Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,555,473,158 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
CURRENT ASSETS: | ||
Cash | $ 414,982 | $ 314,151 |
Accrued receivable | 49,725 | |
Other receivable (related party $25,594 and $21,711) | 25,594 | 23,044 |
Prepaid expenses and other current assets | 242,264 | 219,496 |
Marketable securities | 16,400 | 11,000 |
Laboratory supplies | 21,706 | 71,062 |
Total Current Assets | 770,671 | 638,753 |
OTHER ASSETS: | ||
Property and equipment, net | 662,962 | 698,927 |
Finance right-of-use assets, net | 99,731 | 111,323 |
Operating right-of-use asset, net | 1,192,672 | 168,664 |
Security deposits | 20,909 | 20,909 |
Total Assets | 2,746,945 | 1,638,576 |
CURRENT LIABILITIES: | ||
Accounts payable | 879,763 | 1,018,797 |
Accounts payable - related party | 3,350 | 3,714 |
Accrued liabilities | 103,723 | 71,077 |
Accrued liabilities - related party | 18,000 | |
Accrued compensation | 218,193 | 186,177 |
Accrued director compensation | 147,500 | 132,500 |
Deferred revenue | 155,900 | 135,150 |
Notes payable - related party | 100,000 | 100,000 |
Notes payable - current | 1,000 | 1,000 |
Financing lease liability - current | 49,220 | 47,730 |
Operating lease liability - current | 22,667 | 42,411 |
Insurance payable | 83,821 | 118,294 |
Subscription payable | 1,350,000 | 1,350,000 |
Contingent liabilities | 73,040 | 71,240 |
Total Current Liabilities | 3,188,177 | 3,296,090 |
LONG-TERM LIABILITIES: | ||
Financing lease liability | 75,506 | 88,385 |
Operating lease liability | 1,177,384 | 134,482 |
Convertible notes - related party, net of discount | 138,342 | 64,981 |
Convertible notes, net of discount | 33,450 | |
Total Liabilities | 4,612,859 | 3,583,938 |
Commitments and Contingencies (Note 10) | ||
STOCKHOLDERS’ DEFICIT: | ||
Common stock: $0.0001 par value, 12,000,000,000 shares authorized; 5,124,163,254 and 5,124,164,690 issued and outstanding at December 31, 2021 and September 30, 2021, respectively | 512,416 | 512,416 |
Additional paid-in capital | 46,020,285 | 44,368,077 |
Accumulated deficit | (51,398,615) | (49,825,855) |
Total Stockholders’ Deficit | (4,865,914) | (4,945,362) |
Total Liabilities and Stockholders’ Deficit | 2,746,945 | 1,638,576 |
Series E Preferred Stock [Member] | ||
LONG-TERM LIABILITIES: | ||
Temporary equity | 2,000,000 | 2,000,000 |
Series F Preferred Stock [Member] | ||
LONG-TERM LIABILITIES: | ||
Temporary equity | 1,000,000 | 1,000,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | ||
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | ||
Series C-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | ||
Series D-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock | ||
Series D-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Other receivable related party | $ 25,594 | $ 21,711 |
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 26,667 | 26,667 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 12,000,000,000 | |
Common Stock, Shares, Issued | 5,124,163,254 | 5,124,164,690 |
Common Stock, Shares, Outstanding | 5,124,163,254 | 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 |
Temporary equity, liquidation preference | $ 2,013,589 | $ 2,013,151 |
Series F 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 | 500 | |
Temporary equity, shares outstanding | 500 | |
Temporary equity, liquidation preference | $ 1,006,795 | $ 1,006,728 |
Preferred stock shares issued | 500 | |
Preferred stock shares outstanding | 500 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 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 or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 3,000 | 3,000 |
Preferred stock shares issued | 2,966.2212 | 2,966.2212 |
Preferred stock shares outstanding | 2,966.2212 | 2,966.2212 |
Series C-2 Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 6,000 | 6,000 |
Preferred stock shares issued | 4,916.865 | 4,916.865 |
Preferred stock shares outstanding | 4,916.865 | 4,916.865 |
Series D-1 Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 1,000 | 1,000 |
Preferred stock shares issued | ||
Preferred stock shares outstanding | ||
Series D-2 Preferred Stock [Member] | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 |
Preferred stock shares authorized | 4,360 | 4,360 |
Preferred stock shares issued | ||
Preferred stock shares outstanding |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
REVENUES, NET | $ 78,975 | $ 9,790 |
COST OF REVENUE | 43,565 | 1,603 |
GROSS PROFIT | 35,410 | 8,187 |
OPERATING EXPENSES: | ||
Professional fees | 217,823 | 197,254 |
Compensation expense | 625,855 | 590,175 |
Licensing fees | 36,092 | 30,172 |
General and administrative expenses | 537,656 | 803,139 |
Total Operating Expenses | 1,417,426 | 1,620,740 |
LOSS FROM OPERATIONS | (1,382,016) | (1,612,553) |
OTHER INCOME (EXPENSE): | ||
Interest expense, net | (135,651) | (8,730) |
Gain on debt extinguishment, net | 227,294 | |
Unrealized gain (loss) on marketable securities | 5,400 | (3,100) |
Loss on exchange rate, net | (22,686) | |
Total Other Income (Loss), net | (130,251) | 192,778 |
NET LOSS | (1,512,267) | (1,419,775) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,572,760) | $ (1,459,994) |
NET LOSS PER COMMON SHARE: | ||
Basic and Diluted | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic and Diluted | 5,555,474,165 | 5,124,164,620 |
Series E Preferred Stock [Member] | ||
OTHER INCOME (EXPENSE): | ||
Series F preferred stock dividend | $ (40,329) | $ (40,219) |
Series F Preferred Stock [Member] | ||
OTHER INCOME (EXPENSE): | ||
Series F preferred stock dividend | $ (20,164) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Preferred Stock [Member]Series A Preferred Stock [Member] | Preferred Stock [Member]Preferred Stock Series C-1 [Member] | Preferred Stock [Member]Preferred Stock Series C-2 [Member] | Preferred Stock [Member]Preferred Stock Series D-1 [Member] | Preferred Stock [Member]Preferred Stock Series D-2 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 512,416 | $ 42,367,577 | $ (43,187,588) | $ (307,595) | ||||||
Beginning balance, shares at Sep. 30, 2020 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount | ||||||||||
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount | ||||||||||
Series E preferred stock dividend | (40,219) | (40,219) | ||||||||
Adjustment related to Series A preferred prior period redemption payment | 500 | 500 | ||||||||
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 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Beginning balance, value at Sep. 30, 2021 | $ 512,416 | 44,368,077 | (49,825,855) | (4,945,362) | ||||||
Beginning balance, shares at Sep. 30, 2021 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount | 661,088 | 661,088 | ||||||||
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount | 991,120 | 991,120 | ||||||||
Series E preferred stock dividend | (40,329) | (40,329) | ||||||||
Series E preferred stock dividend, shares | ||||||||||
Series F preferred stock dividend | (20,164) | (20,164) | ||||||||
Correction for rounding error | ||||||||||
Correction for rounding error, shares | (1,436) | |||||||||
Net loss | (1,512,267) | (1,512,267) | ||||||||
Ending balance, value at Dec. 31, 2021 | $ 512,416 | $ 46,020,285 | $ (51,398,615) | $ (4,865,914) | ||||||
Ending balance, shares at Dec. 31, 2021 | 667 | 2,966 | 4,917 | 5,124,163,254 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss | $ (1,512,267) | $ (1,419,775) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation on property and equipment and finance ROU assets | 47,557 | 45,645 |
Lease cost | 7,379 | 658 |
Amortization of debt discount | 92,019 | |
Gain on debt extinguishment | (227,294) | |
Unrealized loss on exchange rate | 22,686 | |
Unrealized (gain) loss on marketable securities | (5,400) | 3,100 |
Gain on modification of operating lease | (8,229) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (49,725) | |
Prepaid expenses and other current assets | (25,318) | (34,922) |
Laboratory supplies | 49,356 | 71,335 |
Accounts payable | (139,398) | 232,992 |
Accrued liabilities and other liabilities | 28,484 | 27,215 |
Deferred revenue | 20,750 | 131,387 |
NET CASH USED IN OPERATING ACTIVITIES | (1,494,792) | (1,146,973) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Adjustment related to Series A preferred prior period redemption payment | 500 | |
Purchase of property and equipment | (88,712) | |
NET CASH USED IN INVESTING ACTIVITIES | (88,212) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible debt - related party | 667,000 | |
Proceeds from convertible debt | 1,000,000 | |
Proceeds from note payable -related party | 150,000 | |
Repayment of note payable -related party | (150,000) | |
Repayment of financed lease | (11,389) | |
Payments for preferred stock dividends | (59,988) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,595,623 | |
NET CHANGE IN CASH | 100,831 | (1,235,185) |
CASH, beginning of the period | 314,151 | 1,779,283 |
CASH, end of the period | 414,982 | 544,098 |
Cash paid during the period for: | ||
Interest | 21,228 | |
Income taxes | ||
Non-cash investing and financing activities: | ||
Series E preferred stock dividend | 40,329 | |
Series F preferred stock dividend | 20,164 | |
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount | 661,088 | |
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount | 991,120 | |
Initial amount of financing lease payables | 231,841 | 231,841 |
Initial amount of operating lease payables | $ 1,212,708 | $ 231,337 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Dec. 31, 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 area of oncology. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets of Avant and assumed certain of its liabilities. Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant sold to the Company, all of Avant’s title and interest in all the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also hired Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, the Company issued to Avant 1,000 shares of a newly created Series D-1 Preferred Stock which held 54.55 % of all voting rights on an as-converted basis with the common stock. Upon the effectiveness of an increase of the Company’s authorized shares of common stock from 6,666,667 shares to 12,000,000,000 shares, all such shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,549,184 shares of the Company’s common stock. Avant possessed majority voting control of the Company immediately following the Asset Sale Transaction and controlled the Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net asset by Avant and a recapitalization of Avant . 54.55 % majority voting control of the Company (see Note 3). All share and per share data in the accompanying unaudited consolidated financial statements and footnotes has been retrospectively adjusted for the recapitalization. On July 11, 2021, the Company’s wholly-owned subsidiary, OncBioMune, LLC, was administratively dissolved by the Louisiana Secretary of State for failing to meet its filing requirements and pay the associated fees (see Note 3). 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 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 various investors for gross proceeds of $ 1,000 (see Note 3). On July 30, 2021, the Company filed a certificate of designation, preferences and rights of Series F Preferred Stock (the “Series F Certificate of Designation”), with the Nevada Secretary of State to designate 1,000 shares of its previously authorized preferred stock as Series F Preferred Stock, par value $ 0.0001 per share and a stated value of $ 2,000 per share. The Series F Certificate of Designation and its filing were approved by the Company’s Board of Directors without stockholder approval as provided for in the Company’s articles of incorporation and under Nevada law (see Note 9). |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 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 unaudited 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 unaudited consolidated financial statements of the Company and its wholly-owned, inactive subsidiaries, OncBioMune, LLC. (through dissolution date of July 11, 2021) and OncBioMune Sub, Inc. (through sale date of July 26, 2021), as of December 31, 2021. All intercompany transactions and balances have been eliminated. The interim unaudited 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 consolidated financial statements of the Form 10-K filed on January 13, 2022. 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 unaudited consolidated financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the year ending September 30, 2022. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Going Concern These unaudited 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 unaudited consolidated financial statements, the Company had net loss and net cash used in operations of $ 1,512,267 1,494,792 51,398,615 4,865,914 2,417,506 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 unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of normal business operations and initially caused capital markets to decline sharply. This could make it more difficult for the Company to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and the Company’s ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of the Company’s personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2021 and year ended September 30, 2021 include, but are not necessarily limited to, the valuation of assets and liabilities of discontinued operations, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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. Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of December 31, 2021 and September 30, 2021 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 unaudited consolidated balance sheet as laboratory supplies. Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years . Leasehold improvements are depreciated over the shorter of their useful life or the lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 during the period September 30, 2018, and the adoption did not have any impact on its consolidated financial statements. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Revenue Recognition In accordance with ASU Topic 606 - Revenue from Contracts with Customers Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. 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 Company offers these services to biopharmaceutical companies and to private individuals. The revenue recognized from services provided to private individuals during the three months ended December 31, 2021 and year ended September 30, 2021 were minimal and therefore was not disaggregated for disclosure purposes. 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 does 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 Credit Risk The Company maintains its cash in banks and financial institutions that at times may exceed the federally insured limit of $ 250,000 244,456 and $ 68,122, respectively . The Company has not experienced any losses in such accounts through December 31, 2021. Concentration of Revenues For the three months ended December 31, 2021, the Company generated total revenue of $ 78,975 56 35 9,790 Concentration of Deferred Revenue As of December 31, 2021, the Company had deferred revenue of $ 155,900 49 24 21 135,150 56 24 16 Concentration of Vendor Generally, the Company relies on one vendor to perform the Company’s patient reporting and contract research (formerly called sample analysis) which is an integral part of the Company’s operation and revenue stream. Any disruption in this service could have a material adverse effect on the Company’s business, financial condition and results of operations. During the three months ended December 31, 2021 and 2020, the Company incurred $ 113,295 and $ 275,000 , respectively, or 100% of it patient reporting and contract research (formerly called sample analysis) expense from one vendor. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 December 31, 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 December 31, 2021 2020 Stock warrants 1,075,563,017 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 780,807,641 — 3,993,681,020 2,568,851,829 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 The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited consolidated statements of operations. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Added a disclosure objective 2. Added 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. Added information on which party controls the conversion rights 4. Aligned disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Required 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 early adopted ASU 2020-06 and its adoption did not have any material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260) Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) 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. |
