Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2021 | Sep. 22, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-52218 | |
Entity Registrant Name | Theralink Technologies, Inc. | |
Entity Central Index Key | 0001362703 | |
Entity Tax Identification Number | 20-2590810 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 15000 W. 6th Avenue | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Golden | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80401 | |
City Area Code | (720) | |
Local Phone Number | 420-0074 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
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 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
CURRENT ASSETS: | ||
Cash | $ 79,677 | $ 1,779,283 |
Accounts receivable | 149,938 | |
Other receivable | 18,854 | 15,000 |
Prepaid expenses and other current assets | 141,534 | 191,253 |
Marketable securities | 7,500 | 11,100 |
Laboratory supplies | 34,868 | 71,335 |
Deferred financing cost | 333,333 | |
Total Current Assets | 765,704 | 2,067,971 |
OTHER ASSETS: | ||
Property and equipment, net | 725,830 | 744,822 |
Finance right-of-use assets, net | 122,915 | 157,691 |
Operating right-of-use asset, net | 178,458 | 206,203 |
Security deposits | 20,909 | 19,464 |
Total Assets | 1,813,816 | 3,196,151 |
CURRENT LIABILITIES: | ||
Accounts payable | 869,601 | 617,218 |
Accrued liabilities | 93,342 | 56,728 |
Accrued compensation | 143,309 | 32,791 |
Accrued director compensation | 117,500 | 72,500 |
Deferred revenue | 148,550 | |
Convertible debt - related party, net of discount | 14,116 | |
Notes payable - related party | 100,000 | |
Notes payable - current | 1,000 | 1,000 |
Financing lease liability - current | 46,289 | 42,234 |
Operating lease liability - current | 40,716 | 35,943 |
Insurance payable | 6,654 | 63,675 |
Subscription payable | 1,350,000 | |
Contingent liabilities | 69,440 | 64,040 |
Assumed liabilities of discontinued operations | 204,608 | |
Total Current Liabilities | 3,000,517 | 1,190,737 |
LONG-TERM LIABILITIES: | ||
Financing lease liability | 100,873 | 136,116 |
Operating lease liability | 145,757 | 176,893 |
Total Liabilities | 3,247,147 | 1,503,746 |
Series E preferred stock; $0.0001 par value; 2,000 authorized; 1,000 issued and outstanding at June 30, 2021 and September 30, 2020 | 2,000,000 | 2,000,000 |
STOCKHOLDERS’ DEFICIT: | ||
Common stock: $0.0001 par value, 12,000,000,000 shares authorized; 5,124,164,690 issued and outstanding at June 30, 2021 and September 30, 2020 | 512,416 | 512,416 |
Additional paid-in capital | 43,368,077 | 42,367,577 |
Accumulated deficit | (47,313,824) | (43,187,588) |
Total Stockholders’ Deficit | (3,433,331) | (307,595) |
Total Liabilities and Stockholders’ Deficit | 1,813,816 | 3,196,151 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series C-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series D-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series D-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2021 | Sep. 30, 2020 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 26,667 | 26,667 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 |
Common stock, shares issued | 5,124,164,690 | 5,124,164,690 |
Common stock, shares outstanding | 5,124,164,690 | 5,124,164,690 |
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 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
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 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUES, NET | $ 278,925 | $ 24,886 | $ 415,029 | $ 75,896 |
COST OF REVENUE | 69,253 | 7,422 | 99,298 | 23,421 |
GROSS PROFIT | 209,672 | 17,464 | 315,731 | 52,475 |
OPERATING EXPENSES: | ||||
Professional fees | 243,517 | 322,921 | 654,736 | 470,638 |
Consulting fee - related party | 8,650 | 64,125 | ||
Compensation expense | 532,414 | 372,610 | 1,654,693 | 822,329 |
Licensing fees | 39,172 | 12,750 | 100,364 | 38,920 |
General and administrative expenses | 589,463 | 258,277 | 2,069,942 | 636,838 |
Total Operating Expenses | 1,404,566 | 975,208 | 4,479,735 | 2,032,850 |
LOSS FROM OPERATIONS | (1,194,894) | (957,744) | (4,164,004) | (1,980,375) |
OTHER INCOME (EXPENSE): | ||||
Interest expense | (26,993) | (7,844) | (43,679) | (23,715) |
Gain on debt extinguishment, net | 108,060 | 227,294 | 108,060 | |
Unrealized loss on marketable securities | (3,900) | (4,900) | (3,600) | (11,200) |
Unrealized (gain) loss on exchange rate | 60,075 | (22,686) | 60,075 | |
Other income | 10,000 | 10,000 | ||
Total Other Income (Expense), net | (30,893) | 165,391 | 157,329 | 143,220 |
NET LOSS | (1,225,787) | (792,353) | (4,006,675) | (1,837,155) |
Series E preferred stock dividend | 39,890 | 119,561 | ||
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (1,185,897) | $ (792,353) | $ (3,887,114) | $ (1,837,155) |
NET LOSS PER COMMON SHARE: | ||||
Basic and Diluted | $ 0 | $ (2.04) | $ 0 | $ (19.19) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and Diluted | 5,550,559,312 | 388,333 | 5,306,754,829 | 95,753 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total | Preferred Stock Series A [Member] | Preferred Stock Series C-1 [Member] | Preferred Stock Series C-2 [Member] | Preferred Stock Series D-1 [Member] | Preferred Stock Series D-2 [Member] |
Beginning balance, value at Sep. 30, 2019 | $ 37,378,841 | $ (38,011,201) | $ (632,360) | |||||||
Beginning 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) | ||||||||
Ending balance, value at Dec. 31, 2019 | 40,095,210 | (38,552,573) | 1,542,637 | |||||||
Ending balance, shares at Dec. 31, 2019 | 999 | |||||||||
Beginning balance, value at Sep. 30, 2019 | 37,378,841 | (38,011,201) | (632,360) | |||||||
Beginning balance, shares at Sep. 30, 2019 | 992 | |||||||||
Net loss | (1,837,155) | |||||||||
Ending balance, value at Jun. 30, 2020 | $ 140 | 40,891,726 | (39,848,356) | 1,043,510 | ||||||
Ending balance, shares at Jun. 30, 2020 | 1,398,070 | 667 | 2,966 | 4,917 | 1,000 | 4,121 | ||||
Beginning balance, value at Dec. 31, 2019 | 40,095,210 | (38,552,573) | 1,542,637 | |||||||
Beginning balance, shares at Dec. 31, 2019 | 999 | |||||||||
Preferred stock issued for cash | 390,000 | 390,000 | ||||||||
Preferred stock issued for cash, shares | 1 | |||||||||
Preferred stock issued upon conversion of accrued liabilities - related party | 160,000 | 160,000 | ||||||||
Net loss | (503,430) | (503,430) | ||||||||
Ending balance, value at Mar. 31, 2020 | 40,645,210 | (39,056,003) | 1,589,207 | |||||||
Ending balance, shares at Mar. 31, 2020 | 1,000 | |||||||||
Recapitalization resulting from the Asset Sale Transaction (see Note 3) | $ 140 | 246,516 | 246,656 | |||||||
Recapitalization resulting from the Asset Sale Transaction (see Note 3), shares | 1,398,070 | 667 | 2,966 | 4,917 | 4,121 | |||||
Net loss | (792,353) | (792,353) | ||||||||
Ending balance, value at Jun. 30, 2020 | $ 140 | 40,891,726 | (39,848,356) | 1,043,510 | ||||||
Ending balance, shares at Jun. 30, 2020 | 1,398,070 | 667 | 2,966 | 4,917 | 1,000 | 4,121 | ||||
Beginning balance, value at Sep. 30, 2020 | $ 512,416 | 42,367,577 | (43,187,588) | (307,595) | ||||||
Beginning balance, shares at Sep. 30, 2020 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
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) | ||||||||
Ending balance, value at Dec. 31, 2020 | $ 512,416 | 42,368,077 | (44,647,582) | (1,767,089) | ||||||
Ending balance, shares at Dec. 31, 2020 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
Beginning balance, value at Sep. 30, 2020 | $ 512,416 | 42,367,577 | (43,187,588) | (307,595) | ||||||
Beginning balance, shares at Sep. 30, 2020 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
Series E preferred stock dividend | (119,561) | |||||||||
Net loss | (4,006,675) | |||||||||
Ending balance, value at Jun. 30, 2021 | $ 512,416 | 43,368,077 | (47,313,824) | (3,433,331) | ||||||
Ending balance, shares at Jun. 30, 2021 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 512,416 | 42,368,077 | (44,647,582) | (1,767,089) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
