Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2022 | Aug. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q3 | |
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 | 6,151,499,919 |
Balance Sheets
Balance Sheets - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS: | ||
Cash | $ 125,417 | $ 314,151 |
Accounts receivable | 109,380 | |
Other receivable (related party $35,594 in 2022 and $21,711 in 2021) | 35,594 | 23,044 |
Prepaid expenses and other current assets | 181,258 | 219,496 |
Marketable securities | 2,400 | 11,000 |
Laboratory supplies | 71,062 | |
Total Current Assets | 454,049 | 638,753 |
OTHER ASSETS: | ||
Property and equipment, net | 678,372 | 698,927 |
Finance right-of-use assets, net | 76,546 | 111,323 |
Operating right-of-use asset, net | 1,167,191 | 168,664 |
Security deposits | 18,715 | 20,909 |
Total Assets | 2,394,873 | 1,638,576 |
CURRENT LIABILITIES: | ||
Accounts payable | 546,411 | 1,018,797 |
Accounts payable - related party | 6,000 | 3,714 |
Accrued liabilities | 145,194 | 71,077 |
Accrued liabilities - related party | 18,000 | |
Accrued compensation | 343,865 | 186,177 |
Accrued director compensation | 177,500 | 132,500 |
Contract liabilities | 302,672 | 135,150 |
Notes payable - related party | 350,000 | 100,000 |
Notes payable - current | 1,000 | 1,000 |
Financing lease liability - current | 52,351 | 47,730 |
Operating lease liability - current | 24,181 | 42,411 |
Insurance payable | 12,271 | 118,294 |
Subscriptions payable | 1,350,000 | |
Contingent liabilities | 76,640 | 71,240 |
Total Current Liabilities | 2,038,085 | 3,296,090 |
LONG-TERM LIABILITIES: | ||
Financing lease liability | 48,522 | 88,385 |
Operating lease liability | 1,164,538 | 134,482 |
Convertible notes - related party, net of discount | 974,762 | 64,981 |
Convertible notes, net of discount | 282,467 | |
Total Liabilities | 4,508,374 | 3,583,938 |
Commitments and Contingencies (Note 10) | ||
STOCKHOLDERS’ DEFICIT: | ||
Common stock: $0.0001 par value, 100,000,000,000 shares authorized; 6,151,499,919 and 5,124,164,690 issued and outstanding at June 30, 2022 and September 30, 2021, respectively | 615,150 | 512,416 |
Additional paid-in capital | 49,333,767 | 44,368,077 |
Accumulated deficit | (55,062,418) | (49,825,855) |
Total Stockholders’ Deficit | (5,113,501) | (4,945,362) |
Total Liabilities and Stockholders’ Deficit | 2,394,873 | 1,638,576 |
Series E Preferred Stock [Member] | ||
LONG-TERM LIABILITIES: | ||
Temporary equity value | 2,000,000 | 2,000,000 |
Series F Preferred Stock [Member] | ||
LONG-TERM LIABILITIES: | ||
Temporary equity value | 1,000,000 | 1,000,000 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series C-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series D-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value | ||
Series D-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock value |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Other receivable related party | $ 35,594 | $ 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 value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, shares issued | 6,151,499,919 | 5,124,164,690 |
Common stock, shares outstanding | 6,151,499,919 | 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 | $ 2,013,151 | $ 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 | $ 1,006,575 | $ 1,006,728 |
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 | 1,043 | 2,966 |
Preferred stock shares outstanding | 1,043 | 2,966 |
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 | 3,037 | 4,917 |
Preferred stock shares outstanding | 3,037 | 4,917 |
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 |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
REVENUES, NET | $ 164,213 | $ 278,925 | $ 262,688 | $ 415,029 |
COST OF REVENUE | 99,484 | 69,253 | 160,229 | 99,298 |
GROSS PROFIT | 64,729 | 209,672 | 102,459 | 315,731 |
OPERATING EXPENSES: | ||||
Professional fees | 162,164 | 243,517 | 677,740 | 654,736 |
Compensation expense | 703,267 | 532,414 | 2,031,755 | 1,654,693 |
Licensing fees | 30,377 | 39,172 | 105,432 | 100,364 |
General and administrative expenses | 545,254 | 589,463 | 1,606,174 | 2,069,942 |
Total Operating Expenses | 1,441,062 | 1,404,566 | 4,421,101 | 4,479,735 |
LOSS FROM OPERATIONS | (1,376,333) | (1,194,894) | (4,318,642) | (4,164,004) |
OTHER INCOME (EXPENSE): | ||||
Interest expense, net | (326,961) | (26,993) | (729,814) | (43,679) |
Gain on debt extinguishment, net | 227,294 | |||
Unrealized (loss) gain on marketable securities | (5,500) | (3,900) | (8,600) | (3,600) |
Unrealized loss on exchange rate | (22,686) | |||
Total Other Income (Loss), net | (332,461) | (30,893) | (738,414) | 157,329 |
NET LOSS | (1,708,794) | (1,225,787) | (5,057,056) | (4,006,675) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (1,768,629) | $ (1,265,239) | $ (5,236,563) | $ (4,126,236) |
NET LOSS PER COMMON SHARE: | ||||
Basic and Diluted | $ 0 | $ 0 | $ 0 | $ 0 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
Basic and Diluted | 6,062,411,449 | 5,550,559,312 | 5,732,126,399 | 5,306,754,829 |
Series E Preferred Stock [Member] | ||||
OTHER INCOME (EXPENSE): | ||||
Series F preferred stock dividend | $ (39,890) | $ (39,452) | $ (119,671) | $ (119,561) |
Series F Preferred Stock [Member] | ||||
OTHER INCOME (EXPENSE): | ||||
Series F preferred stock dividend | $ (19,945) | $ (59,836) |
Statement of Changes in Stockho
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 | ||||||
Series E preferred stock dividend | (40,219) | (40,219) | ||||||||
Net loss | (1,419,775) | (1,419,775) | ||||||||
Adjustment related to Series A preferred prior period redemption payment | 500 | 500 | ||||||||
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, 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 | ||||||
Net loss | (4,006,675) | |||||||||
Ending balance, value at Jun. 30, 2021 | $ 512,416 | 43,368,077 | (47,313,824) | (3,433,331) | ||||||
Ending balance, shares at Jun. 30, 2021 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 512,416 | 42,368,077 | (44,647,582) | (1,767,089) | ||||||
Beginning balance, shares at Dec. 31, 2020 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Series E preferred stock dividend | (39,452) | (39,452) | ||||||||
Net loss | (1,361,113) | (1,361,113) | ||||||||
Ending balance, value at Mar. 31, 2021 | $ 512,416 | 42,368,077 | (46,048,147) | (3,167,654) | ||||||
Ending balance, shares at Mar. 31, 2021 | 667 | 2,966 | 4,917 | 5,124,164,690 | ||||||
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount | 984,200 | 984,200 | ||||||||
Series E preferred stock dividend | (39,890) | (39,890) | ||||||||
Net loss | (1,225,787) | (1,225,787) | ||||||||
Beneficial conversion feature related to a convertible note - related party recorded as debt discount | 15,800 | 15,800 | ||||||||
Ending balance, value at Jun. 30, 2021 | $ 512,416 | 43,368,077 | (47,313,824) | (3,433,331) | ||||||
Ending balance, shares at Jun. 30, 2021 | 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 a convertible note - related party recorded as debt discount | 661,088 | 661,088 | ||||||||
Relative fair value of warrants issued in connection with convertible notes - recorded as debt discount | 991,120 | 991,120 | ||||||||
Series E preferred stock dividend | (40,329) | (40,329) | ||||||||
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 | ||||||
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 | ||||||
Net loss | (5,057,056) | |||||||||
Ending balance, value at Jun. 30, 2022 | $ 615,150 | 49,333,767 | (55,062,418) | (5,113,501) | ||||||
Ending balance, shares at Jun. 30, 2022 | 667 | 1,043 | 3,037 | 6,151,499,919 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 512,416 | 46,020,285 | (51,398,615) | (4,865,914) | ||||||
Beginning balance, shares at Dec. 31, 2021 | 667 | 2,966 | 4,917 | 5,124,163,254 | ||||||
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount | 331,969 | 331,969 | ||||||||
Relative fair value of warrants issued in connection with convertible notes - recorded as debt discount | 996,708 | 996,708 | ||||||||
Series E preferred stock dividend | (39,452) | (39,452) | ||||||||
Series F preferred stock dividend | (19,727) | (19,727) | ||||||||
Net loss | (1,835,995) | (1,835,995) | ||||||||
Issuance of common stock in connection with conversion of Series C-1 preferred stock | $ 16,364 | (16,364) | ||||||||
Issuance of common stock in connection with conversion of series C-1 preferred stock shares | (1,090) | 163,637,529 | ||||||||
Issuance of common stock in connection with conversion of Series C-2 preferred stock | $ 28,048 | (28,048) | ||||||||
Issuance of common stock in connection with conversion of series C-2 preferred stock shares | (1,880) | 280,475,491 | ||||||||
Issuance of common stock in connection with settlement of accounts payable | $ 2,691 | 81,549 | 84,240 | |||||||
Issuance of common stock in connection with settlement of accounts payable shares | 26,913,738 | |||||||||
Issuance of common stock in connection with subscriptions payable | $ 43,131 | 1,306,869 | 1,350,000 | |||||||
Issuance of common stock in connection with subscriptions payable shares | 431,309,907 | |||||||||
Relative fair value of additional warrants issued in connection with modification of convertible notes - related party recorded as debt discount | 34,620 | 34,620 | ||||||||
Relative fair value of additional warrants issued in connection with modification of convertible notes recorded as debt discount | 44,858 | 44,858 | ||||||||
Ending balance, value at Mar. 31, 2022 | $ 602,650 | 48,772,446 | (53,293,789) | (3,918,693) | ||||||
Ending balance, shares at Mar. 31, 2022 | 667 | 1,876 | 3,037 | 6,026,499,919 | ||||||
Relative fair value of warrant issued in connection with a convertible note - related party recorded as debt discount | 238,228 | 238,228 | ||||||||
Relative fair value of warrants issued in connection with convertible notes - recorded as debt discount | 335,593 | 335,593 | ||||||||
Series E preferred stock dividend | (39,890) | (39,890) | ||||||||
Series F preferred stock dividend | (19,945) | (19,945) | ||||||||
Net loss | (1,708,794) | (1,708,794) | ||||||||
Issuance of common stock in connection with conversion of Series C-1 preferred stock | $ 12,500 | (12,500) | ||||||||
Issuance of common stock in connection with conversion of series C-1 preferred stock shares | (833) | 125,000,000 | ||||||||
Ending balance, value at Jun. 30, 2022 | $ 615,150 | $ 49,333,767 | $ (55,062,418) | $ (5,113,501) | ||||||
Ending balance, shares at Jun. 30, 2022 | 667 | 1,043 | 3,037 | 6,151,499,919 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS USED IN OPERATING ACTIVITIES | ||
Net loss | $ (5,057,056) | $ (4,006,675) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation on property and equipment and finance ROU assets | 143,531 | 138,632 |
Non-cash lease cost | 21,528 | 1,382 |
Amortization of debt discount | 501,432 | 14,116 |
Gain on debt extinguishment | (227,294) | |
Unrealized loss on exchange rate | 22,686 | |
Unrealized loss on marketable securities | 8,600 | 3,600 |
Gain on modification of operating lease | (8,229) | |
Change in operating assets and liabilities: | ||
Accounts receivable | (109,380) | (149,938) |
Prepaid expenses and other current assets | 27,882 | 44,420 |
Laboratory supplies | 71,062 | 36,467 |
Accounts payable | (385,860) | 252,383 |
Accrued liabilities and other liabilities | 158,335 | 20,950 |
Contract liabilities | 167,522 | 148,550 |
NET CASH USED IN OPERATING ACTIVITIES | (4,460,633) | (3,700,721) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Adjustment related to Series A preferred prior period redemption payment | 500 | |
Purchase of property and equipment | (88,199) | (116,052) |
NET CASH USED IN INVESTING ACTIVITIES | (88,199) | (115,552) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of common stock | 1,350,000 | |
Proceeds from convertible debt - related party | 1,900,000 | 666,667 |
Proceeds from convertible debt | 2,425,000 | |
Proceeds of notes payable - related party | 400,000 | 100,000 |
Repayment of notes payable - related party | (150,000) | |
Repayment of financed lease | (35,242) | |
Payments for preferred stock dividends | (179,660) | |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,360,098 | 2,116,667 |
NET CHANGE IN CASH | (188,734) | (1,699,606) |
CASH, beginning of the period | 314,151 | 1,779,283 |
CASH, end of the period | 125,417 | 79,677 |
Cash paid during the period for: | ||
Interest | 100,025 | |
Income taxes | ||
Non-cash investing and financing activities: | ||
Series E preferred stock dividend | 119,671 | 119,561 |
Series F preferred stock dividend | 59,836 | |
Initial amount of operating ROU asset and related liability | 1,212,708 | |
Relative fair value of warrant issued in connection with convertible notes - related party recorded as debt discount | 1,231,285 | 984,200 |
Relative fair value of warrant issued in connection with convertible notes recorded as debt discount | 2,323,421 | |
Relative fair value of additional warrants issued in connection with modification of convertible notes - related party recorded as debt discount | 34,620 | 15,800 |
Relative fair value of additional warrants issued in connection with modification of convertible notes recorded as debt discount | $ 44,858 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended |
Jun. 30, 2022 | |
