense of $231,321. The Company is valuing this stock option using the Monte Carlo pricing model which included key assumptions of 100% stock volatility, five year life and no forfeitures. The stock option grant was not vested as of September 30, 2022. On December 15, 2020, the Company issued a stock option grant to Phillip A. Bosua for 2,132,195 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. The Company’s common stock began trading on NYSE American under the symbol “KNW” on September 16, 2022 and we expensed $301,249 during the year ended September 30, 2022. On March 18, 2021, the Company approved a $250,000 bonus for Mr. Bosua. The bonus was paid during April 2021. As compensation for the development of the NFT sales, Mr. Bosua was paid $1,087,928 in compensation and $91,500 for rent expense during the year ended September 30, 2022. Stock Issuances to Named Executive Officers and 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. On January 5, 2022, the Company issued 30,000 shares each to three directors shares at an exercise price of $1.70 per share. On January 5, 2022, the Company issued 20,000 warrants to purchase common stock each to three directors shares at $1.70 per share. The warrants expire on January 5, 2027. |
COMMITMENTS CONTINGENCIES AND L
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS | 12 Months Ended |
Sep. 30, 2022 | |
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS | |
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS | 12. 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 business. The Company is currently not a party to any pending legal proceeding that is not ordinary routine litigation incidental to the Company’s business. Employment Agreements On April 10, 2018, the Company entered into an amended employment agreement for Ronald P. Erickson which amends the Company’s employment agreement with him dated July 1, 2017. The employment agreement provides for a base salary of $180,000 per year, which was increased to $215,000 from May 1, 2020 to March 31, 2021 and to $300,000 from April 1, 2021 to March 15, 2022 and to $325,000 from March 15, 2022 to September 30, 2022. The compensation committee and the board of Particle compensated Mr. Erickson with an annual salary of $120,000 from June 1, 2020 to August 15, 2021. Mr. Erickson will be entitled to participate in all group employment benefits that are offered by us to our senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. The employment agreement is for an initial term of 12 months (subject to earlier termination) and will be automatically extended for additional 12-month terms unless either party notifies the other party of its intention to terminate the employment agreement with at least ninety (90) days prior to the end of the initial term or renewal term. If the Company terminates Mr. Erickson’s employment at any time prior to the expiration of the term without cause, as defined in the employment agreement, or if Mr. Erickson terminates his employment at any time for “good reason” or due to a “disability,” Mr. Erickson will be entitled to receive (i) his base salary amount for one year; and (ii) medical benefits for eighteen months. On April 10, 2018, the Company entered into an employment agreement with Phillip A. Bosua reflecting his appointment as Chief Executive Officer. The employment agreement provides for a base salary of $225,000 per year, which was increased to $260,000 from May 1, 2020 to March 31, 2021 and to $350,000 from April 1, 2021 to September 30, 2022. The compensation committee and the board of directors of Particle compensated Phillip A. Bosua with an annual salary of $120,000 from June 1, 2020 to August 15, 2021. Mr. Bosua also received 500,000 shares of common stock valued at $0.33 per share may be entitled to bonuses and equity awards at the discretion of the board or a committee of the board. Mr. Bosua will be entitled to participate in all group employment benefits that are offered by us to our senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. The employment agreement is for an initial term of 12 months (subject to earlier termination) and will be automatically extended for additional 12-month terms unless either party notifies the other party of its intention to terminate the employment agreement with at least ninety (90) days prior to the end of the initial term or renewal term. If the Company terminates Mr. Bosua’s employment at any time prior to the expiration of the term without cause, as defined in the employment agreement, or if Mr. Bosua terminates his employment at any time for “good reason” or due to a “disability,” Mr. Bosua will be entitled to receive (i) his base salary amount for one year; and (ii) medical benefits for eighteen months. On May 13, 2022, the Company entered into an employment agreement with Peter J. Conley reflecting his appointment as our Chief Financial Officer and Senior Vice President, Intellectual Property. The employment agreement provides for a base salary of $300,000 and Mr. Conley may also be entitled to bonuses from time to time as determined by our board of directors or our compensation committee in their sole discretion. Mr. Conley is eligible to participate in of all our employee benefit plans, policies and arrangements that are applicable to other executive officers, as such plans, policies and arrangements may exist or change from time to time at our discretion. We will reimburse Mr. Conley for reasonable travel, entertainment and other expenses he incurs in the furtherance of his duties under the employment agreement. The employment agreement is at will, meaning either we or Mr. Conley may terminate the employment relationship at any time, with or without cause, upon written notice to the other party. The employment agreement provides for severance pay equal to 12 months of then-in-effect base salary if Mr. Conley is terminated without “cause” or voluntarily terminates his employment for “good reason,” as defined in the employment agreement. Properties and Operating Leases, The Company is obligated under the following leases for its various facilities. Corporate Offices On April 13, 2017, the Company leased its executive office located at 500 Union Street, Suite 810, Seattle, Washington, USA, 98101. The Company leases 943 square feet and the current net monthly payment is $3,334. The monthly payment increases approximately 3% each year and the lease expired on May 31, 2022. On October 31, 2021, the Company extended the lease from June 1, 2022 to May 31, 2023 at $2,986 per month. Lab Facilities and Executive Offices On May 18, 2021, the Company entered into a lease for its lab facilities located at 914 E Pine Street, Suite 212, Seattle, WA 98122 and leased 2,642 square feet. The net monthly lease payment was $8,697 and increases by 3% annually. The lease expires on June 30, 2024. The lease can be extended for one additional three year term. On October 11, 2021, the Company entered into the First Amendment of Lease and added 2,485 square feet for $5,000 per month. On September 20, 2022, the Company entered into the Second Amendment of Lease for additional space. The expanded space will be utilized for research and testing. The Amendment of Lease expires on December 31, 2023. On September 22, 2022, the Company leased lab facilities and executive offices at 58969 Carmelita Circle, Yucca Valley, CA 92284 from Phillip Bosua, the Company’s CEO. The Company leased 1,700 square feet of the total 2,134 square feet of the premises and the current net monthly payment is $7,000. The lease expires September 30, 2023 and can be extended on a month to month basis. The Company paid $91,500 in rent on September 28, 2022 for the period September 1, 2021 to September 30, 2022. On November 22, 2022, the Company leased additional lab facilities at 123 Boylston Ave, Suite C, Seattle, WA 98102. The Company leased 1,800 square feet and the current net monthly payment is $2,250. The lease expires November 22, 2023. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
