Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 20, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 ($) | Dec. 31, 2023 | Sep. 30, 2023 |
CURRENT ASSETS: | ||
Cash | $ 23,770 | $ 997,484 |
Accounts receivable, net | 45,780 | 23,910 |
Prepaid expenses and other current assets | 186,621 | 240,494 |
Marketable securities | 500 | 800 |
Total Current Assets | 256,671 | 1,262,688 |
OTHER ASSETS: | ||
Property and equipment, net | 409,805 | 448,515 |
Financing right-of-use assets, net | 11,382 | 18,988 |
Operating right-of-use asset, net | 1,091,384 | 1,104,346 |
Security deposits | 15,257 | 15,257 |
Total Assets | 1,784,499 | 2,849,794 |
CURRENT LIABILITIES: | ||
Accrued compensation | 233,625 | 93,845 |
Accrued director compensation | 267,500 | 252,500 |
Contract liabilities | 141,290 | 144,890 |
Financing lease liability - current | 23,469 | 30,262 |
Operating lease liability - current | 32,939 | 31,388 |
Insurance payable | 86,553 | 121,500 |
Derivative liabilities | 29,371,380 | 16,426,304 |
Contingent liabilities | 87,440 | 85,640 |
Total Current Liabilities | 57,785,003 | 39,834,854 |
LONG-TERM LIABILITIES: | ||
Financing lease liability | 4,128 | |
Operating lease liability | 1,117,485 | 1,126,373 |
Total Liabilities | 58,902,488 | 40,965,355 |
Commitments and Contingencies (Note 10) | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Common stock: $0.0001 par value, 100,000,000,000 shares authorized; 6,151,499,919 shares issued and outstanding at December 31, 2023 and September 30, 2023 | 615,150 | 615,150 |
Additional paid-in capital | 55,068,273 | 55,024,063 |
Accumulated deficit | (112,801,412) | (93,754,774) |
Total Stockholders’ Deficit | (57,117,989) | (38,115,561) |
Total Liabilities and Stockholders’ Deficit | 1,784,499 | 2,849,794 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Series C-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Series C-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Series D-1 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Series D-2 Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT: | ||
Preferred stock: $0.0001 par value; 26,667 authorized; | ||
Nonrelated Party [Member] | ||
CURRENT LIABILITIES: | ||
Accounts payable - related parties | 1,384,870 | 1,219,147 |
Accrued liabilities - related parties | 1,387,342 | 963,851 |
Convertible notes - related parties, net of discount | 9,480,024 | 7,488,217 |
Notes payable - current | 1,000 | 1,000 |
Related Party [Member] | ||
CURRENT LIABILITIES: | ||
Accounts payable - related parties | 44,282 | 10,000 |
Accrued liabilities - related parties | 2,142,464 | 1,886,051 |
Convertible notes - related parties, net of discount | 11,942,653 | 9,930,817 |
Notes payable - current | $ 1,158,172 | $ 1,149,442 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 26,667 | 26,667 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000,000 | 100,000,000,000 |
Common stock, shares issued | 6,151,499,919 | 6,151,499,919 |
Common stock, shares outstanding | 6,151,499,919 | 6,151,499,919 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,333 | 1,333 |
Preferred stock, shares issued | 667 | 667 |
Preferred stock, shares outstanding | 667 | 667 |
Series C-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 3,000 | 3,000 |
Preferred stock, shares issued | 141 | 141 |
Preferred stock, shares outstanding | 141 | 141 |
Series C-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 6,000 | 6,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series D-1 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Series D-2 Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,360 | 4,360 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding |
Statements of Operations (Unaud
Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
REVENUES, NET | $ 83,949 | $ 55,295 |
COST OF REVENUES | 52,947 | 10,818 |
GROSS PROFIT | 31,002 | 44,477 |
OPERATING EXPENSES: | ||
Professional fees | 511,277 | 387,438 |
Compensation expense | 752,974 | 1,752,699 |
Licensing fees | 32,710 | 31,637 |
General and administrative expenses | 281,100 | 448,493 |
Total Operating Expenses | 1,578,061 | 2,620,267 |
LOSS FROM OPERATIONS | (1,547,059) | (2,575,790) |
OTHER INCOME (EXPENSES): | ||
Interest expense, net | (4,554,203) | (1,847,035) |
Loss on debt extinguishment, net | (5,434,447) | |
Unrealized loss on marketable securities | (300) | (2,000) |
Settlement expense | (200,000) | |
Derivative expense | (12,945,076) | (26,397,075) |
Total Other Expenses, net | (17,499,579) | (33,880,557) |
NET LOSS | (19,046,638) | (36,456,347) |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ (19,046,638) | $ (36,495,799) |
NET LOSS PER COMMON SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS: | ||
Basic | $ 0 | $ (0.01) |
Diluted | $ 0 | $ (0.01) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||
Basic | 6,151,499,919 | 6,151,499,846 |
Diluted | 6,151,499,919 | 6,151,499,846 |
Series E Preferred Stock [Member] | ||
OTHER INCOME (EXPENSES): | ||
Series F preferred stock dividend | $ (26,301) | |
Series F Preferred Stock [Member] | ||
OTHER INCOME (EXPENSES): | ||
Series F preferred stock dividend | $ (13,151) |
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] Series C-1 Preferred Stock [Member] | Preferred Stock [Member] Series C-2 Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Sep. 30, 2022 | $ 615,150 | $ 55,391,612 | $ (62,807,817) | $ (6,801,055) | ||||
Balance, shares at Sep. 30, 2022 | 667 | 1,043 | 3,037 | 6,151,499,919 | ||||
Accretion of stock option expense | 612,173 | 612,173 | ||||||
Net loss | (36,456,347) | (36,456,347) | ||||||
Exchange of preferred stock to convertible debt | (1,618,238) | (1,618,238) | ||||||
Exchange of preferred stock to convertible debt, shares | (902) | (3,037) | ||||||
Series E preferred stock dividend | (26,301) | (26,301) | ||||||
Series F preferred stock dividend | (13,151) | (13,151) | ||||||
Balance at Dec. 31, 2022 | $ 615,150 | 54,385,547 | (99,303,616) | (44,302,919) | ||||
Balance, shares at Dec. 31, 2022 | 667 | 141 | 6,151,499,919 | |||||
Balance at Sep. 30, 2023 | $ 615,150 | 55,024,063 | (93,754,774) | (38,115,561) | ||||
Balance, shares at Sep. 30, 2023 | 667 | 141 | 6,151,499,919 | |||||
Accretion of stock option expense | 44,210 | 44,210 | ||||||
Net loss | (19,046,638) | (19,046,638) | ||||||
Balance at Dec. 31, 2023 | $ 615,150 | $ 55,068,273 | $ (112,801,412) | $ (57,117,989) | ||||
Balance, shares at Dec. 31, 2023 | 667 | 141 | 6,151,499,919 |
Statements of Cash Flows (Unaud
Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,046,638) | $ (36,456,347) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation on property and equipment and finance ROU assets | 46,316 | 50,479 |
Non-cash lease cost | 5,625 | 6,514 |
Accretion of stock option expense | 44,210 | 612,173 |
Amortization of debt discount | 3,017,093 | 1,602,646 |
Loss on debt extinguishment | 5,434,447 | |