Series E preferred stock dividend | (39,452) | (39,452) | ||||||||
Net loss | (1,361,113) | (1,361,113) | ||||||||
Ending balance, value at Mar. 31, 2021 | $ 512,416 | 42,368,077 | (46,048,147) | (3,167,654) | ||||||
Ending balance, shares at Mar. 31, 2021 | 5,124,164,690 | 667 | 2,966 | 4,917 | ||||||
Beneficial conversion feature related to a convertible note - related party recorded as debt discount | 15,800 | 15,800 | ||||||||
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount | 984,200 | 984,200 | ||||||||
Series E preferred stock dividend | (39,890) | (39,890) | ||||||||
Net loss | (1,225,787) | (1,225,787) | ||||||||
Ending balance, value at Jun. 30, 2021 | $ 512,416 | $ 43,368,077 | $ (47,313,824) | $ (3,433,331) | ||||||
Ending balance, shares at Jun. 30, 2021 | 5,124,164,690 | 667 | 2,966 | 4,917 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss | $ (4,006,675) | $ (1,837,155) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 138,632 | 57,060 |
Lease cost | 1,382 | 5,975 |
Amortization of debt discount | 14,116 | |
Gain on debt extinguishment, net | (227,294) | (108,060) |
Unrealized (gain) loss on exchange rate | 22,686 | (60,075) |
Unrealized loss on marketable securities | 3,600 | 11,200 |
Change in operating assets and liabilities: | ||
Accounts receivable | (149,938) | (20,975) |
Laboratory supplies | 36,467 | |
Prepaid expenses and other current assets | 44,420 | (116,219) |
Accounts payable | 252,383 | (212,840) |
Accrued liabilities and other liabilities | 20,950 | (70,734) |
Deferred revenue | 148,550 | |
NET CASH USED IN OPERATING ACTIVITIES | (3,700,721) | (2,351,823) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Adjustment related to Series A preferred prior period redemption payment | 500 | |
Cash acquired from the Asset Sale Transaction (see Note 3) | 675,928 | |
Purchase of property and equipment | (116,052) | (495,557) |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (115,552) | 180,371 |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of preferred stock | 2,590,000 | |
Proceeds from deposits from sale of common stock | 1,350,000 | |
Proceeds from convertible debt - related party | 666,667 | |
Proceeds of notes payable - related party | 100,000 | |
Repayment of related party advances, net | (20,000) | |
Repayment of convertible debt | (24,759) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 2,116,667 | 2,545,241 |
NET CHANGE IN CASH | (1,699,606) | 373,789 |
CASH, beginning of the period | 1,779,283 | 560,407 |
CASH, end of the period | 79,677 | 934,196 |
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 | |
Preferred stock issued upon conversion of accrued liabilities - related party | 160,000 | |
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount | 984,200 | |
Beneficial conversion feature related to a convertible note - related party recorded as debt discount | 15,800 | |
Net assets acquired from Asset Sale Transaction (see Note 3) | ||
Cash | 675,928 | |
Prepaid expense and other current assets | 17,539 | |
Accounts payable and other liabilities | (40,149) | |
Liabilities of discontinued operations | (406,662) | |
Net assets acquired | $ 246,656 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Jun. 30, 2021 | |
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 54.55 6,666,667 12,000,000,000 5,081,550,620 . 54.55 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021. All intercompany transactions and balances have been eliminated. 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 $ 4,006,675 3,700,721 47,313,824 3,433,331 2,234,813 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 nine months ended June 30, 2021 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 June 30, 2021. 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 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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. As of September 30, 2020, the cash balance of $ 1,538,951 Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of June 30, 2021 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 five years 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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. In January 2021, the Company began performing tumor profiling to support clinical patient therapeutic intervention. 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. The revenue from the tumor profiling services was not significant and management had not identified any disaggregation of revenue. Cost of Revenue The cost of revenue consists of the 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 June 30, 2021, the Company generated total revenue of $ 278,925 56 18 14 24,886 For the nine months ended June 30, 2021, the Company generated total revenue of $ 415,029 38 14 13 75,896 Concentration of Accounts Receivable As of June 30, 2021, the Company had accounts receivable of $ 149,938 52 16 13 13 no Concentration of Deferred Revenue As of June 30, 2021, the Company had deferred revenue of $ 148,550 48 22 16 no THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 June 30, 2021 and 2020 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2021 2020 Stock warrants 920,572,535 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series D-1 preferred stock — 5,081,550,620 Series D-2 preferred stock — 41,216,000 Series E preferred stock 533,333,333 — 2,632,749,776 7,158,285,116 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 no no 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 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 | 9 Months Ended |
Jun. 30, 2021 | |
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 physician 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 54.55 6,666,667 12,000,000,000 5,081,550,620 “Accounting for the Asset Sale Transaction”. 54.55 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 54.55 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 1,000 246,656 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 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 unrealized (loss) on exchange rate of $ 0 and $ (22,686) during the three and nine months ended June 30, 2021, respectively. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) During the three and nine months ended June 30, 2021, $ 0 and $ 227,294 of the assumed liabilities of discontinued operations were written-off, in accordance with ASC 405-20-40-1b, were recorded as a gain on debt extinguishment on the accompanying condensed consolidated statement of operations. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 – MARKETABLE SECURITIES During the fiscal year ended 2017, the Company acquired 1,000,000 40,980 3,900 3,600 7,500 11,100 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Jun. 30, 2021 | |
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: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated June 30, September 30, (Unaudited) Laboratory equipment 5 $ 470,158 $ 404,628 Furniture 5 24,567 13,367 Leasehold improvements 5 347,809 347,809 Computer equipment 3 61,194 53,060 Property and equipment, gross 903,728 818,864 Less accumulated depreciation (177,898 ) (74,042 ) Property and equipment, net $ 725,830 $ 744,822 For the three and nine months ended June 30, 2021, depreciation expense related to property and equipment amounted to $ 34,879 103,856 |
DEBT