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 54.55 6,666,667 12,000,000,000 5,081,549,184 . 54.55 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 1,000 On February 25, 2022, FINRA recognized the Company’s name change to Theralink Technologies, Inc. and the related ticker symbol change from “OBMP” to “THER” went into effect. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying interim unaudited 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 financial statements of the Company as of June 30, 2022. The interim unaudited financial statements do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the audited financial statements of the Form 10-K filed on 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 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 UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Going Concern These unaudited 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 financial statements, the Company had net loss and net cash used in operations of $ 5,057,056 4,460,633 55,062,418 5,113,501 1,584,036 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 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 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 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the nine months ended June 30, 2022 and year ended September 30, 2021 include, but are not necessarily limited to, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on the 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 UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (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 June 30, 2022 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 assets and reflected in the accompanying unaudited balance sheet as laboratory supplies. Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three five years Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the 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 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 financial statements. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Revenue Recognition and Contract Assets and Liabilities 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 which is reflected as contract liabilities on the accompanying unaudited balance sheet. The Company may include, in accounts receivable, amounts billed to customers in advance of services being initiated or completed. If the Company has a right to such consideration that is unconditional such as for contractually allowed billings, such amounts billed in advance would be offset by a contract liability. 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 Company uses various output methods to recognize revenues. The revenue recognized from services provided to private individuals during the nine months ended June 30, 2022 and year ended September 30, 2021 were minimal and therefore was not disaggregated for disclosure purposes. Contract Liabilities Contract liabilities are cash deposits received from customers and advance billing included in accounts receivable on uncompleted contracts for which revenues have not been recognized as of the balance sheet date. Contract liabilities as of June 30, 2022 and September 30, 2021 are as follows: SCHEDULE OF CONTRACT LIABILITIES June 30, 2022 September 30, 2021 Contract liabilities beginning balance $ 135,150 $ — Billings and cash receipts on uncompleted contracts 325,048 281,012 Less: revenues recognized during the period (157,525 ) (145,862 ) Total contract liabilities $ 302,672 $ 135,150 During the nine months ended June 30, 2022, the Company recognized $ 157,525 22,250 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 0 68,122 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Concentration of Revenues For the three months ended June 30, 2022, the Company generated total revenue of $ 164,213 52 13 278,925 56 18 14 For the nine months ended June 30, 2022, the Company generated total revenue of $ 262,688 32 23 17 415,029 38 14 13 Concentration of Accounts Receivable As of June 30, 2022, the Company had accounts receivable of $ 109,380 34 19 14 12 11 10 Concentration of Contract Liabilities As of June 30, 2022, the Company had deferred revenue reflected as contract liabilities of $ 302,672 42 25 15 10 135,150 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 nine months ended June 30, 2022 and 2021, the Company incurred $ 275,372 733,242 Basic and Diluted Loss Per Share Pursuant to ASC 260-10-45, basic loss per common share is computed by dividing the 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 the net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of June 30, 2022 and 2021 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2022 2021 Stock warrants 1,876,207,963 920,572,535 Series C-1 preferred stock 156,626,175 445,301,289 Series C-2 preferred stock 453,067,129 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 1,417,522,294 — 4,861,890,015 2,632,749 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) 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 statements of operations. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) 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 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 financial statements. |
DISPOSAL OF SUBSIDIARIES AND RE
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION | 9 Months Ended |
Jun. 30, 2022 | |
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 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 1,000 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 9 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 4 – MARKETABLE SECURITIES During the fiscal year ended 2017, the Company acquired 1,000,000 40,980 8,600 3,600 2,400 11,000 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 September 30, (Unaudited) Laboratory equipment 5 $ 553,648 $ 470,159 Furniture 5 24,567 24,567 Leasehold improvements 5 353,826 349,115 Computer equipment 3 68,490 68,490 Property and equipment gross 1,000,531 912,331 Less accumulated depreciation (322,159 ) (213,404 ) Property and equipment, net $ 678,372 $ 698,927 For the three months ended June 30, 2022 and 2021, depreciation expense related to property and equipment amounted to $ 36,825 34,879 For the nine months ended June 30, 2022 and 2021, depreciation expense related to property and equipment amounted to $ 108,754 103,856 Leased equipment was not included in the table above as it was accounted for in accordance with ASU 842 – Leases financing lease right-of-use (“ROU”) assets and financing lease liabilities. |
DEBT
DEBT | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 – DEBT At June 30, 2022, the convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 September 30, 2021 Principal amount $ 2,425,000 $ — Less: debt discount (2,142,533 ) — Convertible notes payable, net $ 282,467 $ — Principal amount – related party $ 2,900,000 $ 1,000,000 Less: debt discount – related party (1,925,238 ) (935,019 ) Convertible note payable - related party, net $ 974,762 $ 64,981 Total convertible notes payable, net $ 1,257,229 $ 64,981 Convertible Debt – Related Party On May 12, 2021, the Company entered into a Securities Purchase Agreement (“May 2021 SPA”) with a related party, who is an affiliate stockholder (“May 2021 Investor”) to purchase a convertible note (“May 2021 Note”) and accompanying warrants (“May 2021 Warrants”) for an aggregate investment amount of $ 1,000,000 1,000,000 8 10 May 12, 2026 333,334 333,333 333,333 0.00313 110 19,142 1,000,000 6,575 64,981 1,000,000 4,932 216,470 783,530 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) The May 2021 Warrants has an exercise price of $ 0.00313 984,200 15,800 1,000,000 151,489 On November 1, 2021, the Company entered into a Securities Purchase Agreement (“First November 2021 SPA”) with a related party, who is an affiliate stockholder (“First November 2021 Investor”), to purchase three convertible notes (collectively as “First November 2021 Notes”) and three accompanying warrants (collectively as “First November 2021 Warrants”), for an aggregate investment amount of $ 1,000,000 334,000 18,251,367 333,000 18,196,722 333,000 18,196,722 1,000,000 8 10 November 1, 2026 990,048 0.00366 110 On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. 218,579,234 34,630 Debt Modifications and Exchanges; 1,000,000 6,575 88,997 911,003 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On April 5, 2022, the Company entered into a Securities Purchase Agreement (“First April 2022 SPA”) with a related party, Matthew Schwartz, who is a member of the board of directors (“Investor”), to purchase a convertible note with principal of $ 100,000 4,201,681 100,000 89,815 8 10 April 1, 2027 0.00476 110 100,000 1,885 14,424 85,576 On May 9, 2022, the Company entered into a Securities Purchase Agreement (“May 2022 SPA”) with a related party, who is an affiliate stockholder (“May 2022 Investor”), to purchase four convertible notes for an aggregate investment amount of $ 1,000,000 20 250,000 10,504,202 250,000 10,504,202 250,000 10,504,202 750,000 8 10 142,489 0.00476 110 750,000 5,973 610,743 139,257 On June 15, 2022, the Company closed a Securities Purchase Agreement (“June 2022 SPA”) with a related party, Danica Holly, who is a member of the board of directors (“Investor”), to purchase a convertible note with principal of $ 50,000 2,100,840 50,000 5,924 8 10 April 1, 2027 0.00476 . 110 50,000 164 44,127 5,873 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Convertible Debt On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Second November 2021 SPA”) with an investor (“Second November 2021 Investor”) to purchase two convertible notes (collectively as “Second November 2021 Notes”) and two accompanying warrants (collectively as “Second November 2021 Warrants”), for an aggregate investment amount of $ 500,000 250,000 13,661,203 250,000 13,661,203 500,000 8 10 November 1, 2026 27,322,406 495,560 0.00366 110 The Company shall not effect the conversion of any of the Second November 2021 Notes held by the Second November 2021 Investor, and the Second November 2021 Investor shall not have the right to convert any of the Second November 2021 Notes 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 written notice from the Second November 2021 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice). On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Second November 2021 Investor. Upon the approval of the Second November 2021 Investor, the Company modified the terms of the Second November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the Second November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes. 109,289,616 22,429 Debt Modifications and Exchanges; 500,000 24,438 44,087 455,913 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On November 1, 2021, the Company entered into a Securities Purchase Agreement (“Third November 2021 SPA”) with an investor (“Third November 2021 Investor”) to purchase two convertible notes (collectively as “Third November 2021 Notes”) and two accompanying warrants (collectively as “Third November 2021 Warrants”), for an aggregate investment amount of $ 500,000 250,000 13,661,203 250,000 13,661,203 500,000 8 10 November 1, 2026 27,322,406 495,560 0.00366 110 The Company shall not effect the conversion of any of the Third November 2021 Notes held by the Third November 2021 Investor, and the Third November 2021 Investor shall not have the right to convert any of the Third November 2021 Notes 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 written notice from the Third November 2021 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice). On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the Third November 2021 Investor. Upon the approval of the Third November 2021 Investor, the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. 109,289,616 22,429 Debt Modifications and Exchanges; 500,000 24,329 44,087 455,913 On January 27, 2022, the Company entered into a Securities Purchase Agreement (“First January 2022 SPA”) with an investor (“First January 2022 Investor”) to purchase a convertible note with a principal balance of $ 500,000 500,000 136,612,022 8 10 November 1, 2026 136,612,022 472,403 0.00366 110 The Company shall not effect any conversion of the First January 2022 Note and the First January 2022 Investor shall not have the right to convert any amount of the First January 2022 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 First January 2022 Investor by written notice from the First January 2022 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice. 500,000 16,877 45,712 454,288 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On January 31, 2022, the Company entered into a Securities Purchase Agreement (“Second January 2022 SPA”) with an investor (“Second January 2022 Investor”) to purchase a convertible note with principal balance of $ 500,000 (“Second January 2022 Note”) with the Company receiving $ 500,000 136,612,022 shares of common stock (“Second January 2022 Warrants”). The Second January 2022 Note 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 Second January 2022 Note)) and mature on November 1, 2026 . The Second January 2022 Warrants are exercisable at any time and expire on November 1, 2026. The Second January 2022 Warrants to purchase up to 136,612,022 shares of common stock were valued at $ 469,810 using the relative fair value method and recorded as a debt discount which is being amortized over the life of the Second January 2022 Note. The Second January 2022 Note and Second January 2022 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). The Second January 2022 Note and Second January 2022 Warrants include a down-round provision under which the conversion price and exercise price are reduced if the Company sells or issues any securities including options, convertible securities, with the exception of exempt issuance (as defined in the agreements), or amended outstanding securities, at a lower conversion or exercise price than that of the Second January 2022 Note and Second January 2022 Warrants. The conversion and exercise price of the Second January 2022 Note and Second January 2022 Warrants are reduced equal to the lower conversion and exercise price of the new issuance or amended securities. The Company may prepay the Second January 2022 Note at any time in an