DISPOSAL OF SUBSIDIARIES AND RE
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION | 3 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION | NOTE 3 – DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION Administrative Dissolution of OncBioMune, LLC On July 11, 2021, the Company’s wholly-owned subsidiary OncBioMune, LLC was administratively dissolved by the Louisiana Secretary of State for failing to meet its filing requirements and pay the associated fees (see Note 1). The Company deconsolidated OncBioMune, LLC on July 11, 2021 and recognized a gain of $ 9,916 which was recorded in the consolidated statement of operations as a gain on the dissolution of a subsidiary. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) 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 the option 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 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 various investors for aggregate proceeds of $ 1,000 recorded in the consolidated statement of operations as a gain on the disposal of a subsidiary (see Note 1). Asset Sale and Recapitalization Transaction Avant provided personalized medical data through its Theralink assays, initially for breast cancer, to assist 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. On June 5, 2020, the Company closed the Asset Purchase Agreement entered into with Avant on May 12, 2020. Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the assets and business of Avant and assumed certain of its liabilities in the Asset Sale Transaction. Upon the terms and subject to the conditions of the Asset Purchase Agreement, Avant sold to the Company, all of Avant’s title and interest in all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether existing or hereafter acquired, except for the specific excluded assets, which relate to, or are used or held for use in connection with, Avant’s business. The Company also hired Avant’s employees upon consummation of the Asset Sale Transaction. As consideration for the Asset Sale Transaction, Avant was issued 1,000 shares of a newly created Series D-1 Preferred Stock which held 54.55 % of all voting rights on an as-converted basis with the common stock. Upon the increase of the Company’s authorized shares of common stock from 6,666,667 shares to 12,000,000,000 shares effective September 24, 2020, all such shares of Series D-1 Preferred Stock issued to Avant automatically converted into 5,081,549,184 shares of the Company’s common stock. Avant possessed majority voting control of the Company immediately following the Asset Sale Transaction and controlled the Company’s Board of Directors after the termination of the ten-day waiting period required by Rule 14f-1 under the Exchange Act. Accordingly, the Asset Sale Transaction was accounted for, in substance, as an asset acquisition of the Company’s net assets by Avant and a recapitalization of Avant as discussed in detail below under “Accounting for the Asset Sale Transaction”. 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 in 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 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) The following assets and liabilities were assumed in the transaction: SCHEDULE OF ASSETS AND LIABILITIES IN 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 a former subsidiary which operated in Mexico was the Mexican Peso (“Peso”). The assumed liabilities of discontinued operations were translated to U.S. dollars using the 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 months ended December 31, 2021 and 2020, respectively. During the three months ended December 31, 2021 and 2020, $ 0 and $ 227,294 of the assumed liabilities of discontinued operations were written-off, in accordance with ASC 405-20-40-1b and were recorded as a gain on debt extinguishment on the accompanying unaudited consolidated statement of operations. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Dec. 31, 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 shares of common stock of Amarantus BioScience Holdings, Inc. (“AMBS”) with a fair value of $ 40,980 . The AMBS common stock is recorded as marketable securities in the accompanying unaudited consolidated balance sheets. Its fair value is adjusted every reporting period and the change in fair value is recorded in the unaudited consolidated statements of operations as unrealized gain or (loss) on marketable securities. During the three months ended December 31, 2021, and 2020, the Company recorded $ 5,400 and $ (3,100) of unrealized gain (loss) on marketable securities, respectively. As of December 31, 2021 and September 30, 2021, the fair value of these shares was $ 16,400 and $ 11,000 , respectively. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment are recorded at cost. Once placed in service, they 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 December 31, September 30, (Unaudited) Laboratory equipment 5 $ 470,159 $ 470,159 Furniture 5 24,567 24,567 Leasehold improvements 5 349,115 349,115 Computer equipment 3 68,490 68,490 912,331 912,331 Less accumulated depreciation (249,369 ) (213,404 ) Property and equipment, net $ 662,962 $ 698,927 For the three months ended December 31, 2021 and 2020, depreciation expense related to property and equipment amounted to $ 35,965 34,053 Leased equipment was not included in the table above as it was accounted for in accordance to ASU 842 – Leases financing lease right-of-use (“ROU”) assets and financing lease liabilities. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
DEBT
DEBT | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 – DEBT At December 31, 2021, the convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 September 30, 2021 Principal amount $ 1,000,000 $ — Less: debt discount (966,550 ) — Convertible notes payable, net $ 33,450 $ — Principal amount – related party $ 1,667,000 $ 1,000,000 Less: debt discount – related party (1,528,658 ) (935,019 ) Convertible note payable - related party, net $ 138,342 $ 64,981 Total convertible notes payable, net $ 171,792 $ 64,981 Convertible Debt – Related Party On May 12, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with a related party, who is an affiliate stockholder (the “Investor”) to purchase a convertible note (the “Note”) and accompanying warrant (the “Warrant”) for an aggregate investment amount of $ 1,000,000 (see Note 8). The Note has a principal value of $ 1,000,000 and bears an interest rate of 8% per annum (which shall increase to 10% per year upon the occurrence of an “Event of Default” (as defined in the Note)) and shall mature on May 12, 2026 (the “Maturity Date”). The Company received the proceeds in three tranches with the first tranche of $ 333,334 received in May 2021, the second tranche of $ 333,333 received in June 2021 and the third tranche of $ 333,333 received in July 2021. The Note is convertible at any time into shares of the Company’s common stock at a conversion price equal to $ 0.00313 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein). The Company may prepay the Note at any time upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA 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 the 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. During the year ended September 30, 2021, the Company paid $ 19,142 of accrued interest. As of September 30, 2021, the Note had an outstanding principal balance of $ 1,000,000 and accrued interest of $ 6,575 . It is reflected in the accompanying consolidated balance sheet at $ 64,981 , as a long-term convertible note payable – related party, net of discount. As of December 31, 2021, the Note had an outstanding principal balance of $ 1,000,000 and accrued interest of $ 6,794 . It is reflected in the accompanying unaudited consolidated balance sheet at $ 116,033 as a long-term convertible note payable – related party, net of discount in the amount of $ 883,967 . In connection with the Note, the Investor was issued a Warrant to purchase up to 63,897,764 0.00313 984,200 15,800 1,000,000 51,052 On November 1, 2021, the Company entered into a Securities Purchase Agreement with a related party, who is an affiliate stockholder (the “First Investor”), to purchase three convertible notes (collectively as “Notes”) and three accompanying warrants (collectively as “Warrants”), for an aggregate investment amount of $ 1,000,000 . The first note issued on November 1, 2021, had a principal balance of $ 334,000 (“Note I”) and accompanying warrants to purchase up to 18,251,367 shares of common stock (“Warrant I”). The second note issued on December 1, 2021, had a principal balance of $ 333,000 (“Note II”) and accompanying warrants to purchase up to 18,196,722 shares of common stock (“Warrant II”). The third note and accompanying warrants were issued subsequent to December 31, 2021 (see Note 11). The Company received $ 667,000 in aggregate proceeds from the Notes. The Notes bear 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 Notes)) and mature on November 1, 2026 (“Maturity Date”). The Warrants are exercisable at any time after the issue date and upon FINRA Approval (as defined below) and expire on November 1, 2026. The Warrants were valued at $ 661,088 using the relative fair value method and were recorded as debt discount which is being amortized over the life of the Notes. The Notes and Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Notes and Warrants). The Company may prepay the Notes at any time upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA in an amount equal to 110 % of the outstanding principal balance and accrued interest. At the election of the First Investor, the Notes can be converted in whole or in part at any time and from time to time, after FINRA Approval (as defined below). Further, upon maturity the Company may pay the outstanding balance of the Notes in cash or convert them into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the Notes), the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of common stock. If the Financial Industry Regulatory Authority, Inc. (“FINRA”) fails to approve the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change (“FINRA Approval”) prior to November 1, 2022, then on such date the Company will pay a penalty fee equal to ten percent of the outstanding principal. If FINRA Approval is not received prior to May 1, 2023, then on such date the Company will pay a penalty fee equal to eight percent of the outstanding principal. Such fees will be added to the outstanding principal on their respective payment dates. If FINRA Approval is not received prior to June 1, 2023, then the First Investor may, upon five (5) business days written notice to the Company, call the Notes in default and immediately due and payable in full. As of December 31, 2021, the Notes had an outstanding principal of $ 667,000 and accrued interest of $ 4,386 . The Notes are reflected in the accompanying unaudited consolidated balance sheet at $ 22,309 as a long-term convertible note payable – related party, net of discount in the amount of $ 644,691 (see Note 8). THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Convertible Debt On November 1, 2021, the Company entered into a Securities Purchase Agreement with an investor (“Second Investor”) to purchase two convertible notes (collectively as “Notes”) and two accompanying warrants (collectively as “Warrants”), for an aggregate investment amount of $ 500,000 . The first note, issued on November 1, 2021, had a principal balance of $ 250,000 (“Note I”) and accompanying warrants to purchase up to 13,661,203 shares of common stock (“Warrant I”). The second note issued on December 1, 2021, had a principal balance of $ 250,000 (“Note II”) and accompanying warrants to purchase up to 13,661,203 shares of common stock (“Warrant II”). The Company received $ 500,000 in aggregate proceeds from the Notes. The Notes bear 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 Notes)) and mature on November 1, 2026 (“Maturity Date”). The Warrants are exercisable at any time after the issue date and upon FINRA Approval (as defined below) and expire on November 1, 2026. The total warrants to purchase up to 27,322,406 shares of common stock was valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the Notes. The Notes and Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Notes and Warrants). The Company may prepay the Notes at any time upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA in an amount equal to 110 % of the outstanding principal balance and accrued interest during the period between issue date until Maturity Date. At the election of the Second Investor, the