Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2020 | Sep. 22, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | THERALINK TECHNOLOGIES, INC. | |
Entity Central Index Key | 0001362703 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,555,474,594 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash | $ 544,098 | $ 1,779,283 |
Other receivable | 27,913 | 15,000 |
Prepaid expenses and other current assets | 219,512 | 191,253 |
Marketable securities | 8,000 | 11,100 |
Laboratory supplies | 71,335 | |
Total Current Assets | 799,523 | 2,067,971 |
OTHER ASSETS: | ||
Property and equipment, net | 789,399 | 744,822 |
Finance right-of-use assets, net | 146,099 | 157,691 |
Operating right-of-use asset, net | 197,213 | 206,203 |
Security deposits | 13,214 | 19,464 |
Total Assets | 1,945,448 | 3,196,151 |
CURRENT LIABILITIES: | ||
Accounts payable | 850,210 | 617,218 |
Accrued liabilities | 97,583 | 56,728 |
Accrued compensation | 61,017 | 32,791 |
Accrued director compensation | 87,500 | 72,500 |
Deferred revenue | 131,387 | |
Notes payable - current | 1,000 | 1,000 |
Financing lease liability - current | 43,542 | 42,234 |
Operating lease liability - current | 37,482 | 35,943 |
Insurance payable | 45,228 | 63,675 |
Contingent Liabilities | 65,840 | 64,040 |
Assumed liabilities of discontinued operations | 204,608 | |
Total Current Liabilities | 1,420,789 | 1,190,737 |
LONG-TERM LIABILITIES: | ||
Financing lease liability | 124,726 | 136,116 |
Operating lease liability | 167,022 | 176,893 |
Total Liabilities | 1,712,537 | 1,503,746 |
Series E preferred stock; $0.0001 par value; 2,000 authorized; 1,000 issued and outstanding at December 31, 2020 and September 30, 2020 | 2,000,000 | 2,000,000 |
STOCKHOLDERS' DEFICIT: | ||
Preferred stock | ||
Common stock: $0.0001 par value, 12,000,000,000 shares authorized; 5,124,164,690 issued and outstanding at December 31, 2020 and September 30, 2020 | 512,416 | 512,416 |
Additional paid-in capital | 42,368,077 | 42,367,577 |
Accumulated deficit | (44,647,582) | (43,187,588) |
Total Stockholders' Deficit | (1,767,089) | (307,595) |
Total Liabilities and Stockholders' Deficit | 1,945,448 | 3,196,151 |
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock | ||
Series C-2 Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock | ||
Series D-1 Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock | ||
Series D-2 Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT: | ||
Preferred stock |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | |
Preferred stock, shares authorized | 26,667 | |
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 12,000,000,000 | |
Common stock, shares issued | 5,124,164,690 | |
Common stock, shares outstanding | 5,124,164,690 | 5,124,164,690 |
Series E Preferred Stock [Member] | ||
Temporary equity, par or stated value per share | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 2,000 | 2,000 |
Temporary equity, shares issued | 1,000 | 1,000 |
Temporary equity, shares outstanding | 1,000 | 1,000 |
Preferred stock, shares issued | 1,000 | |
Preferred stock, shares outstanding | 1,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,333 | 1,333 |
Preferred stock, shares issued | 667 | 667 |
Preferred stock, shares outstanding | 667 | 667 |
Series C-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, shares issued | 2,966 | 2,966 |
Preferred stock, shares outstanding | 2,966 | 2,966 |
Series C-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares issued | 4,917 | 4,917 |
Preferred stock, shares outstanding | 4,917 | 4,917 |
Series D-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series D-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,360 | 4,360 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
REVENUES, NET | $ 9,790 | |
COST OF REVENUE | 1,603 | |
GROSS PROFIT | 8,187 | |
OPERATING EXPENSES: | ||
Professional fees | 197,254 | 91,333 |
Consulting fee - related party | 45,250 | |
Compensation expense | 590,175 | 215,766 |
Licensing fees | 30,172 | 13,320 |
General and administrative expenses | 803,139 | 162,600 |
Total Operating Expenses | 1,620,740 | 528,269 |
LOSS FROM OPERATIONS | (1,612,553) | (528,269) |
OTHER INCOME (EXPENSE): | ||
Interest expense | (8,730) | (8,203) |
Gain on debt extinguishment, net | 227,294 | |
Unrealized loss on marketable securities | (3,100) | (4,900) |
Unrealized loss on exchange rate | (22,686) | |
Total Other Income (Expense), net | 192,778 | (13,103) |
NET LOSS | (1,419,775) | (541,372) |
Series E preferred stock dividend | (40,219) | |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (1,459,994) | $ (541,372) |
NET LOSS PER COMMON SHARE: | ||
Basic and Diluted | $ 0 | |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and Diluted | 5,124,164,620 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock Series A | Preferred Stock Series C-1 | Preferred Stock Series C-2 | Preferred Stock Series D-1 | Preferred Stock Series D-2 | Preferred Stock | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Sep. 30, 2019 | $ 37,378,841 | $ (38,011,201) | $ (632,360) | |||||||
Balance, shares at Sep. 30, 2019 | 992 | |||||||||
Preferred stock issued for cash | 2,200,000 | 2,200,000 | ||||||||
Preferred stock issued for cash, shares | 6 | |||||||||
Preferred stock issued upon debt conversions | 217,215 | 217,215 | ||||||||
Preferred stock issued upon conversion of accounts payable and accrued liabilities | 299,154 | 299,154 | ||||||||
Preferred stock issued upon conversion of accounts payable and accrued liabilities, shares | 1 | |||||||||
Net loss | (541,372) | (541,372) | ||||||||
Balance at Dec. 31, 2019 | 40,095,210 | (38,552,573) | 1,542,637 | |||||||
Balance, shares at Dec. 31, 2019 | 999 | |||||||||
Balance at Sep. 30, 2020 | $ 512,416 | 42,367,577 | (43,187,588) | (307,595) | ||||||
Balance, shares at Sep. 30, 2020 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Adjustment related to Series A preferred prior period redemption payment | 500 | 500 | ||||||||
Series E preferred stock dividend | (40,219) | (40,219) | ||||||||
Net loss | (1,419,775) | (1,419,775) | ||||||||
Balance at Dec. 31, 2020 | $ 512,416 | $ 42,368,077 | $ (44,647,582) | $ (1,767,089) | ||||||
Balance, shares at Dec. 31, 2020 | 667 | 2,966 | 4,917 | 5,124,164,690 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss | $ (1,419,775) | $ (541,372) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 45,645 | 17,657 |
Lease cost | 658 | |
Gain on debt extinguishment, net | (227,294) | |
Unrealized loss on exchange rate | 22,686 | |
Unrealized loss on marketable securities | 3,100 | 4,900 |
Change in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (34,922) | (44,820) |
Laboratory supplies | 71,335 | |
Accounts payable | 232,992 | (66,623) |
Accrued liabilities and other liabilities | 27,215 | (50,431) |
Deferred revenue | 131,387 | |
NET CASH USED IN OPERATING ACTIVITIES | (1,146,973) | (680,689) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Adjustment related to Series A preferred prior period redemption payment | 500 | |
Purchase of property and equipment | (88,712) | (323,717) |
NET CASH USED IN INVESTING ACTIVITIES | (88,212) | (323,717) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of preferred stock | 2,200,000 | |
Repayment of related party advances, net | (20,000) | |
Repayment of convertible debt | (24,759) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,155,241 | |
NET CHANGE IN CASH | (1,235,185) | 1,150,835 |
CASH, beginning of the period | 1,779,283 | 560,407 |
CASH, end of the period | 544,098 | 1,711,242 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Interest | ||
Income taxes | ||
Non-cash investing and financing activities: | ||
Preferred stock issued upon debt conversions | 217,215 | |
Preferred stock issued upon conversion of accounts payable and accrued liabilities | $ 299,154 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS Theralink Technologies, Inc., formerly OncBioMune Pharmaceuticals, Inc. (the “Company”), was a clinical-stage biopharmaceutical company engaged in the development of novel cancer immunotherapy products, with a proprietary vaccine technology. On June 5, 2020, the Company acquired the assets (the “Asset Sale Transaction”) of Avant Diagnostics, Inc., a Nevada corporation established in 2009 (“Avant”) pursuant to the Asset Purchase Agreement dated May 12, 2020, between the Company and Avant (the “Asset Purchase Agreement”). Avant is a commercial-stage precision medicine and molecular data-generating company that focuses on the development and commercialization of a series of patented, proprietary data-generating assays that may provide important actionable information for physicians and patients, as well as biopharmaceutical companies, in the areas of oncology. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets of Avant and assumed certain of its liabilities. Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant sold to the Company, all of Avant’s title and interest in all the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also hired Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, the Company issued to Avant 1,000 shares of a newly created Series D-1 Preferred Stock which held 54.55% of all voting rights on an as-converted basis with the common stock. Upon the effectiveness of an increase of the Company’s authorized shares of common stock from 6,666,667 shares to 12,000,000,000 shares, all such shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,550,620 shares of the Company’s common stock. Avant possessed majority voting control of the Company immediately following the Asset Sale Transaction and controlled the Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net asset by Avant and a recapitalization of Avant . |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the consolidated financial statements of the Company and its wholly-owned inactive subsidiaries, OncBioMune, Inc. and OncBioMune Sub, Inc. as of December 31, 2020. All intercompany accounts and transactions have been eliminated in consolidation. The interim condensed consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the audited financial statements of the Form 10-K filed on September 27, 2021. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments and non-recurring adjustments) have been made for the fair presentation of the financial statement. The results for the interim period are not necessarily indicative of the results to be expected for the year ending September 30, 2021. Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had net loss and net cash used in operations of $1,419,775 and $1,146,973, respectively, for the three months ended December 31, 2020. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $44,647,582, $1,767,089 and $621,266 at December 31, 2020. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of normal business operations and initially caused capital markets to decline sharply. This could make it more difficult for the Company to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and the Company’s ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of the Company’s personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2020 and year ended September 30, 2020 include, but are not necessarily limited to, the valuation of assets and liabilities of discontinued operations, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2020. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company’s investment policy is to preserve principal and maintain liquidity. The Company periodically monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured limits. There were cash balances in excess of FDIC insured levels of $294,098 and $1,538,951 as of December 31, 2020 and September 30, 2020, respectively. The Company has not experienced any losses in such accounts through December 31, 2020. Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of December 31, 2020, and September 30, 2020 include, but are not necessarily limited to, prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services. Laboratory Supplies Laboratory supplies are normally consumed within a year from purchase and any unused laboratory supplies are classified as current asset and reflected in the accompanying condensed consolidated balance sheet as laboratory supplies. Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 during the period September 30, 2018, and the adoption did not have any impact on its consolidated financial statements. Revenue Recognition In May 2014, FASB issued an Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard during the fiscal year ended September 30, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company provides research and development support to biopharmaceutical companies to assist their drug development programs. The services provided by the Company are performance obligations under services contracts. These contracts are completed over time and may lead to deferred revenue for services not completed at the end of a period. Management reviews the completion status of all jobs monthly to determine the appropriate amount of revenue to recognize. Cost of Revenue The cost of revenue consists of cost of labor, supplies and materials. Accounts Receivable and Allowance for Doubtful Accounts Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis and do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. Concentrations Concentration of Revenues For the three months ended December 31, 2020, the Company generated total revenue of $9,790 from one customer. For the three months ended December 31, 2019, the Company did not have any revenue. Concentration of Deferred Revenue As of December 31, 2020, the Company had deferred revenue of $131,387 of which 89% and 11% were from two of the Company’s customers. As of September 30, 2020, the Company did not have any deferred revenue. Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2020 2019 Stock warrants 856,674,588 — Series C-1 preferred stock 445,301,289 — Series C-2 preferred stock 733,542,619 — Series D-1 preferred stock — 378,764,177 Series E preferred stock 533,333,333 — 2,568,851,829 378,764,177 Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Asset Sale and Recapitalization