INCOME TAXES | 13. INCOME TAXES The Company has incurred losses since inception, which have generated net operating loss carryforwards. The net operating loss carryforwards arise from United States sources. Losses arising from United States taxable operations were approximately $7.3 million and $7.5 million for the years ended September 30, 2022 and 2021. The Company has Federal net operating loss carryforwards of approximately $44.6 million which expire in 2028-2042. Because it is not more likely than not that sufficient tax earnings will be generated to utilize the net operating loss carryforwards, a corresponding valuation allowance equal to 100% of the gross deferred tax asset of approximately $11.4 million and $9.7 million was established as of September 30, 2022 and 2021, respectively. The Company does not recognize the majority of state tax loss operating loss carryforwards as a deferred tax asset given it no longer has any operation in those states. Under the Tax Reform Act of 1986, the amounts of, and benefits from, net operating losses may be limited in certain circumstances, including a change in control. Section 382 of the Internal Revenue Code generally imposes an annual limitation on the amount of net operating loss carryforwards that may be used to offset taxable income when a corporation has undergone significant changes in its stock ownership. There can be no assurance that the Company will be able to utilize any net operating loss carryforwards in the future. The Company is subject to possible tax examination for the years 2017 through 2022. The principal components of the Company’s deferred tax assets at September 30, 2022 and 2021 are as follows: 2022 2021 Net operating loss carryforward $ 9,372,000 $ 8,051,000 Stock based compensation 1,677,000 975,000 Intangibles 221,000 276,000 Accruals and reserves 97,000 399,000 Total deferred tax asset 11,367,000 9,701,000 Valuation allowance (11,367,000 ) (9,701,000 ) Net deferred tax assets $ - $ - Change in valuation allowance during the year $ (1,666,000 ) $ (1,092,357 ) A reconciliation of the United States Federal Statutory rate to the Company’s effective tax rate for the years ended September 30, 2022 and 2021 are as follows. For the years ended September 30, 2022 and 2021, the Company’s effective tax rate differs from the federal statutory rate principally due to nondeductible expenses paid with equity instruments plus an increase in the deferred tax asset valuation allowance. 2022 2021 Income tax provision at statutory rate -21 % -21 % Non deductible expenses paid with equity instruments 9 % 12 % Change in valuation allowance 8 % 7 % Other and prior year true up 4 % 2 % Effective tax rate 0 % 0 % As of September 30, 2022, there were no uncertain tax positions. Management does not anticipate any future adjustments in the next twelve months which would result in a material change to its tax position. For the years ended September 30, 2022 and 2021, the Company did not have any interest and penalties. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Sep. 30, 2022 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 14. SEGMENT REPORTING The management of the Company considers the business to currently have two operating segments (i) the development of the Bio-RFID™” and “ChromaID™” technologies; (ii) Particle, Inc. technology; and (iii) AI sales of NFT products. Particle commenced operations in the year ended September 30, 2020. AI commenced operations during the year ended September 30, 2021. The reporting for the year ended September 30, 2022 and 2021 was as follows (in thousands): Segment Operating Segment Segment Revenue Profit (Loss) Assets Year Ended September 30, 2022 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ (13,482 ) $ 13,360 Particle, Inc. technology - (22 ) - Digital asset sales 4,360 930 398 Total segments $ 4,360 $ (12,574 ) $ 13,758 Year Ended September 30, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ (9,373 ) $ 12,867 Particle, Inc. technology - (1,073 ) 22 Total segments $ - $ (10,446 ) $ 12,889 During years ended September 30, 2022 and 2021, the Company incurred non-cash expenses related to operations of $5,121,290 and $3,978,092. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15. 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 September 30, 2022, there were the following material transactions that require disclosure: On November 22, 2022, the Company leased additional lab facilities at 123 Boylston Ave, Suite C, Seattle, WA 98102. The Company leased 1,800 square feet and the current net monthly payment is $2,250. The lease expires November 22, 2023. On October 24, 2022, the Company issued stock option grants to employees for 80,000 shares at an exercise price of $1.59 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years after two quarters. On November 7, 2022, the Company issued 50,000 shares of common stock at an average price of $0.25 per share related to the exercise of warrants. On December 7, 2022, the Company approved the Amendments to the senior secured convertible redeemable notes with Ronald P. Erickson, extending the due dates to January 30, 2023. On December 7, 2022, the Company approved the Amendments to the senior secured convertible redeemable notes with Clayton Struve, extending the due dates to September 30, 2023. On December 7, 2022, the Company approved the Extension of Warrant Agreement with Clayton Struve, extending the exercise dates as follows: Warrant No./Class Issue Date No. Warrant Shares Exercise Price Current Expiration Date as of 04-26-2022 Amended Expiration Date as of 10-25-2022 Clayton A. Struve Warrant 08-14-2017 1,440,000 $0.25 08-13-2024 08-13-2025 Clayton A. Struve Warrant 12-12-2017 1,200,000 $0.25 12-11-2024 12-11-2025 Clayton A. Struve Warrant 08-04-2016 1,785,715 $0.25 08-04-2024 08-04-2025 Clayton A. Struve Warrant 02-28-2018 1,344,000 $0.25 02-28-2024 02-28-2025 On December 14, 2022, the Company issued a stock option grant to Ronald P. Erickson for 1,000,000 shares at an exercise price of $1.41 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years. On December 14, 2022, the Company issued a stock option grant to Phillip A. Bosua for 1,250,000 shares at an exercise price of $1.41 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years On December 14, 2022, the Company approved the extension of warrants with Ronald P. Erickson and/or entities with which he is affiliated for 1,894,666 shares from January 30, 2023 to January 30, 2024. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Equipment | Equipment |