Notes can be converted in whole or in part at any time and from time to time, after FINRA Approval (as defined below). Further, upon maturity the Company may pay the outstanding balance of the Note in cash or convert them into shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the Notes), the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of common stock. The Company shall not effect the conversion of any of the Note held by the Second Investor, and the Second Investor shall not have the right to convert any of the Note held by such Investor pursuant to the terms of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Restricted Holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by such Second Investor by written notice from the Second Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice) . If the Financial Industry Regulatory Authority, Inc. (“FINRA”) fails to approve the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change (“FINRA Approval”) prior to November 1, 2022, then on such date the Company will pay a penalty fee equal to ten percent of the outstanding principal. If FINRA Approval is not received prior to May 1, 2023, then on such date the Company will pay a penalty fee equal to eight percent of the outstanding principal. Such fees will be added to the outstanding principal on their respective payment dates. If FINRA Approval is not received prior to June 1, 2023, then the Second Investor may, upon five (5) business days written notice to the Company, call the Note in default and immediately due and payable in full. As of December 31, 2021, the Notes had an outstanding principal balance of $ 500,000 and accrued interest of $ 4,603 . The Notes are reflected in the accompanying unaudited consolidated balance sheet at $ 16,725 as a long-term convertible note payable – related party, net of discount in the amount of $ 483,275 . On November 1, 2021, the Company entered into a Securities Purchase Agreement with an investor (“Third Investor”) to purchase two convertible notes (collectively as “Notes”) and two accompanying warrants (collectively as “Warrants”), for an aggregate investment amount of $ 500,000 . The first note issued on November 1, 2021, had a principal balance of $ 250,000 (“Note I”) and accompanying warrants to purchase up to 13,661,203 shares of common stock (“Warrant I”). The second note issued on December 1, 2021, had a principal balance of $ 250,000 (“Note II”) and accompanying warrants to purchase up to 13,661,203 shares of common stock (“Warrant II”). The Company received $ 500,000 in aggregate proceeds from the Notes. The Notes bear 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 Notes)) and mature on November 1, 2026 (“Maturity Date”). The Warrants are exercisable at any time after the issue date and upon FINRA Approval (as defined below) and expire on November 1, 2026. The total warrants to purchase up to 27,322,406 shares of common stock were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the Notes. The Notes and Warrants are convertible and exercisable, respectively, into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Notes and Warrants). The Company may prepay the Notes at any time upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA in an amount equal to 110 % of the outstanding principal balance and accrued interest. At the election of the Third Investor, the Notes can be converted in whole or in part at any time and from time to time, after FINRA Approval (as defined below). Further, upon maturity the Company may pay the outstanding balance of the Note in cash or convert it shares of common stock. Upon the listing by the Company or the trading of the common stock on a Qualified National Exchange (as defined in the Notes), the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of common stock. The Company shall not effect the conversion of any of the Note held by the Third Investor, and the Third Investor shall not have the right to convert any of the Note held by such Third Investor pursuant to the terms of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Restricted Holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by such Third Investor by written notice from the Third Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice) . If the Financial Industry Regulatory Authority, Inc. (“FINRA”) fails to approve the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change (“FINRA Approval”) prior to November 1, 2022, then on such date the Company will pay a penalty fee equal to ten percent of the outstanding principal. If FINRA Approval is not received prior to May 1, 2023, then on such date the Company will pay a penalty fee equal to eight percent of the outstanding principal. Such fees will be added to the outstanding principal on their respective payment dates. If FINRA Approval is not received prior to June 1, 2023, then the Third Investor may, upon five (5) business days written notice to the Company, call the Note in default and immediately due and payable in full. As of December 31, 2021, the Notes had an outstanding principal balance of $ 500,000 and accrued interest of $ 4,493 . The Notes are reflected in the accompanying unaudited consolidated balance sheet at $ 16,725 as a long-term convertible note payable – related party, net of discount in the amount of $ 483,275 . THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Notes Payable - Related Party On April 26, 2021, the Company entered into a Promissory Note Agreement (the “Note”) with Jeffrey Busch (“Lender”) who serves as a member of the Board of Directors and is considered a related party, 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 a 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 September 30, 2021, the Note had an outstanding principal balance of $ 100,000 and accrued interest of $ 428 . As of December 31, 2021, the Note had an outstanding principal balance of $ 100,000 and accrued interest of $ 678 (see Note 8). On October 21, 2021, the Company entered into a Promissory Note Agreement (the “Note”) with Jeffrey Busch (“Lender”) who serves as a member of the Board of Directors and considered a related party, for a principal amount of $ 150,000 . The Company received proceeds of $ 150,000 . The Note bore an annual interest rate of 1% , matured on December 1, 2021 and could have been prepaid in whole or in part without penalty. Pursuant to the Note, the Company has a 90-day grace period following the maturity date after which the Lender was permitted to charge a late payment fee equal to 1% of the outstanding principal balance and cost of collection, including legal fees. During the three months ended December 31, 2021, the Company fully paid the outstanding balance on the Note. As of December 31, 2021, the note had no outstanding balance (see Note 8). Note Payable In September 2017, the Company entered into a note agreement with a third-party investor (the “Note”). Pursuant to the Note, the Company borrowed a principal amount of $ 1,000 33.3% 1,000 1,439 |
LEASE LIABILITIES
LEASE LIABILITIES | 3 Months Ended |
Dec. 31, 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 60 months commencing in November 2018 through October 2023 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 60 months commencing in November 2018 through October 2023 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 February 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 July 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 2025 . 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 was 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 FINANCIAL LEASE RIGHT-OF-USE ASSETS December 31, 2021 September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (132,110 ) (120,518 ) Balance of Financing ROU assets $ 99,731 $ 111,323 For the three months ended December 31 2021 and 2020, depreciation expense related to Financing ROU assets amounted to $ 11,592 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCIAL LEASE LIABILITY December 31, 2021 September 30, (Unaudited) Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (107,115 ) (95,726 ) Total 124,726 136,115 Less: short term portion (49,220 ) (47,730 ) Long term portion $ 75,506 $ 88,385 Future minimum lease payments under the financing lease agreements at December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 45,951 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 144,798 Less: discount to fair value (20,072 ) Total financing lease payable at December 31, 2021 $ 124,726 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 61 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 February 2020, pursuant to ASC 842 – Leases, 12% 231,337 On June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (the “Lease Amendment”), effective October 3, 2021, for its laboratory facility in Golden, CO (see Note 10). The Lease Amendment provided for: (i) an extension to the term of the original lease to five years following the completion of the Company’s improvements to the Expansion Premises (defined below); (ii) an expansion of 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) an annual base rent modification; (iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal options, each for five year terms, for a total of ten years. Pursuant to the Lease Amendment, the Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen In October 2021, pursuant to ASC 842 – Leases 168,664 and operating liability of $ 176,893 related to the original lease and recognized a gain on lease modification in the amount of $ 8,229 which was included in general and administrative expense in the accompanying unaudited consolidated statement of operation. The Company calculated the present value of the total lease payments in the Lease Amendment using a discount rate of 8 % which was based on the Company’s incremental borrowing rate at the effective date and recorded an operating right-of-use asset and an operating lease liability of $ 1,212,708 . For the three months ended December 31, 2021, lease costs amounted to $ 56,867 28,690 28,177 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET December 31, 2021 September 30, 2021 (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Less accumulated reduction (20,036 ) (62,673 ) Balance of Operating ROU asset $ 1,192,672 $ 168,664 Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY December 31, September 30, (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Total operating lease liability 1,212,708 231,337 Reduction of operating lease liability (12,657 ) (54,444 ) Total 1,200,051 176,893 Less: short term portion (22,667 ) (42,411 ) Long term portion $ 1,177,384 $ 134,482 Future base lease payments under the non-cancellable operating lease at December 31, 2021 are as follows: SCHEDULE OF FUTURE BASE LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 87,134 2023 119,310 2024 122,893 2025 126,580 2026 130,377 2027 and thereafter 1,549,130 Total minimum non-cancellable operating lease payments 2,135,424 Less: discount to fair value (935,373 ) Total operating lease liability at December 31, 2021 $ 1,200,051 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 8 – RELATED-PARTY TRANSACTIONS Effective January 1, 2021, the Company entered into a consulting agreement with Mr. Kucharchuk, a member of the Board of Directors, to serve as a strategic advisor. The agreement was effective for a period of twelve months, commencing on January 1, 2021 and shall renew on a month-to month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement pursuant to the agreement. Pursuant to the agreement, Mr. Kucharchuk shall be paid $ 2,000 0 18,000 On April 26, 2021, the Company entered into a Promissory Note Agreement (“Note”) with Jeffrey Busch who serves as a member of the Board of Directors and is considered a related party, for a principal balance of $ 100,000 100,000 100,000 428 100,000 678 On May 12, 2021, the Company entered into a Securities Purchase Agreement with a related party, who is an affiliate shareholder, to purchase a convertible note (“Note”) and accompanying warrant (“Warrant”) for an aggregate investment amount of $ 1,000,000 . The Note has a principal balance 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 matures on May 12, 2026 . In connection with the Company’s obligations under the Note, the Company entered into a security agreement with Ashton Capital Corporation as agent, pursuant to which the Company granted a lien on the laboratory equipment of the Company, for the benefit of the related party, to secure the Company’s obligations under the Note. As of December 31, 2021, the Note had an outstanding principal balance of $ 1,000,000 and accrued interest of $ 6,794 . It’s reflected in the accompanying unaudited consolidated balance sheet at $ 116,033 as a long-term convertible notes payable – related party, net of discount in the amount of $ 883,967 (see Note 6). THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) On October 21, 2021, the Company entered into a Promissory Note Agreement (“Note”) with Jeffrey Busch who serves as a member of the Board of Directors and is considered a related party, for a principal balance of $ 150,000 . The Company received the proceeds of $ 150,000 . During the three months ended December 31, 2021, the Company fully paid the outstanding balance on the Note. As of December 31, 2021, the note had no outstanding balance (see Note 6). On November 1, 2021, the Company entered into a Securities Purchase Agreement with a related party, who is an affiliate stockholder, to purchase three convertible notes (collectively as “Notes”) and three accompanying warrants (collectively as “Warrants”), for an aggregate investment amount of $ 1,000,000 . The first note issued on November 1, 2021 had a principal balance of $ 334,000 (“Note I”) and accompanying warrants to purchase up to 18,251,367 shares of common stock (“Warrant I”). The second note issued on December 1, 2021, had a principal balance of $ 333,000 (“Note II”) and accompanying warrants to purchase up to 18,196,722 shares of common stock (“Warrant II”). The third note was issued subsequent to December 31, 2021 (see Note 11). The Company received $ 667,000 in aggregate proceeds from the Notes. The Notes bear 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 Notes)) and mature on November 1, 2026. The Warrants are exercisable at any time after the issue date and upon FINRA Approval (as defined below) and expire on November 1, 2026. As of December 31, 2021, the Notes had an outstanding principal balance of $ 667,000 and accrued interest of $ 4,386 . It’s reflected in the accompanying unaudited consolidated balance sheet at $ 22,309 as a long-term convertible notes payable – related party, net of discount in the amount of $ 644,691 (see Note 6). During the three months ended December 