Asset Sale and Recapitalization Transaction | 3 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Sale and Recapitalization Transaction | NOTE 3 – ASSET SALE AND RECAPITALIZATION TRANSACTION Avant provided personalized medical data through its Theralink assays, initially for breast cancer, to assist the treating physicians in a data-driven process for treatment decision support and to help enable predictive biomarker-based patient therapy selection. Avant was a developer of phosphoproteomic technologies for measuring the activation state of therapeutic targets and signaling pathways, a key metric for biopharmaceuticals, with applications across multiple cancer types, including breast, non-small cell lung, gastrointestinal (“GI”), gynecologic and pancreatic, among others. On June 5, 2020, the Company closed the Asset Purchase Agreement entered into with Avant on May 12, 2020. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets and business of Avant and assumed certain of its liabilities in the Asset Sale Transaction. Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant sold to the Company, all of Avant’s title and interest in all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also hired Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, Avant was issued 1,000 shares of a newly created Series D-1 Preferred Stock which held 54.55% of all voting rights on an as-converted basis with the common stock. Upon the increase of the Company’s authorized shares of common stock from 6,666,667 shares to 12,000,000,000 shares effective September 24, 2020, all such shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,550,620 shares of the Company’s common stock. Avant possessed majority voting control of the Company immediately following the Asset Sale Transaction and controlled the Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net assets by Avant and a recapitalization of Avant as discussed in detail below under “Accounting for the Asset Sale Transaction”. On June 5, 2020, pursuant to the Asset Purchase Agreement, the Company: (i) entered into an employment agreement with Dr. Michael Ruxin to serve as the Company’s Chief Executive Officer, President and a director (see Note 10); (ii) entered into an employment agreement with Jeffery Busch to serve as the Company’s Chairman of the Board of Directors (see Note 10): and (iii) appointed Yvonne Fors to its Board of Directors. Accounting for the Asset Sale Transaction The Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net assets by Avant and a recapitalization of Avant as the Company did not meet the definition of a business under the framework provided under ASC 805-10-55-5D through 55-6 - Business Combination The cost of the Asset Sale Transaction was determined in accordance with ASC 805-50-30-1 through 30-2 Business Combinations In accordance with ASC 805-50-30-1, the fair value of the 1,000 shares of Series D-1 Preferred Stock, issued as consideration, was determined to be $246,656 which was the book value of the Company’s net assets that were acquired by Avant as of the closing date of the transaction. The cost of the Asset Sale Transaction was allocated to the acquired assets and assumed liabilities based on their estimated fair values. The following assets and liabilities were assumed in the transaction: Cash $ 675,928 Prepaid expense and other current assets 17,539 Total assets acquired 693,467 Accounts payable and other liabilities (40,149 ) Liabilities of discontinued operations (406,662 ) Total liabilities assumed (446,811 ) Net assets acquired $ 246,656 The functional currency of the former subsidiaries which operated in Mexico is the Mexican Peso (“Peso”). The assumed liabilities of discontinued operations were translated to U.S. dollars using period end rates of exchange for liabilities. Net gains and losses resulting from foreign exchange transactions are reflected as unrealized gain (loss) on exchange rate in the consolidated statements of operations and is a non-cash loss. As a result of foreign currency translations, which are a non-cash adjustment, the Company reported an unrealized (loss) on exchange rate of $(22,686) during the three months ended December 31, 2020. During the three months ended December 31, 2020, $227,294 of the assumed liabilities of discontinued operations were written-off, in accordance with ASC 405-20-40-1b, and were recorded as a gain on debt extinguishment on the accompanying condensed consolidated statement of operations. |
Marketable Securities
Marketable Securities | 3 Months Ended |
Dec. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | NOTE 4 – MARKETABLE SECURITIES During the fiscal year ended 2017, the Company acquired 1,000,000 shares of common stock of Amarantus BioScience Holdings, Inc. (“AMBS”) with a fair value of $40,980. The AMBS common stock is recorded as marketable securities in the accompanying condensed consolidated balance sheets and its fair value is adjusted every reporting period and the change in fair value is recorded in the condensed consolidated statements of operations as unrealized gain or (loss) on marketable securities. During the three months ended December 31, 2020, the Company recorded $3,100 of unrealized loss on marketable securities. As of December 31, 2020 and September 30, 2020, the fair value of these shares were $8,000 and $11,100, respectively. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment are recorded at cost and once placed in service, are depreciated on the straight-line method over their estimated useful lives. Leasehold improvements are accreted over the shorter of the estimated economic life or related lease terms. Fixed assets consist of the following: Estimated Useful Life in Years December 31, 2020 September 30, 2020 (Unaudited) Laboratory equipment 5 $ 470,158 $ 404,628 Furniture 5 24,567 13,367 Leasehold improvements 5 347,809 347,809 Computer equipment 3 54,960 53,060 897,494 818,864 Less accumulated depreciation (108,095 ) (74,042 ) Property and equipment, net $ 789,399 $ 744,822 For the three months ended December 31, 2020, depreciation expense related to property and equipment amounted to $34,053. |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 6 – NOTES PAYABLE In September 2017, the Company entered into a loan agreement with a third-party investor (the “Loan”). Pursuant to the loan agreement, the Company borrowed the principal amount of $1,000. The Loan bears an annual interest rate of 33.3%, is unsecured and in default due to non-payment of the balance pursuant to the repayment terms. As of December 31, 2020, the loan had principal and accrued interest balances of $1,000 and $1,106, respectively. |
Lease Liabilities and Right of
Lease Liabilities and Right of Use Assets | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease Liabilities and Right of Use Assets | NOTE 7 – LEASE LIABILITIES AND RIGHT OF USE ASSETS Financing Lease Right-of-Use (“ROU”) Assets and Financing Lease Liabilities Effective November 2018, the Company entered into a financing agreement with the first lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $379 for a period of 60 months commencing in November 2018 through October 2023. At the effective date of the financing agreement, the Company recorded a financing lease payable of $16,064. Effective November 2018, the Company entered into a financing agreement with the second lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $1,439 for a period of 60 months commencing in November 2018 through October 2023. At the effective date of the financing agreement, the Company recorded a financing lease payable of $62,394. Effective March 2019, the Company entered into a financing agreement with the third lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $1,496 for a period of 60 months commencing in March 2019 through April 2024. At the effective date of the financing agreement, the Company recorded a financing lease payable of $64,940. Effective August 2019, the Company entered into a financing agreement with the fourth lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $397 for a period of 60 months commencing in August 2019 through August 2024. At the effective date of the financing agreement, the Company recorded a financing lease payable of $19,622. Effective January 2020, the Company entered into a financing agreement with the fifth lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $1,395 for a period of 60 months commencing in January 2020 through December 2024. At the effective date of the financing agreement, the Company recorded a financing lease payable of $68,821. The significant assumption used to determine the present value of the financing lease payables with a discount rate which ranged from between 8% and 15% based on the Company’s estimated effective rate pursuant to the financing agreements. Financing lease right-of-use (“Financing ROU”) assets is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (85,742 ) (74,150 ) Balance of Financing ROU assets $ 146,099 $ 157,691 For the three months ended December 31, 2020, depreciation expense related to Financing ROU assets amounted to $11,592. Financing lease liability related to the Financing ROU assets is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (63,573 ) (53,491 ) Total 168,268 178,350 Less: short term portion (43,542 ) (42,234 ) Long term portion $ 124,726 $ 136,116 Future minimum lease payments under the financing lease agreements at December 31, 2020 are as follows: Years ending September 30, Amount 2021 $ 45,951 2022 61,266 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 206,064 Less: discount to fair value (37,796 ) Total financing lease liability at December 31, 2020 $ 168,268 Operating Lease Right-of-Use (“ROU”) Asset and Operating Lease Liabilities In December 2019, the Company entered into a lease agreement for its corporate and laboratory facility in Golden, Colorado. The lease is for a period of 60 months, with an option to extend, commencing in February 2020 and expiring in February 2025. Pursuant to the lease agreement, the lease requires the Company to pay a monthly base rent of; (i) $4,878 in the first year; (ii) $5,026 in the second year; (iii) $5,179 in the third year; (iv) $5,335 in the fourth year and; (v) $5,495 in the fifth year, plus a pro rata share of operating expenses beginning February 2020. In adopting ASC Topic 842, Leases (Topic 842), the Company has elected the ‘package of practical expedients’, which permit it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs (see Note 2). In addition, the Company elected not to apply ASC Topic 842 to arrangements with lease terms of 12 month or less. At the effective date of the lease, the Company recorded right-of-use assets and lease liabilities of $231,337. For the three months ended December 31, 2020, lease costs amounted to $14,634 which included base lease costs of $8,332 and other expenses of $6,302, all of which were expensed during the period and included in general and administrative expenses on the accompanying condensed consolidated statements of