Long-Lived Assets | Long-Lived Assets |
Intangible Assets | Intangible Assets |
Revenue Recognition | Revenue Recognition · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. During the year ended September 30, 2022, the Company’s artificial AI deep learning platform began generating revenue from digital asset sales of NFT’s. The Company engineering team, using its research data, AI and proprietary algorithms, produced NFT’s in the form of digital art. The NFT’s produced had no recorded cost basis. |
Digital Asset Sales | Digital Asset Sales After the sale of the NFT, the Ethereum is converted to US dollars as soon as practically possible. The Company records the total value of the gross NFT sale in revenue. Costs incurred in connection with the NFT transaction are recorded in the statement of operations as selling and transactional cost of digital assets and include costs to outside consultants, estimated employee and CEO special bonus compensation, digital asset conversion losses and estimated sales and use tax. The amount totaled $3,430,438 for the year ended September 30, 2022. |
Research and Development Expenses | Research and Development Expenses The Company’s current research and development efforts are primarily focused on improving its 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 the Company’s internal team. The Company believes that continued development of new and enhanced technologies is essential to its future success. The Company incurred expenses of $5,385,586 and $3,969,972 for the years ended September 30, 2022 and 2021, respectively, on development activities. |
Advertising | Advertising |
Fair Value Measurements and Financial Instruments | 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 September 30, 2022 and 2021 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 September 30, 2022 and 2021 was $11,821,931 and $12,217,714, respectively. |
Derivative Financial Instruments | 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 September 30, 2022 and 2021. |
Stock Based Compensation | Stock Based Compensation |
Convertible Securities | Convertible Securities |
Net Loss per Share | Net Loss per Share As of September 30, 2022, the Company had 48,156,062 shares of common stock issued and outstanding. As of September 30, 2022, there were options outstanding for the purchase of 20,792,370 common shares (including unearned stock option grants totaling 9,704,620 shares related to performance targets), warrants for the purchase of 21,786,313 common shares, and 8,108,356 shares of our common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 common shares at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,255,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the September 30, 2022, calculation of net loss per share because their impact is antidilutive. As of September 30, 2021, the Company had 35,166,551 shares of common stock issued and outstanding. As of September 30, 2021, there were options outstanding for the purchase of 15,315,120 common shares (including unearned stock option grants totaling 11,775,745 shares related to performance targets), warrants for the purchase of 22,564,255 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 16,124,764 common shares (9,020,264 common shares at the current price of $0.25 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 $16,464,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the September 30, 2021, calculation of net loss per share because their impact is antidilutive. |
Comprehensive Loss | Comprehensive loss |
Dividend Policy | Dividend Policy |
Use of Estimates | Use of Estimates |
Recent Accounting Pronouncements | In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes. ASU 2019-12 removes certain exceptions related to intraperiod tax allocations, foreign subsidiaries, and interim reporting that are present within existing GAAP rules. The ASU also provides updated guidance regarding the tax treatment of certain franchise taxes, goodwill and nontaxable entities, among other items. In addition, ASU 2019-12 clarifies that the effect of a change in tax laws or rates should be reflected in the annual effective tax rate computation during the interim period that includes the enactment date. We adopted ASU 2019-12 as of October 3, 2021, (as of the beginning of fiscal 2022) and its adoption did not have a material impact on the Company’s consolidated financial statements. Based on the Company’s review of accounting standard updates issued since the filing of the September 30, 2022 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. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property and equipment | Estimated Useful Lives September 30, 2022 September 30, 2021 Machinery and equipment 2-3 years $ 1,510,265 $ 654,798 Leasehold improvements 5 years 3,612 3,612 Furniture and fixtures 5 years 26,855 26,855 Less: accumulated depreciation (677,755 ) (356,761 ) $ 862,977 $ 328,504 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
LEASES | |
Summary of minimum future lease payments | Years Ended September 30, $ 2023 $ 194,537 2024 127,232 Total remaining payments 321,769 Less Imputed Interest (19,254 ) Total lease liability $ 302,515 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | |
Schedule of convertible notes payable | September 30, 2022 September 30, 2021 Convertible note- Clayton A. Struve $ 1,071,000 $ 1,071,000 Convertible note- Ronald P. Erickson and affiliates 1,184,066 1,184,066 2020 Convertible notes - 5,639,500 2021 Convertible notes 14,209,000 14,209,000 Boustead fee refund (originally booked as contra debt) - 50,000 Less conversions of notes (14,209,000 ) (5,639,500 ) Less debt discount - BCF - (4,308,337 ) Less debt discount - warrants - (1,957,590 ) Less debt discount - warrants issued for services - (1,056,984 ) $ 2,255,066 $ 9,191,155 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | |
Schedule of Warrant activity | Warrant No./Class Issue Date No. Warrant Shares Exercise Price Original Expiration Date Amended Expiration Date Clayton A. Struve Warrant 08-14-2017 1,440,000 0.25 08-13-2023 08-13-2024 Clayton A. Struve Warrant 12-12-2017 1,200,000 0.25 12-11-2023 12-11-2024 Clayton A. Struve Warrant 08-04-2016 1,785,715 $0.25 08-04-2023 08-04-2024 Clayton A. Struve Warrant 02-28-2018 1,344,000 $0.25 02-28-2023 02-28-2024 |
Schedule of Warrants outstanding and exercisable | September 30, 2022 Weighted Average Exercise Shares Price Outstanding at beginning of period 22,564,255 $ 0.998 Issued 389,800 2.271 Exercised (1,045,724 ) (0.835 ) Forfeited - - Expired (122,018 ) (0.918 ) Outstanding at end of period 21,786,313 $ 1.029 Exerciseable at end of period 21,786,313 September 30, 2022 Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exerciseable Price 10,569,381 1.26 $ 0.250 10,569,381 $ 0.250 6,512,207 2.35 1.20-1.85 6,512,207 1.20-1.85 4,694,725 3.61 2.00-3.00 4,694,725 2.00-3.00 10,000 0.75 4.080 10,000 4.080 21,786,313 2.85 $ 1.029 21,786,313 $ 1.029 |