31, 2021, the Company advanced a total of $ 3,883 to a related party, which is an affiliate entity. As of December 31, 2021 and September 30, 2021, the Company had related party receivable balances of $ 25,594 and $ 21,711 , respectively, reflected in the accompanying unaudited consolidated balance sheets as other receivable. As of December 31, 2021 and September 30, 2021, the Company owed several executives for expense reimbursements in the aggregate amount of $ 3,350 3,714 At December 31, 2021 and September 30, 2021, net amount due to related parties consisted of the following: SCHEDULE OF RELATED PARTIES TRANSACTION December 31, 2021 September 30, 2021 (Unaudited) Convertible notes principal – related party $ 1,667,000 $ 1,000,000 Discount on convertible notes - related party (1,528,658 ) (935,019 ) Note payable principal – related party 100,000 100,000 Consulting fee – related party — 18,000 Accounts payable – related party 3,350 3,714 Other receivable - related party (25,594 ) (21,711 ) Total $ 216,098 $ 164,984 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Dec. 31, 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 Articles of Incorporation to change its name from “OncBioMune Pharmaceutical, Inc.” to “Theralink Technologies, Inc.” and increase its authorized shares of common stock from 6,666,667 shares of common stock at $ 0.0001 per share par value to 12,000,000,000 shares of common stock at $ 0.0001 per share par value, effective September 24, 2020. Series A Preferred Stock As of December 31, 2021 and September 30, 2021, there were 667 Series C-1 Preferred Stock As of December 31, 2021 and September 30, 2021, the Company had 2,966.2212 Series C-2 Preferred Stock As of December 31, 2021 and September 30, 2021, the Company had 4,916.865 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 shares of its previously authorized preferred stock as Series E Preferred Stock, par value $ 0.0001 per share and a stated value of $ 2,000 per share. The Series E Certificate of Designation and its filing was approved by the Company’s board of directors without stockholder approval as provided for in the Company’s articles of incorporation and under Nevada law (see Note 1). The holders of shares of Series E Preferred Stock have the following preferences and rights: ● From the initial issuance date, cumulative dividends on each share of Series E shall accrue, on a quarterly basis in arrears (with any partial quarter calculated on a pro-rata basis), at the rate of 8 ● 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, subject to adjustment as provided in the Series E Certificate of Designation including a price protection provision for offerings below the conversion price. 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 months ended December 31, 2021 and 2020, the Company also recorded dividends related to the Series E Preferred Stock in the amount of $ 40,329 40,219 13,589 13,151 During the year ended September 30, 2021, the issuance Series F Preferred Stock 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 As of December 31, 2021 and September 30, 2021, the Company had 1,000 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Series F Preferred Stock On July 30, 2021, the Company filed a certificate of designation, preferences and rights of Series F Preferred Stock (the “Series F Certificate of Designation”), with the Nevada Secretary of State to designate 1,000 shares of its previously authorized preferred stock as Series F Preferred Stock, par value $ 0.0001 per share and a stated value of $ 2,000 per share. The Series F Certificate of Designation and its filing was approved by the Company’s Board of Directors without stockholder approval as provided for in the Company’s articles of incorporation and under Nevada law (see Note 1). The holders of shares of Series F Preferred Stock have the following preferences and rights: ● From the Initial Issuance Date, cumulative dividends on each share of Series F shall accrue, on a monthly basis in arrears (with any partial month being made on a pro-rata basis), at the rate of 8 % per annum on the Stated Value, plus the Additional Amount thereon. Dividends shall be paid within 15 days after the end of each month (“Dividend Payment Date”), at the option of the Holder in cash or through the issuance of shares of common stock. In the event that the Holder elects to receive its dividends in shares of common stock the number of shares of common stock to be issued to each applicable Holder shall be determined by dividing the total dividend payable to such Holder by the average closing price of the common stock during the five trading days on the principal market prior to the Dividend Payment Date. ● Holders of shares of Series F Preferred Stock are entitled to dividends or distributions on each share on an “as converted” into common stock basis, if, as and when declared from time to time by the Board of Directors. ● Each share of Series F Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the Conversion Price which is the lesser of: (i) $0.00313 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series F Certificate of Designation including a price protection provision for offerings below the conversion price. Provided, however, the Conversion Price shall never be less than $0.0016. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus 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 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. During the three months ended December 31, 2021 and 2020, the Company recorded dividends related to the Series F Preferred Stock in the amount of $ 20,164 and $ 0 , respectively. As of December 31, 2021 and September 30, 2021, dividend payable balances were $ 6,795 6,728 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) As of December 31, 2021 and September 30, 2021, the Company had 500 Common Stock As of December 31, 2021, the Company had 5,124,163,254 shares of common stock outstanding of which 5,122,765,184 have not yet been issued. As of December 31, 2021, the Company is unable to issue these shares of common stock until FINRA approves the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change. 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 14 No On April 28, 2020, the Board approved the 2020 Equity Incentive Plan (the “Plan”), as amended on May 29, 2020. The Plan shall be effective upon approval by the Stockholders which shall be within twelve (12) months after the approval of the Board. No Incentive Stock Option shall be exercised unless and until the Plan has been approved by the Stockholders. Upon the effective date of the Plan and the effectiveness of the authorized share increase, which occurred on September 24, 2020, 3,043,638,781 shares of the Company’s common stock were reserved for issuance under the Plan (the “Reserved Share Amount”), subject to the adjustments described in the Plan, and such Reserved Share Amount, when issued in accordance with the Plan, shall be validly issued, fully paid, and non-assessable. Pursuant to the Plan, the option price of each incentive stock option (except those that constitute substitute awards under the Plan) shall be at least the fair market value of a share of common stock on the respective grant date; provided, however, that in the event that a grantee is a ten-percent stockholder as of the grant date, the option price of an incentive stock option shall be not less than 110% of the fair market value of a share on the grant date. On October 29, 2021, the Board reduced the Reserved Share Amount from 3,043,638,781 shares of common stock to 1,915,000,000 shares of common stock. As of December 31, 2021, the 2020 Equity Incentive Plan has not yet been approved by the stockholders and the Company had no options issued and outstanding (see Note 10). Warrants On November 1, 2021, the Company entered into a Securities Purchase Agreement with an investor to purchase two convertible notes (“Notes”) and two accompanying warrants each for 13,661,203 shares of common stock (“Warrant”) with issuance dates of November 1, 2021 and December 1, 2021 (see Note 6). The Warrants are exercisable at any time after the issue date and upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA. The Warrants expire on November 1, 2026 and are exercisable into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Warrant Agreements). The Warrants were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the convertible note. On November 1, 2021, the Company entered into a Securities Purchase Agreement with a second investor to purchase two convertible notes (“Notes”) and two accompanying warrants each for 13,661,203 shares of common stock (“Warrant”) with issuance dates of November 1, 2021 and December 1, 2021 (see Note 6). The Warrants are exercisable at any time after the issue date and upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA. The Warrants expire on November 1, 2026 and are exercisable into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Warrant Agreements). The Warrants were valued at $ 495,560 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the convertible note. On November 1, 2021, the Company entered into a Securities Purchase Agreement with a related party investor, who is an affiliated stockholder, to purchase three convertible notes (“Notes”) and three accompanying warrants for 18,251,367, 18,196,722 and 18,196,722 shares of common stock (collectively as “Warrants”) with issuance dates of November 1, 2021, December 1, 2021 and January 1, 2022 (see Note 6 and Note 8), respectively. The Warrants are exercisable at any time after the issue date and upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA. The Warrants expire on November 1, 2026 and are exercisable into shares of the Company’s common stock at a price equal to $ 0.00366 per share (subject to adjustment as provided in the Warrant Agreements). The Warrants issued during the quarter ended December 31, 2021 were valued at $ 661,088 using the relative fair value method and were recorded as a debt discount which is being amortized over the life of the convertible note. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) As of December 31, 2021, the Company had 1,075,563,017 Warrant activities for the three months ended December 31, 2021 is summarized as follows: SCHEDULE OF WARRANTS Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Balance Outstanding at September 30, 2021 984,470,116 $ 0.00230 3.50 $ — Issued in connection with a convertible debt (see Note 6) 54,644,812 $ 0.00366 4.88 - Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 36,448,089 0.00366 4.86 — Balance Outstanding at December 31, 2021 1,075,563,017 $ 0.00245 3.39 $ — Exercisable at December 31, 2021 784,470,116 $ 0.00230 3.15 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS 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 entitled to, 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 December 31, 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 stockholders. Further, the Board and Dr. Ruxin have not yet agreed on the terms of the options. For the period of May 2021 through November 2021, Dr. Ruxin deferred 50% of his salary. As of December 31, 2021 and September 30, 2021, the Company had accrued payroll related to Dr. Ruxin’s salary deferment of $ 87,500 and $ 62,500 , respectively. 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) 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 entitled to, 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 December 31, 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 stockholders. Further, the Board and Mr. Busch have not yet agreed on the terms of the options. As of December 31, 2021 and September 30, 2021, the Company had accrued director compensation of $ 147,500 and $ 132,500 , respectively. Mr. Busch is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Mr. Busch’s employment is terminated by the Company without Cause (as defined in the Busch Agreement), with Good Reason (as defined in the Busch Agreement) or as a result of a non-renewal of the term of employment under the Busch Agreement, Mr. Busch shall be entitled to receive the sum of (I) the Severance Multiple (as defined below), multiplied by multiplied by provided, however The Busch Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter. Thomas E. Chilcott, III On September 24, 2020, the Company appointed Thomas E. Chilcott, III, to serve as the Chief Financial Officer. The Company entered into an offer letter with Mr. Chilcott which provides that his base salary will be $ 225,000 Mr. Chilcott is entitled to participate in all medical and other benefits that the Company has established for its employees. The offer letter also provides that Mr. Chilcott will be granted an option to purchase up to 94,545,096 shares of the Company’s common stock subject to terms including exercise price to be set by the Board of Directors of the Company. As of December 31, 2021, no bonus was due and no options have been granted to Mr. Chilcott On December 31, 2021, the Company’s Board approved an increase in the base salary of Thomas E. Chilcott, III, the Company’s Chief Financial Officer, from $ 225,000 300,000 The Board also approved two new bonuses for which Mr. Chilcott will be eligible: (i) a $37,500 bonus payable upon the Company’s completion of a capital raise of at least $1,000,000; and (ii) a $37,500 bonus payable upon the Company’s completion of a capital raise of at least $2,000,000 in the aggregate Consulting Agreements On July 5, 2020, the Company and a consultant entered into a Scientific Advisory Board Service Agreement (the “Pathology 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 Pathology 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 Pathology Advisory Agreement then the termination notice shall be effective upon receipt of the same. As of December 31, 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 December 31, 2021, the 2020 Equity Incentive Plan has not yet been approved by the stockholders. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) On July 5, 2020, the Company and a consultant entered into a Pathology Advisory Board Service Agreement (the “Advisory Agreement”) which provides for; (i) $ 272 monthly compensation; (ii) 77,972,192 stock options under the 2020 Equity Incentive Plan and; (iii) $ 1,500 per day for any special project requiring more than six hours of advisory service in a single day performed upon a written request from the Company. Either party may terminate the Advisory Agreement at any time upon ten days written notice to the other party unless either party neglects or fails to perform its obligations under the Advisory Agreement then the termination notice shall be effective upon receipt of the same. As of December 31, 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 December 31, 2021, the 2020 Equity Incentive Plan has not yet been approved by the stockholders. Effective January 1, 2021, the Company entered into a consulting agreement with Mr. Kucharchuk, a member of the Board of Directors, to serve as a strategic advisor. The agreement was effective for a period of twelve months, commencing on January 1, 2021 and shall renew on a month-to month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement pursuant to the agreement. Pursuant to the agreement, Mr. Kucharchuk shall be paid $ 2,000 0 18,000 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 1.5 15 1,710 1,591 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 3.0 th st st 5,000 10 26,080 24,830 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 includes the options in the employment agreements discussed above. As of December 31, 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 61 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”), effective October 3, 2021, for its laboratory facility in Golden, CO (see Note 7). The Lease Amendment provided for: (i) an extension to the term of the original lease to five years following the completion of the Company’s improvements to the Expansion Premises (defined below); (ii) an expansion of the premises to include the premises located at Unit 404, Building F, 15000 West 6 th 4,734 rentable square feet (the “Expansion Premises”); (iii) an annual base rent modification; (iv) an increase to the security deposit; (v) tenant improvement allowance; (vi) additional parking and; (vii) two renewal options, each for five year terms, for a total of ten years. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) Pursuant to the Lease Amendment, the Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen Subscription Payable During the year ended September 30, 2021, the Company, entered into Subscription Agreements with several accredited investors to sell, in a private placement, an aggregate of 431,309,904 0.0001 0.00313 1,350,000 1,350,000 Settlement of Accounts Payable On October 18, 2021, the Company entered into separate agreements with two consultants (collectively as “Parties”), to settle $ 42,120 of accounts payable balance for each consultant, an aggregate of $ 84,240 into 26,913,738 shares of common stock. The settlement shall take effect fifteen days after FINRA approves the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change. As of December 31, 2021, the settlement has not yet closed. Other Contingencies Pursuant to ASC 450-20 – Loss Contingencies 73,040 and $ 71,240 , respectively, resulting from certain liabilities of Avant prior to the asset sale and recapitalization transaction (see Note 3). The contingent liabilities consisted of two notes payables with a total outstanding principal balance of $ 40,000 as of December 31, 2021 and September 30, 2021 and accrued interest payable of $ 33,040 and $ 31,240 as of December 31, 2021 and September 30, 2021, respectively. Legal Action In August 2017, numerous purported plaintiffs brought an action against Avant Diagnostics 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, which they were not compensated for, and were issued certain restricted shares of Avant as payment of those services and Avant did not remove the restrictive legend from said shares. The plaintiffs are seeking $ 1,000,000 On December 10, 2021, YPH LLC filed a complaint against the Company in the District Court for the Southern District of New York alleging that Theralink breached its Certificate of Designation for Series C-1 Convertible Preferred Stock by failing to honor a conversion notice submitted to it by YPH. Based on these and other allegations, Plaintiff asserted a breach of contract claim claiming that it has damages in excess of $ 100 million. Plaintiff also seeks a decree of specific performance directing Theralink to deliver all shares due under the Conversion Notice. Theralink filed its response to the complaint on February 4, 2022. The Company intends to vigorously defend this lawsuit. The Company believes these claims are without merit and intends to defend plaintiffs’ lawsuits vigorously. The Company currently believes the likelihood of a loss contingency related to these matters is remote and, therefore, no provision for a loss contingency is required. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 1, 2022, the third promissory note to a related party with a principal balance of $ 333,000 and accompanying warrant of 18,196,722 to purchase common stock was issued pursuant to the Securities Purchase Agreement with a related party. The Company received proceeds of $ 333,000 (see Note 6 and Note 8). The Warrants shall be valued using the relative fair value method. On January 27, 2022 and January 31, 2022, the Company entered into Securities Purchase Agreements (“SPA”) with two investors (“Investors”) pursuant to which the Investors agreed to purchase convertible notes (“Notes”) and accompanying warrants (“Warrants”) for an aggregate investment amount of $ 1,000,000 . The SPA contains customary representations, warranties, and covenants of the Company and Investors as detailed therein. The Notes have an aggregate face value of $ 1,000,000 and each Note bears interest at a rate of 8 % per annum (which shall increase to 10 % per year upon the occurrence of an “Event of Default” (as defined in the Notes)) and shall mature on November 1, 2026 (the “Maturity Date”). The Notes are convertible into shares of the Company’s common stock at a conversion price equal to $ 0.00366 per share for any amount of principal and accrued interest remaining outstanding (subject to adjustment as provided therein). The Company may prepay the Notes at any time upon approval of the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change by FINRA in an amount equal to 110% of the outstanding principal balance and accrued interest. In connection with each Note, the Investors were issued two Warrants. The first Warrant (the “A Warrant”) is to purchase an amount of common stock equal to 20 0.00366 80 0.00366 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) The issuance of the B Warrants to the Investors triggered the issuance of B Warrants to the purchasers of the first $ 2,000,000 80 Pursuant to an engagement letter (the “Engagement Letter”), dated as of December 15, 2021, as amended, by and between the Company and Carter, Terry & Company (the “Placement Agent”), the Company engaged the Placement Agent to act as the Company’s exclusive placement agent in connection with the private placement of the Notes. Pursuant to the Engagement Letter, the Company agreed to pay the Placement Agent a cash fee of 4 % of the gross proceeds raised by the Company in the private placement and to issue to the Placement Agent warrants in the same form as the B Warrant in an amount equal to 6 % of the gross proceeds raised in the private placement. The Engagement Letter also contains customary indemnification provisions. The Company owes the Placement Agent 16,393,443 Neither the Warrants referenced above, nor the conversion feature in the Notes are exercisable until the Financial Industry Regulatory Authority, Inc. (“FINRA”) approves the Company’s corporate action filing related to its name change. The B Warrants are not exercisable until the effectiveness of an amendment to our articles of incorporation to increase the Company’s authorized common stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying interim unaudited 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 unaudited consolidated financial statements of the Company and its wholly-owned, inactive subsidiaries, OncBioMune, LLC. (through dissolution date of July 11, 2021) and OncBioMune Sub, Inc. (through sale date of July 26, 2021), as of December 31, 2021. All intercompany transactions and balances have been eliminated. The interim unaudited 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 consolidated financial statements of the Form 10-K filed on January 13, 2022. 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 unaudited consolidated financial statements. The results for the interim period are not necessarily indicative of the results to be expected for the year ending September 30, 2022. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Going Concern | Going Concern These unaudited 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 unaudited consolidated financial statements, the Company had net loss and net cash used in operations of $ 1,512,267 1,494,792 51,398,615 4,865,914 2,417,506 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 unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The global pandemic COVID-19, otherwise referred to as the Coronavirus, could impair our ability to raise additional funding or make such funding more costly. The ongoing global pandemic has caused cessation of normal business operations and initially caused capital markets to decline sharply. This could make it more difficult for the Company to access capital. It is currently difficult to estimate with any certainty how long the pandemic and resulting curtailment of business will continue, and its effect on capital markets and the Company’s ability to raise funds is, accordingly, difficult to quantify. In addition, to the extent that any of the Company’s personnel or consultants are affected by the virus, this could cause delays or disruption in our planned research and development activities. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2021 and year ended September 30, 2021 include, but are not necessarily limited to, the valuation of assets and liabilities of discontinued operations, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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. |
Prepaid Assets | Prepaid Assets Prepaid assets are carried at amortized cost. Significant prepaid assets as of December 31, 2021 and September 30, 2021 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 unaudited consolidated balance sheet as laboratory supplies. |
Property and Equipment | Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three to five years . Leasehold improvements are depreciated over the shorter of their useful life or the lease term including scheduled renewal terms. Maintenance and repairs are charged to expense as incurred. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of these assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the consolidated financial statements as compensation expense over the service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black Scholes valuation model, the Company periodically reassessed the fair value of non-employee options until service conditions are met, which generally aligns with the vesting period of the options, and the Company adjusts the expense recognized in the consolidated financial statements accordingly. In June 2018, the FASB issued ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting, which simplifies several aspects of the accounting for nonemployee share-based payment transactions by expanding the scope of the stock-based compensation guidance in ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. ASU No. 2018-07 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods. Early adoption is permitted, but entities may not adopt prior to adopting the new revenue recognition guidance in ASC 606. The Company early adopted ASU No. 2018-07 during the period September 30, 2018, and the adoption did not have any impact on its consolidated financial statements. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2021 (UNAUDITED) |
Revenue Recognition | Revenue Recognition In accordance with ASU Topic 606 - Revenue from Contracts with Customers Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligations in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. 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 Company offers these services to biopharmaceutical companies and to private individuals. The revenue recognized from services provided to private individuals during the three months ended December 31, 2021 and year ended September 30, 2021 were minimal and therefore was not disaggregated for disclosure purposes. |
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 does 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 Credit Risk The Company maintains its cash in banks and financial institutions that at times may exceed the federally insured limit of $ 250,000 244,456 and $ 68,122, respectively . The Company has not experienced any losses in such accounts through December 31, 2021. Concentration of Revenues For the three months ended December 31, 2021, the Company generated total revenue of $ 78,975 56 35 9,790 Concentration of Deferred Revenue As of December 31, 2021, the Company had deferred revenue of $ 155,900 49 24 21 135,150 56 24 16 Concentration of Vendor Generally, the Company relies on one vendor to perform the Company’s patient reporting and contract research (formerly called sample analysis) which is an integral part of the Company’s operation and revenue stream. Any disruption in this service could have a material adverse effect on the Company’s business, financial condition and results of operations. During the three months ended December 31, 2021 and 2020, the Company incurred $ 113,295 and $ 275,000 , respectively, or 100% of it patient reporting and contract research (formerly called sample analysis) expense from one vendor. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 December 31, 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 December 31, 2021 2020 Stock warrants 1,075,563,017 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 780,807,641 — 3,993,681,020 2,568,851,829 |
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 The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the unaudited consolidated statements of operations. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 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 Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options 1. Added a disclosure objective 2. Added 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. Added information on which party controls the conversion rights 4. Aligned disclosure requirements for contingently convertible instruments with disclosure requirements for other convertible instruments 5. Required 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 early adopted ASU 2020-06 and its adoption did not have any material impact on the Company’s consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260) Debt-Modifications and Extinguishments (Subtopic 470-50) Compensation-Stock Compensation (Topic 718) Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING December 31, 2021 2020 Stock warrants 1,075,563,017 856,674,588 Series C-1 preferred stock 445,301,289 445,301,289 Series C-2 preferred stock 733,542,619 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 780,807,641 — 3,993,681,020 2,568,851,829 |