amount equal to 110 % of the outstanding principal balance and accrued interest. At the election of the Second January 2022 Investor, the Second January 2022 Note can be converted in whole or in part at any time and from time to time. Further, upon maturity the Company may pay the outstanding balance of the Second January 2022 Note in cash or convert it 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 Second January 2022 Note), 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 Second January 2022 Note held by the Second January 2022 Investor, and the Second January 2022 Investor shall not have the right to convert any of the Second January 2022 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 January 2022 Investor by written notice from the Second January 2022 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice. As of June 30, 2022, the Second January 2022 Note had an outstanding principal balance of $ 500,000 and accrued interest of $ 16,438 . The Second January 2022 Note is reflected in the accompanying unaudited balance sheet at $ 44,799 as a long-term convertible note payable, net of discount in the amount of $ 455,201 as of June 30, 2022. During April 2022, the Company entered into a Securities Purchase Agreement (“Second April 2022 SPA”) with various investors (“Investors”), to purchase convertible notes for an aggregate investment amount of $ 425,000 425,000 17,857,144 335,593 8 10 April 1, 2027 0.00476 110 425,000 7,140 103,782 321,218 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Notes Payable - Related Party On April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal amount of $ 100,000 100,000 1 April 1, 2022 1 100,000 428 On October 21, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal amount of $ 150,000 150,000 1 1 On May 5, 2022, the Company and Jeffrey Busch (collectively as “Parties”) amended the April 26, 2021 note (discussed above) with principal amount of $ 100,000 350,000 250,000 1 2 May 5, 2024 Debt Modifications and Exchanges, 350,000 notes payable – related party 1,650 Note Payable In September 2017, the Company entered into a note agreement with a third-party investor. Pursuant to the note, the Company borrowed a principal amount of $ 1,000 33.3 1,000 1,604 |
LEASE LIABILITIES
LEASE LIABILITIES | 9 Months Ended |
Jun. 30, 2022 | |
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. 16,065 Effective November 2018, the Company entered into a financing agreement with a 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 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Effective March 2019, the Company entered into a financing agreement with a third lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $ 1,496 60 months commencing in March 2019 through February 2024. 64,940 Effective August 2019, the Company entered into a financing agreement with a fourth lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $ 397 60 months commencing in August 2019 through July 2024. 19,622 Effective January 2020, the Company entered into a financing agreement with a fifth lessor to finance the purchase of equipment. Pursuant to the financing agreement, the Company shall make a monthly payment of $ 1,395 60 months commencing in January 2020 through December 2025. 68,821 The significant assumption used to determine the present value of the financing lease payables was the discount rate which ranged from 8 15 Financing lease right-of-use assets (“Financing ROU”) is summarized below: SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS June 30, 2022 September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (155,295 ) (120,518 ) Balance of Financing ROU assets $ 76,546 $ 111,323 For the three months ended June 30, 2022 and 2021, depreciation expense related to Financing ROU assets amounted to $ 11,593 For the nine months ended June 30, 2022 and 2021, depreciation expense related to Financing ROU assets amounted to $ 34,777 Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCIAL LEASE LIABILITY June 30, 2022 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 (130,968 ) (95,726 ) Total 100,873 136,115 Less: short term portion (52,351 ) (47,730 ) Long term portion $ 48,522 $ 88,385 Future minimum lease payments under the financing lease agreements at June 30, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 15,321 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 114,168 Less: discount to fair value (13,295 ) Total financing lease payable at June 30, 2022 $ 100,873 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) 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. 4,878 5,026 5,179 5,335 5,495 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 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 for year eight; (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 168,664 176,893 8,229 8 1,212,708 For the nine months ended June 30, 2022, lease costs amounted to $ 151,180 86,677 64,503 Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET June 30, 2022 September 30, 2021 (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Less accumulated reduction (45,517 ) (62,673 ) Balance of Operating ROU asset $ 1,167,191 $ 168,664 Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY June 30, 2022 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 (23,989 ) (54,444 ) Total 1,188,719 176,893 Less: short term portion (24,181 ) (42,411 ) Long term portion $ 1,164,538 $ 134,482 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Future base lease payments under the non-cancellable operating lease at June 30, 2022 are as follows: SCHEDULE OF FUTURE BASE LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 29,146 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 2,077,436 Less: discount to fair value (888,717 ) Total operating lease liability at June 30, 2022 $ 1,188,719 |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 9 Months Ended |
Jun. 30, 2022 | |
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 6,000 On April 26, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $ 100,000 350,000 250,000 1 2 May 5, 2024 350,000 notes payable – related party 1,650 On May 12, 2021, the Company and the May 2021 Investor entered into a May 2021 SPA to purchase a convertible May 2021 Note and with principal value of $ 1,000,000 1,000,000 4,932 On October 21, 2021, the Company entered into a Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $ 150,000 On November 1, 2021, pursuant to the First November 2021 SPA the First November 2021 Investor purchased three notes with aggregate principal of $ 1,000,000 54,644,811 1,000,000 6,575 On January 26, 2022, a notice and request for consent regarding a change in offering terms was sent by the Company to the First November 2021 Investor. Upon the approval of the First November 2021 Investor, the Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. 218,579,234 34,630 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On April 5, 2022, pursuant to the First April 2022 SPA, Matthew Schwartz, a member of the Board of Directors and a related party, purchased a convertible note with principal of $ 100,000 4,201,681 100,000 100,000 1,885 On May 9, 2022, pursuant to the May 2022 SPA the May 2022 Investor purchased four convertible notes for an aggregate investment amount of $ 1,000,000 20 750,000 21,008,404 750,000 5,973 On June 15, 2022, pursuant to the June 2022 SPA, Danica Holley, a member of the Board of Directors and a related party, purchased a convertible note with principal of $ 50,000 2,100,840 50,000 164 During the nine months ended June 30, 2022, the Company advanced a total of $ 13,883 35,594 21,711 As of June 30, 2022 and September 30, 2021, the Company owed several executives and directors for expense reimbursements and consulting fees in the aggregate amount of $ 6,000 3,714 At June 30, 2022 and September 30, 2021, net amount due to related parties consisted of the following: SCHEDULE OF RELATED PARTIES TRANSACTION June 30, 2022 September 30, 2021 (Unaudited) Convertible notes principal – related party $ 2,900,000 $ 1,000,000 Discount on convertible notes - related party (1,925,238 ) (935,019 ) Note payable principal – related party 350,000 100,000 Consulting fee – related party — 18,000 Accounts payable – related party 6,000 3,714 Other receivable - related party (35,594 ) (21,711 ) Total $ 1,295,168 $ 164,984 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 9 Months Ended |
Jun. 30, 2022 | |
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 0.0001 12,000,000,000 0.0001 On July 1, 2022, the Company filed with the Nevada Secretary of State, an amendment to its Articles of Incorporation to increase its authorized shares of common stock from 12,000,000,000 100,000,000,000 0.0001 Series A Preferred Stock As of June 30, 2022 and September 30, 2021, there were 667 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Series C-1 Preferred Stock During the nine months ended June 30, 2022, various holders of the Series C-1 Preferred Stock converted an aggregate of 1,923 shares of Series C-1 Preferred Stock into 288,637,529 Common Stock Issued Upon Conversion of Series C-1 Preferred Stock As of June 30, 2022 and September 30, 2021, the Company had 1,043 2,966 Series C-2 Preferred Stock During the nine months ended June 30, 2022, a holder of the Series C-2 Preferred Stock converted 1,880 Common Stock Issued Upon Conversion of Series C-2 Preferred Stock As of June 30, 2022 and September 30, 2021, the Company had 3,037 4,917 Series E Preferred Stock On September 15, 2020, the Company filed a Certificate of Designation, Preferences and Rights of Series E Preferred Stock (the “Series E Certificate of Designation”) with the Nevada Secretary of the State to designate 2,000 0.0001 2,000 ● From the initial issuance date, cumulative dividends on each share of Series E shall accrue, on a quarterly basis in arrears (with any partial quarter calculated on a pro-rata basis), at the rate of 8 ● Holders of shares of Series E Preferred Stock are entitled to dividends or distributions on each share on an “as converted” into common stock basis, if, as and when declared from time to time by the Board of Directors. ● Each share of Series E Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the conversion price which is the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series E Certificate of Designation including a price protection provision for offerings below the conversion price, provided, however, the conversion price shall never be less than $0.0021. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus accrued dividends and dividing that number by the conversion price. ● In connection with, (i) a Change of Control of the Company or (ii) on the closing of, a Qualified Public Offering by the Company, 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 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. 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. ● Holders of Series E Preferred Stock have no voting rights. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) During the year ended September 30, 2021, the issuance of 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 During the three and nine months ended June 30, 2022, the Company recorded dividends related to the Series E Preferred Stock in the amount of $ 39,890 119,671 39,452 119,561 As of June 30, 2022 and September 30, 2021, dividend payable balances were $ 13,151 13,151 As of June 30, 2022 and September 30, 2021, the Company had 1,000 Series F Preferred Stock On July 30, 2021, the Company filed a Certificate of Designation, Preferences and Rights of Series F Preferred Stock (the “Series F Certificate of Designation”), with the Nevada Secretary of State to designate 1,000 0.0001 2,000 ● From the Initial Issuance Date, cumulative dividends on each share of Series F shall accrue, on a monthly basis in arrears (with any partial month being made on a pro-rata basis), at the rate of 8 ● Holders of shares of Series F Preferred Stock are entitled to dividends or distributions on each share on an “as converted” into common stock basis, if, as and when declared from time to time by the Board of Directors. ● Each share of Series F Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the conversion price which is the lesser of: (i) $0.00313 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series F Certificate of Designation including a price protection provision for offerings below the conversion price,provided, however, the conversion price shall never be less than $0.0016. The number of shares of common stock issuable upon conversion shall be determined by multiplying the number of outstanding shares by the stated value per share of $2,000 plus additional amount by the conversion price. ● In connection with, (i) a Change of Control of the Company or (ii) on the closing of, a Qualified Public Offering by the Company, 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) ● 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 Company with the Series C-1 Preferred Stock of the Company, the Series C-2 Preferred Stock of the Company, and the Series E Preferred Stock of the Corporation (the “Parity Stock”), and all other shares of capital stock of the Company shall be junior in rank to all Series F shares 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 Company (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 Company 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 Company (collectively, the “Senior Preferred Stock”), or (ii) Parity Stock. Except as provided for in the Certificate of Designation, in the event of the merger or consolidation of the Company into another corporation, the Series F Preferred Stock shall maintain their relative rights, powers, designations, privileges and preferences provided for in the Certificate of Designation 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 