Schedule of weighted average assumptions | Dividend yield 0% Expected life 3-5 years Expected volatility 104% Risk free interest rate 2.96% |
EQUITY INCENTIVE PLANS (Tables)
EQUITY INCENTIVE PLANS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
EQUITY INCENTIVE PLANS | |
Schedule of Stock option activity | Weighted Average Options Exercise Price Proceed $ Outstanding as of September 30, 2020 4,805,000 $ 1.161 $ 5,580,550 Granted 10,650,745 1.766 18,807,990 Exercised (20,625 ) (1.359 ) (28,031 ) Forfeitures (120,000 ) (3.300 ) (396,000 ) Outstanding as of September 30, 2021 15,315,120 1.565 23,964,509 Granted 6,636,000 1.815 12,045,330 Exercised (26,293 ) (1.376 ) (36,170 ) Forfeitures (1,132,457 ) (2.057 ) (2,329,267 ) Outstanding as of September 30, 2022 20,792,370 $ 1.618 $ 33,644,402 |
Schedule of 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 Exerciseable Exerciseable $ 0.25 230,000 0.96 $ 0.250 215,625 $ 0.250 1.10-1.25 2,905,625 3.21 1.100 1,765,951 1.100 1.28-1.67 12,320,745 2.34 1.499 1,788,625 1.380 1.79-3.67 5,336,000 4.04 2.312 928,250 2.128 20,792,370 3.93 $ 1.618 4,698,451 $ 1.452 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
INCOME TAXES | |
Schedule of Schedule of deferred tax (table) | 2022 2021 Net operating loss carryforward $ 9,372,000 $ 8,051,000 Stock based compensation 1,677,000 975,000 Intangibles 221,000 276,000 Accruals and reserves 97,000 399,000 Total deferred tax asset 11,367,000 9,701,000 Valuation allowance (11,367,000 ) (9,701,000 ) Net deferred tax assets $ - $ - Change in valuation allowance during the year $ (1,666,000 ) $ (1,092,357 ) |
Schedule of Schedule of Effective tax rate (table) | 2022 2021 Income tax provision at statutory rate -21 % -21 % Non deductible expenses paid with equity instruments 9 % 12 % Change in valuation allowance 8 % 7 % Other and prior year true up 4 % 2 % Effective tax rate 0 % 0 % |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SEGMENT REPORTING | |
Schedule of Segment reporting | Segment Operating Segment Segment Revenue Profit (Loss) Assets Year Ended September 30, 2022 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ (13,482 ) $ 13,360 Particle, Inc. technology - (22 ) - Digital asset sales 4,360 930 398 Total segments $ 4,360 $ (12,574 ) $ 13,758 Year Ended September 30, 2021 Development of the Bio-RFID™” and “ChromaID™” technologies $ - $ (9,373 ) $ 12,867 Particle, Inc. technology - (1,073 ) 22 Total segments $ - $ (10,446 ) $ 12,889 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
SUBSEQUENT EVENTS | |
Schedule of evaluated subsequent events (table) | Warrant No./Class Issue Date No. Warrant Shares Exercise Price Current Expiration Date as of 04-26-2022 Amended Expiration Date as of 10-25-2022 Clayton A. Struve Warrant 08-14-2017 1,440,000 $0.25 08-13-2024 08-13-2025 Clayton A. Struve Warrant 12-12-2017 1,200,000 $0.25 12-11-2024 12-11-2025 Clayton A. Struve Warrant 08-04-2016 1,785,715 $0.25 08-04-2024 08-04-2025 Clayton A. Struve Warrant 02-28-2018 1,344,000 $0.25 02-28-2024 02-28-2025 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Oct. 15, 2021 | Sep. 30, 2021 | |
ORGANIZATION | |||
Authorized shares of capital stock | 205,000,000 | ||
Authorized shares of capital common stock | 200,000,000 | ||
Authorized shares of capital stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock share par value | $ 0.001 | $ 0.001 | |
Sales | $ 4,360,087 | ||
Authorized common stock increased | 200,000,000 |
LIQUIDITY (Details Narrative)
LIQUIDITY (Details Narrative) - USD ($) $ / shares in Units, shares in Millions | 12 Months Ended | ||
Jul. 29, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Cash and cash equivalents | $ 12,593,692 | ||
Net working capital | 11,040,123 | ||
Accumulated deficit | (101,397,738) | $ (81,326,494) | |
Proceeds of warrants currently outstanding | $ 7,424,679 | ||
31 December,2023 [Member] | |||
New offering of shares of its common stock | 4,140,000 | ||
Offering price | $ 2 | ||
Gross proceed from public issue stock | $ 8,280,000 | ||
Net proceed from deducting issue stock | $ 15,694,288 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | |
FDIC insurance | $ 250,000 | ||
Earns royalty | 10% | ||
Total amount of digital asset conversion losses | $ 3,430,438 | ||
Research and development expense | 5,385,586 | $ 3,969,972 | |
Advertising and marketing costs | 610,956 | 329,375 | |
Money market accounts | $ 11,821,931 | $ 12,217,714 | |
Common stock shares issued | 48,156,062 | 35,166,551 | 33,719,669 |
Common stock shares outstanding | 48,156,062 | 35,166,551 | 33,719,669 |
Additional common shares reserved | 16,124,764 | ||
Issuable upon conversion of convertible debentures | 2,255,066 | 16,464,066 | |
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 | ||
Transaction 1 | |||
Common stock shares | 9,020,264 | 9,020,264 | |
Common shares current price per share | $ 0.25 | $ 0.25 | |
Transaction 2 | |||
Common stock shares | 7,104,500 | ||
Common shares current price per share | $ 2 | ||
Convertible Preferred Stock | |||
Antidilutive securities | 8,108,356 | 8,108,356 | |
Warrants | |||
Antidilutive securities | 21,786,313 | 22,564,255 | |
Stock Option 1 | |||
Antidilutive securities | 20,792,370 | 15,315,120 | |
Unearned stock option grants | 9,704,620 | 11,775,745 |
AI DEEP LEARNING PLATFORM (Deta
AI DEEP LEARNING PLATFORM (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accrued expenses | $ 462,940 | $ 893,137 |
Technology Equipment [Member] | ||
Amount total | 3,430,438 | |
Revenue Digital Asset Sales | 4,360,087 | |
Accrued expenses | $ 343,878 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
PROPERTY AND EQUIPMENT | ||
Machinery and equipment (2-3 years) | $ 1,510,265 | $ 654,798 |
Leasehold improvements (5 years) | 3,612 | 3,612 |
Furniture and fixtures (5 years) | 26,855 | 26,855 |
Less: accumulated depreciation | (677,755) | (356,761) |
Property and equipment, net | $ 862,977 | $ 328,504 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation expense | $ 320,995 | $ 99,693 |
Research And Development And Sellings General And Administrative [Mmber] | ||
Depreciation expense | $ 304,637 | $ 304,637 |
LEASES (Details)
LEASES (Details) | Sep. 30, 2022 USD ($) |
LEASES | |
2023 | $ 194,537 |
2024 | 127,232 |
Total Remaining Payments | 321,769 |
Imputed interest | (19,254) |
Total lease liability | $ 302,515 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
LEASES | ||
Lease cost | $ 289,018 | $ 139,643 |
Right-of-use assets | 302,000 | |
Total lease liability | 302,000 | $ 291,000 |
Cash paid for ROU operating lease liability | $ 292,363 | |
Weighted-average remaining lease term | 17 years | |
Weighted-average discount rate | 7% |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
less conversions of notes | $ (14,209,000) | $ (5,639,500) |
less debt discount - BCF | 0 | (4,308,337) |
less debt discount - warrants | 0 | (1,957,590) |
less debt discount - warrants issued for services | 0 | (1,056,984) |
Convertible notes, net | 2,255,066 | 9,191,155 |
Convertibles Note - Clayton A. Struve | ||
Convertible notes, gross | 1,071,000 | 1,071,000 |