operations. The significant assumption used to determine the present value of the lease liability was a discount rate of 12% which was based on the Company’s estimated incremental borrowing rate. Operating right-of-use (“Operating ROU”) asset is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Less accumulated reduction (34,124 ) (25,134 ) Balance of Operating ROU asset $ 197,213 $ 206,203 Operating lease liability related to the Operating ROU asset is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Total operating lease liability 231,337 231,337 Reduction of operating lease liability (26,833 ) (18,501 ) Total 204,504 212,836 Less: short term portion (37,482 ) (35,943 ) Long term portion $ 167,022 $ 176,893 Future base lease payments under the non-cancellable operating lease at December 31, 2020 are as follows: Years ending September 30, Amount 2021 $ 44,942 2022 61,382 2023 63,236 2024 65,137 2025 27,474 Total minimum non-cancellable operating lease payments 262,171 Less: discount to fair value (57,667 ) Total operating lease liability at December 31, 2020 $ 204,504 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | NOTE 8 – RELATED-PARTY TRANSACTIONS During the three months ended December 31, 2019, the Company repaid $20,000 of outstanding advances to Dr. Ruxin. |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 9 – STOCKHOLDERS’ DEFICIT Shares Authorized On September 22, 2020, the Company filed with the Nevada Secretary of State an amendment to its Certificate of Incorporation to change its name from “OncBioMune Pharmaceutical, Inc.” to “Theralink Technologies, Inc.” and increase its authorized shares of common stock from 6,666,667 shares of common stock at $0.0001 per share par value to 12,000,000,000 shares of common stock at $0.0001 per share par value, effective September 24, 2020. Series D-1 Preferred Stock On May 18, 2020, the Company filed a certificate of designation, preferences and rights of Series D-1 Preferred Stock (the “Series D-1 Certificate of Designation”) with the Nevada Secretary of State to designate 1,000 shares of its previously authorized preferred stock as Series D-1 Preferred Stock, par value $0.0001 per share and a stated value of $9,104.89 per share. The Series D-1 Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. ● During the three months ended December 31, 2019, the Company issued an aggregate of 1 share of D-1 Preferred Stock in exchange for the settlement of certain accrued compensation and the conversion of debt valued at $299,154. ● During the three months ended December 31, 2019, the Company sold 6 shares of D-1 Preferred Stock for net proceeds of $2,200,000. As of December 31, 2020 and September 30, 2020, the Company had no shares of Series D-1 Preferred Stock issued and outstanding. Series E Preferred Stock On September 15, 2020, the Company filed a certificate of designation, preferences and rights of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Nevada Secretary of the State to designate 2,000 shares of its previously authorized preferred stock as Series E Preferred Stock, par value $0.0001 per share and a stated value of $2,000 per share. The Series E Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law. The holders of shares of Series E Preferred Stock have the following preferences and rights: ● From the initial issuance date, cumulative dividends on each share of Series E shall accrue, on a quarterly basis in arrears (with any partial quarter calculated on a pro-rata basis), at the rate of 8% per annum on the Stated Value, plus any additional amount thereon. Dividends shall be paid within 15 days after the end of each fiscal quarter (“Dividend Payment Date”), at the option of the Holder in cash or through the issuance of shares of common stock. In the event that the Holder elects to receive its dividends in shares of common stock the number of shares of common stock to be issued to each applicable Holder shall be determined by dividing the total dividend outstanding to such Holder by the average closing price of the common stock during the five trading days on the principal market prior to the Dividend Payment Date. ● Holders of shares of Series E Preferred Stock are entitled to dividends or distributions on each share on an “as converted” into common stock basis, if, as and when declared from time to time by the Board of Directors. ● Each share of Series E Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the Conversion Price which is the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series E Certificate of Designation including a price protection provision for offerings below the conversion price. Provided, however, the Conversion Price shall never be less than $0.0021. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus accrued dividends and dividing that number by the Conversion Price. ● In connection with, (i) a Change of Control of the Corporation or (ii) on the closing of, a Qualified Public Offering by the Corporation, all of the outstanding shares of Series E (including any fraction of a share) shall automatically convert into an aggregate number of shares of Common Stock (including any fraction of a share) by multiplying the number of outstanding shares by the stated value per share of $2,000 plus accrued dividends and dividing that number (including any fraction of a share) by the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principle market. However, the conversion price shall never be less than $0.0021. If a closing of a Change of Control transaction or a Qualified Public Offering occurs, such automatic conversion of all of the outstanding shares of Series E shall be deemed to have been converted into shares of Common Stock immediately prior to the closing of such transaction or Qualified Public Offering. ● In the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance (as defined in the Series E Certificate of Designation), at a price, an exercise price or conversion price of less than the conversion price, then upon such issuance or sale, the Series E Preferred Stock conversion price shall be reduced to the sale price, the exercise price or the conversion price of the securities sold. ● Holders of Series E Preferred Stock have no voting rights. ● Shares of Series E Preferred Stock are redeemable, at the option of the holder, in the event that the Company is prohibited from issuing shares of common stock to a holder upon any conversion due to insufficient shares of common stock available (“Authorized Failure Shares”). During the three months ended December 31, 2020, the Company also recorded dividends related to the Series E Preferred Stock in the amount of $40,219. As of December 31, 2020 and September 30, 2020, the dividend payable balances were $46,339 and $6,120, respectively. These balances are reflected in the accompanying condensed As of December 31, 2020 and September 30, 2020, the Company had 1,000 shares of Series E Preferred Stock issued and outstanding with stated value of $2,000,000, the accompanying condensed consolidated balance sheets. Common Stock On September 24, 2020, the Company converted 1,000 shares of Series D-1 Preferred Stock into 5,081,550,620 shares of common stock. On September 24, 2020, the Company converted 4,121.64 shares of Series D-2 Preferred Stock into 41,216,000 shares of common stock. As of December 31, 2020 and September 30, 2020, the Company had 5,124,164,690 shares of common stock outstanding. Stock options Effective February 18, 2011, the Company’s Board of Directors (“Board”) adopted and approved the 2011 stock option plan. A total of 57 options to acquire shares of the Company’s common stock were authorized under the 2011 stock option plan. During each twelve-month period thereafter, our board of directors is authorized to increase the number of options authorized under this plan by up to 14 shares. No options were granted under the 2011 stock option plan as of December 31, 2020. On April 28, 2020, the Board approved the 2020 Equity Incentive Plan (the “Plan”), as amended on May 29, 2020. The Plan shall be effective upon approval by the Stockholders which shall be within twelve (12) months after the approval of the Board. No Incentive Stock Option shall be exercised unless and until the Plan has been approved by the Stockholders. Upon the effective date of the Plan and the effectiveness of the authorized share increase, which occurred on September 24, 2020, 3,043,638,781 shares of the Company’s common stock were reserved for issuance under the Plan (the “Reserved Share Amount”), subject to the adjustments described in the Plan, and such Reserved Share Amount, when issued in accordance with the Plan, shall be validly issued, fully paid, and non-assessable. Pursuant to the Plan, the option price of each incentive stock option (except those that constitute substitute awards under the Plan) shall be at least the fair market value of a share of common stock on the respective grant date; provided, however, that in the event that a grantee is a ten-percent stockholder as of the grant date, the option price of an incentive stock option shall be not less than 110% of the fair market value of a share on the grant date. As of December 31, 2020, the 2020 Equity Incentive Plan has not yet been approved by the shareholders and the Company had no options issued and outstanding (see Note 10). Warrants On June 5, 2020, in connection with the Asset Sale Transaction and recapitalization, the company issued 656,674,588 new warrants to the same subscriber in exchange for the previously issued warrants. The new warrants are exercisable immediately at an exercise price of $0.00214 and expire on November 27, 2024. On June 5, 2020, in connection with the Asset Sale Transaction and the recapitalization transaction, the Company is deemed to have issued 200,000,000 warrants to two investors. The warrants are not exercisable until sixty (60) days after the Company effectuates a reverse stock split and the Company achieves and maintains a Market Capitalization of $50,000,000 for thirty (30) consecutive days at an exercise price of $0.0025 and expires on September 5, 2025. Warrants activities for the three months ended December 31, 2020 is summarized as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Balance Outstanding at September 30, 2020 856,674,588 $ 0.002 4.59 $ — Granted — — — — Balance Outstanding at December 31, 2020 856,674,588 $ 0.002 4.09 $ — Exercisable at December 31, 2020 656,674,588 $ 0.002 4.09 $ — As of December 31, 2020 and September 30, 2020, the Company had 856,674,588 warrants issued and outstanding. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitment and Contingencies | NOTE 10 – COMMITMENT AND CONTINGENCIES Employment Agreements Michael Ruxin, M.D. On June 5, 2020, the Company and Dr. Michael Ruxin entered into an employment agreement (the “Ruxin Employment Agreement”) for Dr. Ruxin to serve as the Company’s Chief Executive Officer, President and a director (see Note 3). The Ruxin Employment Agreement provides that Dr. Ruxin will be employed for a five-year term commencing on June 5, 2020. The term will be automatically extended for one additional year upon the fifth anniversary of the effective date without any affirmative action, unless either party to the agreement provides at least sixty (60) days’ advance written notice to the other party that the employment period will not be extended. Dr. Ruxin will be entitled to receive an annual base salary of $300,000 and will be eligible for an annual discretionary bonus of 150% of such base salary. In the Ruxin Employment Agreement, Dr. Ruxin is also promised, subject to the approval of the Board or a committee thereof, and under the 2020 Equity Incentive Plan (i) a one-time grant of 49,047,059 Restricted Stock Units (“RSUs”) and (ii) a one-time grant of options to purchase 420,691,653 shares of Common Stock, both of which will be subject to the terms and conditions of the applicable award agreements when executed. Dr. Ruxin is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. As of December 31, 2020, the RSUs and options have not yet been granted or issued since the Board has not yet approved the grants and the 2020 Equity Incentive Plan has not been approved by the shareholders. Further, the board and Dr. Ruxin have not yet agreed on the terms of the options. Dr. Ruxin is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Dr. Ruxin’s employment is terminated by the Company without Cause (as defined in the Ruxin Agreement), with Good Reason (as defined in the Ruxin Agreement) or as a result of a non-renewal of the term of employment under the Ruxin Agreement, Dr. Ruxin shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied by multiplied by provided, however The Ruxin Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter. Jeffrey Busch On June 5, 2020, the Company and Jeffrey Busch entered into an employment agreement (the “Busch Employment Agreement”) for Mr. Busch to serve as the Company’s Chairman of the Board of Directors (see Note 3). The Busch Employment Agreement provides that Mr. Busch will be employed for a five-year term commencing on June 5, 2020. The term will be automatically extended for one additional year upon the fifth anniversary of the effective date without any affirmative action, unless either party to the agreement provides at least sixty (60) days’ advance written notice to the other party that the employment period will not be extended. Mr. Busch will be entitled to receive an annual base salary of $60,000 and will be eligible for an annual discretionary bonus. In the Busch Employment Agreement, Mr. Busch is also promised, subject to the approval of the Board or committee thereof, and under the 2020 Equity Incentive Plan (i) a one-time grant of 49,047,059 Restricted Stock (“RSUs”) and (ii) a one-time grant of options to purchase 420,691,653 shares of Common Stock, both of which will be subject to the terms and conditions of the applicable award agreements when executed. Mr. Busch is entitled to participate in any and all benefit plans, from time to time, in effect for senior management, along with vacation, sick and holiday pay in accordance with the Company’s policies established and in effect from time to time. As of December 31, 2020, the RSUs and options have not yet been granted or issued since the Board has not yet approved the grants and the 2020 Equity Incentive Plan has not been approved by the shareholders. Further, the board and Mr. Busch have not yet agreed on the terms of the options. As of December 31, 2020 and September 30, 2020, the Company has accrued director compensation of $87,500 and $72,500, respectively. Mr. Busch is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Mr. Busch’s employment is terminated by the Company without Cause (as defined in the Busch Agreement), with Good Reason (as defined in the Busch Agreement) or as a result of a non-renewal of the term of employment under the Busch Agreement, Mr. Busch shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied by multiplied by provided, however The Busch Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter. Thomas E. Chilcott, III On September 24, 2020, the Company appointed Thomas E. Chilcott, III, to serve as the Chief Financial Officer. The Company entered into an offer letter with Mr. Chilcott which provides that his base salary will be $225,000 per year and that he will be eligible to receive the following bonuses: $5,000 if the Company’s next Annual Report on Form 10-K is filed on or prior to December 12, 2020; $5,000 if the Company files a registration statement on Form S-1 on or prior to January 15, 2021; $5,000 if the Company completes a capital raise of at least $3,000,000 on or prior to Apri1 15, 2021; $20,000 if the Company completes a capital raise of at least $10,000,000 on or prior to September 30, 2021; and $15,000 if the Company successfully lists on the Nasdaq stock market on or before December 31, 2021. Mr. Chilcott is entitled to participate in all medical and other benefits that the Company has established for its employees. The offer letter also provides that Mr. Chilcott will be granted an option to purchase up to 94,545,096 shares of the Company’s common stock subject to terms including exercise price to be set by the Board of Directors of the Company. As of December 31, 2020, no bonus was due and no options have been granted to Mr. Chilcott. Consulting Agreements On July 5, 2020, the Company and a consultant entered into a Scientific Advisory Board Service Agreement (the “Advisory Agreement”) which provides for; (i) $2,000 monthly compensation; (ii) 88,786,943 stock options under the 2020 Equity Incentive Plan and; (iii) $1,500 per day for any special project requiring more than six hours of advisory service in a single day performed upon a written request from the Company. Either party may terminate the Advisory Agreement at any time upon ten days written notice to the other party unless either party neglects or fails to perform its obligations under the Advisory Agreement then the termination notice shall be effective upon receipt of the same. As of December 31, 2020, the Company and the consultants have not agreed on the terms of the 88,786,943 stock options and therefore these stock options are not considered granted by the Company. Further, as of December 31, 2020, the 2020 Equity Incentive Plan has not yet been approved by the shareholders. On July 5, 2020, the Company and a consultant entered into a Pathology Advisory Board Service Agreement (the “Advisory Agreement”) which provides for; (i) $272 monthly compensation; (ii) 77,972,192 stock options under the 2020 Equity Incentive Plan and; (iii) $1,500 per day for any special project requiring more than six hours of advisory service in a single day performed upon a written request from the Company. Either party may terminate the Advisory Agreement at any time upon ten days written notice to the other party unless either party neglects or fails to perform its obligations under the Advisory Agreement then the termination notice shall be effective upon receipt of the same. As of December 31, 2020, the Company and the consultants have not agreed on the terms of the 77,972,192 stock options and therefore these stock options are not considered granted by the Company. Further, as of December 31, 2020, the 2020 Equity Incentive Plan has not yet been approved by the shareholders. License Agreements GMU License Agreement In September 2006, the Company entered into an exclusive license agreement (“License Agreement”) with George Mason Intellectual Properties, a non-profit corporation formed for the benefit of George Mason University (“GMU”) which: (1) grants an exclusive worldwide license, with the right to grant sublicenses, under the licensed inventions to make, have made, import, use, market, offer for sale and sell products designed, manufactured, used and/or marketed for all fields and for all uses, subject to the exclusions as defined in the License Agreement; (2) grants an exclusive option to license past, existing, or future inventions in the Company’s field, from inventors that are obligated to assign to GMU and who have signed a memorandum of understanding acknowledging that developed intellectual property will be offered, subject to the exclusions as defined in the License Agreement; (3) the license and option granted specifically excludes biomarkers for lung, ovarian, and breast cancers in a diagnostic field of use and GMU inventions developed using materials obtained from third parties under agreements granting rights to inventions made using said materials and; (4) grants right to assign or otherwise transfer the license so long as such assignment or transfer is accompanied by a change of control transaction and GMU is given 14 days prior notice. In addition, the Company is required to make an annual payment of $50,000 to GMU as well as pay GMU a quarterly royalty equal to the net revenue multiplied by one and one-half percent (1.5%), due on a quarterly basis or a quarterly sublicense royalty equal to the net revenue multiplied by fifteen percent (15%). Further, the Company has the right of first refusal for all technology associated with RPPA technology from GMU. As of December 31, 2020 and September 30, 2020, the Company has accrued royalty fees of $848 and $832, respectively, reflected in the accompanying condensed NIH License Agreement In March 2018, the Company entered into two license agreements (“License Agreements”) with the National Institutes of Health (“NIH”) which grants the Company an exclusive and a nonexclusive United States license for certain patents. Pursuant to the License Agreements, the Company is required to make an annual payment of $6,000 to the NIH as well as pay the NIH a royalty equal to the net sales multiplied by three percent (3.0%) every June 30 th st st condensed Employee Incentive Stock Options In June 2020, in connection with the Asset Sale Transaction (see Note 3), the Company planned to issue approximately 1.8 billion stock options to employees, which include options in the employment agreements discussed above. As of December 31, 2020, these stock options had not yet been granted by the Company. Lease In December 2019, the Company entered into an agreement to lease its corporate and laboratory facility in Golden, Colorado. The lease is for a period of 60 months, with an option to extend, commencing in February 2020 and expiring in February 2025 (see Note 7). Other Contingencies Pursuant to ASC 450-20 - Loss Contingencies, liabilities for contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of December 31, 2020 and September 30, 2020, the Company recorded a contingent liability of $65,840 and $64,040, respectively, resulting from certain liabilities of Avant prior to the asset sale and recapitalization transaction (see Note 3). The contingent liabilities consisted of two notes payables with a total outstanding principal balance of $40,000 as of December 31, 2020 and September 30, 2020 and accrued interest payable of $25,840 and $24,040 as of December 31, 2020 and September 30, 2020, respectively. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 11 – SUBSEQUENT EVENTS Sale of Common Stock From February 16, 2021 through April 14, 2021, the Company, entered into Subscription Agreements with fourteen accredited investors to sell, in a private placement, an aggregate of 431,309,904 shares of its common stock, par value $0.0001 per share, at a purchase price of $0.00313 per share for an aggregate purchase price of $1,350,000. The shares of commons stock sold by the Company under these Subscription Agreements were in reliance upon an exemption from the registration requirements of the Act afforded by Section 4(a)(2) of the Act and/or Rule 506 of Regulation D thereunder. The private placements were made directly by the Company and no underwriter or placement agent was engaged by the Company. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with this offering. The common stock has not yet been issued as of the date of this report the as the Company is unable to issue shares of common stock until it is current with all its SEC reporting requirements. Note Agreements On April 26, 2021, the Company entered into a Promissory Note Agreement (the “Note”) with Jeffrey Busch who serves as a member of the Board of Directors (“Lender”) for a principal amount of $100,000. The Company received proceeds of $100,000. The Note bears an annual interest rate of 1%, matures on April 1, 2022 and can be prepaid in whole or in part without penalty. Pursuant to the Note, the Company has 90-day grace period following the maturity date after which the Lender shall charge a late payment fee equal to 1% of the outstanding principal balance and cost of collection, including legal fees. On May 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an affiliated investor (the “Investor”) to purchase a convertible note (the “Note”) and accompanying warrant (the “Warrant”) for an aggregate investment amount of $1,000,000. The Note has a principal value of $1,000,000 and bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Note)) and shall mature on May 12, 2026 (the “Maturity Date”). The Company received the proceeds in three tranches with the first tranche of $333,334 received in May 2021, the second tranche of $333,333 received in June 2021 and the third tranche of $333,333 received in July 2021. The Note is convertible at any time into shares of the Company’s common stock at a conversion price equal to $0.00313 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein). The Note had a beneficial conversion feature in the amount of $15,800 which was recorded as debt discount to be amortized over the life of the Note. The Company may prepay the Note at any time in an amount equal to 110% of the outstanding principal balance and accrued interest. In connection with the Note, the Investor was issued a Warrant to purchase up to 63,897,764 shares of common stock at an exercise price of $0.00313 per share (subject to adjustment as provided therein) until May 12, 2026. The Warrants are exercisable for cash at any time. The 63,897,764 stock warrants were valued at $984,200 using the relative fair value method which was recorded as a debt discount