Bad debt expense | 31,500 | |
Unrealized loss on marketable securities | 300 | 2,000 |
Non-cash debt extension fee included in interest expense | 995,280 | |
Non-cash settlement expense | 200,000 | |
Derivative expense | 12,945,076 | 26,397,075 |
Change in operating assets and liabilities: | ||
Accounts receivable | (53,370) | (16,170) |
Prepaid expenses and other current assets | 53,873 | 19,976 |
Accounts payable | 200,005 | (65,788) |
Accrued liabilities and other liabilities | 801,537 | 416,146 |
Contract liabilities | (3,600) | 20,500 |
NET CASH USED IN OPERATING ACTIVITIES | (962,793) | (1,776,349) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (7,980) | |
NET CASH USED IN INVESTING ACTIVITIES | (7,980) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible debt - related parties, net | 536,562 | |
Proceeds from convertible debt, net | 2,118,088 | |
Repayment of convertible notes payable - related parties | (120,000) | |
Repayment of financed lease | (10,921) | (12,879) |
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES | (10,921) | 2,521,771 |
NET (DECREASE) INCREASE IN CASH | (973,714) | 737,442 |
CASH, beginning of period | 997,484 | 393,460 |
CASH, end of period | 23,770 | 1,130,902 |
Cash paid during the period for: | ||
Interest | 22,697 | 3,574 |
Income taxes | ||
Non-cash investing and financing activities: | ||
Series E preferred stock dividend | 26,301 | |
Series F preferred stock dividend | 13,151 | |
Initial fair value of derivative liabilities recorded as debt discount - related parties | 8,837,284 | |
Initial fair value of derivative liabilities recorded as debt discount | 7,231,893 | |
Exchange of preferred stock and accrued dividends for convertible debt - related parties | 3,099,945 | |
Exchange of preferred stock for convertible debt | 1,615,238 | |
Exchange of accrued interest payable for convertible debt - related parties | 129,079 | |
Exchange of accrued interest payable for convertible debt | $ 173,375 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Theralink Technologies, Inc. (“Theralink or the Company), is a Nevada corporation, that operates as a precision medicine company with a nationally CLIA-certified and CAP-accredited laboratory in Golden, Colorado. Theralink’s unique and patented Reverse Phase Protein Array (RPPA) technology platform can quantify protein signaling to support oncology clinical treatment decisions and biopharmaceutical drug development. Since protein signaling is responsible for the development and progression of cancer, nearly all FDA-approved cancer therapeutics target proteins, not genes. The Theralink® RPPA technology can reveal the protein drug target(s) that are essentially turned “on” in a patient’s cancer and may suggest the most effective treatment plan to turn those proteins “off”. Therefore, the Theralink® RPPA technology is a critical tool that may empower oncologists with actionable information to effectively treat a cancer patient, which is often missed by standard proteomic and genomic testing. Our commercially available Lab Developed Test (LDT), the Theralink® Assay for Breast Cancer, is currently being utilized by oncologists across the United States to assist in making the most targeted treatment plan for their patients with advanced breast cancer. In 2023, Theralink began receiving reimbursement for this test by Medicare and certain third-party payors. The Theralink® test determines which drug target(s) are present and/or activated and may reveal to the oncologist which patients are predicted to be responders versus non-responders to a particular therapeutic. The test may provide therapeutic recommendations to support oncologist treatment selection of the best therapy option – which may improve patient response and consequently save the healthcare system substantial dollars. On May 23, 2023, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with IMAC Holdings, Inc. (“IMAC”) and IMAC Merger Sub, Inc., a newly formed, wholly owned subsidiary of IMAC (“Merger Sub”). Upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Theralink (the “Merger”), with Theralink continuing as a wholly owned subsidiary of IMAC. The board of directors of IMAC, and the Company’s Board of Directors unanimously approved the Merger Agreement. Under the terms of the Merger Agreement, upon completion of the Merger, each share of our common stock and each share of our preferred stock issued and outstanding as of immediately prior to completion of the Merger will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $ 0.001 IMAC Shares 85 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. 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 December 31, 2023. 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 September 30, 2023 audited financial statements on Form 10-K filed on January 5, 2024. 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, 2024. 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 a net loss and net cash used in operations of $ 19,046,638 962,793 112.8 57.1 57.5 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 and continue to try to grow its business. Although the Company has historically raised capital from sales of equity and the issuance of promissory notes convertible notes and convertible debentures, 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 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. THERALINK TECHNOLOGIES, INC. 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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2023 and 2022 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, the fair value of derivative liabilities, and the fair value of non-cash equity transactions. Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 – Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2023. Accordingly, the estimates presented in these unaudited 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. The carrying amounts reported in the unaudited balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, contract liabilities, and accrued compensation approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis included embedded conversion options in convertible debt (See Note 6) and were as follows on December 31, 2023 and September 30, 2023. SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS December 31, 2023 September 30, 2023 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 29,371,380 $ — $ — $ 16,426,304 A roll forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS 2023 2022 For the Three Months Ended December 31, 2023 2022 Balance at beginning of period $ 16,426,304 $ - Initial valuation of derivative liabilities included in debt discount - 16,069,178 Initial valuation of derivative liabilities included in derivative expense - 25,891,917 Change in fair value included in derivative expense, net 12,945,076 505,158 Balance at end of period $ 29,371,380 $ 42,466,252 