Convertibles Note - Ronald P. Erickson and Affiliates | ||
Convertible notes, gross | 1,184,066 | 1,184,066 |
2020 Convertibles Notes | ||
Convertible notes, gross | 0 | 5,639,500 |
2021 Convertibles notes | ||
Convertible notes, gross | 14,209,000 | 14,209,000 |
Bousted Fee Refunds (Originally Booked as Contra Debt) | ||
Convertible notes, gross | $ 0 | $ 50,000 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Jun. 11, 2022 | Feb. 02, 2021 | Dec. 31, 2021 | Apr. 30, 2020 | Mar. 16, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | |
Gain on loan forgiveness | $ 253,000 | |||||||
Interest expense | 8,018,798 | $ 14,914,065 | ||||||
Issuance costs of debt | $ 0 | $ 727,117 | ||||||
Common stock issued related to conversion of convertible notes and interest | 2,255,066 | 16,464,066 | ||||||
Convertible Note - Ronald P. Erickson and Affiliates | ||||||||
Fair value of warrants | $ 110,545 | |||||||
Warrant to purchase common stock shares | 1,039,666 | |||||||
Accrued interest | $ 287,290 | $ 216,246 | ||||||
Exercise price of warrants | $ 0.50 | |||||||
Convertible Debt Offering | ||||||||
Fair value of warrants | $ 4,439,317 | |||||||
Warrant to purchase common stock shares | 492,090 | |||||||
Issuance costs of debt | $ 727,117 | |||||||
Warrants to purchase common stock equal to percentage rate | 50% | |||||||
Fund raised by convertible debt offerings | $ 24,000,000 | $ 14,209,000 | $ 5,639,500 | |||||
Common stock convertible subject to certain adjustments | 7,104,500 | |||||||
Warrants exercisable for shares of common stock | 3,552,250 | |||||||
Proceeds from convertible notes and warrants | $ 727,117 | |||||||
Warrants issued for services fair value | 1,667,281 | |||||||
Debt discount beneficial conversion feature | $ 9,769,683 | |||||||
Common stock issued related to conversion of convertible notes and interest | 6,091,960 | |||||||
Common stock conversion price per share | $ 1 | |||||||
Amortization related to debt offerings | $ 7,272,911 | |||||||
Convertible Debt Offering | Minimum | ||||||||
Exercise price of warrants | $ 1.20 | |||||||
Gross proceeds percentage by warrant to purchase common stock | 2% | |||||||
Convertible Debt Offering | Maximum | ||||||||
Exercise price of warrants | $ 2.40 | |||||||
Gross proceeds percentage by warrant to purchase common stock | 8% | |||||||
Convertible Note - Clayton A. Struve | ||||||||
Accrued interest | $ 86,562 | $ 71,562 | ||||||
Convertible promissory or OID notes | $ 1,071,000 | |||||||
Convertible Note - J3E2A2Z Notes | ||||||||
Convertible redeemable promissory note amount | $ 664,233 | |||||||
Convertible redeemable promissory note principal amount | 664,233 | |||||||
Convertible Note - J3E2A2Z Account Payable | ||||||||
Convertible redeemable promissory note amount | 519,833 | |||||||
Convertible redeemable promissory note principal amount | $ 519,833 | |||||||
Note Payable | ||||||||
Proceeds from paycheck protection program loan | $ 205,633 | $ 226,170 | ||||||
On April 30, 2020 [Member] | Note Payable | ||||||||
Interest expense | 4,350 | 3,222 | ||||||
Repay of principal amount | $ 78,843 | 98,106 | ||||||
Repayment of principal Interest Amount | $ 1,057 | 1,997 | ||||||
On February 1, 2021 [Member] | Note Payable | ||||||||
Interest expense | $ 2,721 | $ 1,268 |
SIMPLE AGREEMENTS FOR FUTURE _2
SIMPLE AGREEMENTS FOR FUTURE EQUITY (Details Narrative) - USD ($) | 12 Months Ended | 14 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Jun. 30, 2021 | |
Common stock share issued | 48,156,062 | 35,166,551 | 48,156,062 | 33,719,669 |
Interest expenses | $ 8,018,798 | $ 14,914,065 | ||
Boustead Securities LLC Member | ||||
Common stock share issued | 43,254 | 43,254 | ||
warrant exercisable price | $ 2.40 | $ 2.40 | ||
Value of warrant per share | $ 1.641 | $ 1.641 | ||
Issue of warrant amount | $ 70,980 | |||
Interest expenses | 90,000 | |||
Fee paid | $ 54,108 | |||
five-year warrants [Member] | ||||
Common stock share issued | 240,000 | 240,000 | ||
warrant exercisable price | $ 2.40 | $ 2.40 | ||
Value of warrant per share | $ 1.641 | $ 1.641 | ||
Issue of warrant amount | $ 394,332 | |||
Repaid amount for redeem SAFE instrument | $ 253,800 | |||
SAFE Instruments | ||||
Sale of SAFE instrument | $ 1,125,000 | |||
Future conversion equity amount | 72,090 | |||
Amount related to conversion of common stock | $ 961,200 | |||
Common stock share average issue price | $ 2 | $ 2 | ||
Common stock share issued | 480,600 | 480,600 |
EQUITY (Details )
EQUITY (Details ) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrant One [Member] | |
Number of warrant shares | shares | 1,440,000 |
Issue date | Aug. 14, 2017 |
Original Expiration Date | Aug. 13, 2023 |
Amended Expiration Date | Aug. 13, 2024 |
Exercise price | $ / shares | $ 0.25 |
Warrant Two [Member] | |
Number of warrant shares | shares | 1,200,000 |
Issue date | Dec. 12, 2017 |
Original Expiration Date | Dec. 11, 2023 |
Amended Expiration Date | Dec. 11, 2024 |
Exercise price | $ / shares | $ 0.25 |
Warrant Three [Member] | |
Number of warrant shares | shares | 1,785,715 |
Issue date | Aug. 04, 2016 |
Original Expiration Date | Aug. 04, 2023 |
Amended Expiration Date | Aug. 04, 2024 |
Exercise price | $ / shares | $ 0.25 |
Warrant Four [Member] | |
Number of warrant shares | shares | 1,344,000 |
Issue date | Feb. 28, 2018 |
Original Expiration Date | Feb. 28, 2023 |
Amended Expiration Date | Feb. 28, 2024 |
Exercise price | $ / shares | $ 0.25 |
EQUITY (Details 1)
EQUITY (Details 1) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Shares | |
Share Outstanding at beginning of period | shares | 22,564,255 |
Issued | shares | 389,800 |
Exercised | shares | (1,045,724) |
Expired | shares | (122,018) |
Outstanding at end of period | shares | 21,786,313 |
Exercisable at end of period | shares | 21,786,313 |
Weighted Average Exercise Price: | |
Outstanding at begin of period | $ / shares | $ 0.998 |
Weighted Average Exercise Price Issued | $ / shares | 2.271 |
Weighted Average Exercise Price Exercised | $ / shares | (0.835) |
Weighted Average Exercise Price Forfeited | $ / shares | 0 |
Weighted Average Exercise PriceExpired | $ / shares | (0.918) |
Outstanding at end of period | $ / shares | $ 1.029 |
EQUITY (Details 2)
EQUITY (Details 2) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Warrant One [Member] | |
Number of warrants | shares | 10,569,381 |
Weighted average remaining life (years) | 1 year 3 months 3 days |
Weighted average exercise price, outstanding | $ 0.250 |
Shares exercisable | shares | 10,569,381 |
Weighted average exercise price, exercisable | $ 0.250 |
Warrant Two [Member] | |
Number of warrants | shares | 6,512,207 |
Weighted average remaining life (years) | 2 years 4 months 6 days |
Weighted average exercise price, outstanding | $ 1.85 |
Shares exercisable | shares | 6,512,207 |
Weighted average exercise price, exercisable | $ 1.85 |
Warrant Two [Member] | Minimum | |
Weighted average exercise price, outstanding | 1.20 |
Weighted average exercise price, exercisable | 1.20 |
Warrant Two [Member] | Maximum | |
Weighted average exercise price, outstanding | 1.85 |
Weighted average exercise price, exercisable | $ 1.85 |
Warrant Three [Member] | |