DISPOSAL OF SUBSIDIARIES AND _2
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
SCHEDULE OF ASSETS AND LIABILITIES IN TRANSACTION | SCHEDULE OF ASSETS AND LIABILITIES IN TRANSACTION Cash $ 675,928 Prepaid expense and other current assets 17,539 Total assets acquired 693,467 Accounts payable and other liabilities (40,149 ) Liabilities of discontinued operations (406,662 ) Total liabilities assumed (446,811 ) Net assets acquired $ 246,656 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | Property and equipment are recorded at cost. Once placed in service, they 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 December 31, September 30, (Unaudited) Laboratory equipment 5 $ 470,159 $ 470,159 Furniture 5 24,567 24,567 Leasehold improvements 5 349,115 349,115 Computer equipment 3 68,490 68,490 912,331 912,331 Less accumulated depreciation (249,369 ) (213,404 ) Property and equipment, net $ 662,962 $ 698,927 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | At December 31, 2021, the convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2021 September 30, 2021 Principal amount $ 1,000,000 $ — Less: debt discount (966,550 ) — Convertible notes payable, net $ 33,450 $ — Principal amount – related party $ 1,667,000 $ 1,000,000 Less: debt discount – related party (1,528,658 ) (935,019 ) Convertible note payable - related party, net $ 138,342 $ 64,981 Total convertible notes payable, net $ 171,792 $ 64,981 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Lease Liabilities | |
SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS | Financing lease right-of-use assets (“Financing ROU”) is summarized below: SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS December 31, 2021 September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (132,110 ) (120,518 ) Balance of Financing ROU assets $ 99,731 $ 111,323 |
SCHEDULE OF FINANCIAL LEASE LIABILITY | Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCIAL LEASE LIABILITY December 31, 2021 September 30, (Unaudited) Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (107,115 ) (95,726 ) Total 124,726 136,115 Less: short term portion (49,220 ) (47,730 ) Long term portion $ 75,506 $ 88,385 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under the financing lease agreements at December 31, 2021 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 45,951 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 144,798 Less: discount to fair value (20,072 ) Total financing lease payable at December 31, 2021 $ 124,726 |
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET | Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET December 31, 2021 September 30, 2021 (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Less accumulated reduction (20,036 ) (62,673 ) Balance of Operating ROU asset $ 1,192,672 $ 168,664 |
SCHEDULE OF OPERATING LEASE LIABILITY | Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY December 31, September 30, (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Total operating lease liability 1,212,708 231,337 Reduction of operating lease liability (12,657 ) (54,444 ) Total 1,200,051 176,893 Less: short term portion (22,667 ) (42,411 ) Long term portion $ 1,177,384 $ 134,482 |
SCHEDULE OF FUTURE BASE LEASE PAYMENTS | Future base lease payments under the non-cancellable operating lease at December 31, 2021 are as follows: SCHEDULE OF FUTURE BASE LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 87,134 2023 119,310 2024 122,893 2025 126,580 2026 130,377 2027 and thereafter 1,549,130 Total minimum non-cancellable operating lease payments 2,135,424 Less: discount to fair value (935,373 ) Total operating lease liability at December 31, 2021 $ 1,200,051 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES TRANSACTION | At December 31, 2021 and September 30, 2021, net amount due to related parties consisted of the following: SCHEDULE OF RELATED PARTIES TRANSACTION December 31, 2021 September 30, 2021 (Unaudited) Convertible notes principal – related party $ 1,667,000 $ 1,000,000 Discount on convertible notes - related party (1,528,658 ) (935,019 ) Note payable principal – related party 100,000 100,000 Consulting fee – related party — 18,000 Accounts payable – related party 3,350 3,714 Other receivable - related party (25,594 ) (21,711 ) Total $ 216,098 $ 164,984 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS | Warrant activities for the three months ended December 31, 2021 is summarized as follows: SCHEDULE OF WARRANTS Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Price Term (Years) Value Balance Outstanding at September 30, 2021 984,470,116 $ 0.00230 3.50 $ — Issued in connection with a convertible debt (see Note 6) 54,644,812 $ 0.00366 4.88 - Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 36,448,089 0.00366 4.86 — Balance Outstanding at December 31, 2021 1,075,563,017 $ 0.00245 3.39 $ — Exercisable at December 31, 2021 784,470,116 $ 0.00230 3.15 $ — |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | Jul. 26, 2021 | Jun. 05, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Jul. 30, 2021 | Sep. 24, 2020 | Sep. 22, 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 | 6,666,667 | |||||
Sale of Stock, Percentage of Ownership after Transaction | 54.55% | |||||||
Preferred stock, shares authorized | 26,667 | 26,667 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
OncBio Mune Sub Inc [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 10,000 | |||||||
Gain (Loss) on Disposition of Assets | $ 1,000 | |||||||
Asset Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of Stock, Percentage of Ownership after Transaction | 54.55% | |||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 5,081,549,184 | |||||||
Asset Purchase Agreement [Member] | Avant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 54.55% | |||||||
Series D-1 Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | 1,000 | ||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Series D-1 Preferred Stock [Member] | Asset Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | |||||||
Common Stock, Shares Authorized | 12,000,000,000 | 6,666,667 | ||||||
Series D-1 Preferred Stock [Member] | Asset Purchase Agreement [Member] | Avant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 54.55% | |||||||
Series F Preferred Stock [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Preferred stock, shares authorized | 1,000 | |||||||
Preferred stock, par value | $ 0.0001 | |||||||
Preferred stock stated value | $ 2,000 |
SCHEDULE OF ANTI-DILUTIVE SHARE
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING (Details) - shares | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 3,993,681,020 | 2,568,851,829 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 1,075,563,017 | 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 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 | 638,977,636 | 533,333,333 |
Series F Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 319,488,818 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings per share | 780,807,641 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||
Net loss | $ 1,512,267 | $ 1,419,775 | ||
Net cash used in operating activities | 1,494,792 | 1,146,973 | ||
Accumulated deficit | 51,398,615 | $ 49,825,855 | ||
Stockholder's equity | 4,865,914 | 1,767,089 | 4,945,362 | $ 307,595 |
Working capital deficit | 2,417,506 | |||
Cash, FDIC Insured Amount | 244,456 | 68,122 | ||
Revenues | 78,975 | 9,790 | ||
Deferred revenue | 155,900 | 135,150 | ||
Other Research and Development Expense | 113,295 | $ 275,000 | ||
Uncertain tax portion | 0 | $ 0 | ||
Interest and penalties | $ 0 | |||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration percentage | 56.00% | |||
Customer One [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration percentage | 49.00% | 56.00% | ||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration percentage | 35.00% | |||
Customer Two [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration percentage | 24.00% | 24.00% | ||
Customer Three [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||
Product Information [Line Items] | ||||
Concentration percentage | 21.00% | 16.00% | ||
Minimum [Member] | ||||
Product Information [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 3 years | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
Property, Plant and Equipment, Useful Life | 5 years | |||
Cash, FDIC Insured Amount | $ 250,000 |
SCHEDULE OF ASSETS AND LIABILIT
SCHEDULE OF ASSETS AND LIABILITIES IN TRANSACTION (Details) | Dec. 31, 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 |
DISPOSAL OF SUBSIDIARIES AND _3
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION (Details Narrative) - USD ($) | Jul. 26, 2021 | Jul. 11, 2021 | Jun. 05, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 24, 2020 | Sep. 22, 2020 | Jun. 04, 2020 |
Business Acquisition [Line Items] | |||||||||
Common Stock, Shares Authorized | 12,000,000,000 | 12,000,000,000 | 6,666,667 | ||||||
Sale of Stock, Percentage of Ownership after Transaction | 54.55% | ||||||||
Foreign Currency Transaction Gain (Loss), before Tax | $ 0 | $ (22,686) | |||||||
Disposal Group, Not Discontinued Operation, Loss (Gain) on Write-down | $ 0 | $ 227,294 | |||||||
Asset Purchase Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Sale of Stock, Percentage of Ownership after Transaction | 54.55% | ||||||||
Asset Purchase Agreement [Member] | Common Stock [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Conversion of Stock, Shares Converted | 5,081,549,184 | ||||||||
Asset Purchase Agreement [Member] | Avant [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 54.55% | ||||||||
Series D-1 Preferred Stock [Member] | Asset Purchase Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 1,000 | ||||||||
Common Stock, Shares Authorized | 12,000,000,000 | 6,666,667 | |||||||
Series D-1 Preferred Stock [Member] | Asset Purchase Agreement [Member] | Avant [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 54.55% | ||||||||
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 | ||||||||
OncBio Mune Sub Inc [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Gain/loss On Dissolution of Subsidiary | $ 9,916 | ||||||||
Stock Issued During Period, Shares, Conversion of Units | 10,000 | ||||||||
Gain (Loss) on Disposition of Assets | $ 1,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Marketable Securities, Unrealized Gain (Loss) | $ 5,400 | $ (3,100) | ||
Marketable Securities | $ 16,400 | $ 11,000 | ||
Amarantus BioScience Holdings, Inc. [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | |||
Stock Issued During Period, Value, Acquisitions | $ 40,980 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Laboratory equipment | $ 470,159 | $ 470,159 |
Furniture | 24,567 | 24,567 |
Leasehold improvements | 349,115 | 349,115 |
Computer equipment | 68,490 | 68,490 |
Property and equipment, gross | 912,331 | 912,331 |
Less accumulated depreciation | (249,369) | (213,404) |
Property and equipment, net | $ 662,962 | $ 698,927 |
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 | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 35,965 | $ 34,053 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 1,000,000 | |
Less: debt discount | (966,550) | |
Convertible notes payable, net | 33,450 | |
Principal amount – related party | 1,667,000 | 1,000,000 |
Less: debt discount – related party | (1,528,658) | (935,019) |
Convertible note payable - related party, net | 138,342 | 64,981 |
Total convertible notes payable, net | $ 171,792 | $ 64,981 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 21, 2021 | May 12, 2021 | May 12, 2021 | Apr. 26, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2017 |
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 1,000,000 | $ 1,000,000 | |||||||||||
Proceeds from Related Party Debt | 150,000 | ||||||||||||
Interest Payable | 33,040 | 33,040 | 31,240 | ||||||||||
Convertible Notes Payable, Noncurrent | 22,309 | 22,309 | |||||||||||
Notes Payable, Noncurrent | $ 644,691 | ||||||||||||
Debt Instrument, Unamortized Discount | 966,550 | 966,550 | |||||||||||
Amortization of debt discount | 92,019 | ||||||||||||
Proceeds from Convertible Debt | 1,000,000 | ||||||||||||
Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Class of Warrant or Right | $ 0.00366 | ||||||||||||
Warrants and Rights Outstanding | $ 661,088 | ||||||||||||
Promissory Note Agreement [Member] | Jeffrey Busch [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 150,000 | $ 100,000 | 100,000 | 100,000 | 100,000 | ||||||||
Debt interest rate | 1.00% | 1.00% | |||||||||||
Proceeds from Related Party Debt | $ 150,000 | $ 100,000 | |||||||||||
Interest Payable | 678 | 678 | 428 | ||||||||||
Notes Payable | 100,000 | 100,000 | 100,000 | ||||||||||
Promissory Note Agreement [Member] | Measurement Input, Prepayment Rate [Member] | Jeffrey Busch [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% | 1.00% | |||||||||||
Loan Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 1,000 | 1,000 | $ 1,000 | ||||||||||
Debt interest rate | 33.30% | ||||||||||||
Accrued interest | 1,439 | 1,439 | |||||||||||
Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair value of debt | $ 984,200 | $ 984,200 | |||||||||||
Investors [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 1,000,000 | 1,000,000 | |||||||||||
Interest Payable | 6,794 | 6,794 | |||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 333,000 | 333,000 | |||||||||||
Interest Payable | 4,386 | 4,386 | |||||||||||
Convertible Notes Payable, Noncurrent | 116,033 | 116,033 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 667,000 | ||||||||||||
Debt Instrument, Unamortized Discount | 644,691 | 644,691 | |||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 667,000 | $ 1,000,000 | $ 1,000,000 | $ 667,000 | $ 667,000 | ||||||||
Debt interest rate | 8.00% | 8.00% | 8.00% | 8.00% | 8.00% | ||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | 10.00% | 10.00% | ||||||||||
Debt Instrument, Maturity Date | Nov. 1, 2026 | May 12, 2026 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00313 | $ 0.00313 | |||||||||||
Interest Payable | $ 6,794 | $ 6,794 | 6,575 | ||||||||||
Notes Payable | 1,000,000 | ||||||||||||
Convertible Notes Payable, Noncurrent | 116,033 | 116,033 | 64,981 | ||||||||||
Debt Conversion, Converted Instrument, Amount | 1,000,000 | ||||||||||||
Notes Payable, Noncurrent | 883,967 | 883,967 | |||||||||||
Debt convertible, beneficial conversion feature | $ 15,800 | ||||||||||||
Debt Instrument, Unamortized Discount | 1,000,000 | $ 1,000,000 | |||||||||||