DEBT | 9 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 – DEBT Convertible Debt – Related Party 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 (see Note 11). 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 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 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. As of June 30, 2021, the Note has an outstanding principal of $ 666,667 and accrued interest of $ 5,626 . 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 (see Note 9). The Warrants are exercisable for cash at any time. The Warrant was valued at $ 984,200 using the relative fair value method which was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a beneficial conversion feature (“BCF”) in the amount of $ 15,800 which was recorded as a debt discount which is being amortized over the life of the Note. The debt discount totaled $ 1,000,000 of which $ 666,667 was recorded as a debt discount equal to the proceeds received as of June 30, 2021 and the remaining $ 333,333 was recorded as deferred financing cost which is equal to the proceeds received subsequent to June 30, 2021. During the three months ended June 30, 2021, the Company amortized $ 14,116 of the debt discount which is included in interest expense in the accompanying condensed consolidated balance sheet. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Note Payable - Related Party 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. As of June 30, 2021, the Note had an outstanding principal of $ 100,000 and accrued interest of $ 178 . Note 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 33.3 1,000 1,271 |
LEASE LIABILITIES
LEASE LIABILITIES | 9 Months Ended |
Jun. 30, 2021 | |
Lease Liabilities | |
LEASE LIABILITIES | NOTE 7 – LEASE LIABILITIES 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 assets (“Financing ROU”) is summarized below: SCHEDULE OF FINANCING RIGHT-OF-USE ASSETS June 30, September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (108,926 ) (74,150 ) Balance of Financing ROU assets $ 122,915 $ 157,691 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) For the three and nine months ended June 30, 2021, depreciation expense related to Financing ROU assets amounted to $ 11,592 34,776 Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCING LEASE LIABILITY June 30, 2021 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 (84,679 ) (53,491 ) Total 147,162 178,350 Less: short term portion (46,289 ) (42,234 ) Long term portion $ 100,873 $ 136,116 Future minimum lease payments under the financing lease agreements at June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF FINANCING LEASE Years ending September 30, Amount 2021 $ 15,315 2022 61,266 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 175,428 Less: discount to fair value (28,266 ) Total financing lease payable at June 30, 2021 $ 147,162 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 nine months ended June 30, 2021, lease costs amounted to $ 44,864 26,363 18,501 The significant assumption used to determine the present value of the lease liability was a discount rate of 12 Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET June 30, 2021 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Less accumulated reduction (52,879 ) (25,134 ) Balance of Operating ROU asset $ 178,458 $ 206,203 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY June 30, September 30, (Unaudited) Operating office lease $ 231,337 $ 231,337 Total operating lease liability 231,337 231,337 Reduction of operating lease liability (44,864 ) (18,501 ) Total 186,473 212,836 Less: short term portion (40,716 ) (35,943 ) Long term portion $ 145,757 $ 176,893 Future base lease payments under the non-cancellable operating lease at June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE Years ending September 30, Amount 2021 $ 15,080 2022 61,382 2023 63,236 2024 65,137 2025 27,474 Total minimum non-cancellable operating lease payments 232,309 Less: discount to fair value (45,836 ) Total operating lease liability at June 30, 2021 $ 186,473 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 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. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 8 – RELATED-PARTY TRANSACTIONS On May 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with an affiliated investor (the “Affiliated Investor”) to purchase a convertible note (the “Note”) and accompanying warrant (the “Warrant”) for an aggregate investment amount of $ 1,000,000 1,000,000 8 10 May 12, 2026 On April 26, 2021, the Company entered into Promissory Note Agreement (the “Note”) with Jeffrey Busch who serves as a member of the Board of Directors (“Lender”) for a principal amount of $ 100,000 100,000 On June 5, 2020, the Company entered into a consulting agreement with Mr. Kucharchuk, a member of the Board of Directors, to serve as a strategic advisor to the Company’s Chief Executive Officer. The agreement was effective for a period of six-months, commencing on June 5, 2020. On August 14, 2020, Mr. Kucharchuk was appointed as the acting Chief Financial Officer. Thereafter, the agreement renewed on a month-to-month basis by mutual agreement of the parties. On September 24, 2020, Mr. Kucharchuk resigned as the acting Chief Financial Officer of the Company. Subsequently, his consulting contract was cancelled in November of 2020. Pursuant to the agreement, Mr. Kucharchuk was compensation in the amount of $ 15,000 per month. During the nine months ended June 30, 2020, an 160,000 0.24 During the nine months ended June 30, 2020, the Company repaid $ 20,000 of outstanding advances to Dr. Ruxin. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Jun. 30, 2021 | |
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 0.0001 12,000,000,000 0.0001 Series A Preferred Stock On June 5, 2020, pursuant to the asset sale transaction and recapitalization (see Note 3), 667 As of June 30, 2021 and September 30, 2020, there were 667 Series C-1 Preferred Stock On June 5, 2020, pursuant to the asset sale and recapitalization transaction (see Note 3), 2,966.2212 As of June 30, 2021 and September 30, 2020, the Company had 2,966.2212 Series C-2 Preferred Stock On June 5, 2020, pursuant to the asset sale and recapitalization transaction (see Note 3), 4,916.865 As of June 30, 2021 and September 30, 2020, the Company had 4,916.865 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 0.0001 9,104.89 On September 24, 2020, the Company converted 1,000 5,081,550,620 Common Stock For the nine months ended June 30, 2020, the Company issued 7 shares of D-1 Preferred Stock for net proceeds of $ 2,590,000 For the nine months ended June 30, 2020, the Company issued 1 share of D-1 Preferred Stock in exchange for the settlement of certain accrued compensation valued at $ 459,154 160,000 As of June 30, 2021 and September 30, 2020, the Company had no Series D-2 Preferred Stock On June 5, 2020, the Company is deemed to have issued 4,121.64 As of June 30, 2021 and September 30, 2020, there was no THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 0.0001 2,000 ● 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 (y) ● 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 or the exercise price or conversion price of the securities sold. ● Holder of Series E Preferred Stock have no voting rights. During the three and nine months ended June 30, 2021, the Company also recorded dividends related to the Series E Preferred Stock in the amount of $ 39,890 119,561 39,998 6,120 condensed As of June 30, 2021, the Company had 1,000 the accompanying condensed consolidated balance sheet. Common Stock During the nine months ended June 30, 2021, the Company, entered into Subscription Agreements with several 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 . These shares of common stock were sold by the Company 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. As of June 30, 2021, this common stock has not been issued as the Company is unable to issue shares of common stock until it is current with all its SEC reporting requirements. Accordingly, the $1,350,000 is reflected in the accompanying condensed On September 24, 2020, the Company converted 1,000 5,081,550,620 Series D-1 Preferred Stock On September 24, 2020, the Company converted 4,121.64 41,216,000 Series D-2 Preferred Stock On June 5, 2020, the Company is deemed to have issued 1,398,070 As of June 30, 2021 and September 30, 2020, the Company had 5,124,164,690 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 June 30, 2021. 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, 3,043,638,781 110 no THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) Warrants In connection with the convertible note, the Company issued a Warrant to purchase up to 63,897,764 0.00313 984,200 In November 2019, in connection with the sale of series D-1 preferred stock, the Company issued certain warrants to a subscriber. On June 5, 2020, in connection with the Asset Sale Transaction and recapitalization, the company issued 656,674,588 0.00214 November 27, 2024 On June 5, 2020 in connection with the Asset Sale Transaction and the recapitalization transaction, the Company 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 30 0.0025 September 5, 2025 As of June 30, 2021, the Company had 920,572,535 Warrants activities for the nine months ended June 30, 2021 is summarized as follows: SCHEDULE OF WARRANT ACTIVITIES 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 $ 0.0020 4.59 $ — Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 63,897,764 0.0031 4.87 — Balance Outstanding at June 30, 2021 920,572,535 $ 0.0023 3.68 $ — Exercisable at June 30, 2021 720,572,535 $ 0.0022 3.54 $ — |