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2023, the Company had no The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. On December 31, 2023, the Company’s cash balance did not exceed the federal deposit insurance limit of $ 250,000 250,000 747,601 THERALINK TECHNOLOGIES, INC. Prepaid Assets Prepaid assets are carried at amortized cost. Prepaid assets as of December 31, 2023 and September 30, 2023 include, but are not necessarily limited to, prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services. Research and Development Expenses Research and development expenses are recognized as general and administrative expense as incurred including the purchase of 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 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 ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment 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 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 under non-cancellable contracts, 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. During the three months ended December 31, 2023 and 2022, revenues by category are as follows: SCHEDULE OF REVENUES BY CATEGORY Three Months Ended Three Months Ended Biopharma services $ 14,970 $ 39,795 Patient testing service 68,979 15,500 Total revenues $ 83,949 $ 55,295 Contract Liabilities – Deferred Revenue 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. For the three months ended December 31, 2023 and 2022, contract liabilities activity is as follows: SCHEDULE OF CONTRACT LIABILITIES Three Months Ended Three Months Ended Contract liabilities - beginning of period $ 144,890 $ 156,550 Billings and cash receipts on uncompleted contracts - 24,000 Less: revenues recognized during the period (3,600 ) (3,500 ) Contract liabilities – end of period $ 141,290 $ 177,050 THERALINK TECHNOLOGIES, INC. During the three months ended December 31, 2023, the Company recognized $ 3,600 3,600 Cost of Revenues The cost of revenue includes 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. The Company recognizes an allowance for losses on accounts receivable and other receivables in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts or other accounts considered at risk or uncollectible. The bad debt expense associated with the allowance for doubtful accounts related to accounts receivable and other receivables is recognized in general and administrative expenses. Research and Development - Contract The Company executed an investigator-initiated study agreement in 2022. The contract agreement expires on December 31, 2027, and may be canceled by either party upon 30-days written notice. As part of the agreement, the Company is required to make quarterly payments to the investigator for the rights/access to various retrospective biobank clinical samples for research and product development purposes. In addition, the Company received active patient clinical samples for various cancer indications including: ovarian, endometrial, and head & neck cancers. These samples were tested to provide RUO (Research Use Only) results reports for research and product validation efforts. For the three months ended December 31, 2023 and 2022, the Company did no Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 - Derivative and Hedging - Contract in Entity’s Own Equity Concentrations Concentration of Revenues For the three months ended December 31, 2023, the Company generated total revenue of $ 83,949 13.5 55,295 72 Concentration of Accounts Receivable As of December 31, 2023, the Company had net accounts receivable of $ 45,780 57.9 42.1 23,910 63 37 Concentration of Contract Liabilities As of December 31, 2023, the Company had deferred revenue reflected as contract liabilities of $ 141,290 100 144,890 100 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, conversion of preferred stock, and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2023 and 2022 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 2023 2022 December 31, 2023 2022 Stock warrants 7,244,334,819 6,862,673,594 Stock options 1,660,670,920 1,901,410,519 Series C-1 preferred stock 21,167,535 212,431 Convertible notes 24,440,123,504 8,765,180,181 Total antidilutive securities excluded from computation of earnings 33,366,296,778 17,529,476,725 THERALINK TECHNOLOGIES, INC. Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes no no Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations. Recent Accounting Pronouncements On October 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 326). The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. Further, the FASB issued ASU 2019-04 and ASU 2019-05 to provide additional guidance on the credit losses standard. While the adoption of ASC 326 could result in a higher allowance recorded in the future for credit losses on receivables within the scope of the standard due to the prescribed measurement principles, the impact of the adoption on the Company’s financial statements was not material. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the Company’s financial statements. |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 3 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
MARKETABLE SECURITIES | NOTE 3 – MARKETABLE SECURITIES During the fiscal year ended 2017, the Company acquired 1,000,000 40,980 300 2,000 500 800 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | NOTE 4 – ACCOUNTS RECEIVABLE On December 31, 2023 and September 30, 2023, accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2023 September 30, 2023 Accounts receivable $ 89,530 $ 46,660 Less: allowance for doubtful accounts (43,750 ) (22,750 ) Accounts receivable, net $ 45,780 $ 23,910 For the three months ended December 31, 2023 and 2022, bad debt expense amounted to $ 31,500 0 THERALINK TECHNOLOGIES, INC. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2023 | |
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. Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Life in Years December 31, 2023 September 30, 2023 Laboratory equipment 5 $ 513,788 $ 513,788 Furniture 5 24,567 24,567 Leasehold improvements 5 353,826 353,826 Computer equipment 3 76,469 76,469 Property and equipment gross 968,650 968,650 Less: accumulated depreciation (558,845 ) (520,135 ) Property and equipment, net $ 409,805 $ 448,515 For the three months ended December 31, 2023 and 2022, depreciation expense related to property and equipment was $ 38,710 38,887 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 | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 – DEBT On December 31, 2023 and September 30, 2023, convertible notes payable (third parties and related parties) consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 September 30, 2023 Principal amount $ 9,480,024 $ 8,986,605 Less: debt discount - (1,498,388 ) Convertible notes payable, net 9,480,024 7,488,217 Less: current portion of convertible notes payable (9,480,024 ) (7,488,217 ) Convertible notes payable, net – long-term $ - $ - Principal amount – related parties $ 11,942,653 $ 11,440,792 Less: debt discount – related parties - (1,509,975 ) Convertible notes payable – related parties, net 11,942,653 9,930,817 Less: current portion convertible notes payable - related parties (11,942,653 ) (9,930,817 ) Convertible notes payable – related parties, net – long-term $ - $ - Total convertible notes payable, net $ 21,422,677 $ 17,419,034 Convertible Debt – Related Parties 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 63,897,764 1,000,000 1,000,000 8 May 12, 2026 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 54,644,811 1,000,000 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 cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes 218,579,234 34,620 THERALINK TECHNOLOGIES, INC. 