Number of warrants | shares | 4,694,725 |
Weighted average remaining life (years) | 3 years 7 months 9 days |
Weighted average exercise price, outstanding | $ 3 |
Shares exercisable | shares | 4,694,725 |
Weighted average exercise price, exercisable | $ 3 |
Warrant Three [Member] | Minimum | |
Weighted average exercise price, outstanding | 2 |
Weighted average exercise price, exercisable | $ 2 |
Warrant Four [Member] | |
Number of warrants | shares | 10,000 |
Weighted average remaining life (years) | 9 months |
Weighted average exercise price, outstanding | $ 4.080 |
Shares exercisable | shares | 10,000 |
Weighted average exercise price, exercisable | $ 4.080 |
Warrent Five [Member] | |
Number of warrants | shares | 21,786,313 |
Weighted average remaining life (years) | 2 years 10 months 6 days |
Weighted average exercise price, outstanding | $ 1.029 |
Shares exercisable | shares | 21,786,313 |
Weighted average exercise price, exercisable | $ 1.029 |
EQUITY (Details 3)
EQUITY (Details 3) | 12 Months Ended |
Sep. 30, 2022 | |
SIMPLE AGREEMENTS FOR FUTURE EQUITY | |
Dividend yield | 0% |
Expected life minimum | 3 years |
Expected life Maximum | 5 years |
Expected volatility | 104% |
Risk free interest rate | 2.96% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Feb. 05, 2022 | Jan. 05, 2022 | Aug. 05, 2016 | Sep. 20, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 15, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | |
Unearned stock option grants | 11,550,745 | ||||||||
Forfeited per share | $ 1.155 | ||||||||
Forfeited per share exercise | $ 1.155 | ||||||||
No of share convertibae common stock | $ 7,104,500 | ||||||||
No of share exercisable common stock | 3,552,250 | ||||||||
Automatic conversion of Convertible | The Company issued 7,672,860 shares of common stock related to the automatic conversion of convertible notes and interest from a private placement to accredited investors in 2021. The convertible notes and interest were automatically converted to common stock at $2.00 per share on the one-year anniversary in March 2022. | The Company issued 6,091,960 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. | |||||||
Intrinsic value | $ 21,786,313 | ||||||||
Money warrants | $ 24,047,814 | ||||||||
Warrant issued to common stock | 384,359 | ||||||||
Warrants expiration period | Jan. 05, 2027 | ||||||||
Shrare issued warrant to purchased | 838,487 | 43,254 | 838,487 | ||||||
Shrare issued warrant to purchased price | $ 1.749 | ||||||||
Common stock shares outstanding | 48,156,062 | 35,166,551 | 33,719,669 | ||||||
Proceeds from issuance of common stock | $ 153,000 | $ 202,820 | |||||||
Interest expenses | $ 8,018,798 | $ 14,914,065 | |||||||
Authorized shares of capital stock par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Preferred stock share par value | $ 0.001 | $ 0.001 | |||||||
Common stock share issued | 48,156,062 | 35,166,551 | 33,719,669 | ||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | |||||||
Director And Consultants Member | |||||||||
Common stock share issued | 2,000,000 | ||||||||
Common stock share issued value | $ 1,811,691 | ||||||||
Share issued price | $ 2 | $ 1.53 | |||||||
Boustead Securities LLC Member | |||||||||
Interest expenses | $ 90,000 | ||||||||
Common stock share issued | 43,254 | ||||||||
Ronald Erickson Member | |||||||||
Common stock share issued | 2,000,000 | ||||||||
Common stock share issued value | $ 1,811,691 | ||||||||
Share issued price | $ 1.20 | ||||||||
Common Preferred Stock [Member] | |||||||||
Proceeds from issuance of common stock | $ 26,887 | $ 16,875 | |||||||
Stock option price | $ 1.38 | ||||||||
Exercise of stock option | 26,293 | 97,000 | |||||||
Authorized Capital Stock [Member] | |||||||||
Authorized shares of capital stock par value | $ 0.001 | ||||||||
Preferred stock share par value | $ 0.001 | ||||||||
Common stock share issued | 200,000,000 | ||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||
Common stock shares authorized | 205,000,000 | ||||||||
Common shares | 1,785,715 | ||||||||
Conversion of convertible debentures | $ 2,255,066 | ||||||||
Convertible preferred stock | 1,016,014 | ||||||||
Series F preferred stock | 500 | ||||||||
Series F Preferred Stock [Member] | |||||||||
Common shares | 100,000 | ||||||||
Designation authorized shares | 500 | ||||||||
Description of explosion date of shares | 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. | ||||||||
Stock at 0.25 | |||||||||
Share issued price | $ 0.25 | ||||||||
Conversion price | $ 0.25 | $ 0.25 | |||||||
Common shares | 10,154,381 | ||||||||
Warrants totaling | $ 4,465,294 | ||||||||
Convertible Preferred Stock Series C [Member] | |||||||||
Share issued price | $ 0.25 | $ 0.70 | |||||||
Preferred stock shares outstanding | 1,785,715 | ||||||||
Preferred stock purchase | $ 1,250,000 | ||||||||
Preferred stock yield | 8% | ||||||||
Ownership percentage | 4.99% | ||||||||
Acquisition of common stock | 1,785,714 | ||||||||
Conversion price | $ 0.70 | ||||||||
Conversion of stock | 1,785,715 | 1,785,715 | |||||||
Warrant expiry | Aug. 04, 2024 | ||||||||
Stock at 2.00 | |||||||||
Warrants totaling | $ 4,439,707 | ||||||||
Convertible Preferred Stock D [Member] | |||||||||
Conversion price | $ 0.25 | $ 0.25 | |||||||
Preferred stock shares outstanding | 1,016,014 | ||||||||
Preferred stock purchase | $ 750,000 | $ 750,000 | |||||||
Preferred stock yield | 8% | 8% | |||||||
Ownership percentage | 4.99% | 4.99% | |||||||
Annual yield | 8% | 8% | |||||||
Warrant to purchase common stock Member | |||||||||
Interest expenses | $ 244,260 | ||||||||
Warrant to purchase common stock | 384,359 | ||||||||
Warrant to purchase common stock per share | $ 1.899 | ||||||||
No of share expired | 122,018 | ||||||||
Expired share price per share | $ 0.918 | ||||||||
Warrant to purchase common stock Member | Director and consultant Member | |||||||||
Warrant to purchase common stock | 269,510 | ||||||||
Common Stock Shares issued | 1,045,724 | ||||||||
Common stock share issued value | $ 735,745 | ||||||||
Warrant to purchase common stock Member | Boustead Securities LLC Member | |||||||||
Expired share price per share | $ 2.40 | $ 1.918 | $ 0.582 | ||||||
No of purchase of common stock | 289,800 | ||||||||
Common Stock Shares issued | 1,045,724 | 3,676,542 | |||||||
Issued amount received | $ 838,487 | ||||||||
Warrant [Member] | |||||||||
Proceeds from issuance of common stock | $ 70,980 | ||||||||
Three Director [Member] | |||||||||
Shrare issued warrant to purchased price | $ 1.70 | $ 2.40 | |||||||
Common Stock Shares issued | 1,749 | 30,000 | 104,634 | ||||||
Common Stock Shares issued excercised price | $ 1.70 | ||||||||
Warrants to Purchase Common Stock [Member] | |||||||||
Warrants expiration period | Jan. 05, 2027 | ||||||||
Shrare issued warrant to purchased | 389,800 | ||||||||
Shrare issued warrant to purchased price | $ 2.40 | ||||||||
Interest expenses | $ 244,260 | ||||||||
Authorized shares of capital stock par value | $ 1 | ||||||||
Common Stock Shares issued | 104,634 | ||||||||
Common Stock | |||||||||
Common Stock Shares issued | 48,156,062 | 35,166,551 | 24,804,874 | ||||||