COMMITMENT AND CONTINGENCIES
COMMITMENT AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2021 | |
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 agreement 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 June 30, 2021, 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 agreement 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 June 30, 2021, 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 June 30, 2021 and September 30, 2020, the Company has accrued director compensation of $ 117,500 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 June 30, 2021, 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 June 30, 2021, 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 June 30, 2021, 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 June 30, 2021, 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 June 30, 2021, 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 June 30, 2021 and September 30, 2020, the Company has accrued royalty fees of $ 1,455 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 10 %) will be payable upon sublicensing. As of June 30, 2021 and September 30, 2020, the Company has accrued royalty fees of $ 23,580 and $ 19,834 , respectively, reflected in the accompanying condensed THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 June 30, 2021, these stock options had not yet been granted by the Company. Lease 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 (see Note 7). 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 in the Lease Amendment. 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. 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 June 30, 2021 and September 30, 2020, the Company recorded a contingent liability of $ 69,440 64,040 40,000 29,440 24,040 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Subsequent to June 30, 2021, the Company received the third tranche of the convertible debt in the amount of $ 333,333 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 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 0.0001 2,000 ● 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 ● 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 additional amount 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 the 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 as of 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 the preferences as 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 their 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 0.00313 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) | 9 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021. All intercompany transactions and balances have been eliminated. 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 $ 4,006,675 3,700,721 47,313,824 3,433,331 2,234,813 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) 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 nine months ended June 30, 2021 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 June 30, 2021. 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 THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) |
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. As of September 30, 2020, the cash balance of $ 1,538,951 |
Prepaid Assets | Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of June 30, 2021 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 five years |
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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) |
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. In January 2021, the Company began performing tumor profiling to support clinical patient therapeutic intervention. 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. The revenue from the tumor profiling services was not significant and management had not identified any disaggregation of revenue. |
Cost of Revenue | Cost of Revenue The cost of revenue consists of the 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 June 30, 2021, the Company generated total revenue of $ 278,925 56 18 14 24,886 For the nine months ended June 30, 2021, the Company generated total revenue of $ 415,029 38 14 13 75,896 Concentration of Accounts Receivable As of June 30, 2021, the Company had accounts receivable of $ 149,938 52 16 13 13 no Concentration of Deferred Revenue As of June 30, 2021, the Company had deferred revenue of $ 148,550 48 22 16 no THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) |
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 June 30, 2021 and 2020 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2021 2020 Stock warrants 920,572,535 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series D-1 preferred stock — 5,081,550,620 Series D-2 preferred stock — 41,216,000 Series E preferred stock 533,333,333 — 2,632,749,776 7,158,285,116 |
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 no no |
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 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. THERALINK TECHNOLOGIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2021 (UNAUDITED) |
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) | 9 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2021 2020 Stock warrants 920,572,535 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series D-1 preferred stock — 5,081,550,620 Series D-2 preferred stock — 41,216,000 Series E preferred stock 533,333,333 — 2,632,749,776 7,158,285,116 |
ASSET SALE AND RECAPITALIZATI_2
ASSET SALE AND RECAPITALIZATION TRANSACTION (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES IN TRANSACTION | 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) | 9 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Estimated June 30, September 30, (Unaudited) Laboratory equipment 5 $ 470,158 $ 404,628 Furniture 5 24,567 13,367 Leasehold improvements 5 347,809 347,809 Computer equipment 3 61,194 53,060 Property and equipment, gross 903,728 818,864 Less accumulated depreciation (177,898 ) (74,042 ) Property and equipment, net $ 725,830 $ 744,822 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Lease Liabilities | |
SCHEDULE OF FINANCING RIGHT-OF-USE ASSETS | Financing lease right-of-use assets (“Financing ROU”) is summarized below: SCHEDULE OF FINANCING RIGHT-OF-USE ASSETS June 30, September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (108,926 ) (74,150 ) Balance of Financing ROU assets $ 122,915 $ 157,691 |
SCHEDULE OF FINANCING LEASE LIABILITY | Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCING LEASE LIABILITY June 30, 2021 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 (84,679 ) (53,491 ) Total 147,162 178,350 Less: short term portion (46,289 ) (42,234 ) Long term portion $ 100,873 $ 136,116 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF FINANCING LEASE | Future minimum lease payments under the financing lease agreements at June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF FINANCING LEASE Years ending September 30, Amount 2021 $ 15,315 2022 61,266 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 175,428 Less: discount to fair value (28,266 ) Total financing lease payable at June 30, 2021 $ 147,162 |