Amortization of debt discount | $ 51,052 | ||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | Measurement Input, Prepayment Rate [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | 110.00% | |||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | First Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 333,334 | ||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | Second Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 333,333 | ||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | Third Tranche [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Proceeds from Related Party Debt | $ 333,333 | ||||||||||||
Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | ||||||||||||
Debt principal amount | $ 334,000 | ||||||||||||
Interest Payable | $ 19,142 | ||||||||||||
Number of warrants to purchase shares | 63,897,764 | 63,897,764 | |||||||||||
Class of Warrant or Right | $ 0.00313 | $ 0.00313 | |||||||||||
Investors [Member] | Warrant One [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 334,000 | ||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | ||||||||||||
Number of warrants to purchase shares | 18,251,367 | ||||||||||||
Investor [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants to purchase shares | 18,251,367 | ||||||||||||
Investor [Member] | Warrant Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants to purchase shares | 18,196,722 | 18,196,722 | |||||||||||
First Investors [Member] | Securities Purchase Agreement [Member] | Convertible Note [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Convertible Notes Payable, Noncurrent | $ 22,309 | $ 22,309 | |||||||||||
Second Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00366 | ||||||||||||
Interest Payable | 4,603 | 4,603 | |||||||||||
Convertible Notes Payable, Noncurrent | 16,725 | 16,725 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 500,000 | ||||||||||||
Debt Instrument, Unamortized Discount | 483,275 | 483,275 | |||||||||||
Debt Conversion, Description | The Company shall not effect the conversion of any of the Note held by the Second Investor, and the Second Investor shall not have the right to convert any of the Note held by such Investor pursuant to the terms of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Restricted Holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by such Second Investor by written notice from the Second Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice) | ||||||||||||
Second Investor [Member] | Securities Purchase Agreement [Member] | Measurement Input, Prepayment Rate [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | ||||||||||||
Second Investor [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | $ 500,000 | ||||||||||||
Number of warrants to purchase shares | 27,322,406 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 495,560 | ||||||||||||
Second Investor [Member] | Warrant One [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants to purchase shares | 13,661,203 | ||||||||||||
Second Investor [Member] | Warrant Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Number of warrants to purchase shares | 13,661,203 | ||||||||||||
Second Investors [Member] | Warrant One [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | 250,000 | ||||||||||||
Second Investors [Member] | Warrant Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 250,000 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||||||||
Debt Instrument, Maturity Date | Nov. 1, 2026 | ||||||||||||
Proceeds from Convertible Debt | $ 500,000 | ||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.00366 | ||||||||||||
Interest Payable | 4,493 | 4,493 | |||||||||||
Convertible Notes Payable, Noncurrent | 16,725 | 16,725 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 500,000 | ||||||||||||
Debt Instrument, Unamortized Discount | $ 483,275 | $ 483,275 | |||||||||||
Debt Conversion, Description | The Company shall not effect the conversion of any of the Note held by the Third Investor, and the Third Investor shall not have the right to convert any of the Note held by such Third Investor pursuant to the terms of this Note and any such conversion shall be null and void and treated as if never made, to the extent that after giving effect to such conversion, such Restricted Holder would beneficially own in excess of 4.99% of the shares of common stock outstanding immediately after giving effect to such conversion (which provision may be increased to a maximum of 9.9% by such Third Investor by written notice from the Third Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice) | ||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | Measurement Input, Prepayment Rate [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | ||||||||||||
Third Investor [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Fair Value Adjustment of Warrants | 500,000 | ||||||||||||
Number of warrants to purchase shares | 27,322,406 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 495,560 | ||||||||||||
Third Investor [Member] | Warrant One [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 250,000 | ||||||||||||
Number of warrants to purchase shares | 13,661,203 | ||||||||||||
Third Investor [Member] | Warrant Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Short-term Debt [Line Items] | |||||||||||||
Debt principal amount | $ 250,000 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||||||||
Debt Instrument, Maturity Date | Nov. 1, 2026 | ||||||||||||
Number of warrants to purchase shares | 13,661,203 | ||||||||||||
Proceeds from Convertible Debt | $ 500,000 |
SCHEDULE OF FINANCIAL LEASE RIG
SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
Financing ROU assets | $ 231,841 | $ 231,841 |
Less accumulated depreciation | (132,110) | (120,518) |
Balance of Financing ROU assets | $ 99,731 | $ 111,323 |
SCHEDULE OF FINANCIAL LEASE LIA
SCHEDULE OF FINANCIAL LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
Financing lease payables for equipment | $ 231,841 | $ 231,841 |
Total financing lease payables | 231,841 | 231,841 |
Payments of financing lease liabilities | (107,115) | (95,726) |
Total | 124,726 | 136,115 |
Less: short term portion | (49,220) | (47,730) |
Long term portion | $ 75,506 | $ 88,385 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
2022 | $ 45,951 | |
2023 | 53,787 | |
2024 | 40,875 | |
2025 | 4,185 | |
Total minimum financing lease payments | 144,798 | |
Less: discount to fair value | (20,072) | |
Total | $ 124,726 | $ 136,115 |
SCHEDULE OF OPERATING RIGHT-OF-
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
Operating office lease | $ 1,212,708 | $ 231,337 |
Less accumulated reduction | (20,036) | (62,673) |
Balance of Operating ROU asset | $ 1,192,672 | $ 168,664 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
Operating office lease | $ 1,212,708 | $ 231,337 |
Total operating lease liability | 1,212,708 | 231,337 |
Reduction of operating lease liability | (12,657) | (54,444) |
Total | 1,200,051 | 176,893 |
Less: short term portion | (22,667) | (42,411) |
Long term portion | $ 1,177,384 | $ 134,482 |
SCHEDULE OF FUTURE BASE LEASE P
SCHEDULE OF FUTURE BASE LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Lease Liabilities | ||
2022 | $ 87,134 | |
2023 | 119,310 | |
2024 | 122,893 | |
2025 | 126,580 | |
2026 | 130,377 | |
2027 and thereafter | 1,549,130 | |
Total minimum non-cancellable operating lease payments | 2,135,424 | |
Less: discount to fair value | (935,373) | |
Total | $ 1,200,051 | $ 176,893 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | Jun. 10, 2021ft² | Jun. 10, 2021ft² | Oct. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2019USD ($) | Mar. 31, 2019USD ($) | Nov. 30, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Feb. 29, 2020USD ($) |
Depreciation expense financing ROU asset | $ 11,592 | $ 11,592 | ||||||||||
Operating discount rates | 8.00% | |||||||||||
Operating office lease | 1,212,708 | $ 231,337 | ||||||||||
Operating Lease, Right-of-Use Asset | 1,192,672 | 168,664 | ||||||||||
Operating Lease, Liability | 1,200,051 | 176,893 | ||||||||||
[custom:GainsLossesOnModificationOfOperatingLease] | 8,229 | |||||||||||
[custom:OperatingLeaseLiabilities-0] | 1,212,708 | $ 231,337 | ||||||||||
Lease cost | 56,867 | |||||||||||
Base lease cost | 28,690 | |||||||||||
Lease other expense | $ 28,177 | |||||||||||
Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | ||||||||||||
Operating discount rates | 12.00% | |||||||||||
Operating office lease | $ 231,337 | |||||||||||
Operating Lease, Right-of-Use Asset | $ 168,664 | |||||||||||
Operating Lease, Liability | 176,893 | |||||||||||
[custom:GainsLossesOnModificationOfOperatingLease] | $ 8,229 | |||||||||||
Minimum [Member] | ||||||||||||
Lessee, Finance Lease, Discount Rate | 8.00% | |||||||||||
Maximum [Member] | ||||||||||||
Lessee, Finance Lease, Discount Rate | 15.00% | |||||||||||
Lease Agreement [Member] | ||||||||||||
Lessee, Operating Lease, Term of Contract | 61 months | |||||||||||
Lessee, Operating Lease, Description | The lease is for a period of 61 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 | 4,734 | ||||||||||
Monthly rent, description | Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen | Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen | ||||||||||
First Lessor [Member] | Financing Agreement [Member] | ||||||||||||
Payments for Rent | $ 379 | |||||||||||
Lessee, 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 | |||||||||||
Second Lessor [Member] | Financing Agreement [Member] | ||||||||||||
Payments for Rent | $ 1,439 | |||||||||||
Lessee, 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 | |||||||||||
Third Lessor [Member] | Financing Agreement [Member] | ||||||||||||
Payments for Rent | $ 1,496 | |||||||||||
Lessee, Operating Lease, Term of Contract | 60 months | |||||||||||
Lessee, Operating Lease, Description | months commencing in March 2019 through | |||||||||||
Lease Expiration Date | Feb. 29, 2024 | |||||||||||
Finance Lease, Principal Payments | $ 64,940 | |||||||||||
Fourth Lessor [Member] | Financing Agreement [Member] | ||||||||||||
Payments for Rent | $ 397 | |||||||||||
Lessee, Operating Lease, Term of Contract | 60 months | |||||||||||
Lessee, Operating Lease, Description | months commencing in August 2019 through | |||||||||||
Lease Expiration Date | Jul. 31, 2024 | |||||||||||
Finance Lease, Principal Payments | $ 19,622 | |||||||||||
Fifth Lessor [Member] | Financing Agreement [Member] | ||||||||||||
Payments for Rent | $ 1,395 | |||||||||||
Lessee, Operating Lease, Term of Contract | 60 months | |||||||||||
Lessee, Operating Lease, Description | months commencing in January 2020 through | |||||||||||
Lease Expiration Date | Dec. 31, 2025 | |||||||||||
Finance Lease, Principal Payments | $ 68,821 |
SCHEDULE OF RELATED PARTIES TRA
SCHEDULE OF RELATED PARTIES TRANSACTION (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Convertible notes principal – related party | $ 1,667,000 | $ 1,000,000 |
Discount on convertible notes - related party | (1,528,658) | (935,019) |
Note payable principal – related party | 100,000 | 100,000 |
Consulting fee – related party | 18,000 | |
Accounts payable – related party | 3,350 | 3,714 |
Other receivable - related party | (25,594) | (21,711) |
Total | $ 216,098 | $ 164,984 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | Nov. 01, 2021 | Oct. 21, 2021 | May 12, 2021 | Apr. 26, 2021 | Jan. 02, 2021 | Dec. 31, 2021 | Sep. 30, 2021 |
Related Party Transaction [Line Items] | |||||||
Consulting fees | $ 18,000 | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | ||||||
Interest Payable | 33,040 | 31,240 | |||||
Convertible Notes Payable, Noncurrent | 22,309 | ||||||
Notes Payable, Noncurrent | $ 644,691 | ||||||
Due from Related Parties | 3,883 | ||||||
Accounts Receivable, Related Parties | 25,594 | 21,711 | |||||
Expense reimbursements | 3,350 | 3,714 | |||||
Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | 1,000,000 | ||||||
Interest Payable | 6,794 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | 333,000 | ||||||
Interest Payable | 4,386 | ||||||
Convertible Notes Payable, Noncurrent | 116,033 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | 334,000 | ||||||
Interest Payable | 19,142 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 63,897,764 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | $ 667,000 | $ 1,000,000 | 667,000 | ||||
Interest Payable | $ 6,794 | 6,575 | |||||
Investments | $ 1,000,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | 8.00% | ||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | 10.00% | 10.00% | ||||
Debt Instrument, Maturity Date | Nov. 1, 2026 | May 12, 2026 | |||||
Convertible Notes Payable, Noncurrent | $ 116,033 | 64,981 | |||||
Notes Payable, Noncurrent | $ 883,967 | ||||||
Securities Purchase Agreement [Member] | Investors [Member] | Three Convertible Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Investments | $ 1,000,000 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,251,367 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,251,367 | ||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant Two [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 18,196,722 | ||||||
Jeffrey Busch [Member] | Promissory Note Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | $ 150,000 | $ 100,000 | $ 100,000 | 100,000 | |||
Proceeds from Notes Payable | $ 150,000 | $ 100,000 | |||||
Interest Payable | 678 | $ 428 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | |||||
Related Party [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Interest Payable | 4,386 | ||||||
Mr. Kucharchuk [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consulting fees | $ 2,000 | $ 0 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - Warrant [Member] | 3 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, outstanding beginning balance | shares | 984,470,116 |
Weighted average exercise price, outstanding beginning balance | $ / shares | $ 0.00230 |
Weighted average remaining contractual term (years), beginning balance outstanding | 3 years 6 months |
Aggregate intrinsic value, beginning balance outstanding | $ | |
Number of warrants, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | shares | 54,644,812 |
Weighted average exercise price, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | $ / shares | $ 0.00366 |
Weighted average remaining contractual term (years), issued in connection with a convertible debt - related party | 4 years 10 months 17 days |
Number of warrants, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | shares | 36,448,089 |
Weighted average exercise price, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | $ / shares | $ 0.00366 |
Weighted average remaining contractual term (years), issued in connection with a convertible debt - related party (see Note 6 and Note 8) | 4 years 10 months 9 days |