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 a principal balance of $ 100,000 4,201,681 100,000 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 42,016,808 20 1,000,000 April 1, 2027 On June 15, 2022, the Company entered into a Securities Purchase Agreement (“June 2022 SPA”) with a related party, Danica Holley, 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 April 1, 2027 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 $ 125,000 150,000 On August 11, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $ 375,000 On September 2, 2022, the Company entered into a Demand Promissory Note Agreement with a related party, who is an affiliate stockholder, for a principal balance of $ 350,000 On November 1, 2022, the Company entered into a Demand Promissory Note Agreements with two related parties, who are affiliate stockholders, for a principal balance of $ 120,000 8 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed below, the May 2021 Warrants, First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 0.003 63,897,764 0.003 0.00366 0.00476 0.003 Securities Exchange Agreements and New Related Party Convertible Debentures and Warrants dated November 29, 2022 On November 29, 2022, the Company consummated the initial closing of a private placement offering pursuant to the terms and conditions of that certain Securities Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain related party accredited investors (the “Related Party Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as collateral agent. At the initial closing, the Company sold the related party Purchasers (i) 10 550,000 157,142,857 100 412,092 50,000 58,200 29,708 On November 29, 2022, the Company entered into Securities Exchange Agreements with the above related party investors, whereby the May 2021 Note, the First November 2021 Notes, the First April 2022 Note, the May 2022 Notes, the June 2022 Note, the Busch Notes, the August 11, 2022 Demand Promissory Note, and the September 2, 2022 Demand Promissory Note with an aggregate principal amount of $ 4,150,000 120,750 15 10 589,505 4,860,255 On November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related party holders of 1,000 2,000,000 66,630 500 1,000,000 33,315 15 464,992 3,564,937 464,992 THERALINK TECHNOLOGIES, INC. On April 11, 2023, the Company consummated a third closing of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company and Jeffrey Busch (the “Third Closing Related Party Purchaser”). At the third closing, the Company sold the Purchaser (i) a New Debenture with a principal amount of $ 155,100 44,314,286 100 141,000 10 14,100 The November 29, 2022, New Related Party Debentures and April 2023 Related Party Debenture were to mature on November 29, 2023 February 29, 2024 5 501,861 The New Related Party Debentures and April 2023 Related Party Debenture bear interest at 10 0.003 70 50 5,000,000 0.003 70 Notwithstanding the preceding, holders of New Related Party Debentures and April 2023 Related Party Debenture shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing The Company’s obligations under the New Related Party Debentures and April 2023 Related Party Debenture are secured by a first priority lien on all the assets of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the “Security Agreement”) by and among the Company, the Debenture holders and the Collateral Agent. In connection with the issuance of the IMAC Note, the Company, Collateral Agent and the holders of a majority of the outstanding New Related Party Debentures agreed to amend and restate the Original Security Agreement to include the IMAC Note, pursuant to the Amended and Restated Security Agreement dated as of August 16, 2023 by and between the Company, IMAC and the Collateral Agent. The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. If the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $ 250,000 In connection with the Securities Exchange Agreements with related parties for the exchange of the convertible notes and preferred shares for the New Related Party Debentures and for the April 2023 Related party Debenture discussed above, the Company issued an aggregate of 2,608,654,988 The New Related Party Warrants and April 2023 Related Party Warrant are exercisable for five years and six months from the earlier of the maturity date of the New Related Party Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the New Related Party Warrant and April 2023 Related Party Warrant, the price per share at which the Qualified Offering is made (“Qualified Offering Price”), or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the New Related Party Warrants and April 2023 Related Party Warrant within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% As discussed above, on November 29, 2022, in order to induce the related party investors to exchange their respective convertible notes and preferred stock into the New Related Party Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the stated value and accrued dividends of exchanged preferred stock was increased by 15 10 1,046,167 1,768,379 THERALINK TECHNOLOGIES, INC. IMAC Convertible Secured Note On August 16, 2023, the Company entered into a Convertible Secured Promissory Note with IMAC Holdings, Inc. for a total principal amount of $ 2,560,500 6 August 16, 2024 0.00313 Upon the closing of the stock-for-stock reverse merger transaction contemplated in that certain Agreement and Plan of Merger, dated May 23, 2023, by and between the Company and the Holder, pursuant to which the Company will merge with a newly-formed wholly-owned subsidiary of the Holder and in which the Company will survive as a wholly-owned subsidiary of the Holder, the Conversion Amount shall automatically be converted into fully-paid and non-assessable shares of Common Stock at a price per share of $ .00313 From and after the Issue Date, the Conversion Amount, in whole or in part at any time and from time to time may be converted into shares of Company Stock at the election of the Holder, in its sole discretion. The number