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET | Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET June 30, 2021 September 30, 2020 (Unaudited) Operating office lease $ 231,337 $ 231,337 Less accumulated reduction (52,879 ) (25,134 ) Balance of Operating ROU asset $ 178,458 $ 206,203 |
SCHEDULE OF OPERATING LEASE LIABILITY | Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY June 30, September 30, (Unaudited) Operating office lease $ 231,337 $ 231,337 Total operating lease liability 231,337 231,337 Reduction of operating lease liability (44,864 ) (18,501 ) Total 186,473 212,836 Less: short term portion (40,716 ) (35,943 ) Long term portion $ 145,757 $ 176,893 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE | Future base lease payments under the non-cancellable operating lease at June 30, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE Years ending September 30, Amount 2021 $ 15,080 2022 61,382 2023 63,236 2024 65,137 2025 27,474 Total minimum non-cancellable operating lease payments 232,309 Less: discount to fair value (45,836 ) Total operating lease liability at June 30, 2021 $ 186,473 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANT ACTIVITIES | Warrants activities for the nine months ended June 30, 2021 is summarized as follows: SCHEDULE OF WARRANT ACTIVITIES 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 $ 0.0020 4.59 $ — Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 63,897,764 0.0031 4.87 — Balance Outstanding at June 30, 2021 920,572,535 $ 0.0023 3.68 $ — Exercisable at June 30, 2021 720,572,535 $ 0.0022 3.54 $ — |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - shares | Sep. 24, 2020 | Jun. 05, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 05, 2021 | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 21, 2020 | Jun. 04, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 6,666,667 | ||||||
Asset sale transaction percentage | 54.55% | |||||||||
Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued during period | ||||||||||
Series D-1 Preferred Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Conversion of common stock shares converted | 5,081,550,620 | |||||||||
Asset Purchase Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Asset sale transaction percentage | 54.55% | |||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Conversion of common stock shares converted | 5,081,550,620 | 5,081,550,620 | ||||||||
Asset Purchase Agreement [Member] | Series D-1 Preferred Stock [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of shares issued during period | 1,000 | |||||||||
Acquisition percentage of issued and outstanding | 54.55% | |||||||||
Common stock, shares authorized | 12,000,000,000 | 6,666,667 |
SCHEDULE OF ANTI-DILUTIVE SHARE
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING (Details) - shares | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 2,632,749,776 | 7,158,285,116 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 920,572,535 | 856,674,588 |
Series C-1 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 445,301,289 | 445,301,289 |
Series C-2 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 733,542,619 | 733,542,619 |
Series D-1 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 5,081,550,620 | |
Series D-2 Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 41,216,000 | |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 533,333,333 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Product Information [Line Items] | ||||||||||
Net loss | $ 1,225,787 | $ 1,361,113 | $ 1,419,775 | $ 792,353 | $ 503,430 | $ 541,372 | $ 4,006,675 | $ 1,837,155 | ||
Net cash used in operations | 3,700,721 | 2,351,823 | ||||||||
Accumulated deficit | 47,313,824 | 47,313,824 | $ 43,187,588 | |||||||
Stockholders' equity | 3,433,331 | $ 3,167,654 | $ 1,767,089 | (1,043,510) | $ (1,589,207) | $ (1,542,637) | 3,433,331 | (1,043,510) | 307,595 | $ 632,360 |
Working capital deficit | 2,234,813 | 2,234,813 | ||||||||
Cash balances in excess of FDIC insured | 1,538,951 | |||||||||
Revenues | 278,925 | $ 24,886 | 415,029 | 75,896 | ||||||
Allowance for doubtful accounts | 149,938 | 149,938 | 0 | |||||||
Deferred revenue | 148,550 | 148,550 | ||||||||
Uncertain tax portion | $ 0 | 0 | $ 0 | |||||||
Interest and penalties | $ 0 | |||||||||
One Customer [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenues | $ 24,886 | |||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 56.00% | 38.00% | ||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 18.00% | 14.00% | ||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 14.00% | 13.00% | ||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 52.00% | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 16.00% | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 13.00% | |||||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 13.00% | |||||||||
Deferred Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 48.00% | |||||||||
Deferred Revenue [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 22.00% | |||||||||
Deferred Revenue [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration percentage | 16.00% | |||||||||
Minimum [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Estimated useful lives | 3 years | |||||||||
Maximum [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Estimated useful lives | 5 years |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES IN TRANSACTION (Details) | Jun. 30, 2021USD ($) |
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 |
ASSET SALE AND RECAPITALIZATI_3
ASSET SALE AND RECAPITALIZATION TRANSACTION (Details Narrative) - USD ($) | Sep. 24, 2020 | Jun. 05, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 05, 2021 | Sep. 30, 2020 | Sep. 22, 2020 | Sep. 21, 2020 | Jun. 04, 2020 |
Business Acquisition [Line Items] | |||||||||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 6,666,667 | ||||||||
Asset sale transaction percentage | 54.55% | ||||||||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 60,075 | $ (22,686) | $ 60,075 | ||||||||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 0 | $ 227,294 | |||||||||||
Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued during period | |||||||||||||
Series D-1 Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of common stock shares converted | 5,081,550,620 | ||||||||||||
Series D-1 Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Sale of share issued on consideration | 1,000 | ||||||||||||
Fair value of asset acquired | $ 246,656 | ||||||||||||
Asset Purchase Agreement [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Asset sale transaction percentage | 54.55% | ||||||||||||
Asset Purchase Agreement [Member] | Avant [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition percentage of issued and outstanding | 54.55% | ||||||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Conversion of common stock shares converted | 5,081,550,620 | 5,081,550,620 | |||||||||||
Asset Purchase Agreement [Member] | Series D-1 Preferred Stock [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Number of shares issued during period | 1,000 | ||||||||||||
Acquisition percentage of issued and outstanding | 54.55% | ||||||||||||
Common stock, shares authorized | 12,000,000,000 | 6,666,667 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2017 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Unrealized gain on marketable securities | $ 3,900 | $ 4,900 | $ 3,600 | $ 11,200 | ||
Marketable securities | $ 7,500 | $ 7,500 | $ 11,100 | |||
Amarantus BioScience Holdings, Inc. [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Number of shares on acquisition | 1,000,000 | |||||