Sale of common stock | 4,140,000 | 480,600 | |||||||
Share issued price | $ 2 | $ 1 | |||||||
Gross received from sale of stock | $ 8,280,000 | ||||||||
Net received from sale of common stock | $ 7,424,679 | $ 202,820 | |||||||
Common stock average price | $ 2 | ||||||||
Common Stock Shares issued | 1,749 | 30,000 | 3,676,542 | ||||||
Conversion price | $ 0.582 |
EQUITY INCENTIVE PLANS (Details
EQUITY INCENTIVE PLANS (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Outstanding at begin of period | $ 1.565 | $ 1.161 |
Weighted Average Exercise Price Granted | 1.815 | 1.766 |
Weighted Average Exercise Price Exercised | 1.376 | 1.359 |
Weighted Average Exercise Price Forfeitures | $ (2.057) | (3.300) |
Outstanding at ending of period | $ 1.565 | |
Aggregate Intrinsic Value | ||
Aggregate Outstanding at beginning of period | $ 23,964,509 | $ 5,580,550 |
Granted | 12,045,330 | 18,807,990 |
Exercised | (36,170) | (28,031) |
Forfeitures | $ (2,329,267) | $ (396,000) |
Share Outstanding at begin of period | 33,644,402 | 23,964,905 |
Shares Granted | 389,800 | |
Exercised | (1,045,724) | |
Stock Option | ||
Aggregate Intrinsic Value | ||
Share Outstanding at begin of period | 15,315,120 | 4,805,000 |
Shares Granted | 6,636,000 | 10,650,745 |
Exercised | (26,293) | (20,625) |
Shares Forfeitures | (1,132,457) | (120,000) |
Share Outstanding at ending of period | 20,792,370 | 15,315,120 |
EQUITY INCENTIVE PLANS (Detai_2
EQUITY INCENTIVE PLANS (Details 1) | 12 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Employee Stock Options One [Member] | |
Number of outstanding stock options | shares | 20,792,370 |
Weighted average remaining life (years) | 3 years 11 months 4 days |
Weighted average exercise price outstanding | $ 1.618 |
Weighted average exercise price exerciseable | $ 1.452 |
Number exercisable | shares | 4,698,451 |
Stock Option 3 | |
Number of outstanding stock options | shares | 12,320,745 |
Weighted average remaining life (years) | 2 years 4 months 2 days |
Weighted average exercise price outstanding | $ 1.499 |
Weighted average exercise price exerciseable | $ 1.380 |
Number exercisable | shares | 1,788,625 |
Stock Option 4 | |
Number of outstanding stock options | shares | 5,336,000 |
Weighted average remaining life (years) | 4 years 14 days |
Weighted average exercise price outstanding | $ 2.312 |
Weighted average exercise price exerciseable | $ 2.128 |
Number exercisable | shares | 928,250 |
Minimum | Stock Option 2 | |
Range of exercise prices | $ 1.10 |
Minimum | Stock Option 3 | |
Range of exercise prices | 1.28 |
Minimum | Stock Option 4 | |
Range of exercise prices | 1.79 |
Maximum | Stock Option 2 | |
Range of exercise prices | 1.25 |
Maximum | Stock Option 3 | |
Range of exercise prices | 1.67 |
Maximum | Stock Option 4 | |
Range of exercise prices | 3.67 |
Stock Options 1 | |
Range of exercise prices | $ 0.25 |
Number of outstanding stock options | shares | 230,000 |
Weighted average remaining life (years) | 11 months 15 days |
Weighted average exercise price outstanding | $ 0.250 |
Weighted average exercise price exerciseable | $ 0.250 |
Number exercisable | shares | 215,625 |
Stock Options 2 | |
Number of outstanding stock options | shares | 2,905,625 |
Weighted average remaining life (years) | 3 years 2 months 15 days |
Weighted average exercise price outstanding | $ 1.100 |
Weighted average exercise price exerciseable | $ 1.100 |
Number exercisable | shares | 1,765,951 |
EQUITY INCENTIVE PLANS (Detai_3
EQUITY INCENTIVE PLANS (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jan. 01, 2022 | Oct. 15, 2021 | Nov. 23, 2020 | May 22, 2019 | Jan. 23, 2019 | |
Compensation expense | $ 4,421,634 | $ 1,028,522 | |||||
Recognized compensation costs | 716,618 | ||||||
Unrecognized compensation costs | $ 8,850,989 | ||||||
Period for recognition | 3 years 11 months 4 days | 4 years | |||||
Warrant issued to common stock | 26,293 | ||||||
Stock option grants, total | 9,145,745 | ||||||
Stock option grants,vest | 1,505,000 | ||||||
Intrinsic value | $ 14,265,304 | ||||||
Exercise stock option grants | 26,887 | ||||||
Warrant issued to common stock | 384,359 | ||||||
Unearned stock option grants | 11,550,745 | ||||||
2021 Equity Incentive Plan | |||||||
Average exercise price | $ 1.618 | ||||||
Number of common stock authorized shares | 20,000,000 | ||||||
Number of common stock shares increase | 22,000,000 | 9,750,000 | |||||
Unearned stock option grants | 9,704,620 | ||||||
2011 Stock Incentive Plan | |||||||
Number of common stock authorized shares | 20,792,370 | ||||||
2011 Incentive Plan [Member] | Maximum | |||||||
Number of common stock shares increase | 3,000,000 | 2,500,000 | |||||
2011 Incentive Plan [Member] | Minimum | |||||||
Number of common stock shares increase | 2,500,000 | 2,200,000 | |||||
Stock Option | Nineteen Employees And Consultants [Member] | |||||||
Period for recognition | 4 years | ||||||
Average exercise price | $ 1.726 | ||||||
Stock options granted | 3,336,000 | ||||||
Stock Option | Two Consultants | |||||||
Average exercise price | $ 1.359 | ||||||
Stock options granted | 20,625 | ||||||
Stock Option | An Employee [Member] | |||||||
Average exercise price | $ 3.30 | ||||||
Stock options granted | 20,792,370 | ||||||
Stock Option [Member] | Eight Employee And Consultant [Member] | |||||||
Average exercise price | $ 2.057 | ||||||
Stock options granted | 1,132,457 | ||||||
Stock Option [Member] | Seventeen Employees And Consultants [Member] | |||||||
Stock option grants, total | 10,650,745 | ||||||
Average exercise price | $ 1.766 | ||||||
Stock option grants expire | 5 years | ||||||
Stock Option [Member] | Two Officers [Member] | |||||||
Period for recognition | 5 years | ||||||
Fair value of these options | $ 1,116,146 | ||||||
Warrant issued to common stock | 3,997,870 | ||||||
Particle, Inc. | |||||||
Compensation expense | $ 197,553 | ||||||
Ronald P. Erickson [Member] | |||||||
Period for recognition | 4 years | ||||||
Warrant issued to common stock | 1,000,000 | ||||||
Exercise price | $ 2.09 | ||||||
Phillip A. Bosua [Member] | |||||||
Period for recognition | 4 years | ||||||
Warrant issued to common stock | 1,300,000 | ||||||
Exercise price | $ 2.09 | ||||||
Peter Conley [Member] | |||||||
Period for recognition | 4 years | ||||||
Warrant issued to common stock | 1,000,000 | ||||||
Exercise price | $ 1.48 |
OTHER SIGNIFICANT TRANSACTION_2
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | 14 Months Ended | |||||||
Jan. 05, 2022 | Jan. 15, 2021 | Dec. 15, 2020 | Nov. 04, 2019 | Apr. 30, 2021 | Jan. 28, 2021 | Jun. 30, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 15, 2021 | |
Executive Officers And Director Member | ||||||||||
Share exercise price | $ 1.70 | |||||||||
Purchase of common stock | 20,000 | 20,000 | ||||||||
Issued of Shares | 30,000 | 30,000 | ||||||||
Ronald P. Erickson [Member] | ||||||||||
No of share granted for stock option | 1,200,000 | |||||||||
Share exercise price | $ 1.53 | $ 1.10 | ||||||||
Expenses | $ 1,207,200 | |||||||||
Description about salary | received a salary of $10,000 per month for work on Particle, Inc. This salary was cancelled as of August 15, 2021 | |||||||||
Issued of stock | 1,865,675 | |||||||||