to be amortized over the life of the Note. In connection with the Company’s obligations under the Note, the Company entered into a security agreement (the “Security Agreement”) with Ashton Capital Corporation as agent, pursuant to which the Company granted a lien on certain pieces of laboratory equipment of the Company (the “Collateral”), for the benefit of the Investor, to secure the Company’s obligations under the Note. Upon an Event of Default (as defined in the Notes), the Investor may, among other things, collect or take possession of the Collateral, proceed with the foreclosure of the security interest in the Collateral or sell, lease or dispose of the Collateral. Amendment to Lease On June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (the “Lease Amendment”) for its laboratory facility in Golden, CO. The amendment was entered into in order to: (i) extend the term of the lease to five years following completion of the Company’s improvements to the Expansion Premises (defined below);(ii) expand the premises to include the premises located at Unit 404, Building F, 15000 West 6th Avenue, Golden, Colorado 80401, consisting of approximately 4,734 rentable square feet (the “Expansion Premises”); (iii) modify the annual basic rent; (iv) increase the security deposit; (v) provide for a tenant improvement allowance; (vi) provide for additional parking; (vii) provide for renewal options; and (viii) make certain other modifications as more particularly set forth below. Pursuant to the Lease Amendment, the Company must pay a monthly base rent of; (i) $5,660 for the year from 3/1/25 to 2/28/26 and (ii) $5,829 for each year thereafter. In addition, the Company must pay a monthly base rent for the Expanded Premises of; (i) $4,537 in the first year; (ii) $4,673 in the second year; (iii) $4,813 in the third year; (iv) $4,957 in the fourth year and; (v) $5,106 in the fifth year. Certificate of Designation of Series F Preferred Stock On July 30, 2021, the Company filed a certificate of designation, preferences and rights of Series F Preferred Stock (the “Series F Certificate of Designation”), with the Nevada Secretary of State to designate 1,000 shares of its previously authorized preferred stock as Series F Preferred Stock, par value $0.0001 per share and a stated value of $2,000 per share. The Series F Certificate of Designation and its filing was approved by the Company’s board of directors without shareholder approval as provided for in the Company’s articles of incorporation and under Nevada law (see Note 1). The holders of shares of Series F Preferred Stock have the following preferences and rights: ● From the Initial Issuance Date, cumulative dividends on each share of Series F shall accrue, on a monthly basis in arrears (with any partial month being made on a pro-rata basis), at the rate of 8% per annum on the Stated Value, plus the Additional Amount thereon. Dividends shall be paid within 15 days after the end of each month (“Dividend Payment Date”), at the option of the Holder in cash or through the issuance of shares of Common Stock. In the event that the Holder elects to receive its dividends in shares of Common Stock the number of shares of Common Stock to be issued to each applicable Holder shall be calculated by dividing the total dividend due to such Holder by the average closing price of the Common Stock during the five trading days on the Principal Market prior to the Dividend Payment Date. ● Holders of shares of Series F Preferred Stock are entitled to dividends or distributions on each share on an “as converted” into common stock basis, if, as and when declared from time to time by the Board of Directors. ● Each share of Series F Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the Conversion Price which is the lesser of: (i) $0.00313 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series F Certificate of Designation including a price protection provision for offerings below the conversion price. Provided, however, the Conversion Price shall never be less than $0.0016. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus any additional amount and dividing the total by the Conversion Price. ● In connection with, (i) a Change of Control of the Corporation or (ii) on the closing of, a Qualified Public Offering by the Corporation, all of the outstanding shares of Series F Preferred Stock (including any fraction of a share) shall automatically convert along with any additional amount into an aggregate number of shares of Common Stock (including any fraction of a share) as is determined by dividing the number of shares of Series F Preferred Stock (including any fraction of a share) by the Automatic Conversion Price then in effect. If a closing of a Change of Control transaction or a Qualified Public Offering occurs, such automatic conversion of all of the outstanding shares of Series F Preferred Stock shall be deemed to have been converted into shares of Common Stock immediately prior to the closing of such transaction or Qualified Public Offering. ● In the event the Company issues or sells any securities including options or convertible securities, except for any Exempt Issuance (as defined in the Series F Certificate of Designation), at a price, an exercise price or conversion price of less than the conversion price, then upon such issuance or sale, the Series F Preferred Stock conversion price shall be reduced to the sale price, or the exercise price or conversion price of the securities sold. ● Series F Preferred Stock shall rank pari passu with respect to preferences to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation with the Series C-1 Preferred Stock of the Corporation, the Series C-2 Preferred Stock of the Corporation, and the Series E Preferred Stock of the Corporation (the “Parity Stock”), and all other shares of capital stock of the Corporation shall be junior in rank to all Series F with respect to the preferences as to dividends (except for the Common Stock, which shall be pari passu as provided in the Series F Certificate of Designation), distributions and payments upon the liquidation, dissolution and winding up of the Corporation (such junior stock is referred to herein collectively as “Junior Stock”). The rights of all such Junior Stock shall be subject to the rights, powers, preferences and privileges of the Series F Preferred Stock. Without limiting any other provision of the Series F Certificate of Designation, without the prior express consent of the Required Holder, the Corporation shall not hereafter authorize or issue any additional or other shares of capital stock that is (i) of senior rank to the Series F Preferred Stock in respect of the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Corporation (collectively, the “Senior Preferred Stock”), or (ii) Parity Stock. Except as provided for herein, in the event of the merger or consolidation of the Corporation into another corporation, the Series F Preferred Stock shall maintain its relative rights, powers, designations, privileges and preferences provided for herein for a period of at least two years following such merger or consolidation and no such merger or consolidation shall cause result inconsistent therewith. Sale of Series F Preferred Stock On July 30, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an investor to purchase an aggregate amount of 500 shares of a newly created Series F Convertible Preferred Stock of the Company (the “Series F Preferred”) and accompanying warrant (the “Warrant”) for an aggregate investment amount of $1,000,000. The Series F Preferred Stock has a stated value of $2,000 per share and shall accrue monthly in arrears, dividends at the rate of 8% per annum on the stated value. The dividends shall be paid monthly at the option of the holder of the Series F Preferred in either cash or shares of common stock of the Company. The number of shares of common stock issuable upon conversion of the Series F Preferred is determined by dividing the stated value of the number of shares being converted, plus any accrued and unpaid dividends, by the lesser of: (i) $0.00313 and (ii) 75% of the average closing price of the Company’s common stock during the prior five trading days; provided, however, the conversion price shall never be less than $0.0016. In addition, the investor was issued a Warrant to purchase an amount of common stock equal to 20% of the shares of common stock issuable upon conversion of the Series F Preferred at an exercise price of $0.00313 per share (subject to adjustment as provided therein) until July 30, 2026. The Warrants are exercisable for cash at any time. The Warrants shall be valued using the relative fair value method. Series E Price Reduction The Series F Preferred Stock, that was issued on July 30, 2021, triggered the price protection clause in the Series E Preferred Stock. Thus, the conversion price of the Series E Preferred Stock was reduced from $0.00375 to $0.00313 on that date. Legal Action On July 1, 2021, numerous purported plaintiffs brought an action against Avant and their previous executive team in the District Court of Harris County Texas. The action alleges the plaintiffs were engaged by Avant to perform services prior to 2018. The plaintiffs are seeking a $1 million award. The Company and Dr. Ruxin were named it the lawsuit. The Company believes these claims are without merit and intends to defend these lawsuits vigorously. The Company currently believes the likelihood of a loss contingency related to these matters is remote and, therefore, no provision for a loss contingency is required. Exercise of Options to Purchase Shares of OncBioMune Sub Inc. In connection with the Asset Sale Transaction, the Company entered into an Exchange Agreement, effective June 5, 2020, by and among OncBioMune Pharmaceuticals, Inc. and the investors named therein, whereby the Company agreed to exchange certain convertible promissory notes and warrants outstanding for shares of Series C-1 Convertible Preferred Stock of the Company and options to purchase shares of the Company’s wholly-owned subsidiary, OncBioMune Sub Inc. OncBioMune Sub Inc. holds the patents used in the prior business of OncBioMune Pharmaceuticals, Inc. In July of 2021, certain of those investors exercised their options to purchase the shares of OncBioMune Sub Inc. On July 26, 2021, the Company transferred all 10,000 shares of OncBioMune Sub Inc. held by the Company to the investors. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information, which present the consolidated financial statements of the Company and its wholly-owned inactive subsidiaries, OncBioMune, Inc. and OncBioMune Sub, Inc. as of December 31, 2020. All intercompany accounts and transactions have been eliminated in consolidation. The interim condensed consolidated financial statements do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the audited financial statements of the Form 10-K filed on September 27, 2021. It is management’s opinion that all material adjustments (consisting of normal recurring adjustments and non-recurring adjustments) have been made for the fair presentation of the financial statement. The results for the interim period are not necessarily indicative of the results to be expected for the year ending September 30, 2021. |
Going Concern | Going Concern These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying condensed consolidated financial statements, the Company had net loss and net cash used in operations of $1,419,775 and $1,146,973, respectively, for the three months ended December 31, 2020. Additionally, the Company had an accumulated deficit, stockholders’ deficit and working capital deficit of $44,647,582, $1,767,089 and $621,266 at December 31, 2020. Management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. The Company cannot provide assurance that it will ultimately achieve profitable operations or become cash flow positive or raise additional debt or equity capital. Additionally, the current capital resources are not adequate to continue operating and maintaining the business strategy for a period of twelve months from the issuance date of this report. The Company will seek to raise capital through additional debt and equity financings to fund its operations in the future. Although the Company has historically raised capital from sales of equity and from the issuance of promissory notes, there is no assurance that it will be able to continue to do so. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of normal business operations and initially caused capital markets to decline sharply. This could make it more difficult for the Company to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and the Company’s ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of the Company’s personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2020 and year ended September 30, 2020 include, but are not necessarily limited to, the valuation of assets and liabilities of discontinued operations, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2020. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. In August 2018, the FASB issued ASU 2018-13 —Fair Value Measurement (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company’s investment policy is to preserve principal and maintain liquidity. The Company periodically monitors its positions with, and the credit quality of, the financial institutions with which it invests. The Company maintains its cash in banks and financial institutions that at times may exceed federally insured limits. There were cash balances in excess of FDIC insured levels of $294,098 and $1,538,951 as of December 31, 2020 and September 30, 2020, respectively. The Company has not experienced any losses in such accounts through December 31, 2020. |