of shares of Company Stock to be issued upon the optional conversion of the Holder will be the conversion amount at a price per share of $ .00313 If the Company (a) fails to pay when due any principal or interest payment on the due date hereunder, and such payment shall not have been made within thirty days of the Company’s receipt of the Holder’s written notice to the Company of such failure to pay; (b) materially breaches any other covenant contained in this Note or the Security Agreement and such failure continues for forty-five days after the Company receives written notice of such material breach from the Holder; (c) voluntarily files for bankruptcy protection or makes a general assignment for the benefit of creditors; or (d) is the subject of an involuntary bankruptcy petition and such petition is not dismissed within ninety (90) days, then in any such case then the Holder may declare the Note in default and immediately due and payable in full. From that date forward, this Note shall bear interest at a rate of the lower of ten percent ( 10 This Note is secured by all of the assets of the Company pursuant to that certain Amended and Restated Security Agreement (as amended, restated or otherwise modified from time to time, the “ Security Agreement 10.0 On August 28, 2023, the Company repaid $ 250,000 As of December 31, 2023 and September 30, 2023, the note has an outstanding principal balance of $ 2,310,500 convertible notes – related parties 34,563 0 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 27,322,406 500,000 the Company modified the terms of the Second 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 Second November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes 109,289,616 22,429 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 27,322,406 500,000 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% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes 109,289,616 22,429 THERALINK TECHNOLOGIES, INC. 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 November 1, 2026 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 $ 500,000 500,000 136,612,022 November 1, 2026 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 April 1, 2027 0.00476 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 April 1, 2027 On October 22, 2022, the Company issued a new convertible note for $ 200,000 200,000 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debentures discussed below, the Second November 2021 Warrants, Third November 2021 Warrants, January 2022 Warrants, Second January 2022 Warrants, Second April 2022 Warrants, and the July 2022 Warrants, aggregating 566,406,072 0.003 16,393,443 0.003 0.00366 0.00476 0.003 Securities Exchange Agreements and New Convertible Debentures and Warrants dated November 29, 2022 On November 29, 2022, the Company consummated the Initial Closing of the Offering pursuant to the terms and conditions of the Purchase Agreement, by and among the Company, certain accredited investors (the “Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as collateral agent (the “Collateral Agent”). At the Initial Closing, the Company sold to the Purchasers (i) 10 2,805,000 801,428,569 100 2,095,288 255,000 296,800 157,912 The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. On November 29, 2022, the Company entered into Securities Exchange Agreements with the above investors, whereby the Second November 2021 Notes, the Third November 2021 Notes, the First January 2022 Note, the Second January 2022 Note, the Second April 2022 Notes, the July 2022 Note, and the Settlement Note, with an aggregate principal amount of $ 2,675,000 173,375 15 427,256 3,275,631 On November 29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 902 372,303 3,037 1,245,935 15 242,736 1,860,974 On January 27, 2023, the Company consummated the second closing (the “Second Closing”) of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022, by and among the Company, certain accredited investors (the “Second Closing Purchasers”) and Cavalry Fund I Management LLC, a Delaware limited liability company, in its capacity as Collateral Agent. At the Second Closing, the Company sold the Purchasers (i) New Debentures in an aggregate principal amount of $ 1,045,000 298,571,429 100 950,000 Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Second Offering, and (ii) issue to Gunnar additional PA Warrants on the terms identical to the Warrants sold in the Second Offering in an amount equal to 10% of the New Debentures sold to Second Closing Purchasers 95,000 7,500 THERALINK TECHNOLOGIES, INC. The New Debentures matured on November 29, 2023 5 493,418 The New Debentures bear interest at 10 0.003 70 50 Notwithstanding the preceding, holders of New Debentures shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The New Debentures also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion of the New Debentures in case of certain future dilutive events or stock-splits and dividends The Purchase Agreement contains customary representations, warranties, and covenants of the Company, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company without the prior written consent of the Debenture holders, to incur additional indebtedness, and repay outstanding indebtedness, create or permit liens on assets, redeem its Common Stock, settle outstanding litigation, or enter into transactions with affiliates. The Company’s obligations under the Purchase Agreement and the New Debentures are secured by a first priority lien on all the assets of the Company pursuant to that certain Security Agreement, dated November 29, 2022 (the “Security Agreement”) by and among the Company, the Purchasers and the Collateral Agent. If the Company or any Subsidiary shall default on any of its obligations under any mortgage credit agreement or other facility indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement that (a) involves an obligation greater than $ 250,000 In connection with the Securities Exchange Agreements with investors for the exchange of the convertible notes and preferred shares for the New Debentures discussed above, the Company issued an aggregate of 2,567,601,521 The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% As discussed above, on November 29, 2022, in order to induce the investors to exchange their respective convertible notes and preferred stock into the New Debentures, the aggregate principal amount and accrued interest payable of the exchanged convertible notes, and the stated value of exchanged preferred stock was increased by 15 669,992 1,949,909 In connection with the Initial Closing of the private placement, the Company and Joseph Gunnar & Co. LLC, a U.S. registered broker-dealer (“Gunnar”), entered into a placement agency agreement (the “Placement Agency Agreement”), pursuant to which Gunnar agreed to act as the placement agent for the Offering (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Offering, and (ii) issue to Gunnar warrants (the “PA Warrants”) on the terms identical to the Warrants sold in the Offering in an amount equal to 10% of the Underlying Securities sold to investors 305,000 50,000 50,000 124,489,795 16,000,000 95,000 7,500 38,775,510 THERALINK TECHNOLOGIES, INC. Analysis of Exchange Agreements, Related Party Debenture, April 2023 Related Party Debenture, and New Debentures, and Related Warrants In accordance with ASC 470-50, Debt Modifications and Extinguishments, the Company performed an assessment of whether the Exchange Agreement transactions with related parties and investors was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt. The Company evaluated the November 29, 2022 Exchange Agreements for debt modification and concluded that the debt exchanges qualified for debt extinguishment. The Company determined the transactions were considered a debt extinguishment because the change in debt, the inducement premiums (related parties and third parties) discussed previously totaling $ 1,724,489 3,718,288 Derivative Liabilities Pursuant to Related Party Debentures and New Debentures and Related Warrants Pursuant to the provisions of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity’s Own Stock 5,355,521,814 In connection with the issuance of the New Related Party Debentures and the New Debentures, and the related 5,355,521,814 41,961,095 21,986,653 8,837,284 13,149,369 19,974,442 7,231,894 12,742,548 2,192,488 2,192,488 831,922 1,360,566 326,630 141,000 141,000 14,100 185,630 505,158 26,397,075 12,945,076 The Company uses the Binomial Valuation Model to determine the fair value of its conversion options and new stock warrants which requires the Company to make several key judgments including: ● the value of the Company’s common stock; ● the expected life of issued stock warrants and convertible debt; ● the expected volatility of the Company’s stock price; ● the expected dividend yield to be realized over the life of the convertible debt and stock warrants; and ● the risk-free interest rate over the expected life of the convertible debt and stock warrants. During the three months ended December 31, 2023 and 2022, the fair value of the embedded options and stock warrants were estimated at issuance using the Binomial Valuation Model with the following assumptions: SCHEDULE OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Dividend rate — % — % Term (in years) 0.25 5.4 1.0 6.5 Volatility 240.47 364.72 % 270.0 364.2 % Risk—free interest rate 3.84 5.40 % 3.92 4.78 % The Company’s computation of the expected life of issued stock warrants was based on the simplified method as the Company does not have adequate exercise experience to determine the expected term. The interest rate was based on the U.S. Treasury yield curve in effect at the time of grant. The computation of volatility was based on the historical volatility of the Company’s common stock. During the three months ended December 31, 2023 and 2022, amortization of debt discounts related to the convertible notes payable and exchanged Debentures was $ 3,008,363 1,602,646 THERALINK TECHNOLOGIES, INC. Notes Payable - Related Parties On December 31, 2023 and September 30, 2023, notes payable - related parties consisted of the following: SCHEDULE OF NOTES PAYABLE - RELATED PARTIES December 31, 2023 September 30, 2023 Principal amount $ 1,172,466 $ 1,172,466 Less: debt discount (14,294 ) (23,024 ) Notes payable – related parties, net 1,158,172 1,149,442 Less: current portion of notes payable - related parties (1,158,172 ) (1,149,442 ) Notes payable – related parties, net – long-term $ - $ - 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 1 100,000 350,000 250,000 1 2 Debt Modifications and Exchanges, 350,000 notes payable – related parties accrued liabilities – related party 6,856 5,974 2023 Promissory Notes On April 28, 2023, the Company entered into a Promissory Note Agreement with Douglas Mergenthaler who is a related party, for a principal amount of $ 110,000 100,000 10,000 10 April 28, 2024 1,000,000 108,000 2,000 notes payable – related parties accrued liabilities – related party 3,268 3,218 From May 2023 to July 2023, the Company entered into Promissory Note Agreements with Jeffrey Busch who serves as a member of the Board of Directors and a related party, for an aggregate principal amount of $ 521,966 487,681 34,285 10 May and June 2024 1,000,000 114,000 380,966 notes payable – related parties accrued liabilities – related party 25,101 15,366 IMAC Promissory Note On July 28, 2023, the Company issued a Promissory Note Agreement with IMAC Holdings, Inc. (“IMAC”) for a principal amount of $ 439,500 439,500 6 439,500 notes payable – related parties accrued liabilities – related party 11,345 4,696 During the three months ended December 31, 2023 and 2022, amortization of debt discount related to notes payable – related parties was to $ 8,730 0 Notes Payable - Other 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 2,105 2,021 THERALINK TECHNOLOGIES, INC. |
LEASE LIABILITIES
LEASE LIABILITIES | 3 Months Ended |
Dec. 31, 2023 | |
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 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 December 31, 2023 September 30, Financing ROU assets $ 231,841 $ 231,841 Less accumulated amortization (220,459 ) (212,853 ) Balance of Financing ROU assets $ 11,382 $ 18,988 For the three months ended December 31, 2023 and 2022, amortization expense related to Financing ROU assets was $ 7,606 11,592 Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCING LEASE LIABILITY RELATED TO FINANCING RIGHT-OF-USE ASSETS December 31, 2023 September 30, Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (208,372 ) (197,451 ) Total 23,469 34,390 Less: short term portion (23,469 ) (30,262 ) Long term portion $ - $ 4,128 Future minimum lease payments under the financing lease agreements on December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCING LEASE Year ending December 31, Amount 2024 $ 23,677 Total minimum financing lease payments 23,677 Less: discount to fair value (208 ) Total financing lease payable on December 31, 2023 $ 23,469 THERALINK TECHNOLOGIES, INC. 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 11). 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 will 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 three months ended December 31, 2023 and 2022, lease costs related to operating lease ROU asset and operating lease liabilities was $ 51,208 50,311 Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSETS December 31, 2023 September 30, 2023 Operating office lease $ 1,212,708 $ 1,212,708 Less accumulated reduction (121,324 ) (108,362 ) Balance of Operating ROU asset $ 1,091,384 $ 1,104,346 Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO RIGHT-OF-USE ASSETS December 31, 2023 September 30, Operating office lease $ 1,212,708 $ 1,212,708 Total operating lease liability 1,212,708 1,212,708 Reduction of operating lease liability (62,284 ) (54,947 ) Total 1,150,424 1,157,761 Less: short term portion (32,939 ) (31,388 ) Long term portion $ 1,117,485 $ 1,126,373 Future base lease payments under the non-cancellable operating lease on December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE Year ending December 31, Amount 2024 $ 123,806 2025 127,520 2026 131,871 2027 136,177 2028 140,262 2029 and thereafter 1,238,901 Total minimum non-cancellable operating lease payments 1,898,537 Less: discount to fair value (748,113 ) Total operating lease liability on December 31, 2023 $ 1,150,424 THERALINK TECHNOLOGIES, INC. |