and nine months ended June 30, 2022, the Company recorded dividends related to the Series F Preferred Stock in the amount of $ 19,945 59,836 no As of June 30, 2022 and September 30, 2021, dividend payable balances were $ 6,575 6,728 As of June 30, 2022 and September 30, 2021, the Company had 500 Common Stock Common Stock Issued Upon Conversion of Series C-1 Preferred Stock ● During the nine months ended June 30, 2022, the Company issued an aggregate of 288,637,529 1,923 Common Stock Issued Upon Conversion of Series C-2 Preferred Stock ● During the nine months ended June 30, 2022, the Company issued an aggregate of 280,575,491 1,880 Common Stock Issued Upon Accounts Payable Settlements ● During the nine months ended June 30, 2022, the Company issued an aggregate of 26,913,738 84,240 0.00313 Common Stock Issued for Subscription Payable ● During the nine months ended June 30, 2022, the Company issued an aggregate of 431,309,907 1,350,000 431,309,907 1,350,000 0.00313 As of June 30, 2022, the Company had 6,151,499,919 47,923,323 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 No THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On April 28, 2020, the Board approved the 2020 Equity Incentive Plan (“2020 Plan”), as amended on May 29, 2020. On April 18, 2022, the Board terminated the 2020 Plan and any shares reserved thereunder are no longer subject to reservation and the Company had no options issued and outstanding under the 2020 Plan. On April 18, 2022, the Company’s Board of Directors (“Board”) and the shareholders approved the 2022 Equity Incentive Plan (“2022 Plan”) at which time the plan became effective. Upon the effective date of the 2022 Plan, 1,915,000,000 110 Warrants On November 1, 2021, the Company issued the First November 2021 Warrants to purchase an aggregate of 54,644,811 0.00366 990,048 On November 1, 2021, the Company issued the Second November 2021 Warrants to purchase an aggregate of 27,322,406 0.00366 495,560 On November 1, 2021, the Company issued the Third November 2021 Warrants to purchase an aggregate of 27,322,406 0.00366 495,560 On January 26, 2022, the Company, upon the approval of the First November 2021 Investor, amended the First November 2021 SPA whereby the Company issued additional cashlessly-exercisable warrants to purchase 218,579,234 34,630 0.00366 On January 26, 2022, the Company, upon the approval of the Second November 2021 Investor, amended the Second November 2021 SPA whereby the Company issued additional cashlessly-exercisable warrants to purchase 109,289,616 22,429 0.00366 On January 26, 2022, the Company, upon the approval of the Third November 2021 Investor, amended the Third November 2021 SPA whereby the Company issued additional cashlessly-exercisable warrants to purchase 109,289,616 22,429 0.00366 On January 27, 2022, the Company issued the First January 2022 Warrants to purchase an aggregate of 136,612,022 0.00366 472,403 On January 31, 2022, the Company issued the Second January 2022 Warrants to purchase an aggregate of 136,612,022 0.00366 469,810 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) On January 31, 2022, the Company issued to two consultants an aggregate of 16,393,443 0.00366 54,595 On April 5, 2022, the Company issued the First April 2022 Warrants to purchase 4,201,681 0.00476 89,815 During April 2022, the Company issued the Second April 2022 Warrants to purchase an aggregate of 17,857,144 0.00476 335,593 On May 9, 2022, the Company issued the May 2022 Warrants to purchase an aggregate of 31,512,606 0.00476 142,489 On June 15, 2022, the Company issued the June 2022 Warrants to purchase 2,100,840 0.00476 5,924 As of June 30, 2022, the Company had 1,876,207,963 Warrants activities for the nine months ended June 30, 2022 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 $ 0.0023 3.50 $ — Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 311,039,172 $ 0.0038 4.39 $ — Issued in connection with a convertible debt (see Note 6) 580,698,675 0.0037 4.31 $ — Balance Outstanding at June 30, 222 1,876,207,963 $ 0.0030 3.51 $ — Exercisable at June 30, 222 1,672,006,282 $ 0.0031 3.56 $ — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Jun. 30, 2022 | |
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. 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 $ 300,000 150 49,047,059 420,691,653 87,500 62,500 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Dr. Ruxin is an “at-will” employee and his employment may be terminated by the Company at any time, with or without cause. In the event Dr. Ruxin’s employment is terminated by the Company without Cause (as defined in the Ruxin Employment Agreement), with Good Reason (as defined in the Ruxin Employment Agreement) or as a result of a non-renewal of the term of employment under the Ruxin Employment 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 Employment Agreement also contains covenants (a) restricting the executive from engaging in any activity competitive with our business during the term of the employment agreement and in the event of termination, for a period of one year thereafter, (b) prohibiting the executive from disclosing confidential information regarding the Company, and (c) soliciting employees, customers and prospective customers during the term of the employment agreement and for a period of one year thereafter. Jeffrey Busch On June 5, 2020, the Company and Jeffrey Busch entered into an employment agreement (the “Busch Employment Agreement”) for Mr. Busch to serve as the Company’s Chairman of the Board of Directors. 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 49,047,059 420,691,653 177,500 132,500 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 Employment Agreement), with Good Reason (as defined in the Busch Employment Agreement) or as a result of a non-renewal of the term of employment under the Busch Employment 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 Employment 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 UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Thomas E. Chilcott, III On September 24, 2020, the Company appointed Thomas E. Chilcott, III, to serve as the Chief Financial Officer. The Company entered into an offer letter with Mr. Chilcott which provides that his base salary will be $ 225,000 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 March 31, 2022, 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. During the nine months ended June 30, 2022, an aggregate bonus of $75,000 was paid to Mr. Chilcott. Consulting Agreements On July 5, 2020, the Company and a consultant entered into a Scientific Advisory Board Service Agreement (“Scientific Advisory Agreement”) which provides for; (i) $ 2,000 88,786,943 1,500 88,786,943 On July 5, 2020, the Company and a consultant entered into a Pathology Advisory Board Service Agreement (the “Pathology Advisory Agreement”) which provides for; (i) $ 272 77,972,192 1,500 77,972,192 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 with George Mason Intellectual Properties (“GMU License Agreement”), 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 GMU 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 GMU 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 1,985 1,591 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) NIH License Agreement In March 2018, the Company entered into two license agreements (“NIH 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 NIH License Agreements, the Company is required to make an annual payment of $ 1,000 3.0 th st st 5,000 10 0 24,830 Employee Stock Options In June 2020, in connection with the Asset Sale Transaction (see Note 1), the Company planned to issue approximately 1.8 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 On June 10, 2021, the Company entered into an amendment to its existing Warehouse Lease (“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 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 for year eight; (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. Subscriptions 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 431,309,907 0.0001 0.00313 1,350,000 Act” 1,350,000 431,309,907 Settlement of Accounts Payable On October 18, 2021, the Company entered into separate agreements with two consultants (collectively as “Parties”), to settle $ 42,120 84,240 26,913,738 26,913,738 84,240 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Other Contingencies Pursuant to ASC 450-20 – Loss Contingencies 76,640 71,240 40,000 36,640 31,240 Legal Action In August 2017, numerous purported plaintiffs brought an action against Avant Diagnostics and its 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 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS Convertible Debt On July 1, 2022, Company issued the fourth note of the May 2022 Notes (see Note 6) with the Company receiving proceeds of $ 250,000 10,504,202 0.00476 35,186 On July 1, 2022, the Company entered into a Securities Purchase Agreement with an investor (“July 2022 Investor”), to purchase a convertible note for a principal amount of $ 50,000 50,000 2,100,840 8 10 April 1, 2027 8,190 0.00476 110 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Related Party Promissory Notes On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for a principal balance of $ 125,000 8 On July 29, 2022, the Company entered into a Demand Promissory Note Agreement with related party, who is an affiliate stockholder, for a principal balance of $ 375,000 8 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited 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 financial statements of the Company as of June 30, 2022. The interim unaudited financial statements do not include all the information and notes necessary for a comprehensive presentation of financial position and results of operations and should be read in conjunction with the audited financial statements of the Form 10-K filed on 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 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 UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) |
Going Concern | Going Concern These unaudited 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 financial statements, the Company had net loss and net cash used in operations of $ 5,057,056 4,460,633 55,062,418 5,113,501 1,584,036 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 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 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 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the nine months ended June 30, 2022 and year ended September 30, 2021 include, but are not necessarily limited to, estimates of contingent liabilities, valuation of marketable securities, useful life of property and equipment, valuation of right-of-use (“ROU”) assets and lease liabilities, assumptions used in assessing impairment of long-lived assets, allowances for accounts receivable, estimates of current and deferred income taxes and deferred tax valuation allowances and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on June 30, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on the 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 UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (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 June 30, 2022 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 assets and reflected in the accompanying unaudited balance sheet as laboratory supplies. |
Property and Equipment | Property and Equipment Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives, which range from three five years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award. Pursuant to ASC 505-50 - Equity-Based Payments to Non-Employees, all share-based payments to non-employees, including grants of stock options, were recognized in the 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 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 financial statements. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) |
Revenue Recognition and Contract Assets and Liabilities | Revenue Recognition and Contract Assets and Liabilities 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 which is reflected as contract liabilities on the accompanying unaudited balance sheet. The Company may include, in accounts receivable, amounts billed to customers in advance of services being initiated or completed. If the Company has a right to such consideration that is unconditional such as for contractually allowed billings, such amounts billed in advance would be offset by a contract liability. 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 Company uses various output methods to recognize revenues. The revenue recognized from services provided to private individuals during the nine months ended June 30, 2022 and year ended September 30, 2021 were minimal and therefore was not disaggregated for disclosure purposes. Contract Liabilities Contract liabilities are cash deposits received from customers and advance billing included in accounts receivable on uncompleted contracts for which revenues have not been recognized as of the balance sheet date. Contract liabilities as of June 30, 2022 and September 30, 2021 are as follows: SCHEDULE OF CONTRACT LIABILITIES June 30, 2022 September 30, 2021 Contract liabilities beginning balance $ 135,150 $ — Billings and cash receipts on uncompleted contracts 325,048 281,012 Less: revenues recognized during the period (157,525 ) (145,862 ) Total contract liabilities $ 302,672 $ 135,150 During the nine months ended June 30, 2022, the Company recognized $ 157,525 22,250 |