Prepaid Assets | Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of December 31, 2020, and September 30, 2020 include, but are not necessarily limited to, prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services. |
Laboratory Supplies | Laboratory Supplies Laboratory supplies are normally consumed within a year from purchase and any unused laboratory supplies are classified as current asset and reflected in the accompanying condensed consolidated balance sheet as laboratory supplies. |
Property and Equipment | Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years. Leasehold improvements are depreciated over the shorter of the useful life or lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Stock-based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 during the period September 30, 2018, and the adoption did not have any impact on its consolidated financial statements. |
Revenue Recognition | Revenue Recognition In May 2014, FASB issued an Accounting Standards Update, ASU 2014-09, establishing ASC 606 - Revenue from Contracts with Customers. ASU 2014-09, as amended by subsequent ASUs on the topic, establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most of the existing revenue recognition guidance. This standard, which is effective for interim and annual reporting periods in fiscal years that begin after December 15, 2017, requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services and also requires certain additional disclosures. The Company adopted this standard during the fiscal year ended September 30, 2018 using the modified retrospective approach, which requires applying the new standard to all existing contracts not yet completed as of the effective date and recording a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Based on an evaluation of the impact ASU 2014-09 will have on the Company’s sources of revenue, the Company has concluded that ASU 2014-09 did not have any impact on the process for, timing of, and presentation and disclosure of revenue recognition from customers and there was no cumulative effect adjustment. The Company provides research and development support to biopharmaceutical companies to assist their drug development programs. The services provided by the Company are performance obligations under services contracts. These contracts are completed over time and may lead to deferred revenue for services not completed at the end of a period. Management reviews the completion status of all jobs monthly to determine the appropriate amount of revenue to recognize. |
Cost of Revenue | Cost of Revenue The cost of revenue consists of cost of labor, supplies and materials. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade receivables are carried at their estimated collectible amounts. Trade credit is generally extended on a short-term basis and do not bear interest. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. Any charges to the allowance for doubtful accounts on accounts receivable are charged to operations in amounts sufficient to maintain the allowance for uncollectible accounts at a level management believes is adequate to cover any probable losses. Management determines the adequacy of the allowance based on historical write-off percentages and the current status of accounts receivable. Accounts receivable are charged off against the allowance when collectability is determined to be permanently impaired. |
Concentrations | Concentrations Concentration of Revenues For the three months ended December 31, 2020, the Company generated total revenue of $9,790 from one customer. For the three months ended December 31, 2019, the Company did not have any revenue. Concentration of Deferred Revenue As of December 31, 2020, the Company had deferred revenue of $131,387 of which 89% and 11% were from two of the Company’s customers. As of September 30, 2020, the Company did not have any deferred revenue. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the periods presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2020 2019 Stock warrants 856,674,588 — Series C-1 preferred stock 445,301,289 — Series C-2 preferred stock 733,542,619 — Series D-1 preferred stock — 378,764,177 Series E preferred stock 533,333,333 — 2,568,851,829 378,764,177 |
Income Taxes | Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Leases | Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases On January 1, 2019, the Company adopted ASU No. 2016-02, applying the package of practical expedients to leases that commenced before the effective date whereby the Company elected to not reassess the following: (i) whether any expired or existing contracts contain leases and; (ii) initial direct costs for any existing leases. For contracts entered into on or after the effective date, at the inception of a contract the Company assessed whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (3) whether the Company has the right to direct the use of the asset. The Company will allocate the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less. Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the condensed consolidated statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Add a disclosure objective 2. Add information about events or conditions that occur during the reporting period that cause conversion contingencies to be met or conversion terms to be significantly changed 3. Add information on which party controls the conversion rights 4. Align disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate. Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company is evaluating the impact of the revised guidance and believes that it will not have a significant impact on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Shares Outstanding | The following potentially dilutive equity securities outstanding as of December 31, 2020 and 2019 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: December 31, 2020 2019 Stock warrants 856,674,588 — Series C-1 preferred stock 445,301,289 — Series C-2 preferred stock 733,542,619 — Series D-1 preferred stock — 378,764,177 Series E preferred stock 533,333,333 — 2,568,851,829 378,764,177 |
Asset Sale and Recapitalizati_2
Asset Sale and Recapitalization Transaction (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets and Liabilities in Transaction | The following assets and liabilities were assumed in the transaction: Cash $ 675,928 Prepaid expense and other current assets 17,539 Total assets acquired 693,467 Accounts payable and other liabilities (40,149 ) Liabilities of discontinued operations (406,662 ) Total liabilities assumed (446,811 ) Net assets acquired $ 246,656 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Fixed assets consist of the following: Estimated Useful Life in Years December 31, 2020 September 30, 2020 (Unaudited) Laboratory equipment 5 $ 470,158 $ 404,628 Furniture 5 24,567 13,367 Leasehold improvements 5 347,809 347,809 Computer equipment 3 54,960 53,060 897,494 818,864 Less accumulated depreciation (108,095 ) (74,042 ) Property and equipment, net $ 789,399 $ 744,822 |
Lease Liabilities and Right o_2
Lease Liabilities and Right of Use Assets (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Schedule of Financing Right-of-use Assets | Financing lease right-of-use (“Financing ROU”) assets is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (85,742 ) (74,150 ) Balance of Financing ROU assets $ 146,099 $ 157,691 |
Schedule of Financing Lease Liability | Financing lease liability related to the Financing ROU assets is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (63,573 ) (53,491 ) Total 168,268 178,350 Less: short term portion (43,542 ) (42,234 ) Long term portion $ 124,726 $ 136,116 |
Schedule of Future Minimum Lease Payments of Financing Lease | Future minimum lease payments under the financing lease agreements at December 31, 2020 are as follows: Years ending September 30, Amount 2021 $ 45,951 2022 61,266 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 206,064 Less: discount to fair value (37,796 ) Total financing lease liability at December 31, 2020 $ 168,268 |
Schedule of Operating Right-of-use Asset | Operating right-of-use (“Operating ROU”) asset is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Less accumulated reduction (34,124 ) (25,134 ) Balance of Operating ROU asset $ 197,213 $ 206,203 |
Schedule of Operating Lease Liability | Operating lease liability related to the Operating ROU asset is summarized below: December 31, 2020 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Total operating lease liability 231,337 231,337 Reduction of operating lease liability (26,833 ) (18,501 ) Total 204,504 212,836 Less: short term portion (37,482 ) (35,943 ) Long term portion $ 167,022 $ 176,893 |
Schedule of Future Minimum Lease Payments of Operating Lease | Future base lease payments under the non-cancellable operating lease at December 31, 2020 are as follows: Years ending September 30, Amount 2021 $ 44,942 2022 61,382 2023 63,236 2024 65,137 2025 27,474 Total minimum non-cancellable operating lease payments 262,171 Less: discount to fair value (57,667 ) Total operating lease liability at December 31, 2020 $ 204,504 |
Stockholders' Deficit (Tables)
Stockholders' Deficit (Tables) | 3 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activities | Warrants activities for the three months ended December 31, 2020 is summarized as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Balance Outstanding at September 30, 2020 856,674,588 $ 0.002 4.59 $ — Granted — — — — Balance Outstanding at December 31, 2020 856,674,588 $ 0.002 4.09 $ — Exercisable at December 31, 2020 656,674,588 $ 0.002 4.09 $ — |
Organization and Nature of Op_2
Organization and Nature of Operations (Details Narrative) - shares | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | ||
Asset sale transaction percentage | 54.55% | |||
Common Stock [Member] | ||||
Number of shares issued during period | ||||
Asset Purchase Agreement [Member] | ||||
Asset sale transaction percentage | 54.55% | |||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||
Conversion of common stock shares converted | 5,081,550,620 | 5,081,550,620 | ||
Asset Purchase Agreement [Member] | Series D-1 Preferred Stock [Member] | ||||
Number of shares issued during period | 1,000 | |||
Acquisition percentage of issued and outstanding | 54.55% | |||
Common stock, shares authorized | 6,666,667 | 12,000,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Net loss | $ (1,419,775) | $ (541,372) | ||
Net cash used in operations | (1,146,973) | (680,689) | ||
Accumulated deficit | (44,647,582) | $ (43,187,588) | ||
Stockholders' equity | (1,767,089) | 1,542,637 | (307,595) | $ (632,360) |
Working capital deficit | 621,266 | |||
cash balances in excess of FDIC insured | 294,098 | 1,538,951 | ||
Revenues | 9,790 | |||
Deferred revenue | 131,387 | |||
Uncertain tax portion | ||||
Interest and penalties | ||||
Allowance for doubtful accounts | $ 0 | $ 0 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Concentration percentage | 89.00% | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Concentration percentage | 11.00% | |||
Minimum [Member] | ||||
Estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Estimated useful lives | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Anti-dilutive Shares Outstanding (Details) - shares | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Total antidilutive securities excluded from computation of earnings per share | 2,568,851,829 | 378,764,177 |