Company common stock description | exceeds for 20 consecutive trading days starting at $100 million to $1 billion | |||||||||
Cumulative expenses | 186,657 | |||||||||
Salaries & Vacation Pay | 120,000 | $ 272,500 | ||||||||
Accrued compensastion & travel and interest | 295,418 | $ 421,599 | ||||||||
Ronald P. Erickson [Member] | December 15, 2020 | ||||||||||
Share exercise price | $ 1.53 | |||||||||
Expenses | 263,593 | |||||||||
Issued of stock | 2,000,000 | |||||||||
Share Value black scholes model | $ 1,811,691 | |||||||||
Phillip A. Bosua [Member] | ||||||||||
Share exercise price | $ 1.53 | |||||||||
Description about salary | salary of $10,000 per month for work on Particle, Inc. This salary was cancelled as of August 15, 2021 | |||||||||
Issued of stock | 2,132,195 | |||||||||
Company common stock description | exceeds for 20 consecutive trading days starting at $100 million to $1 billion | |||||||||
Cumulative expenses | $ 231,321 | |||||||||
Compensation amount | 1,087,928 | |||||||||
Rent expenses | 91,500 | |||||||||
Phillip A. Bosua [Member] | September 16, 2022 | ||||||||||
Expenses | $ 301,249 | |||||||||
Phillip A. Bosua [Member] | March 18, 2021 | ||||||||||
Bonus | $ 250,000 | |||||||||
Clayton A Struve [Member] | ||||||||||
Exercised warrant price | $ 0.25 | |||||||||
No of common share use for exercised on cashless basis | 889,880 |
COMMITMENTS CONTINGENCIES AND_2
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS (Details narrative) - USD ($) | 1 Months Ended | 7 Months Ended | 11 Months Ended | 14 Months Ended | 18 Months Ended | ||||||||||
May 13, 2022 | Dec. 15, 2020 | Feb. 01, 2019 | Apr. 10, 2018 | Apr. 13, 2017 | Nov. 22, 2022 | Sep. 28, 2022 | Sep. 22, 2022 | Oct. 11, 2021 | May 18, 2021 | Sep. 30, 2022 | Mar. 15, 2022 | Mar. 31, 2021 | Aug. 15, 2021 | Sep. 30, 2022 | |
Leases, net monthly payment | $ 8,697 | $ 3,334 | $ 2,250 | $ 7,000 | $ 5,000 | $ 2,986 | |||||||||
Lease description | The lease expires on June 30, 2024 | lease expired on May 31, 2022 | The lease expires November 22, 2023 | The lease expires September 30, 2023 and can be extended on a month to month basis. | increases by 3% annually. The lease expires on June 30, 2024. The lease can be extended for one additional three year term. | ||||||||||
Rent paid | $ 91,500 | ||||||||||||||
Mr. Bosua | |||||||||||||||
Base salary | $ 225,000 | ||||||||||||||
Common stock shares received | 500,000 | ||||||||||||||
Common stock per shares | $ 0.33 | ||||||||||||||
Ronald P. Erickson [Member] | |||||||||||||||
Annual salary | $ 325,000 | $ 300,000 | $ 215,000 | $ 120,000 | |||||||||||
Base salary | $ 180,000 | ||||||||||||||
Common stock shares received | 1,865,675 | ||||||||||||||
Phillip A. Bosua [Member] | |||||||||||||||
Annual salary | $ 260,000 | $ 120,000 | $ 350,000 | ||||||||||||
Common stock shares received | 2,132,195 | ||||||||||||||
Peter Conley [Member] | |||||||||||||||
Base salary | $ 300,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES (Details) | ||
Net operating loss carryforward | $ 9,372,000 | $ 8,051,000 |
Stock based compensation | 1,677,000 | 975,000 |
Intangibles | 221,000 | 276,000 |
Accruals and reserves | 97,000 | 399,000 |
Total deferred tax asset | 11,367,000 | 9,701,000 |
Valuation allowance | (11,367,000) | (9,701,000) |
Net deferred tax assets | 0 | 0 |
Change in valuation allowance during the year | $ (1,666,000) | $ (1,092,357) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
INCOME TAXES (Details) | ||
Income tax provision at statutory rate | (21.00%) | (21.00%) |
Non deductible expenses paid with equity instruments | 9% | 12% |
Change in valuation allowance | 8% | 7% |
Other and prior year true up | 4% | 2% |
Effective tax rate | 0% | 0% |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Loss before tax | $ (20,071,244) | $ (25,360,213) |
Deferred tax asset, gross | 11,367,000 | 9,701,000 |
Income Tax [Member] | ||
Loss before tax | 7,300,000 | 7,500,000 |
Federal Net operating loss carryforwards | $ 44,600,000 | |
Net operating loss carryforwards, expiration dates | 2028-2042 | |
Deferred tax asset, gross | $ 11,400,000 | $ 9,700,000 |
SEGMENT REPORTING (Details)
SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 4,360 | $ 0 |
Segment Operating Profit (Loss) | (12,574) | (10,446) |
Segment assets | 13,758 | 12,889 |
Digital asset sales [Member] | ||
Revenue | 4,360 | |
Segment Operating Profit (Loss) | 930 | |
Segment assets | 398 | |
Development of the Bio-RFID and ChromaID Technologies | ||
Revenue | 0 | 0 |
Segment Operating Profit (Loss) | (13,482) | (9,373) |
Segment assets | 13,360 | 12,867 |
Particle, Inc. Technology | ||
Revenue | 0 | 0 |
Segment Operating Profit (Loss) | (22) | (1,073) |
Segment assets | $ 0 | $ 22 |
SEGMENT REPORTING (Details Narr
SEGMENT REPORTING (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
SEGMENT REPORTING | ||
Non-cash expenses | $ 5,121,290 | $ 3,978,092 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - $ / shares | 1 Months Ended | |
Dec. 07, 2022 | Nov. 22, 2022 | |
Original Expiration Date | Nov. 22, 2023 | |
Clayton A. Struve Warrant Two | ||
Issue Date | Aug. 04, 2016 | |
Number of common stock authorized shares | 1,785,715 | |
Exercise Price | $ 0.25 | |
Original Expiration Date | Aug. 04, 2024 | |
Amended Expiration Date | Aug. 04, 2025 | |
Clayton A. Struve Warrant Three | ||
Issue Date | Feb. 28, 2018 | |
Number of common stock authorized shares | 1,344,000 | |
Exercise Price | $ 0.25 | |
Original Expiration Date | Feb. 28, 2024 | |
Amended Expiration Date | Feb. 28, 2025 | |
Clayton A. Struve Warrant | ||
Issue Date | Aug. 14, 2017 | |
Number of common stock authorized shares | 1,440,000 | |
Exercise Price | $ 0.25 | |
Original Expiration Date | Aug. 13, 2024 | |
Amended Expiration Date | Aug. 13, 2025 | |
Clayton A. Struve Warrant One | ||
Issue Date | Dec. 12, 2017 | |
Number of common stock authorized shares | 1,200,000 | |
Exercise Price | $ 0.25 | |
Original Expiration Date | Dec. 11, 2024 | |
Amended Expiration Date | Dec. 11, 2025 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended | ||||
Dec. 14, 2022 $ / shares shares | Nov. 22, 2022 USD ($) ft² | Oct. 24, 2022 $ / shares shares | Sep. 28, 2022 USD ($) | Nov. 07, 2022 $ / shares shares | |
Monthly payment to party | $ | $ 91,500 | ||||
Subsequent Event [Member] | |||||
Monthly payment to party | $ | $ 2,250 | ||||
Lease Agreement | ft² | 1,800 | ||||
Affiliated share | 1,894,666 | ||||
Warrant issued to common stock | 50,000 | ||||
Common shares current price per share | $ / shares | $ 0.25 | ||||
Lease expire date | Nov. 22, 2023 | ||||
Subsequent Event [Member] | Ronald P. Ericson [Member] | |||||
Stock option grants | 1,000,000 | ||||
Exercise price | $ / shares | $ 1.41 | ||||
Expiry of Stock option | expires in five years | ||||
Subsequent Event [Member] | Philip A. Bosua[Member] | |||||
Stock option grants | 1,250,000 | ||||
Exercise price | $ / shares | $ 1.41 | ||||
Expiry of Stock option | expires in five years | ||||
Twenty Four October Two Thousand Twenty Two [Member] | Subsequent Event [Member] | |||||
Weighted average exercise price | $ / shares | $ 1.59 | ||||
Stock option grants | 80,000 |