Number of warrants, outstanding ending balance | shares | 1,075,563,017 |
Weighted average exercise price, outstanding ending balance | $ / shares | $ 0.00245 |
Weighted average remaining contractual term (years), ending balance outstanding | 3 years 4 months 20 days |
Aggregate intrinsic value, ending balance outstanding | $ | |
Number of warrants, exercisable | shares | 784,470,116 |
Weighted average exercise price, exercisable | $ / shares | $ 0.00230 |
Weighted average remaining contractual term (years), exercisable | 3 years 1 month 24 days |
Aggregate intrinsic value, exercisable | $ |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | Nov. 01, 2021 | Jul. 30, 2021 | May 12, 2021 | Sep. 15, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 01, 2022 | Dec. 01, 2021 | Oct. 29, 2021 | Sep. 30, 2021 | Sep. 24, 2020 | Sep. 22, 2020 | Feb. 18, 2011 |
Class of Stock [Line Items] | |||||||||||||
Common stock, shares authorized | 12,000,000,000 | 12,000,000,000 | 6,666,667 | ||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Dividends payable | $ 6,795 | $ 6,728 | |||||||||||
Common Stock, Shares, Outstanding | 5,124,163,254 | 5,124,164,690 | |||||||||||
Warrants issued | 1,075,563,017 | ||||||||||||
Warrants outstanding | 1,075,563,017 | ||||||||||||
Convertible Note [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00366 | ||||||||||||
Fair Value Adjustment of Warrants | $ 495,560 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00366 | ||||||||||||
Equity Option [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of options granted | 0 | ||||||||||||
Number of common stock reserved for issuance | 3,043,638,781 | ||||||||||||
Stock option percentage | 110.00% | ||||||||||||
Number of options issued and outstanding | 0 | ||||||||||||
2011 Stock Option Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of stock option shares acquired | 57 | ||||||||||||
Common Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Common Stock, Shares, Outstanding | 5,124,163,254 | ||||||||||||
Common Stock, Shares Subscribed but Unissued | 5,122,765,184 | ||||||||||||
Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of common stock reserved for issuance | 1,915,000,000 | ||||||||||||
Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of common stock reserved for issuance | 3,043,638,781 | ||||||||||||
Board of Directors [Member] | Maximum [Member] | 2011 Stock Option Plan [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Number of stock option shares acquired | 14 | ||||||||||||
Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 13,661,203 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00313 | ||||||||||||
Fair Value Adjustment of Warrants | $ 1,000,000 | ||||||||||||
Second Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 13,661,203 | ||||||||||||
Related Investors [Member] | Convertible Note [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.00366 | ||||||||||||
Fair Value Adjustment of Warrants | $ 661,088 | ||||||||||||
Related Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 18,251,367 | 18,196,722 | |||||||||||
Related Investors [Member] | Warrant [Member] | Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 18,196,722 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 667 | 667 | |||||||||||
Preferred stock, shares outstanding | 667 | 667 | |||||||||||
Preferred stock, shares authorized | 1,333 | 1,333 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 667 | 667 | |||||||||||
Preferred stock, shares outstanding | 667 | 667 | |||||||||||
Series C-1 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 2,966.2212 | 2,966.2212 | |||||||||||
Preferred stock, shares outstanding | 2,966.2212 | 2,966.2212 | |||||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Series C-2 Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 4,916.865 | 4,916.865 | |||||||||||
Preferred stock, shares outstanding | 4,916.865 | 4,916.865 | |||||||||||
Preferred stock, shares authorized | 6,000 | 6,000 | |||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Series E Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares authorized | 2,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||
Preferred stock, stated value | $ 2,000 | ||||||||||||
Debt interest rate | 8.00% | ||||||||||||
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. | ||||||||||||
Public offering, description | 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, subject to adjustment as provided in the Series E Certificate of Designation including a price protection provision for offerings below the conversion price. 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 | ||||||||||||
Sereis E preferred stock dividend | $ 40,329 | $ 40,219 | |||||||||||
Dividends payable | $ 13,589 | $ 13,151 | |||||||||||
Temporary equity, shares issued | 1,000 | 1,000 | |||||||||||
Temporary equity, shares outstanding | 1,000 | 1,000 | |||||||||||
Series E Preferred Stock [Member] | Minimum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price | $ 0.00375 | ||||||||||||
Series E Preferred Stock [Member] | Maximum [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Conversion price | $ 0.00313 | ||||||||||||
Series F Preferred Stock [Member] | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Preferred stock, shares issued | 500 | ||||||||||||
Preferred stock, shares outstanding | 500 | ||||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||
Preferred stock, stated value | $ 2,000 | ||||||||||||
Debt interest rate | 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 | ||||||||||||
Public offering, description | 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 immediately prior to the closing of such transaction or Qualified Public Offering. | ||||||||||||
Sereis E preferred stock dividend | $ 20,164 | $ 0 | |||||||||||
Temporary equity, shares issued | 500 | ||||||||||||
Temporary equity, shares outstanding | 500 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | Dec. 31, 2021USD ($) | Dec. 10, 2021USD ($) | Oct. 18, 2021USD ($)shares | Jun. 10, 2021ft² | Jun. 10, 2021ft² | Jan. 02, 2021USD ($) | Sep. 24, 2020USD ($)$ / sharesshares | Jul. 05, 2020USD ($)shares | Jun. 05, 2020USD ($)shares | Aug. 31, 2017USD ($) | Jun. 30, 2020shares | Dec. 31, 2019 | Mar. 31, 2018USD ($) | Sep. 30, 2006USD ($) | Dec. 31, 2021USD ($)shares | Sep. 30, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Sep. 22, 2020$ / sharesshares |
Loss Contingencies [Line Items] | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||
Subscription payable | $ 1,350,000 | $ 1,350,000 | $ 1,350,000 | $ 1,350,000 | ||||||||||||||
[custom:SettlementOfAccountsPayable] | $ 42,120 | |||||||||||||||||
Common Stock, Shares Authorized | shares | 12,000,000,000 | 12,000,000,000 | 6,666,667 | |||||||||||||||
Business Combination, Contingent Consideration, Liability | 73,040 | 73,040 | $ 71,240 | 73,040 | ||||||||||||||
Debt Instrument, Face Amount | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||
Interest Payable | 33,040 | 33,040 | 31,240 | 33,040 | ||||||||||||||
Amount of damages awarded to plaintiff | $ 1,000,000 | |||||||||||||||||
Two Notes Payable [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Debt Instrument, Face Amount | 40,000 | |||||||||||||||||
Minimum [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 100,000,000 | |||||||||||||||||
Busch Employment Agreement [Member]. | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Accrued director compensation | 147,500 | 147,500 | 132,500 | 147,500 | ||||||||||||||
Exclusive License Agreement [Member] | George Mason University [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Royalty Expense | $ 50,000 | |||||||||||||||||
Revenue Percentage | 1.50% | |||||||||||||||||
Accrued royalty fees | 1,710 | 1,710 | 1,591 | 1,710 | ||||||||||||||
Exclusive License Agreement [Member] | Sublicense Royalty [Member] | George Mason University [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Revenue Percentage | 15.00% | |||||||||||||||||
License Agreement [Member] | National Institutes of Health [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Royalty Expense | $ 6,000 | |||||||||||||||||
Revenue Percentage | 3.00% | |||||||||||||||||
Accrued royalty fees | $ 26,080 | $ 26,080 | 24,830 | 26,080 | ||||||||||||||
Non-refundable minimum annual royalty | $ 5,000 | |||||||||||||||||
License Agreement [Member] | Sublicense Royalty [Member] | National Institutes of Health [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Revenue Percentage | 10.00% | |||||||||||||||||
Employee Incentive Stock Options [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of options granted | shares | 1,800,000,000 | |||||||||||||||||
Lease Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 61 months | |||||||||||||||||
Lease Expiration Date | Feb. 28, 2025 | |||||||||||||||||
Lease Amendment [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Area of Land | ft² | 4,734 | 4,734 | ||||||||||||||||
Monthly rent, description | Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen | Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394; (9) $147,696 for year nine; (10) $152,127 for year ten; (11) $156,331 for year eleven; (12) $161,391 for year twelve; (13) $166,233 for year thirteen; (14) $171,220 for year fourteen and; (15) $176,357 for year fifteen | ||||||||||||||||
Subscription Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Aggregate purchase price | $ 1,350,000 | |||||||||||||||||
Subscription Agreement [Member] | Common Stock [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Sale of stock issued | shares | 431,309,904 | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | |||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.00313 | |||||||||||||||||
Settlement of Accounts Payable [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
[custom:SettlementOfAccountsPayable] | $ 84,240 | |||||||||||||||||
Common Stock, Shares Authorized | shares | 26,913,738 | |||||||||||||||||
Dr. Michael Ruxin [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Salary | $ 62,500 | 87,500 | ||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary | $ 300,000 | |||||||||||||||||
Annual decretionary bonus percentage | 150.00% | |||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of restricted shares | shares | 49,047,059 | |||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | 2020 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of options granted | shares | 420,691,653 | |||||||||||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary | $ 60,000 | |||||||||||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | 2020 Equity Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of options granted | shares | 420,691,653 | |||||||||||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member]. | 2020 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of restricted shares | shares | 49,047,059 | |||||||||||||||||
Thomas E Chilcott [Member] | Offer Letter [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary | $ 225,000 | |||||||||||||||||
Deferred compensation arrangements overall description | Mr. Chilcott is entitled to participate in all medical and other benefits that the Company has established for its employees. The offer letter also provides that Mr. Chilcott will be granted an option to purchase up to 94,545,096 shares of the Company’s common stock subject to terms including exercise price to be set by the Board of Directors of the Company. As of December 31, 2021, no bonus was due and no options have been granted to Mr. Chilcott | |||||||||||||||||
Thomas E Chilcott Three [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Deferred compensation arrangements overall description | The Board also approved two new bonuses for which Mr. Chilcott will be eligible: (i) a $37,500 bonus payable upon the Company’s completion of a capital raise of at least $1,000,000; and (ii) a $37,500 bonus payable upon the Company’s completion of a capital raise of at least $2,000,000 in the aggregate | |||||||||||||||||
Thomas E Chilcott Three [Member] | Minimum [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary | $ 225,000 | |||||||||||||||||
Thomas E Chilcott Three [Member] | Maximum [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Annual base salary | 300,000 | |||||||||||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Compensation fees | $ 2,000 | |||||||||||||||||
Advisory service fees | $ 1,500 | |||||||||||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of options granted | shares | 88,786,943 | 88,786,943 | ||||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Compensation fees | $ 272 | |||||||||||||||||
Advisory service fees | $ 1,500 | |||||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Number of options granted | shares | 77,972,192 | 77,972,192 | ||||||||||||||||
Kucharchuk [Member] | Consulting Agreement [Member] | ||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||
Compensation fees | $ 2,000 | |||||||||||||||||
Accrued consulting fees | $ 0 | $ 0 | $ 18,000 | $ 0 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 01, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Nov. 01, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | |||||
Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Issuance of Common Stock | $ 333,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | 10.00% | ||||
Warrant per share | 0.00366 | |||||
Common stock percentage | 20.00% | 20.00% | ||||
Share price | $ 0.00366 | $ 0.00366 | ||||
Subsequent Event [Member] | Warrant [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock percentage | 80.00% | 80.00% | ||||
Share price | $ 0.00366 | $ 0.00366 | ||||
Subsequent Event [Member] | Warrant B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock percentage | 80.00% | 80.00% | ||||
Number of warrants purchaser triggered | $ 2,000,000 | |||||
[custom:CashFeesPercentage-0] | 4.00% | 4.00% | ||||
Subsequent Event [Member] | Warrant B [Member] | Private Placement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Common stock percentage | 6.00% | 6.00% | ||||
Subsequent Event [Member] | Note [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Face Amount | $ 1,000,000 | $ 1,000,000 | ||||
Fair Value Adjustment of Warrants | $ 1,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | ||||
Debt Instrument, Interest Rate, Effective Percentage | 110.00% | 110.00% | ||||
Debt Instrument, Maturity Date | Nov. 1, 2026 | |||||
Subsequent Event [Member] | Note [Member] | Warrant B [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Payments for private placement of warramts | $ 16,393,443 | |||||
Subsequent Event [Member] | Promissory Note Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Face Amount | $ 333,000 | |||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Warrants issued | 18,196,722 |