Stock Warrants [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 856,674,588 | |
Series C-1 Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 445,301,289 | |
Series C-2 Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 733,542,619 | |
Series D-1 Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 378,764,177 | |
Series E Preferred Stock [Member] | ||
Total antidilutive securities excluded from computation of earnings per share | 533,333,333 |
Asset Sale and Recapitalizati_3
Asset Sale and Recapitalization Transaction (Details Narrative) - USD ($) | Jun. 05, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | ||
Asset sale transaction percentage | 54.55% | |||
Unrealized loss on exchange rate | $ (22,686) | |||
Discontinued operations written-off | $ 227,294 | |||
Common Stock [Member] | ||||
Number of shares issued during period | ||||
Series D-1 Preferred Stocks [Member] | ||||
Sale of share issued on consideration | 1,000 | 6 | ||
Fair value of asset acquired | $ 246,656 | |||
Asset Purchase Agreement [Member] | ||||
Asset sale transaction percentage | 54.55% | |||
Asset Purchase Agreement [Member] | Avant [Member] | ||||
Acquisition percentage of issued and outstanding | 54.55% | |||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||
Conversion of common stock shares converted | 5,081,550,620 | 5,081,550,620 | ||
Asset Purchase Agreement [Member] | Series D-1 Preferred Stock [Member] | ||||
Number of shares issued during period | 1,000 | |||
Acquisition percentage of issued and outstanding | 54.55% | |||
Common stock, shares authorized | 6,666,667 | 12,000,000,000 |
Asset Sale and Recapitalizati_4
Asset Sale and Recapitalization Transaction - Schedule of Assets and Liabilities in Transaction (Details) | Dec. 31, 2020USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Cash | $ 675,928 |
Prepaid expense and other current assets | 17,539 |
Total assets acquired | 693,467 |
Accounts payable and other liabilities | (40,149) |
Liabilities of discontinued operations | (406,662) |
Total liabilities assumed | (446,811) |
Net assets acquired | $ 246,656 |
Marketable Securities (Details
Marketable Securities (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | Sep. 30, 2020 | |
Unrealized loss on marketable securities | $ 3,100 | $ 4,900 | ||
Marketable securities | $ 8,800 | $ 11,100 | ||
Amarantus BioScience Holdings, Inc. [Member] | ||||
Number of shares on acquisition | 1,000,000 | |||
Fair value of acquisition | $ 40,980 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | 3 Months Ended |
Dec. 31, 2020USD ($) | |
Property, Plant and Equipment [Abstract] | |
Depreciation and amortization expense | $ 34,053 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Sep. 30, 2020 | |
Laboratory equipment | $ 470,158 | $ 404,628 |
Furniture | 24,567 | 13,367 |
Leasehold improvements | 347,809 | 347,809 |
Computer equipment | 54,960 | 53,060 |
Property and equipment, gross | 897,494 | 818,864 |
Less accumulated depreciation | (108,095) | (74,042) |
Property and equipment, net | $ 789,399 | $ 744,822 |
Laboratory Equipment [Member] | ||
Estimated Useful Life in Years | 5 years | |
Furniture [Member] | ||
Estimated Useful Life in Years | 5 years | |
Leasehold Improvements [Member] | ||
Estimated Useful Life in Years | 5 years | |
Computer Equipment [Member] | ||
Estimated Useful Life in Years | 3 years |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | ||
Sep. 30, 2017 | Dec. 31, 2020 | Sep. 30, 2020 | |
Loan principal | $ 40,000 | $ 40,000 | |
Interest payable | 25,840 | $ 24,040 | |
Loan Agreement [Member] | |||
Proceeds from borrowed loans | $ 1,000 | ||
Debt instrument, interest rate | 33.30% | ||
Loan principal | 1,000 | ||
Interest payable | $ 1,106 |
Lease Liabilities and Right o_3
Lease Liabilities and Right of Use Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||||
Jan. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Mar. 31, 2019 | Nov. 30, 2018 | Dec. 31, 2020 | Sep. 30, 2020 | |
Depreciation expense financing ROU asset | $ 11,592 | ||||||
Right-of-use assets | 197,213 | $ 206,203 | |||||
Lease liabilities | 204,504 | $ 212,836 | |||||
Lease cost | 14,634 | ||||||
Base lease cost | 8,332 | ||||||
Lease other expense | 6,302 | ||||||
Accounting Standards Update 2016-02 [Member] | |||||||
Right-of-use assets | 231,337 | ||||||
Lease liabilities | $ 231,337 | ||||||
Minimum [Member] | |||||||
Finance discount rates | 8.00% | ||||||
Maximum [Member] | |||||||
Finance discount rates | 15.00% | ||||||
Financing Agreement [Member] | First Lessor [Member] | |||||||
Monthly base rent | $ 379 | ||||||
Lease term | 60 months | ||||||
Lease expiration | Oct. 31, 2023 | ||||||
Lease description | 60 months commencing in November 2018 through October 2023. | ||||||
Financing lease payable | $ 16,064 | ||||||
Financing Agreement [Member] | Second Lessor [Member] | |||||||
Monthly base rent | $ 1,439 | ||||||
Lease term | 60 months | ||||||
Lease expiration | Oct. 31, 2023 | ||||||
Lease description | 60 months commencing in November 2018 through October 2023. | ||||||
Financing lease payable | $ 62,394 | ||||||
Financing Agreement [Member] | Third Lessor [Member] | |||||||
Monthly base rent | $ 1,496 | ||||||
Lease term | 60 months | ||||||
Lease expiration | Oct. 31, 2023 | ||||||
Lease description | 60 months commencing in March 2019 through April 2024. | ||||||
Financing lease payable | $ 64,940 | ||||||
Financing Agreement [Member] | Fourth Lessor [Member] | |||||||
Monthly base rent | $ 397 | ||||||
Lease term | 60 months | ||||||
Lease expiration | Oct. 31, 2023 | ||||||
Lease description | 60 months commencing in August 2019 through August 2024. | ||||||
Financing lease payable | $ 19,622 | ||||||
Financing Agreement [Member] | Fifth Lessor [Member] | |||||||
Monthly base rent | $ 1,395 | ||||||
Lease term | 60 months | ||||||
Lease expiration | Oct. 31, 2023 | ||||||
Lease description | 60 months commencing in January 2020 through December 2024. | ||||||
Financing lease payable | $ 68,821 | ||||||
Lease Agreement [Member] | |||||||
Lease term | 60 months | ||||||
Lease expiration | Feb. 28, 2025 | ||||||
Lease description | The lease is for a period of 60 months commencing in February 2020 and expiring in February 2025. | ||||||
Lease Agreement [Member] | First Year [Member] | |||||||
Monthly base rent | $ 4,878 | ||||||
Lease Agreement [Member] | Second Year [Member] | |||||||
Monthly base rent | 5,026 | ||||||
Lease Agreement [Member] | Third Year [Member] | |||||||
Monthly base rent | 5,179 | ||||||
Lease Agreement [Member] | Fourth Year [Member] | |||||||
Monthly base rent | 5,335 | ||||||
Lease Agreement [Member] | Fifth Year [Member] | |||||||
Monthly base rent | $ 5,495 |
Lease Liabilities and Right o_4
Lease Liabilities and Right of Use Assets - Schedule of Financing Right-of-use Assets (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
Financing ROU asset | $ 231,841 | $ 231,841 |
Less accumulated depreciation | (85,742) | (74,150) |
Balance of Financing ROU assets | $ 146,099 | $ 157,691 |
Lease Liabilities and Right o_5
Lease Liabilities and Right of Use Assets - Schedule of Financing Lease Liability (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
Financing lease payables for equipment | $ 231,841 | $ 231,841 |
Total financing lease payables | 231,841 | 231,841 |
Payments of financing lease liabilities | (63,573) | (53,491) |
Total | 168,268 | 178,350 |
Less: short term portion | (43,542) | (42,234) |
Long term portion | $ 124,726 | $ 136,116 |
Lease Liabilities and Right o_6
Lease Liabilities and Right of Use Assets - Schedule of Future Minimum Lease Payments of Financing Lease (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
2021 | $ 45,951 | |
2022 | 61,266 | |
2023 | 53,787 | |
2024 | 40,875 | |
2025 | 4,185 | |
Total minimum financing lease payments | 206,064 | |
Less: discount to fair value | (37,796) | |
Total financing lease liability at December 31, 2020 | $ 168,268 | $ 178,350 |
Lease Liabilities and Right o_7
Lease Liabilities and Right of Use Assets - Schedule of Operating Right-of-use Asset (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
Operating office lease | $ 231,337 | $ 231,337 |
Less accumulated reduction | (34,124) | (25,134) |
Balance of Operating ROU asset | $ 197,213 | $ 206,203 |
Lease Liabilities and Right o_8
Lease Liabilities and Right of Use Assets - Schedule of Operating Lease Liability (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
Operating office lease | $ 231,337 | $ 231,337 |
Total lease liabilities | 231,337 | 231,337 |
Reduction of lease liability | (26,833) | (18,501) |
Total | 204,504 | 212,836 |
Less: short term portion | (37,482) | (35,943) |
Long term portion | $ 167,022 | $ 176,893 |
Lease Liabilities and Right o_9
Lease Liabilities and Right of Use Assets - Schedule of Future Minimum Lease Payments of Operating Lease (Details) - USD ($) | Dec. 31, 2020 | Sep. 30, 2020 |
Leases [Abstract] | ||
2021 | $ 44,942 | |
2022 | 61,382 | |
2023 | 63,236 | |
2024 | 65,137 | |
2025 | 27,474 | |
Total minimum non-cancelable operating lease payments | 262,171 | |
Less: discount to fair value | (57,667) | |
Total operating lease liability at December 31, 2020 | $ 204,504 | $ 212,836 |
Related-Party Transactions (Det
Related-Party Transactions (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Repayment of related party parties advance amount | $ 20,000 | |
Dr. Michael Ruxin [Member] | ||
Repayment of related party parties advance amount | $ 20,000 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) | Sep. 24, 2020shares | Sep. 15, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 22, 2020$ / sharesshares | Jun. 05, 2020USD ($)$ / sharesshares | May 18, 2020$ / sharesshares | Sep. 30, 2019$ / sharesshares | Feb. 18, 2011shares |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | ||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Proceeds from sale of stock | $ | $ 2,200,000 | |||||||||
Preferred stock, shares issued | 1,000 | |||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | ||||||||
Preferred stock, shares outstanding | 1,000 | |||||||||
Dividend | $ | $ 40,219 | |||||||||
Dividend payable | $ | 46,339 | $ 6,120 | ||||||||
Temporary equity | $ | $ 2,000,000 | $ 2,000,000 | ||||||||
Common stock, shares issued | 5,124,164,690 | 5,124,164,690 | ||||||||
Common stock, shares outstanding | 5,124,164,690 | 5,124,164,690 | 5,124,164,690 | |||||||
Common Stock [Member] | ||||||||||
Conversion of stock | 5,081,550,620 | |||||||||
Common Stock [Member] | ||||||||||
Conversion of stock | 41,216,000 | |||||||||
Stock Warrants [Member] | ||||||||||
Warrants issued | 856,674,588 | 856,674,588 | 656,674,588 | |||||||
Warrants exercise price per share | $ / shares | $ 0.0025 | |||||||||
Warrant maturity date | Nov. 27, 2024 | |||||||||
Warrants outstanding | 856,674,588 | 856,674,588 | ||||||||
Stock Option [Member] | ||||||||||
Number of option granted | ||||||||||
Common stock were be reserved for issuance under the plan | 3,043,638,781 | |||||||||
Fair market value of share on grant date percentage | 110.00% | |||||||||
Number of stock options issued and outstanding | ||||||||||
Two Investors [Member] | Stock Warrants [Member] | ||||||||||
Warrants issued | 200,000,000 | |||||||||
Warrants exercise price per share | $ / shares | $ 0.0025 | |||||||||
Market capitalization | $ | $ 50,000,000 | |||||||||
Warrant maturity date | Sep. 5, 2025 | |||||||||
2011 Stock Option Plan [Member] | ||||||||||
Number of option authorized to purchase common stock | 57 | |||||||||
2020 Equity Incentive Plan [Member] | ||||||||||
Common stock, shares issued | ||||||||||
Common stock, shares outstanding | ||||||||||
Series D-1 Preferred Stock [Member] | ||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Preferred stock designated | 1,000 | |||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||
Preferred stock stated value | $ / shares | $ 9,104.89 | |||||||||
Preferred stock, shares issued | ||||||||||
Conversion of stock | 1,000 | |||||||||
Series D-1 Preferred Stocks [Member] | ||||||||||
Conversion of debt amount | $ | 299,154 | |||||||||
Proceeds from sale of stock | $ | $ 2,200,000 | |||||||||
Sale of stock, share | 1,000 | 6 | ||||||||
Series E Preferred Stock [Member] | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||
Preferred stock stated value | $ / shares | $ 2,000 | |||||||||
Conversion of debt amount | $ | $ 2,000 | |||||||||
Preferred stock, shares issued | 1,000 | |||||||||