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 0 68,122 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) Concentration of Revenues For the three months ended June 30, 2022, the Company generated total revenue of $ 164,213 52 13 278,925 56 18 14 For the nine months ended June 30, 2022, the Company generated total revenue of $ 262,688 32 23 17 415,029 38 14 13 Concentration of Accounts Receivable As of June 30, 2022, the Company had accounts receivable of $ 109,380 34 19 14 12 11 10 Concentration of Contract Liabilities As of June 30, 2022, the Company had deferred revenue reflected as contract liabilities of $ 302,672 42 25 15 10 135,150 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 nine months ended June 30, 2022 and 2021, the Company incurred $ 275,372 733,242 |
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 the 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 the net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of June 30, 2022 and 2021 were not included in the computation of dilutive loss per common share because the effect would have been anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2022 2021 Stock warrants 1,876,207,963 920,572,535 Series C-1 preferred stock 156,626,175 445,301,289 Series C-2 preferred stock 453,067,129 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 1,417,522,294 — 4,861,890,015 2,632,749 |
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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) 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 statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and 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. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS JUNE 30, 2022 (UNAUDITED) 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 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 financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
SCHEDULE OF CONTRACT LIABILITIES | Contract liabilities as of June 30, 2022 and September 30, 2021 are as follows: SCHEDULE OF CONTRACT LIABILITIES June 30, 2022 September 30, 2021 Contract liabilities beginning balance $ 135,150 $ — Billings and cash receipts on uncompleted contracts 325,048 281,012 Less: revenues recognized during the period (157,525 ) (145,862 ) Total contract liabilities $ 302,672 $ 135,150 |
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING June 30, 2022 2021 Stock warrants 1,876,207,963 920,572,535 Series C-1 preferred stock 156,626,175 445,301,289 Series C-2 preferred stock 453,067,129 733,542,619 Series E preferred stock 638,977,636 533,333,333 Series F preferred stock 319,488,818 — Convertible notes 1,417,522,294 — 4,861,890,015 2,632,749 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Estimated June 30, 2022 September 30, (Unaudited) Laboratory equipment 5 $ 553,648 $ 470,159 Furniture 5 24,567 24,567 Leasehold improvements 5 353,826 349,115 Computer equipment 3 68,490 68,490 Property and equipment gross 1,000,531 912,331 Less accumulated depreciation (322,159 ) (213,404 ) Property and equipment, net $ 678,372 $ 698,927 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | At June 30, 2022, the convertible notes payable consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE June 30, 2022 September 30, 2021 Principal amount $ 2,425,000 $ — Less: debt discount (2,142,533 ) — Convertible notes payable, net $ 282,467 $ — Principal amount – related party $ 2,900,000 $ 1,000,000 Less: debt discount – related party (1,925,238 ) (935,019 ) Convertible note payable - related party, net $ 974,762 $ 64,981 Total convertible notes payable, net $ 1,257,229 $ 64,981 |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 September 30, (Unaudited) Financing ROU assets $ 231,841 $ 231,841 Less accumulated depreciation (155,295 ) (120,518 ) Balance of Financing ROU assets $ 76,546 $ 111,323 |
SCHEDULE OF FINANCIAL LEASE LIABILITY | Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCIAL LEASE LIABILITY June 30, 2022 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 (130,968 ) (95,726 ) Total 100,873 136,115 Less: short term portion (52,351 ) (47,730 ) Long term portion $ 48,522 $ 88,385 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | Future minimum lease payments under the financing lease agreements at June 30, 2022 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 15,321 2023 53,787 2024 40,875 2025 4,185 Total minimum financing lease payments 114,168 Less: discount to fair value (13,295 ) Total financing lease payable at June 30, 2022 $ 100,873 |
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET | Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSET June 30, 2022 September 30, 2021 (Unaudited) Operating office lease $ 1,212,708 $ 231,337 Less accumulated reduction (45,517 ) (62,673 ) Balance of Operating ROU asset $ 1,167,191 $ 168,664 |
SCHEDULE OF OPERATING LEASE LIABILITY | Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY June 30, 2022 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 (23,989 ) (54,444 ) Total 1,188,719 176,893 Less: short term portion (24,181 ) (42,411 ) Long term portion $ 1,164,538 $ 134,482 |
SCHEDULE OF FUTURE BASE LEASE PAYMENTS | Future base lease payments under the non-cancellable operating lease at June 30, 2022 are as follows: SCHEDULE OF FUTURE BASE LEASE PAYMENTS Years ending September 30, Amount (Unaudited) 2022 $ 29,146 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 2,077,436 Less: discount to fair value (888,717 ) Total operating lease liability at June 30, 2022 $ 1,188,719 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES TRANSACTION | At June 30, 2022 and September 30, 2021, net amount due to related parties consisted of the following: SCHEDULE OF RELATED PARTIES TRANSACTION June 30, 2022 September 30, 2021 (Unaudited) Convertible notes principal – related party $ 2,900,000 $ 1,000,000 Discount on convertible notes - related party (1,925,238 ) (935,019 ) Note payable principal – related party 350,000 100,000 Consulting fee – related party — 18,000 Accounts payable – related party 6,000 3,714 Other receivable - related party (35,594 ) (21,711 ) Total $ 1,295,168 $ 164,984 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 9 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
SCHEDULE OF WARRANTS | Warrants activities for the nine months ended June 30, 2022 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 $ 0.0023 3.50 $ — Issued in connection with a convertible debt – related party (see Note 6 and Note 8) 311,039,172 $ 0.0038 4.39 $ — Issued in connection with a convertible debt (see Note 6) 580,698,675 0.0037 4.31 $ — Balance Outstanding at June 30, 222 1,876,207,963 $ 0.0030 3.51 $ — Exercisable at June 30, 222 1,672,006,282 $ 0.0031 3.56 $ — |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($) | 9 Months Ended | |||||||
Jul. 26, 2021 | Jun. 05, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 24, 2020 | Sep. 22, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Common stock shares authorized | 100,000,000,000 | 100,000,000,000 | 12,000,000,000 | 12,000,000,000 | 6,666,667 | |||
Gross proceeds from issuance of stock | $ 1,350,000 | |||||||
OncBio Mune Sub Inc [Member] | Various Investors [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 10,000 | |||||||
Gross proceeds from issuance of stock | $ 1,000 | |||||||
Asset Purchase Agreement [Member] | Avant [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Sale of stock percentage of ownership after transaction | 54.55% | |||||||
Series D-1 Preferred Stock [Member] | Asset Purchase Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Number of shares issued | 1,000 | |||||||
Percentage of voting Interests acquired | 54.55% | |||||||
Common stock shares authorized | 6,666,667 | 12,000,000,000 | ||||||
Conversion of stock shares converted | 5,081,549,184 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Accounting Policies [Abstract] | ||
Contract liabilities beginning balance | $ 135,150 | |
Billings and cash receipts on uncompleted contracts | 325,048 | 281,012 |
Less: revenues recognized during the period | (157,525) | (145,862) |
Total contract liabilities | $ 302,672 | $ 135,150 |
SCHEDULE OF ANTI-DILUTIVE SHARE
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING (Details) - shares | 9 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 4,861,890,015 | 2,632,749 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 1,876,207,963 | 920,572,535 |
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 | 156,626,175 | 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 | 453,067,129 | 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 | 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 | 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 | 1,417,522,294 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||||||||
Net Income (Loss) Attributable to Parent | $ 1,708,794 | $ 1,835,995 | $ 1,512,267 | $ 1,225,787 | $ 1,361,113 | $ 1,419,775 | $ 5,057,056 | $ 4,006,675 | ||
Net Cash Provided by (Used in) Operating Activities | 4,460,633 | 3,700,721 | ||||||||
Accumulated Deficit | 55,062,418 | 55,062,418 | $ 49,825,855 | |||||||
Stockholders deficit | 5,113,501 | $ 3,918,693 | $ 4,865,914 | 3,433,331 | $ 3,167,654 | $ 1,767,089 | 5,113,501 | 3,433,331 | 4,945,362 | $ 307,595 |
Working capital deficit | 1,584,036 | 1,584,036 | ||||||||
Contract with customer liability revenue recognized | 157,525 | |||||||||
Uncompleted contract with customer liability revenue recognized | 22,250 | |||||||||
Cash FDIC insured amount | 0 | 0 | 68,122 | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 164,213 | $ 278,925 | 262,688 | 415,029 | ||||||
Accounts Receivable, after Allowance for Credit Loss, Current | 109,380 | 109,380 | ||||||||
Deferred Revenue | 302,672 | 302,672 | 135,150 | |||||||
Other research and development expense | 275,372 | $ 733,242 | ||||||||
Uncertain tax portion | $ 0 | 0 | 0 | |||||||
Income Tax Examination, Penalties and Interest Expense | $ 0 | $ 0 | ||||||||
Customer One [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 52% | 56% | 32% | 38% | ||||||
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 34% | |||||||||
Customer One [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 42% | 56% | ||||||||
Customer Two [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 13% | 18% | 23% | 14% | ||||||
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 19% | |||||||||
Customer Two [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 25% | 24% | ||||||||
Customer Three [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 14% | 17% | 13% | |||||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 14% | |||||||||
Customer Three [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 15% | 16% | ||||||||
Customer Four [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 12% | |||||||||
Customer Four [Member] | Deferred Revenue [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 10% | |||||||||
Customer Five [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 11% | |||||||||
Customer Six [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration Risk, Percentage | 10% | |||||||||
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 | $ 250,000 |
DISPOSAL OF SUBSIDIARIES AND _2
DISPOSAL OF SUBSIDIARIES AND RECAPITALIZATION (Details Narrative) - USD ($) | 9 Months Ended | |||
Jul. 26, 2021 | Jul. 11, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Gross proceeds from issuance of stock | $ 1,350,000 | |||
OncBio Mune Sub Inc [Member] | ||||
Gain loss on dissolution of subsidiary | $ 9,916 | |||
OncBio Mune Sub Inc [Member] | Various Investors [Member] | ||||
Number of shares issued | 10,000 | |||
Gross proceeds from issuance of stock | $ 1,000 |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2017 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Marketable Securities, Unrealized Gain (Loss) | $ 5,500 | $ 3,900 | $ 8,600 | $ 3,600 | ||
Marketable Securities | $ 2,400 | $ 2,400 | $ 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 ($) | 9 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Laboratory equipment | $ 553,648 | $ 470,159 |
Furniture | 24,567 | 24,567 |
Leasehold improvements | 353,826 | 349,115 |
Computer equipment | 68,490 | 68,490 |
Property and equipment gross | 1,000,531 | 912,331 |
Less accumulated depreciation | (322,159) | (213,404) |
Property and equipment, net | $ 678,372 | $ 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 | 9 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 36,825 | $ 34,879 | $ 108,754 | $ 103,856 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Debt Disclosure [Abstract] | ||
Principal amount | $ 2,425,000 | |
Less: debt discount | (2,142,533) | |
Convertible notes payable, net | 282,467 | |
Principal amount – related party | 2,900,000 | 1,000,000 |
Less: debt discount – related party | (1,925,238) | (935,019) |
Convertible note payable - related party, net | 974,762 | 64,981 |
Total convertible notes payable, net | $ 1,257,229 | $ 64,981 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||
Jun. 15, 2022 | May 09, 2022 | May 05, 2022 | Apr. 05, 2022 | Mar. 24, 2022 | Jan. 31, 2022 | Jan. 27, 2022 | Jan. 26, 2022 | Dec. 01, 2021 | Nov. 01, 2021 | Oct. 21, 2021 | May 12, 2021 | Apr. 26, 2021 | Apr. 30, 2022 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 10, 2022 | May 24, 2022 | Jan. 01, 2022 | Sep. 30, 2017 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 2,425,000 | $ 2,425,000 | |||||||||||||||||||||||
Proceeds from related party debt | 400,000 | $ 100,000 | |||||||||||||||||||||||
Accrued interest | 36,640 | 36,640 | 31,240 | ||||||||||||||||||||||
Net of discount | 2,142,533 | 2,142,533 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 501,432 | 14,116 | |||||||||||||||||||||||
Proceeds from convertible debt | 2,425,000 | ||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 100,000 | ||||||||||||||||||||||||
Annual interest rate | 1% | ||||||||||||||||||||||||
Interest rate | 2% | ||||||||||||||||||||||||
Maturity date | May 05, 2024 | ||||||||||||||||||||||||
Proceeds from related party debt | $ 250,000 | ||||||||||||||||||||||||