Fair value of acquisition | $ 40,980 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Line Items] | ||
Laboratory equipment | $ 470,158 | $ 404,628 |
Furniture | 24,567 | 13,367 |
Leasehold improvements | 347,809 | 347,809 |
Computer equipment | 61,194 | 53,060 |
Property and equipment, gross | 903,728 | 818,864 |
Less accumulated depreciation | (177,898) | (74,042) |
Property and equipment, net | $ 725,830 | $ 744,822 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life in Years | 3 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 34,879 | $ 103,856 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | May 12, 2021 | Apr. 26, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Sep. 30, 2017 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Jun. 05, 2020 |
Short-term Debt [Line Items] | ||||||||||
Loan principal | $ 40,000 | $ 40,000 | $ 40,000 | |||||||
Interest payable | 29,440 | 29,440 | 24,040 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0025 | |||||||||
Proceeds from Convertible Debt | 666,667 | |||||||||
Deferred Costs, Current | 333,333 | 333,333 | ||||||||
Amortization of Debt Discount (Premium) | 14,116 | |||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Loan principal | $ 1,000,000 | |||||||||
Debt instrument, interest rate | 8.00% | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||
Debt Instrument, Maturity Date | May 12, 2026 | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00313 | |||||||||
[custom:PrepaymetPercentageOfOutstandingPrincipalAndAccruedInterest-0] | 110.00% | |||||||||
Notes Payable | 666,667 | 666,667 | ||||||||
Interest payable | 5,626 | 5,626 | ||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 15,800 | |||||||||
Debt Instrument, Unamortized Discount | 1,000,000 | 1,000,000 | ||||||||
Proceeds from Convertible Debt | 666,667 | |||||||||
Deferred Costs, Current | $ 333,333 | |||||||||
Amortization of Debt Discount (Premium) | 14,116 | |||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | First Tranche [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Proceeds from Related Party Debt | $ 333,334 | |||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | Second Tranche [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Proceeds from Related Party Debt | 333,333 | |||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | Third Tranche [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Proceeds from Related Party Debt | $ 333,333 | |||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 984,200 | |||||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Investors [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 63,897,764 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00313 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 984,200 | |||||||||
Promissory Note Agreement [Member] | Jeffrey Busch [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Loan principal | $ 100,000 | |||||||||
Debt instrument, interest rate | 1.00% | |||||||||
Debt Instrument, Maturity Date | Apr. 1, 2022 | |||||||||
Proceeds from Related Party Debt | $ 100,000 | |||||||||
[custom:PrepaymetPercentageOfOutstandingPrincipalAndAccruedInterest-0] | 1.00% | |||||||||
Notes Payable | 100,000 | 100,000 | ||||||||
Interest payable | 178 | 178 | ||||||||
Loan Agreement [Member] | ||||||||||
Short-term Debt [Line Items] | ||||||||||
Loan principal | 1,000 | 1,000 | ||||||||
Debt instrument, interest rate | 33.30% | |||||||||
Interest payable | $ 1,271 | $ 1,271 | ||||||||
Proceeds from borrowed loans | $ 1,000 |
SCHEDULE OF FINANCING RIGHT-OF-
SCHEDULE OF FINANCING RIGHT-OF-USE ASSETS (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
Financing ROU assets | $ 231,841 | $ 231,841 |
Less accumulated depreciation | (108,926) | (74,150) |
Balance of Financing ROU assets | $ 122,915 | $ 157,691 |
SCHEDULE OF FINANCING LEASE LIA
SCHEDULE OF FINANCING LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
Financing lease payables for equipment | $ 231,841 | $ 231,841 |
Total financing lease payables | 231,841 | 231,841 |
Payments of financing lease liabilities | (84,679) | (53,491) |
Total | 147,162 | 178,350 |
Less: short term portion | (46,289) | (42,234) |
Long term portion | $ 100,873 | $ 136,116 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF FINANCING LEASE (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
2021 | $ 15,315 | |
2022 | 61,266 | |
2023 | 53,787 | |
2024 | 40,875 | |
2025 | 4,185 | |
Total minimum financing lease payments | 175,428 | |
Less: discount to fair value | (28,266) | |
Total financing lease payable at June 30, 2021 | $ 147,162 | $ 178,350 |
SCHEDULE OF OPERATING RIGHT-OF-
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
Operating office lease | $ 231,337 | $ 231,337 |
Less accumulated reduction | (52,879) | (25,134) |
Balance of Operating ROU asset | $ 178,458 | $ 206,203 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
Operating office lease | $ 231,337 | $ 231,337 |
Total operating lease liability | 231,337 | 231,337 |
Reduction of operating lease liability | (44,864) | (18,501) |
Total | 186,473 | 212,836 |
Less: short term portion | (40,716) | (35,943) |
Long term portion | $ 145,757 | $ 176,893 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Lease Liabilities | ||
2021 | $ 15,080 | |
2022 | 61,382 | |
2023 | 63,236 | |
2024 | 65,137 | |
2025 | 27,474 | |
Total minimum non-cancellable operating lease payments | 232,309 | |
Less: discount to fair value | (45,836) | |
Total operating lease liability at June 30, 2021 | $ 186,473 | $ 212,836 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | Jun. 10, 2021ft² | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021USD ($) | Sep. 30, 2020USD ($) |
Lease Expiration Date | Feb. 28, 2025 | ||||||||
Depreciation expense financing ROU asset | $ 11,592 | $ 34,776 | |||||||
Right-of-use assets | 178,458 | 178,458 | $ 206,203 | ||||||
Lease liabilities | $ 186,473 | 186,473 | $ 212,836 | ||||||
Lease cost | 44,864 | ||||||||
Base lease cost | 26,363 | ||||||||
Lease other expense | $ 18,501 | ||||||||
Operating discount rates | 12.00% | 12.00% | |||||||
[custom:MonthlyRentDescriptions] | 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. | ||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Right-of-use assets | $ 231,337 | $ 231,337 | |||||||
Lease liabilities | $ 231,337 | $ 231,337 | |||||||
Minimum [Member] | |||||||||
Lessee, Finance Lease, Discount Rate | 8.00% | 8.00% | |||||||
Maximum [Member] | |||||||||
Lessee, Finance Lease, Discount Rate | 15.00% | 15.00% | |||||||
Financing Agreement [Member] | First Lessor [Member] | |||||||||
Payments for Rent | $ 379 | ||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | months commencing in November 2018 through | ||||||||
Lease Expiration Date | Oct. 31, 2023 | ||||||||
Finance Lease, Principal Payments | $ 16,064 | ||||||||
Financing Agreement [Member] | Second Lessor [Member] | |||||||||
Payments for Rent | $ 1,439 | ||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | months commencing in November 2018 through | ||||||||
Lease Expiration Date | Oct. 31, 2023 | ||||||||
Finance Lease, Principal Payments | $ 62,394 | ||||||||
Financing Agreement [Member] | Third Lessor [Member] | |||||||||
Payments for Rent | $ 1,496 | ||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | months commencing in March 2019 through | ||||||||
Lease Expiration Date | Apr. 30, 2021 | ||||||||
Finance Lease, Principal Payments | $ 64,940 | ||||||||
Financing Agreement [Member] | Fourth Lessor [Member] | |||||||||
Payments for Rent | $ 397 | ||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | months commencing in August 2019 through | ||||||||
Lease Expiration Date | Aug. 31, 2024 | ||||||||
Finance Lease, Principal Payments | $ 19,622 | ||||||||
Financing Agreement [Member] | Fifth Lessor [Member] | |||||||||
Payments for Rent | $ 1,395 | ||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | months commencing in January 2020 through | ||||||||
Lease Expiration Date | Dec. 31, 2024 | ||||||||