Preferred stock description | Each share of Series E Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the Conversion Price which is the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series E Certificate of Designation. Provided, however, the Conversion Price shall never be less than $0.0021. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus accrued dividends and dividing that number by (y) the Conversion Price. | |||||||||
Preferred stock, shares authorized | 2,000 | |||||||||
Preferred stock, shares outstanding | 1,000 | |||||||||
Conversion price | $ / shares | $ 0.00375 | |||||||||
Conversion percentage | 0.75 | |||||||||
Dividend | $ | $ 40,129 | |||||||||
Temporary equity, shares issued | 1,000 | 1,000 | ||||||||
Temporary equity, shares outstanding | 1,000 | 1,000 | ||||||||
Series D-2 Preferred Stock [Member] | ||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares issued | ||||||||||
Preferred stock, shares authorized | 4,360 | 4,360 | ||||||||
Preferred stock, shares outstanding | ||||||||||
Conversion of stock | 4,122 | |||||||||
Minimum [Member] | ||||||||||
Common stock, shares authorized | 6,666,667 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Minimum [Member] | Series E Preferred Stock [Member] | ||||||||||
Conversion price | $ / shares | $ 0.0021 | |||||||||
Maximum [Member] | ||||||||||
Common stock, shares authorized | 12,000,000,000 | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||
Maximum [Member] | 2011 Stock Option Plan [Member] | Board of Directors [Member] | ||||||||||
Number of option authorized to purchase common stock | 14 |
Stockholders' Deficit - Schedul
Stockholders' Deficit - Schedule of Warrant Activities (Details) - Stock Warrants [Member] | 3 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Number of Warrants, Outstanding Beginning balance | shares | 856,674,588 |
Number of Warrants, Granted | shares | |
Number of Warrants, Outstanding Ending balance | shares | 856,674,588 |
Number of Warrants, Exercisable | shares | 656,674,588 |
Weighted Average Exercise Price, Outstanding Beginning balance | $ / shares | $ 0.002 |
Weighted Average Exercise Price, Granted | $ / shares | |
Weighted Average Exercise Price, Outstanding Ending balance | $ / shares | 0.002 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.002 |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 4 years 7 months 2 days |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 4 years 1 month 2 days |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 1 month 2 days |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ | |
Aggregate Intrinsic Value, Exercisable | $ |
Commitment and Contingencies (D
Commitment and Contingencies (Details Narrative) - USD ($) | Sep. 24, 2020 | Jul. 05, 2020 | Jun. 05, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Mar. 31, 2018 | Sep. 30, 2006 | Dec. 31, 2020 | Sep. 30, 2020 |
Contingent liability | $ 65,840 | $ 64,040 | |||||||
Outstanding principal balance | 40,000 | 40,000 | |||||||
Accrued interest payable | $ 25,840 | 24,040 | |||||||
Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Number of stock option shares granted | |||||||||
Employment Agreement [Member] | Stock Option [Member] | |||||||||
Number of stock option shares granted | |||||||||
Busch Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||
Number of stock option shares granted | |||||||||
Accrued director compensation | $ 87,500 | 72,500 | |||||||
Busch Employment Agreement [Member] | Stock Option [Member] | |||||||||
Number of stock option shares granted | |||||||||
Exclusive License Agreement [Member] | George Mason University [Member] | |||||||||
Payment of royalty revenue | $ 50,000 | ||||||||
Revenue percentage | 1.50% | ||||||||
Accrued royalty fees | 832 | ||||||||
Exclusive License Agreement [Member] | Sublicense Royalty [Member] | George Mason University [Member] | |||||||||
Revenue percentage | 15.00% | ||||||||
License Agreement [Member] | National Institutes of Health [Member] | |||||||||
Payment of royalty revenue | $ 6,000 | ||||||||
Revenue percentage | 3.00% | ||||||||
Annual royalty | $ 5,000 | ||||||||
Accrued royalty fees | 21,080 | $ 19,834 | |||||||
License Agreement [Member] | Sublicense Royalty [Member] | National Institutes of Health [Member] | |||||||||
Revenue percentage | 10.00% | ||||||||
Employee Incentive Stock Options [Member] | |||||||||
Number of stock option shares granted | 1,800,000,000 | ||||||||
Lease Agreement [Member] | |||||||||
Lease description | The lease is for a period of 60 months commencing in February 2020 and expiring in February 2025. | ||||||||
Lease term | 60 months | ||||||||
Lease expiration | Feb. 28, 2025 | ||||||||
Dr. Michael Ruxin [Member] | Employment Agreement [Member] | |||||||||
Salaries | $ 300,000 | ||||||||
Annual decretionary bonus percentage | 150.00% | ||||||||
Dr. Michael Ruxin [Member] | Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 49,047,059 | ||||||||
Dr. Michael Ruxin [Member] | Employment Agreement [Member] | Stock Option [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 420,691,653 | ||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member] | |||||||||
Salaries | $ 60,000 | ||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member] | Restricted Stock Units (RSUs) [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 49,047,059 | ||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member] | Stock Option [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 420,691,653 | ||||||||
Thomas E. Chilcott, III [Member] | Offer Letter [Member] | |||||||||
Salaries | $ 225,000 | ||||||||
Number of stock option shares granted | 94,545,096 | ||||||||
Employee bonus, description | He will be eligible to receive the following bonuses: $5,000 if the Company's next Annual Report on Form 10-K is filed on or prior to December 12, 2020; $5,000 if the Company files a registration statement on Form S-1 on or prior to January 15, 2021; $5,000 if the Company completes a capital raise of at least $3,000,000 on or prior to Apri1 15, 2021; $20,000 if the Company completes a capital raise of at least $10,000,000 on or prior to September 30, 2021; and $15,000 if the Company successfully lists on a Nasdaq stock market on or before December 31, 2021. | ||||||||
Accrued bonuses | |||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | |||||||||
Monthly compensation | $ 2,000 | ||||||||
Other payments | $ 1,500 | ||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 88,786,943 | 88,786,943 | |||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | |||||||||
Monthly compensation | $ 272 | ||||||||
Other payments | $ 1,500 | ||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | |||||||||
Number of stock option shares granted | 77,972,192 | 77,972,192 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Jul. 30, 2021USD ($)$ / sharesshares | Jul. 26, 2021shares | Jul. 02, 2021USD ($) | Jun. 10, 2021ft² | May 12, 2021USD ($)$ / sharesshares | Apr. 26, 2021USD ($) | Jul. 31, 2021USD ($) | Jun. 30, 2021USD ($) | May 31, 2021USD ($) | Apr. 14, 2021USD ($)$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Sep. 22, 2020$ / shares | Jun. 05, 2020$ / shares | Sep. 30, 2019$ / sharesshares |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Debt instrument, face amount | $ 40,000 | $ 40,000 | ||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | ||||||||||||||
Preferred stock, shares authorized | shares | 26,667 | 26,667 | ||||||||||||||
Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares transferred to investors | shares | ||||||||||||||||
Stock Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants outstanding | shares | 856,674,588 | 856,674,588 | ||||||||||||||
Warrant exercise price | $ / shares | $ 0.0025 | |||||||||||||||
Subsequent Event [Member] | Avant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Plaintiffs amount | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Preferred stock, shares authorized | shares | 1,000 | |||||||||||||||
Stated value of preferred stock | $ / shares | $ 2,000 | |||||||||||||||
Dividend rate | 8.00% | |||||||||||||||
Dividend description | Dividends shall be paid within 15 days after the end of each month ("Dividend Payment Date"), at the option of the Holder in cash or through the issuance of shares of Common Stock. | |||||||||||||||
Conversion of preferred stock | Each share of Series F Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the Conversion Price which is the lesser of: (i) $0.00313 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series F Certificate of Designation. Provided, however, the Conversion Price shall never be less than $0.0016. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus additional amount by the Conversion Price. | |||||||||||||||
Subsequent Event [Member] | OncBioMune Sub Inc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares transferred to investors | shares | 10,000 | |||||||||||||||
Subsequent Event [Member] | Subscription Agreement [Member] | Fourteen Accredited Investors [Member] | Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sale of stock issued | shares | 431,309,904 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Sale of stock price per share | $ / shares | $ 0.00313 | |||||||||||||||
Aggregate purchase price | $ 1,350,000 | |||||||||||||||
Subsequent Event [Member] | Promissory Note Agreement [Member] | Jeffrey Busch [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||
Proceeds from related party debt | $ 100,000 | |||||||||||||||
Debt instrument, interest rate | 1.00% | |||||||||||||||
Debt instrument, maturity date | Apr. 1, 2022 | |||||||||||||||
Prepaymet percentage of outstanding principal and accrued interest | 1.00% | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Stock Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrant exercise price | $ / shares | $ 0.00313 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Stock Warrants [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Warrants outstanding | shares | 63,897,764 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Sale of stock issued | shares | 500 | |||||||||||||||
Aggregate investment amount | $ 1,000,000 | |||||||||||||||
Stated value of preferred stock | $ / shares | $ 2,000 | |||||||||||||||
Dividend rate | 8.00% | |||||||||||||||
Conversion of preferred stock | The number of shares of common stock issuable upon conversion of the Series F Preferred is determined by dividing the stated value of the number of shares being converted, plus any accrued and unpaid dividends, by the lesser of: (i) $0.00313 and (ii) 75% of the average closing price of the Company's common stock during the prior five trading days; provided, however, the conversion price shall never be less than $0.0016. In addition, the investor was issued a Warrant to purchase an amount of common stock equal to 20% of the shares of common stock issuable upon conversion of the Series F Preferred at an exercise price of $0.00313 per share (subject to adjustment as provided therein) until July 30, 2026. | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | |||||||||||||||
Original issuance discount | $ 15,800 | |||||||||||||||
Debt instrument, interest rate | 8.00% | |||||||||||||||
Debt instrument, maturity date | May 12, 2026 | |||||||||||||||
Prepaymet percentage of outstanding principal and accrued interest | 110.00% | |||||||||||||||
Default interest rate | 10.00% | |||||||||||||||
Debt instrument, convertible conversion price | $ / shares | $ 0.00313 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | First Tranche [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from related party debt | $ 333,334 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | Second Tranche [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from related party debt | $ 333,333 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | Third Tranche [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Proceeds from related party debt | $ 333,333 | |||||||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Stock Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Aggregate investment amount | $ 1,000,000 | |||||||||||||||
Fair value of warrants | $ 984,200 | |||||||||||||||
Number of stock | shares | 63,897,764 | |||||||||||||||
Subsequent Event [Member] | Lease Amendment [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Area of land | ft² | 4,734 | |||||||||||||||
Monthly rent, description | The Company must pay a monthly base rent of; (i) $5,660 for the year from 3/1/25 to 2/28/26 and (ii) $5,829 for each year thereafter. In addition, the Company must pay a monthly base rent for the Expanded Premises of; (i) $4,537 in the first year; (ii) $4,673 in the second year; (iii) $4,813 in the third year; (iv) $4,957 in the fourth year and; (v) $5,106 in the fifth year. |