Principal balance | 350,000 | 350,000 | |||||||||||||||||||||||
Accrued interest | 1,650 | 1,650 | |||||||||||||||||||||||
Parties increased the principal amount | $ 350,000 | ||||||||||||||||||||||||
First November 2021 [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 0.00366 | $ 0.00366 | |||||||||||||||||||||||
Warrants and rights outstanding | $ 89,815 | $ 34,630 | $ 990,048 | ||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 0.00366 | ||||||||||||||||||||||||
Warrants and rights outstanding | $ 990,048 | ||||||||||||||||||||||||
Promissory Note Agreement [Member] | Jeffrey Busch [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 150,000 | $ 100,000 | |||||||||||||||||||||||
Annual interest rate | 1% | 1% | |||||||||||||||||||||||
Maturity date | Apr. 01, 2022 | ||||||||||||||||||||||||
Proceeds from related party debt | $ 150,000 | $ 100,000 | |||||||||||||||||||||||
Interest rate | 1% | 1% | |||||||||||||||||||||||
Principal balance | 100,000 | ||||||||||||||||||||||||
Accrued interest | 428 | ||||||||||||||||||||||||
Note Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | 1,000 | 1,000 | $ 1,000 | ||||||||||||||||||||||
Annual interest rate | 33.30% | ||||||||||||||||||||||||
Accrued interest | 1,604 | 1,604 | |||||||||||||||||||||||
Note [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 100,000 | 100,000 | 100,000 | ||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||
Conversion price | $ 0.00476 | ||||||||||||||||||||||||
Interest rate | 110% | 110% | |||||||||||||||||||||||
Accrued interest | 1,885 | ||||||||||||||||||||||||
Principal balance | $ 750,000 | ||||||||||||||||||||||||
Accrued interest | 5,973 | ||||||||||||||||||||||||
Convertible long term notes payable | 610,743 | ||||||||||||||||||||||||
Net of discount | 139,257 | 139,257 | |||||||||||||||||||||||
Exercise price of warrants | $ 0.00476 | ||||||||||||||||||||||||
Aggregate investment amount | 1,000,000 | ||||||||||||||||||||||||
Warrants and rights outstanding | $ 142,489 | ||||||||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | ||||||||||||||||||||||||
Warrants to purchase price | 20% | ||||||||||||||||||||||||
Investors [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Accrued interest | 4,932 | 4,932 | |||||||||||||||||||||||
Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Exercise price of warrants | $ 0.00313 | ||||||||||||||||||||||||
Fair value | $ 984,200 | ||||||||||||||||||||||||
Warrants purchase | 109,289,616 | ||||||||||||||||||||||||
Investors [Member] | Securities Purchase Agreement Second November Two Thousand Twenty One [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Aggregate investment amount | 500,000 | ||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Annual interest rate | 800% | 8% | 8% | ||||||||||||||||||||||
Interest rate | 10% | 10% | 10% | ||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | May 12, 2026 | |||||||||||||||||||||||
Conversion price | $ 0.00313 | ||||||||||||||||||||||||
Interest rate | 110% | 110% | |||||||||||||||||||||||
Accrued interest | 19,142 | ||||||||||||||||||||||||
Principal balance | $ 250,000 | 1,000,000 | 1,000,000 | 1,000,000 | $ 250,000 | $ 250,000 | |||||||||||||||||||
Accrued interest | 4,932 | 4,932 | 6,575 | ||||||||||||||||||||||
Convertible long term notes payable | 216,470 | 216,470 | $ 64,981 | ||||||||||||||||||||||
Net of discount | 783,530 | 783,530 | |||||||||||||||||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 15,800 | ||||||||||||||||||||||||
Net of discount | $ 1,000,000 | ||||||||||||||||||||||||
Amortization of Debt Discount (Premium) | 151,489 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 750,000 | $ 1,000,000 | |||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | First Tranche [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from related party debt | $ 333,334 | ||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Second Tranche [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from related party debt | $ 333,333 | ||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Third Tranche [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from related party debt | $ 333,333 | ||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement June Two Thousand Twenty Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 50,000 | ||||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||
Interest rate | 110% | ||||||||||||||||||||||||
Principal balance | 50,000 | 50,000 | |||||||||||||||||||||||
Accrued interest | 164 | 164 | |||||||||||||||||||||||
Convertible long term notes payable | 44,127 | 44,127 | |||||||||||||||||||||||
Exercise price of warrants | $ 0.00476 | ||||||||||||||||||||||||
Net of discount | 5,873 | 5,873 | |||||||||||||||||||||||
Warrants and rights outstanding | $ 5,924 | ||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | ||||||||||||||||||||||||
Investors [Member] | Note One [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 334,000 | ||||||||||||||||||||||||
Investors [Member] | Note Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 333,000 | ||||||||||||||||||||||||
Investors [Member] | Note Three [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 333,000 | ||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 10,504,202 | 4,201,681 | 18,251,367 | 10,504,202 | 10,504,202 | ||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 18,196,722 | ||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant Three [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 18,196,722 | ||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement June Two Thousand Twenty Two [Member] | Warrant One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 2,100,840 | ||||||||||||||||||||||||
Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Aggregate investment amount | $ 1,000,000 | ||||||||||||||||||||||||
Warrants purchase | 21,008,404 | ||||||||||||||||||||||||
First Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument description | Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. | ||||||||||||||||||||||||
First Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument description | the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. | Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. | |||||||||||||||||||||||
Fisrt Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Fair value | $ 22,429 | $ 34,630 | |||||||||||||||||||||||
Aggregate investment amount | 34,630 | ||||||||||||||||||||||||
Warrants purchase | 218,579,234 | ||||||||||||||||||||||||
First Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Accrued interest | 24,329 | 24,329 | |||||||||||||||||||||||
Net of discount | 455,913 | 455,913 | |||||||||||||||||||||||
Principal balance | 500,000 | ||||||||||||||||||||||||
First Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Accrued interest | 6,575 | 6,575 | |||||||||||||||||||||||
Net of discount | 911,003 | 911,003 | |||||||||||||||||||||||
First Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible long term notes payable | 44,087 | 44,087 | |||||||||||||||||||||||
First Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible long term notes payable | 88,997 | 88,997 | |||||||||||||||||||||||
Matthew Schwartz [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Convertible long term notes payable | 14,424 | 14,424 | |||||||||||||||||||||||
Net of discount | 85,576 | 85,576 | |||||||||||||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | ||||||||||||||||||||||||
Conversion price | $ 0.00366 | ||||||||||||||||||||||||
Interest rate | 110% | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||
Debt conversion description | The Company shall not effect the conversion of any of the Third November 2021 Notes held by the Third November 2021 Investor, and the Third November 2021 Investor shall not have the right to convert any of the Third November 2021 Notes 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 written notice from the Third November 2021 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] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Aggregate investment amount | $ 500,000 | ||||||||||||||||||||||||
Warrants purchase | 27,322,406 | ||||||||||||||||||||||||
Fair value | $ 495,560 | ||||||||||||||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | Warrant One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 13,661,203 | ||||||||||||||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | Warrant Two [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 13,661,203 | ||||||||||||||||||||||||
Third Investor [Member] | Note One [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 250,000 | ||||||||||||||||||||||||
Third Investor [Member] | Note Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 250,000 | ||||||||||||||||||||||||
Second investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt conversion description | The Company shall not effect the conversion of any of the Second November 2021 Notes held by the Second November 2021 Investor, and the Second November 2021 Investor shall not have the right to convert any of the Second November 2021 Notes 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 written notice from the Second November 2021 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice). | ||||||||||||||||||||||||
Second and Third Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Accrued interest | 24,438 | 24,438 | |||||||||||||||||||||||
Net of discount | 455,913 | 455,913 | |||||||||||||||||||||||
Principal balance | 500,000 | ||||||||||||||||||||||||
Second and Third Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Fair value | $ 22,429 | ||||||||||||||||||||||||
Warrants purchase | 109,289,616 | ||||||||||||||||||||||||
Second and Third Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Debt instrument description | the Company modified the terms of the Second November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the Second November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes. | ||||||||||||||||||||||||
Fourth Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 500,000 | ||||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | ||||||||||||||||||||||||
Conversion price | $ 0.00366 | ||||||||||||||||||||||||
Interest rate | 110% | ||||||||||||||||||||||||
Accrued interest | 16,877 | 16,877 | |||||||||||||||||||||||
Convertible long term notes payable | 45,712 | 45,712 | |||||||||||||||||||||||
Net of discount | 454,288 | 454,288 | |||||||||||||||||||||||
Warrants purchase | 136,612,022 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||
Debt conversion description | The Company shall not effect any conversion of the First January 2022 Note and the First January 2022 Investor shall not have the right to convert any amount of the First January 2022 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 First January 2022 Investor by written notice from the First January 2022 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice. | ||||||||||||||||||||||||
Principal balance | 500,000 | ||||||||||||||||||||||||
Fourth Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 136,612,022 | ||||||||||||||||||||||||
Fair value | $ 472,403 | ||||||||||||||||||||||||
Fifth Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 500,000 | ||||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | ||||||||||||||||||||||||
Conversion price | $ 0.00366 | ||||||||||||||||||||||||
Interest rate | 110% | ||||||||||||||||||||||||
Accrued interest | 16,438 | 16,438 | |||||||||||||||||||||||
Convertible long term notes payable | 44,799 | 44,799 | |||||||||||||||||||||||
Net of discount | 455,201 | 455,201 | |||||||||||||||||||||||
Warrants purchase | 136,612,022 | ||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||
Debt conversion description | The Company shall not effect the conversion of any of the Second January 2022 Note held by the Second January 2022 Investor, and the Second January 2022 Investor shall not have the right to convert any of the Second January 2022 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 January 2022 Investor by written notice from the Second January 2022 Investor to the Company, which notice shall be effective 61 calendar days after the date of such notice. | ||||||||||||||||||||||||
Principal balance | 500,000 | ||||||||||||||||||||||||
Fifth Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 136,612,022 | ||||||||||||||||||||||||
Fair value | $ 469,810 | ||||||||||||||||||||||||
Sixth Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Annual interest rate | 8% | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||
Conversion price | $ 0.00476 | ||||||||||||||||||||||||
Interest rate | 110% | ||||||||||||||||||||||||
Accrued interest | 7,140 | 7,140 | |||||||||||||||||||||||
Convertible long term notes payable | 103,782 | 103,782 | |||||||||||||||||||||||
Net of discount | $ 321,218 | 321,218 | |||||||||||||||||||||||
Principal balance | $ 425,000 | ||||||||||||||||||||||||
Sixth Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Aggregate investment amount | $ 425,000 | ||||||||||||||||||||||||
Sixth Investor [Member] | Securities Purchase Agreement [Member] | Warrant One [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Warrants purchase | 17,857,144 | ||||||||||||||||||||||||
Sixth Investor [Member] | Note Two [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Principal balance | $ 335,593 | ||||||||||||||||||||||||
Sixth Investor [Member] | Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||
Proceeds from issuance of debt | $ 425,000 |
SCHEDULE OF FINANCIAL LEASE RIG
SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Liabilities | ||
Financing ROU assets | $ 231,841 | $ 231,841 |
Less accumulated depreciation | (155,295) | (120,518) |
Balance of Financing ROU assets | $ 76,546 | $ 111,323 |
SCHEDULE OF FINANCIAL LEASE LIA