RELATED-PARTY TRANSACTIONS
RELATED-PARTY TRANSACTIONS | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED-PARTY TRANSACTIONS | NOTE 8 – RELATED-PARTY TRANSACTIONS Convertible notes payable – related parties See Note 6 - Convertible Debt – Related Parties and IMAC Convertible Secured Note Notes payable – related parties See Note 6 – Notes Payable – Related Parties Other 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 was renewed on a month-to-month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement in accordance with the agreement. Pursuant to the agreement, Mr. Kucharchuk shall be paid $ 2,000 15,000 no In July 2023, the Ruxin Employment Agreement was terminated and Dr. Ruxin became the Company’s Chief Medical Officer (see consulting agreement below). In connection with the termination of the Ruxin Employment Agreement, the Company accrued a severance payment due of $ 900,000 1,069,974 1,099,974 As of December 31, 2023 and September 30, 2023, the Company owed Dr. Ruxin for expense reimbursements and consulting fees in the amount of $ 44,262 10,000 Accounts payable – related party On December 31, 2023 and September 30, 2023 net amounts due to related parties consisted of the following: SCHEDULE OF RELATED PARTIES TRANSACTION December 31, 2023 September 30, 2023 Convertible notes principal – related parties $ 11,942,653 $ 11,440,792 Discount on convertible notes - related parties - (1,509,975 ) Note payable principal – related parties 1,172,466 1,172,466 Discount on notes - related parties (14,294 ) (23,024 ) Accrued liabilities - related parties 2,142,464 1,886,051 Accounts payable – related parties 44,282 10,000 Total $ 15,287,571 $ 12,976,310 |
STOCKHOLDERS_ DEFICIT
STOCKHOLDERS’ DEFICIT | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | NOTE 9 – STOCKHOLDERS’ DEFICIT Common Stock 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 On August 20, 2015, the Company filed the Certificate of Designation with the Nevada Secretary of State, designating 1,333 26,667 500 As of December 31, 2023 and September 30, 2023, there were 667 Series C-1 Preferred Stock On May 18, 2020, the Company filed a certificate of designation, preferences and rights of Series C-1 Preferred Stock (the “Series C-1 Certificate of Designation”), as amended on June 9, 2021, with the Nevada Secretary of State to designate 3,000 0.0001 4,128.42 On June 9, 2021, the Company filed an Amendment (the “CoD Amendment”) to the Series C-1 Certificate of Designation with the Nevada Secretary of State. The filing of the CoD Amendment was approved by the Board on June 8, 2021, and by the holders of the majority of the outstanding shares of Series C-1 Preferred Stock on June 8, 2021. THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) The CoD Amendment sets the triggering price for the anti-dilution price protection at $ 0.00275 ● Holders of shares of Series C-1 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 C-1 Preferred Stock is convertible into shares of common stock any time after the Initial Issuance Date at a conversion price of $ 0.0275 (x) (y) 0.0275 80 4.99 ● 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 C-1 Certificate of Designation), at a price of or with an exercise price or conversion price of less than $ 0.0275 ● In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of the Series C-1 Preferred Stock shall be entitled to receive, in cash out of the assets of the Company, whether from capital or from earnings available for distribution to its stockholders (“Liquidation Funds”) before any amount shall be paid to the holders of any shares of Junior Stock, but pari passu with any Parity Stock (as defined in the Series C-1 Certificate of Designation) then outstanding, an amount per shares of the Series C-1 Preferred Stock equal to the greater of (A) the conversion amount thereof on the date of such payment or (B) the amount per share such holder of Series C-1 Preferred Stock would receive if such holder converted such Series C-1 into common stock immediately prior to the date of the payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the holders of Series C-1 Preferred Stock and holders of the shares of Parity Stock, then each holder of Series C-1 Preferred Stock and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of the Liquidation Funds payable to such holder of Series C-1 Preferred Stock and such holder of the Parity Stock as a liquidation preference, in accordance with their respective certificate of designation (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Series C-1 Preferred Stock and all holders of Parity Stock. On November 29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 902 372,303 As of December 31, 2023 and September 30, 2023, the Company had 141 Series C-2 Preferred Stock On May 18, 2020, the Company filed a certificate of designation, preferences and rights of Series C-2 Preferred Stock (the “Series C-2 Certificate of Designation”) with the Nevada Secretary of State to designate 6,000 0.0001 410.27 ● Holders of shares of Series C-2 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 C-2 Preferred Stock is convertible into shares of common stock any time after the initial issuance date at a conversion price of $ 0.00275 (x) (y) 0.00275 80 4.99 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) ● 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 C-2 Certificate of Designation), at a price of or with an exercise price or conversion price of less than the conversion price, then upon such issuance or sale, the Series C-2 Preferred Stock conversion price shall be reduced to the sale price, the exercise price or conversion price of the securities sold. In addition, these preferred shareholders have the right to participate in future equity offerings from the company for twenty-four months from the effective date. ● In the event of the voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up of the Company, the holders of the Series C-2 Preferred Stock shall be entitled to receive, in cash out of the Liquidation Funds before any amount shall be paid to the holders of any shares of Junior Stock, but pari passu with any Parity Stock (as defined in the Series C-2 Certificate of