Finance Lease, Principal Payments | $ 68,821 | ||||||||
Lease Agreement [Member] | |||||||||
Lessor, Operating Lease, Term of Contract | 60 months | ||||||||
Lessee, Operating Lease, Description | The lease is for a period of 60 months, with an option to extend, commencing in February 2020 and expiring in | ||||||||
Lease Expiration Date | Feb. 28, 2025 | ||||||||
Lease Agreement [Member] | First Year [Member] | |||||||||
Payments for Rent | $ 4,878 | ||||||||
Lease Agreement [Member] | Second Year [Member] | |||||||||
Payments for Rent | 5,026 | ||||||||
Lease Agreement [Member] | Third Year [Member] | |||||||||
Payments for Rent | 5,179 | ||||||||
Lease Agreement [Member] | Fourth Year [Member] | |||||||||
Payments for Rent | 5,335 | ||||||||
Lease Agreement [Member] | Fifth Year [Member] | |||||||||
Payments for Rent | $ 5,495 | ||||||||
Lease Amendment [Member] | |||||||||
Area of land | ft² | 4,734 | ||||||||
[custom:MonthlyRentDescriptions] | 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) $5,106 in the fifth year. |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | May 12, 2021 | Apr. 26, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | Jun. 05, 2020 |
Related Party Transaction [Line Items] | ||||||||
Loan principal | $ 40,000 | $ 40,000 | $ 40,000 | |||||
Consulting fees | $ 243,517 | $ 322,921 | 654,736 | $ 470,638 | ||||
Repayments of Related Party Debt | 20,000 | |||||||
Series D-1 Preferred [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting fees | $ 160,000 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 0.24 | |||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan principal | $ 1,000,000 | |||||||
Debt instrument, interest rate | 8.00% | |||||||
Default interest rate | 10.00% | |||||||
Debt instrument, maturity date | May 12, 2026 | |||||||
Securities Purchase Agreement [Member] | Warrant [Member] | Investors [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate investment amount | $ 1,000,000 | |||||||
Promissory Note Agreement [Member] | Jeffrey Busch [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Loan principal | $ 100,000 | |||||||
Debt instrument, interest rate | 1.00% | |||||||
Debt instrument, maturity date | Apr. 1, 2022 | |||||||
Proceeds from notes payable | $ 100,000 | |||||||
Consulting Agreement [Member] | Mr. Kucharchuk [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to Officers or Stockholders | $ 15,000 |
SCHEDULE OF WARRANT ACTIVITIES
SCHEDULE OF WARRANT ACTIVITIES (Details) - Warrant [Member] - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, Outstanding Beginning balance | 856,674,588 | |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.0020 | |
Weighted Average Remaining Contractual Term (Years), Beginning Balance Outstanding | 4 years 7 months 2 days | |
Aggregate Intrinsic Value, Beginning Balance Outstanding | ||
Number of Warrants, Granted | 63,897,764 | |
Weighted Average Exercise Price, Granted | $ 0.0031 | |
Weighted Average Remaining Contractual Term (Years), Granted | 4 years 10 months 13 days | |
Aggregate Intrinsic Value, Granted | ||
Number of Warrants, Outstanding Ending balance | 920,572,535 | |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.0023 | |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 3 years 8 months 4 days | |
Aggregate Intrinsic Value, Ending Balance Outstanding | ||
Number of Warrants, Exercisable | 720,572,535 | |
Weighted Average Exercise Price, Exercisable | $ 0.0022 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingExercisableWeightedAverageRemainingContractualTerm1] | 3 years 6 months 14 days | |
Aggregate Intrinsic Value, Exercisable |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) | May 12, 2021USD ($)$ / sharesshares | Sep. 24, 2020shares | Sep. 24, 2020shares | Sep. 15, 2020$ / sharesshares | Jun. 05, 2020USD ($)Integer$ / sharesshares | Jun. 30, 2021USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 22, 2020$ / sharesshares | Sep. 21, 2020$ / sharesshares | May 18, 2020$ / sharesshares | Feb. 18, 2011shares |
Class of Stock [Line Items] | ||||||||||||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 12,000,000,000 | 6,666,667 | |||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | 26,667 | |||||||||||||
Proceeds from sale of stock | $ | $ 2,590,000 | $ 2,590,000 | ||||||||||||||
Accrued compensation | $ | 459,154 | |||||||||||||||
Sereis E preferred stock dividend | $ | $ 39,890 | $ 39,452 | $ 40,219 | |||||||||||||
Dividend payable | $ | $ 39,998 | 39,998 | $ 6,120 | |||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 1,350,000 | |||||||||||||||
Common stock, shares outstanding | 5,124,164,690 | 5,124,164,690 | 5,124,164,690 | |||||||||||||
Warrants exercise price | $ / shares | $ 0.0025 | |||||||||||||||
Warrant maturity date | Sep. 5, 2025 | |||||||||||||||
Warrant market capitalization | $ | $ 50,000,000 | |||||||||||||||
Consecutive trading days | Integer | 30 | |||||||||||||||
Equity Option [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | |||||||||||||||
Common stock were be reserved for issuance under the plan | 3,043,638,781 | 3,043,638,781 | ||||||||||||||
Fair market value of share on grant date percentage | 110.00% | |||||||||||||||
Number of stock options issued and outstanding | 0 | 0 | ||||||||||||||
2011 Stock Option Plan [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 57 | |||||||||||||||
Retained Earnings [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sereis E preferred stock dividend | $ | $ 39,890 | 39,452 | 40,219 | $ 119,561 | ||||||||||||
Common Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Sereis E preferred stock dividend | $ | ||||||||||||||||
Conversion of stock | 5,081,550,620 | |||||||||||||||
Shares deemed to be issued | 1,398,070 | |||||||||||||||
Common Stock One [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Conversion of stock | 41,216,000 | |||||||||||||||
Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued | 920,572,535 | 920,572,535 | ||||||||||||||
Warrants outstanding | 920,572,535 | 920,572,535 | ||||||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Fair value of warrants | $ | $ 984,200 | |||||||||||||||
New Warrant [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants exercise price | $ / shares | $ 0.00214 | |||||||||||||||
Warrants issued | 656,674,588 | |||||||||||||||
Warrant maturity date | Nov. 27, 2024 | |||||||||||||||
Board of Directors [Member] | 2011 Stock Option Plan [Member] | Maximum [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 14 | |||||||||||||||
Accredited Investors [Member] | Private Placement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Proceeds from Issuance of Common Stock | $ | $ 431,309,904 | |||||||||||||||
Sale of Stock, Price Per Share | $ / shares | $ 0.00313 | $ 0.00313 | ||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ | $ 1,350,000 | |||||||||||||||
Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants to purchase shares | 63,897,764 | |||||||||||||||
Warrants exercise price | $ / shares | $ 0.00313 | |||||||||||||||
Fair value of warrants | $ | $ 984,200 | |||||||||||||||
Two Investors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Warrants issued | 200,000,000 | |||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 667 | 667 | 667 | 667 | ||||||||||||
Preferred stock, shares outstanding | 667 | 667 | 667 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 1,333 | 1,333 | 1,333 | |||||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 667 | 667 | 667 | |||||||||||||
Preferred stock, shares outstanding | 667 | 667 | 667 | |||||||||||||
Series C-1 Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 2,966 | 2,966 | 2,966 | 2,966 | ||||||||||||
Preferred stock, shares outstanding | 2,966 | 2,966 | 2,966 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | 3,000 | |||||||||||||
Series C-2 Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 4,916.865 | 4,917 | 4,917 | 4,917 | ||||||||||||