SCHEDULE OF FINANCIAL LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2022 | 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 | (130,968) | (95,726) |
Total | 100,873 | 136,115 |
Less: short term portion | (52,351) | (47,730) |
Long term portion | $ 48,522 | $ 88,385 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Liabilities | ||
2022 | $ 15,321 | |
2023 | 53,787 | |
2024 | 40,875 | |
2025 | 4,185 | |
Total minimum financing lease payments | 114,168 | |
Less: discount to fair value | (13,295) | |
Total financing lease payable at June 30, 2022 | $ 100,873 | $ 136,115 |
SCHEDULE OF OPERATING RIGHT-OF-
SCHEDULE OF OPERATING RIGHT-OF-USE ASSET (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Liabilities | ||
Operating office lease | $ 1,212,708 | $ 231,337 |
Less accumulated reduction | (45,517) | (62,673) |
Balance of Operating ROU asset | $ 1,167,191 | $ 168,664 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY (Details) - USD ($) | Jun. 30, 2022 | 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 | (23,989) | (54,444) |
Total | 1,188,719 | 176,893 |
Less: short term portion | (24,181) | (42,411) |
Long term portion | $ 1,164,538 | $ 134,482 |
SCHEDULE OF FUTURE BASE LEASE P
SCHEDULE OF FUTURE BASE LEASE PAYMENTS (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Lease Liabilities | ||
2022 | $ 29,146 | |
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 | 2,077,436 | |
Less: discount to fair value | (888,717) | |
Total operating lease liability at June 30, 2022 | $ 1,188,719 | $ 176,893 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Jun. 10, 2021 ft² | Oct. 31, 2021 USD ($) | Jan. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Aug. 31, 2019 USD ($) | Mar. 31, 2019 USD ($) | Nov. 30, 2018 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2021 USD ($) | Feb. 29, 2020 USD ($) | |
Depreciation expense financing ROU asset | $ 11,593 | $ 11,593 | $ 34,777 | $ 34,777 | |||||||||
Operating discount rates | 8% | ||||||||||||
Operating office lease | 1,212,708 | 1,212,708 | $ 231,337 | ||||||||||
Operating asset | 1,167,191 | 1,167,191 | 168,664 | ||||||||||
Operating lease, liability | $ 1,188,719 | 1,188,719 | $ 176,893 | ||||||||||
Gain on lease modification | 8,229 | ||||||||||||
Lease cost | 151,180 | ||||||||||||
Base lease cost | 86,677 | ||||||||||||
Lease other expense | $ 64,503 | ||||||||||||
Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | |||||||||||||
Operating discount rates | 12% | ||||||||||||
Operating office lease | $ 1,212,708 | $ 231,337 | |||||||||||
Operating asset | 168,664 | ||||||||||||
Operating lease, liability | 176,893 | ||||||||||||
Gain on lease modification | $ 8,229 | ||||||||||||
Minimum [Member] | |||||||||||||
Finance lease, discount rate | 8% | 8% | |||||||||||
Maximum [Member] | |||||||||||||
Finance lease, discount rate | 15% | 15% | |||||||||||
Lease Agreement [Member] | |||||||||||||
Lessee operating lease term | 61 months | ||||||||||||
Lease desription | The lease is for a period of 61 months, with an option to extend, commencing in February 2020 and expiring in February 2025. | ||||||||||||
Lease Agreement [Member] | First Year [Member] | |||||||||||||
Monthly base rent | $ 4,878 | ||||||||||||
Lease Agreement [Member] | Second year [Member] | |||||||||||||
Monthly base rent | 5,026 | ||||||||||||
Lease Agreement [Member] | Third Year [Member] | |||||||||||||
Monthly base rent | 5,179 | ||||||||||||
Lease Agreement [Member] | Fourth Year [Member] | |||||||||||||
Monthly base rent | 5,335 | ||||||||||||
Lease Agreement [Member] | Fifth Year [Member] | |||||||||||||
Monthly base rent | $ 5,495 | ||||||||||||
Lease Amendment [Member] | |||||||||||||
Rentable square feet | ft² | 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 for year eight; (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] | |||||||||||||
Monthly base rent | $ 379 | ||||||||||||
Lessee operating lease term | 60 months | ||||||||||||
Lease desription | months commencing in November 2018 through October 2023. | ||||||||||||
Financing lease payable | $ 16,065 | ||||||||||||
Second Lessor [Member] | Financing Agreement [Member] | |||||||||||||
Monthly base rent | $ 1,439 | ||||||||||||
Lessee operating lease term | 60 months | ||||||||||||
Lease desription | months commencing in November 2018 through October 2023. | ||||||||||||
Financing lease payable | $ 62,394 | ||||||||||||
Third Lessor [Member] | Financing Agreement [Member] | |||||||||||||
Monthly base rent | $ 1,496 | ||||||||||||
Lessee operating lease term | 60 months | ||||||||||||
Lease desription | months commencing in March 2019 through February 2024. | ||||||||||||
Financing lease payable | $ 64,940 | ||||||||||||
Fourth Lessor [Member] | Financing Agreement [Member] | |||||||||||||
Monthly base rent | $ 397 | ||||||||||||
Lessee operating lease term | 60 months | ||||||||||||
Lease desription | months commencing in August 2019 through July 2024. | ||||||||||||
Financing lease payable | $ 19,622 | ||||||||||||
Fifth Lessor [Member] | Financing Agreement [Member] | |||||||||||||
Monthly base rent | $ 1,395 | ||||||||||||
Lessee operating lease term | 60 months | ||||||||||||
Lease desription | months commencing in January 2020 through December 2025. | ||||||||||||
Financing lease payable | $ 68,821 |
SCHEDULE OF RELATED PARTIES TRA
SCHEDULE OF RELATED PARTIES TRANSACTION (Details) - USD ($) | Jun. 30, 2022 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Convertible notes principal – related party | $ 2,900,000 | $ 1,000,000 |
Discount on convertible notes - related party | (1,925,238) | (935,019) |
Note payable principal – related party | 350,000 | 100,000 |
Consulting fee – related party | 18,000 | |
Accounts payable – related party | 6,000 | 3,714 |
Other receivable - related party | (35,594) | (21,711) |
Total | $ 1,295,168 | $ 164,984 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Jun. 15, 2022 | May 09, 2022 | May 05, 2022 | Apr. 05, 2022 | Mar. 24, 2022 | Jan. 26, 2022 | Nov. 01, 2021 | Oct. 21, 2021 | May 12, 2021 | Apr. 26, 2021 | Jan. 02, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 10, 2022 | May 24, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||||||||
Expense reimbursements | $ 6,000 | $ 6,000 | $ 3,714 | |||||||||||||||
Debt instrument, face amount | 2,425,000 | 2,425,000 | ||||||||||||||||
Proceeds from related party debt | 400,000 | $ 100,000 | ||||||||||||||||
Accrued interest | 36,640 | 36,640 | 31,240 | |||||||||||||||
Aggregate proceeds | 2,425,000 | |||||||||||||||||
Advanced to related party | 13,883 | 13,883 | ||||||||||||||||
Related party receivable | 35,594 | 35,594 | 21,711 | |||||||||||||||
Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 100,000 | 100,000 | 100,000 | |||||||||||||||
Interest rate | 8% | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Maturity date | Apr. 01, 2027 | |||||||||||||||||
Principal balance | $ 750,000 | |||||||||||||||||
Accrued interest | 5,973 | |||||||||||||||||
Aggregate investment amount | $ 1,000,000 | |||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | |||||||||||||||||
Accrued interest | 1,885 | |||||||||||||||||
Warrants to purchase price | 20% | |||||||||||||||||
Investors [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accrued interest | 4,932 | 4,932 | ||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 100,000 | |||||||||||||||||
Parties increased the principal amount | 350,000 | |||||||||||||||||
Proceeds from related party debt | $ 250,000 | |||||||||||||||||
Interest rate | 1% | |||||||||||||||||
Interest rate | 2% | |||||||||||||||||
Maturity date | May 05, 2024 | |||||||||||||||||
Principal balance | 350,000 | 350,000 | ||||||||||||||||
Accrued interest | 1,650 | 1,650 | ||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase | 109,289,616 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investors [Member] | Convertible Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,000,000 | 1,000,000 | 1,000,000 | ||||||||||||||
Interest rate | 800% | 8% | 8% | |||||||||||||||
Interest rate | 10% | 10% | 10% | |||||||||||||||
Maturity date | Nov. 01, 2026 | May 12, 2026 | ||||||||||||||||
Principal balance | $ 250,000 | 1,000,000 | 1,000,000 | 1,000,000 | $ 250,000 | $ 250,000 | ||||||||||||
Accrued interest | 4,932 | 4,932 | 6,575 | |||||||||||||||
Principal value | $ 1,000,000 | |||||||||||||||||
Aggregate proceeds | $ 750,000 | $ 1,000,000 | ||||||||||||||||
Warrants purchase | 54,644,811 | |||||||||||||||||
Accrued interest | 19,142 | |||||||||||||||||
Securities Purchase Agreement [Member] | First Investors [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt description | Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. | |||||||||||||||||
Securities Purchase Agreement [Member] | First Investors [Member] | Convertible Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt description | the Company modified the terms of the Third November 2021 SPA which increased the warrants issuable from 20% to100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes. | Company modified the terms of the First November 2021 SPA which increased the warrants issuable from 20% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the First November 2021 Investor received additional cashlessly-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes. | ||||||||||||||||
Securities Purchase Agreement [Member] | Fisrt Investor [Member] | Warrant [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase | 218,579,234 | |||||||||||||||||
Aggregate investment amount | 34,630 | |||||||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Warrant One [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase | 10,504,202 | 4,201,681 | 18,251,367 | 10,504,202 | 10,504,202 | |||||||||||||
Securities Purchase Agreement [Member] | Investor [Member] | Convertible Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase | 21,008,404 | |||||||||||||||||
Aggregate investment amount | $ 1,000,000 | |||||||||||||||||
Securities Purchase Agreement June Two Thousand Twenty Two [Member] | Investors [Member] | Convertible Note [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 50,000 | |||||||||||||||||
Interest rate | 8% | |||||||||||||||||
Interest rate | 10% | |||||||||||||||||
Maturity date | Apr. 01, 2027 | |||||||||||||||||
Principal balance | 50,000 | 50,000 | ||||||||||||||||
Accrued interest | 164 | 164 | ||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | |||||||||||||||||
Securities Purchase Agreement June Two Thousand Twenty Two [Member] | Investor [Member] | Warrant One [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Warrants to purchase | 2,100,840 | |||||||||||||||||
Jeffrey Busch [Member] | Promissory Note Agreement [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 150,000 | $ 100,000 | ||||||||||||||||
Proceeds from related party debt | $ 150,000 | $ 100,000 | ||||||||||||||||
Interest rate | 1% | 1% | ||||||||||||||||
Maturity date | Apr. 01, 2022 | |||||||||||||||||
Principal balance | 100,000 | |||||||||||||||||
Accrued interest | 428 | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Accrued interest | 6,575 | 6,575 | ||||||||||||||||
Mr. Kucharchuk [Member] | ||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||
Consulting fees | $ 2,000 | $ 0 | $ 18,000 | |||||||||||||||
Expense reimbursements | $ 6,000 | $ 6,000 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - Warrant [Member] | 9 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of warrants, outstanding beginning balance | shares | 984,470,116 |
Weighted average exercise price, outstanding beginning balance | $ 0.0023 |
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 (see Note 6 and Note 8) | shares | 311,039,172 |
Weighted average exercise price, issued in connection with a convertible debt (see Note 6 and Note 8) | $ 0.0038 |
Weighted average remaining contractual term (years), issued in connection with a convertible debt | 4 years 4 months 20 days |
Aggregate intrinsic price, issued in connection with a convertible debt (see Note 6 and Note 8) | |
Number of warrants, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | shares | 580,698,675 |
Weighted average exercise price, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | $ 0.0037 |
Weighted average remaining contractual term (years), issued in connection with a convertible debt - related party (see Note 6 and Note 8) | 4 years 3 months 21 days |
Aggregate intrinsic value, issued in connection with a convertible debt - related party (see Note 6 and Note 8) | |
Number of warrants, outstanding ending balance | shares | 1,876,207,963 |
Weighted average exercise price, outstanding ending balance | $ 0.0030 |
Weighted average remaining contractual term (years), ending balance outstanding | 3 years 6 months 3 days |
Aggregate intrinsic value, ending balance outstanding | |
Number of warrants, exercisable | shares | 1,672,006,282 |
Weighted average exercise price, exercisable | $ 0.0031 |
Weighted average remaining contractual term (years), exercisable | 3 years 6 months 21 days |
Aggregate intrinsic value, exercisable |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||
Apr. 18, 2022 | Jul. 30, 2021 | Sep. 15, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2021 | Jun. 15, 2022 | May 09, 2022 | Apr. 30, 2022 | Apr. 05, 2022 | Jan. 31, 2022 | Jan. 27, 2022 | Jan. 26, 2022 | Nov. 01, 2021 | Sep. 30, 2020 | Sep. 24, 2020 | Sep. 22, 2020 | Feb. 18, 2011 | |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 | 100,000,000,000 | 12,000,000,000 | 12,000,000,000 | 6,666,667 | |||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | 26,667 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable shares | $ 84,240 | ||||||||||||||||||||
Common stock, shares, outstanding | 6,151,499,919 | 6,151,499,919 | 5,124,164,690 | ||||||||||||||||||
Warrants issued | 1,876,207,963 | 1,876,207,963 | |||||||||||||||||||