Preferred stock, shares outstanding | 4,917 | 4,917 | 4,917 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | |||||||||||||
Series D-1 Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||
Preferred stock designated | 1,000 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Preferred stock stated value | $ / shares | $ 9,104.89 | |||||||||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | 1,000 | 1,000 | 1,000 | |||||||||||
Conversion of common stock shares converted | 5,081,550,620 | |||||||||||||||
Conversion of stock | 1,000 | |||||||||||||||
Series D-1 Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Accrued compensation | $ | $ 160,000 | |||||||||||||||
Series D-2 Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Preferred stock, shares authorized | 4,360 | 4,360 | 4,360 | |||||||||||||
Conversion of common stock shares converted | 4,121.64 | |||||||||||||||
Conversion of stock | 4,121.64 | |||||||||||||||
Series E Preferred Stock [Member] | ||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||
Preferred stock designated | 2,000 | |||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | |||||||||||||||
Preferred stock stated value | $ / shares | $ 2,000 | |||||||||||||||
Preferred Stock, Conversion Basis | 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 (y) the Conversion Price. | |||||||||||||||
[custom:PublicOfferingDescription] | 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 $0.0021. If a closing of a Change of Control transaction or a Qualified Public Offering occurs, such automatic conversion of all of the outstanding shares of Series E shall be deemed to have been converted into shares of Common Stock immediately prior to the closing of such transaction or Qualified Public Offering. | |||||||||||||||
Temporary equity, shares issued | 1,000 | 1,000 | 1,000 | |||||||||||||
Temporary equity, shares outstanding | 1,000 | 1,000 | 1,000 |
COMMITMENT AND CONTINGENCIES (D
COMMITMENT AND CONTINGENCIES (Details Narrative) | Jun. 10, 2021ft² | Sep. 24, 2020USD ($)shares | Jul. 05, 2020USD ($)shares | Jun. 05, 2020USD ($)shares | Jun. 30, 2020shares | Dec. 31, 2019 | Mar. 31, 2018USD ($) | Sep. 30, 2006USD ($) | Jun. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 459,154 | |||||||||
Lease Expiration Date | Feb. 28, 2025 | |||||||||
Monthly rent, description | 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. | |||||||||
Contingent liability | 69,440 | $ 64,040 | ||||||||
Outstanding principal balance | 40,000 | 40,000 | ||||||||
Accrued interest payable | 29,440 | 24,040 | ||||||||
Busch Employment Agreement [Member]. | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Accrued Salaries | 117,500 | 72,500 | ||||||||
Exclusive License Agreement [Member] | George Mason University [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Royalty Expense | $ 50,000 | |||||||||
[custom:RevenuePercentage] | 1.50% | |||||||||
Accrued Professional Fees, Current | 1,455 | 832 | ||||||||
Exclusive License Agreement [Member] | Sublicense Royalty [Member] | George Mason University [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
[custom:RevenuePercentage] | 15.00% | |||||||||
License Agreement [Member] | National Institutes of Health [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Royalty Expense | $ 6,000 | |||||||||
[custom:RevenuePercentage] | 3.00% | |||||||||
Accrued Professional Fees, Current | $ 23,580 | $ 19,834 | ||||||||
License Agreement [Member] | Sublicense Royalty [Member] | National Institutes of Health [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
[custom:RevenuePercentage] | 10.00% | |||||||||
Employee Incentive Stock Options [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 1,800,000,000 | |||||||||
Lease Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Lessor, Operating Lease, Term of Contract | 60 months | |||||||||
Lease Expiration Date | Feb. 28, 2025 | |||||||||
Lease Amendment [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Area of Land | ft² | 4,734 | |||||||||
Monthly rent, description | 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. | |||||||||
Dr. Michael Ruxin [Member] | Employment Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 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] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 49,047,059 | |||||||||
Dr. Michael Ruxin [Member] | Employment Agreement [Member] | Share-based Payment Arrangement, Option [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 420,691,653 | |||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 60,000 | |||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | Restricted Stock Units (RSUs) [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 49,047,059 | |||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | Share-based Payment Arrangement, Option [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 420,691,653 | |||||||||
Thomas E Chilcott [Member] | Offer Letter [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Salary and Wage, Excluding Cost of Good and Service Sold | $ 225,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 94,545,096 | |||||||||
Deferred Compensation Arrangements, Overall, 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 the Nasdaq stock market on or before December 31, 2021 | |||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation Expense, Excluding Cost of Good and Service Sold | $ 2,000 | |||||||||
[custom:OtherPayment] | $ 1,500 | |||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 88,786,943 | 88,786,943 | ||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Compensation Expense, Excluding Cost of Good and Service Sold | $ 272 | |||||||||
[custom:OtherPayment] | $ 1,500 | |||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 77,972,192 | 77,972,192 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 30, 2021 | Jul. 02, 2021 | Sep. 15, 2020 | Jul. 31, 2021 | Jul. 30, 2021 | Jul. 29, 2021 | Jun. 30, 2021 | May 12, 2021 | Sep. 30, 2020 |
Subsequent Event [Line Items] | |||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Series E Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Capital Units, Authorized | 2,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | ||||||||
Preferred shares stated value | $ 2,000 | ||||||||
Preferred Stock, Conversion Basis | 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 (y) the Conversion Price. | ||||||||
Securities Purchase Agreement [Member] | Convertible Note [Member] | Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate | 8.00% | ||||||||
Securities Purchase Agreement [Member] | Convertible Note [Member] | Third Tranche [Member] | Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from related party debt | $ 333,333 | ||||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Plaintiff award value | $ 1,000,000 | ||||||||
Subsequent Event [Member] | Series F Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Capital Units, Authorized | 1,000 | 1,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||||
Preferred shares stated value | $ 2,000 | $ 2,000 | |||||||
Interest rate | 8.00% | 8.00% | |||||||
Preferred Stock, Conversion Basis | 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 additional amount by the Conversion Price | ||||||||
Subsequent Event [Member] | Series E Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Conversion price per share | $ 0.00313 | $ 0.00313 | $ 0.00375 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investors [Member] | Series F Preferred Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Preferred Stock, Conversion Basis | 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. | ||||||||
Sale of Stock, Number of Shares Issued in Transaction | 500 | ||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | ||||||||
[custom:StatedValueOfPreferredStock-0] | $ 2,000 | $ 2,000 | |||||||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | Third Tranche [Member] | Investors [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from related party debt | $ 333,333 |