Warrants outstanding | 1,876,207,963 | 1,876,207,963 | |||||||||||||||||||
First November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 218,579,234 | 54,644,811 | |||||||||||||||||||
Warrants exercisable | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Warrants valued | $ 89,815 | $ 34,630 | $ 990,048 | ||||||||||||||||||
Second November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 109,289,616 | 27,322,406 | |||||||||||||||||||
Warrants exercisable | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Warrants valued | $ 22,429 | $ 495,560 | |||||||||||||||||||
Third November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 109,289,616 | 27,322,406 | |||||||||||||||||||
Warrants exercisable | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Warrants valued | $ 22,429 | $ 495,560 | |||||||||||||||||||
First January 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 136,612,022 | ||||||||||||||||||||
Warrants exercisable | $ 0.00366 | ||||||||||||||||||||
Warrants valued | $ 472,403 | ||||||||||||||||||||
Second January 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 136,612,022 | ||||||||||||||||||||
Warrants exercisable | $ 0.00366 | ||||||||||||||||||||
Warrants valued | $ 469,810 | ||||||||||||||||||||
First April 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 4,201,681 | ||||||||||||||||||||
Warrants exercisable | $ 0.00476 | ||||||||||||||||||||
Warrants valued | $ 89,815 | ||||||||||||||||||||
Second April 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 17,857,144 | ||||||||||||||||||||
Warrants exercisable | $ 0.00476 | ||||||||||||||||||||
Warrants valued | $ 335,593 | ||||||||||||||||||||
May 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 31,512,606 | ||||||||||||||||||||
Warrants exercisable | $ 0.00476 | ||||||||||||||||||||
Warrants valued | $ 142,489 | ||||||||||||||||||||
June 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants purchase, shares | 2,100,840 | ||||||||||||||||||||
Warrants exercisable | $ 0.00476 | ||||||||||||||||||||
Warrants valued | $ 5,924 | ||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Stock options granted | 0 | ||||||||||||||||||||
Common stock capital shares reserved for future issuance | 1,915,000,000 | ||||||||||||||||||||
Fair market value, percentage | 110% | ||||||||||||||||||||
2011 Stock Option Plan [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Options to acquire shares | 57 | ||||||||||||||||||||
Subscription Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Purchase price | $ 1,350,000 | ||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable shares | |||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable | 26,913,738 | ||||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable shares | $ 2,691 | ||||||||||||||||||||
Common stock, shares, outstanding | 6,151,499,919 | 6,151,499,919 | |||||||||||||||||||
Common stock, shares subscribed but unissued | 47,923,323 | 47,923,323 | |||||||||||||||||||
Common Stock [Member] | Subscription Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||||||||
Sale of stock number of shares issued in transaction | 431,309,907 | 431,309,907 | |||||||||||||||||||
Purchase price | $ 1,350,000 | $ 1,350,000 | |||||||||||||||||||
Sale of stock price per share | $ 0.00313 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 667 | 667 | 667 | ||||||||||||||||||
Preferred stock, shares outstanding | 667 | 667 | 667 | ||||||||||||||||||
Preferred stock, shares authorized | 1,333 | 1,333 | 1,333 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Series C-1 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 1,043 | 1,043 | 2,966 | ||||||||||||||||||
Preferred stock, shares outstanding | 1,043 | 1,043 | 2,966 | ||||||||||||||||||
Common stock issued upon conversion | 288,637,529 | ||||||||||||||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | 3,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock issued for conversion | 288,637,529 | 288,637,529 | |||||||||||||||||||
Common stock issued upon conversion | 1,923 | 1,923 | |||||||||||||||||||
Series C-2 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 3,037 | 3,037 | 4,917 | ||||||||||||||||||
Preferred stock, shares outstanding | 3,037 | 3,037 | 4,917 | ||||||||||||||||||
Conversion of stock shares converted | 1,880 | ||||||||||||||||||||
Preferred stock, shares authorized | 6,000 | 6,000 | 6,000 | ||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Common stock issued for conversion | 280,575,491 | 280,575,491 | |||||||||||||||||||
Common stock issued upon conversion | 1,880 | 1,880 | |||||||||||||||||||
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% | ||||||||||||||||||||
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 the conversion price. | ||||||||||||||||||||
Public offering, description | In connection with, (i) a Change of Control of the Company or (ii) on the closing of, a Qualified Public Offering by the Company, 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 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. 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 F preferred stock dividend | $ 39,890 | $ 39,452 | $ 119,671 | $ 119,561 | |||||||||||||||||
Dividends payable | $ 13,151 | $ 13,151 | $ 13,151 | ||||||||||||||||||
Temporary equity, shares issued | 1,000 | 1,000 | 1,000 | ||||||||||||||||||
Temporary equity, shares outstanding | 1,000 | 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 authorized | 1,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | ||||||||||||||||||||
Preferred stock, stated value | $ 2,000 | ||||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||||
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 Company or (ii) on the closing of, a Qualified Public Offering by the Company, 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 F preferred stock dividend | $ 19,945 | $ 0 | $ 59,836 | $ 0 | |||||||||||||||||
Dividends payable | $ 6,575 | $ 6,575 | $ 6,728 | ||||||||||||||||||
Temporary equity, shares issued | 500 | 500 | |||||||||||||||||||
Temporary equity, shares outstanding | 500 | 500 | |||||||||||||||||||
Series F Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Temporary equity, shares issued | 500 | 500 | 500 | ||||||||||||||||||
Temporary equity, shares outstanding | 500 | 500 | 500 | ||||||||||||||||||
Board of Directors [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 667 | 667 | 667 | ||||||||||||||||||
Preferred stock, shares outstanding | 667 | 667 | 667 | ||||||||||||||||||
Two Consultants [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable | 26,913,738 | ||||||||||||||||||||
Issuance of common stock in connection with settlement of accounts payable shares | $ 84,240 | ||||||||||||||||||||
Share price | $ 0.00313 | $ 0.00313 | |||||||||||||||||||
Two Consultants [Member] | Warrant [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Warrants exercisable | $ 0.00366 | ||||||||||||||||||||
Warrants valued | $ 54,595 | ||||||||||||||||||||
Shares issued | 16,393,443 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2021 USD ($) | Dec. 10, 2021 USD ($) | Oct. 18, 2021 USD ($) shares | Jun. 10, 2021 ft² | Jan. 02, 2021 USD ($) | Sep. 24, 2020 USD ($) $ / shares shares | Jul. 05, 2020 USD ($) shares | Jun. 05, 2020 USD ($) shares | Aug. 31, 2017 USD ($) | Jun. 30, 2020 shares | Dec. 31, 2019 | Mar. 31, 2018 USD ($) | Sep. 30, 2006 USD ($) | Jun. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) $ / shares shares | Sep. 30, 2020 shares | Sep. 22, 2020 $ / shares shares | |
Loss Contingencies [Line Items] | |||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||
Subscription payable | $ 1,350,000 | ||||||||||||||||
Settlement of accounts payable | $ 42,120 | ||||||||||||||||
Common stock, shares authorized | shares | 12,000,000,000 | 100,000,000,000 | 100,000,000,000 | 12,000,000,000 | 6,666,667 | ||||||||||||
Accounts payable | $ 546,411 | $ 1,018,797 | |||||||||||||||
Consideration liability | 76,640 | 71,240 | |||||||||||||||
Principal amount | 2,425,000 | ||||||||||||||||
Accrued interest payable | 36,640 | 31,240 | |||||||||||||||
Loss contingency damages awarded value | $ 1,000,000 | ||||||||||||||||
Two Notes Payable [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Principal amount | 40,000 | 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 | 177,500 | 132,500 | |||||||||||||||
Exclusive License Agreement [Member] | George Mason University [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Royalty expense | $ 50,000 | ||||||||||||||||
Revenue percentage | 1.50% | ||||||||||||||||
Advance royalties | 1,985 | 1,591 | |||||||||||||||
Exclusive License Agreement [Member] | Sublicense Royalty [Member] | George Mason University [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Revenue percentage | 15% | ||||||||||||||||
License Agreement [Member] | National Institutes of Health [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Royalty expense | $ 1,000 | ||||||||||||||||
Revenue percentage | 3% | ||||||||||||||||
Advance royalties | $ 0 | 24,830 | |||||||||||||||
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% | ||||||||||||||||
Employee Incentive Stock Options [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Stock options granted | shares | 1,800,000,000 | ||||||||||||||||
Lease Agreements [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Lessee operating lease description | 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). | ||||||||||||||||
Lease Agreement [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
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 February 2025. | ||||||||||||||||
Lease period | 61 months | ||||||||||||||||
Lease Amendment [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Rentable square feet | ft² | 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 for year eight; (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 | 431,309,907 | 431,309,907 | |||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||
Sale of stock price per share | $ / shares | $ 0.00313 | ||||||||||||||||
Aggregate purchase price | $ 1,350,000 | $ 1,350,000 | |||||||||||||||
Settlement of Accounts Payable [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Issued shares | shares | 26,913,738 | ||||||||||||||||
Settlement of accounts payable | $ 84,240 | ||||||||||||||||
Common stock, shares authorized | shares | 26,913,738 | ||||||||||||||||
Accounts payable | $ 84,240 | ||||||||||||||||
Dr. Michael Ruxin [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Salary payroll | $ 87,500 | 62,500 | |||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Annual base salary | $ 300,000 | ||||||||||||||||
Annual decretionary bonus percentage | 150% | ||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Restricted stock, 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] | |||||||||||||||||
Stock 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] | |||||||||||||||||
Stock 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] | |||||||||||||||||
Restricted stock, 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 March 31, 2022, 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. During the nine months ended June 30, 2022, an aggregate bonus of $75,000 was paid to Mr. Chilcott. | ||||||||||||||||
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 | ||||||||||||||||
Payments for fees | $ 1,500 | ||||||||||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Stock options granted | shares | 88,786,943 | 88,786,943 | |||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Compensation fees | $ 272 | ||||||||||||||||
Payments for fees | $ 1,500 | ||||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | 2020 Equity Incentive Plan [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Stock 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 | $ 18,000 | |||||||||||||||
Investor [Member] | |||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||
Issued shares | shares | 431,309,907 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jul. 01, 2022 | May 09, 2022 | Apr. 05, 2022 | Jul. 29, 2022 | Jun. 30, 2022 | Nov. 01, 2021 | Sep. 30, 2021 |
Subsequent Event [Line Items] | |||||||
Principal balance | $ 2,425,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants valued | $ 990,048 | ||||||
Exercise price of warrants | $ 0.00366 | ||||||
Subsequent Event [Member] | Demand Promissory Note Agreement [Member] | Jeffrey Busch [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal balance | $ 125,000 | ||||||
Annual interest rate | 8% | ||||||
Subsequent Event [Member] | Demand Promissory Note Agreement [Member] | Related Party [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal balance | $ 375,000 | ||||||
Annual interest rate | 8% | ||||||
Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal balance | $ 100,000 | $ 100,000 | |||||
Conversion price | $ 0.00476 | ||||||
Warrant valued | $ 1,000,000 | ||||||
Annual interest rate | 8% | ||||||
Interest rate | 10% | ||||||
Maturity date | Apr. 01, 2027 | ||||||
Warrants valued | $ 142,489 | ||||||
Exercise price of warrants | $ 0.00476 | ||||||
Outstanding principal balance and accrued interest percent | 110% | 110% | |||||
Note [Member] | Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal balance | $ 250,000 | ||||||
Conversion price | $ 0.00476 | ||||||
Note [Member] | Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Principal balance | $ 50,000 | ||||||
Warrants purchase | 2,100,840 | ||||||
Annual interest rate | 8% | ||||||
Interest rate | 10% | ||||||
Maturity date | Apr. 01, 2027 | ||||||
Warrants valued | $ 8,190 | ||||||
Exercise price of warrants | $ 0.00476 | ||||||
Outstanding principal balance and accrued interest percent | 110% | ||||||
Note [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants purchase | 10,504,202 | ||||||
Warrant valued | $ 35,186 |