Designation) then outstanding, an amount per shares of the Series C-2 Preferred Stock equal to the greater of (A) the conversion amount thereof on the date of such payment or (B) the amount per share such holder would receive if such holder converted such Series C-2 into common stock immediately prior to the date of the payment, provided that if the Liquidation Funds are insufficient to pay the full amount due to the holders of Series C-2 Preferred Stock and holders of the shares of Parity Stock, then each holder of Series C-2 Preferred Stock and each holder of Parity Stock shall receive a percentage of the Liquidation Funds equal to the full amount of the Liquidation Funds payable to such holder of Series C-2 Preferred Stock and such holder of the Parity Stock as a liquidation preference, in accordance with their respective certificate of designation (or equivalent), as a percentage of the full amount of Liquidation Funds payable to all holders of Series C-2 Preferred Stock and all holders of Parity Stock. On November 29, 2022, the Company entered into Securities Exchange Agreements with preferred stockholders, whereby holders of 3,037 1,245,935 As of December 31, 2023 and September 30, 2023, the Company had no 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 DECEMBER 31, 2023 (UNAUDITED) Pursuant to the Series E Certificate of Designation, Series E Preferred Stock is redeemable at the option of the holder in the event that the Company is prohibited from issuing shares of common stock to a holder upon any conversion due to insufficient shares of common stock available (“Authorized Failure Shares”) and therefore meets the criteria of a contingently redeemable instrument in accordance with ASC 480-10-25-7 – Distinguishing Liabilities from Equity Further the Series E Preferred Stock is an equity host instrument since it has more features that align with an equity instrument than a debt instrument pursuant to ASC 815-15-25-17A – Derivatives and Hedging the nature of the host contract depends on the economic characteristics and risks of the entire hybrid financial instrument.” On November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related party holders of 1,000 2,000,000 66,630 During the three months ended December 31, 2023 and 2022, the Company incurred $ 0 26,301 0 As of December 31, 2023 and September 30, 2023, the Company had no 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 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) ● 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. ● 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. Pursuant to the Series F Certificate of Designation, Series F Preferred Stock is redeemable at the option of the holder in the event that the Company is prohibited from issuing shares of common stock to a holder upon any conversion due to insufficient shares of common stock available (“Authorized Failure Shares”) and therefore meets the criteria of a contingently redeemable instrument in accordance with ASC 480-10-25-7 – Distinguishing Liabilities from Equity Derivatives and Hedging the nature of the host contract depends on the economic characteristics and risks of the entire hybrid financial instrument.” THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) On November 29, 2022, the Company entered into Securities Exchange Agreements with related party preferred stockholders, whereby related party holders of 500 1,000,000 33,315 During the three months ended December 31, 2023 and 2022, the Company recorded dividends related to the Series F Preferred Stock in the amount of $ 0 13,151 0 As of December 31, 2023 and September 30, 2023, the Company had no Stock Options On April 18, 2022, the Company’s Board and the shareholders approved the 2022 Equity Incentive Plan (“2022 Plan”) at which time the plan became effective. A total of 1,915,000,000 110 During the three months ended December 31, 2023 and 2022, in connection with the accretion of stock-based option expense over the vesting period, the Company recorded stock option expense of $ 44,210 612,173 1,660,670,920 1,580,574,866 121,473 The aggregate intrinsic value of vested options on December 31, 2023, was $ 0 .0015 Stock option activities for the years ended September 30, 2023 and 2022 are summarized as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Balance Outstanding September 30, 2023 1,664,270,920 0.0036 Granted - - Forfeited/Expired (3,600,000 ) 0.0036 Balance Outstanding December 31, 2023 1,660,670,920 0.0036 Exercisable, December 31, 2023 (a) 1,580,574,866 0.0036 The following table summarizes additional information on the Company’s stock options outstanding on December 31, 2023: Options Outstanding Options Exercisable (a) Exercise Price Number Outstanding Weighted Average Remaining Contractual Term (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.0036 1,660,670,920 8.63 0.0036 1,580,574,866 0.0036 (a) All vested options are only exercisable upon the company filing an S-8 to register the underlying shares. Warrants Legacy 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 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) 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 cashless-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 cashless-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 cashless-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 On January 31, 2022, the Company issued to two consultants an aggregate of 16,393,443 0.00366 54,595 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) 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 42,016,808 0.00476 178,449 On June 15, 2022, the Company issued the June 2022 Warrants to purchase 2,100,840 0.00476 5,924 On July 1, 2022, the Company issued the July 2022 Warrants to purchase an aggregate of 2,100,840 0.00476 8,190 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debt discussed in Note 6, the May 2021 Warrants, First November 2021 Warrants, First April 2022 Warrants, May 2022 Warrants, and June 2022 Warrants, aggregating 385,441,138 0.003 63,897,764 0.003 0.00366 0.00476 0.003 On November 29, 2022, in connection with the Securities Exchange Agreements and New Convertible Debentures discussed in Note 6, the Second November 2021 Warrants, Third November 2021 Warrants, January 2022 Warrants, Second January 2022 Warrants, Second April 2022 Warrants, and the July 2022 Warrants, aggregating 566,406,072 0.003 16,393,443 0.003 0.00366 0.00476 0.003 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) New Warrants In connection with the Securities Exchange Agreements with related parties for the exchange of the convertible notes and preferred shares for the New Related Party Debentures, as discussed in Note 6, the Company issued an aggregate of 2,564,340,702 (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. In connection with the Securities Exchange Agreements with investors for the exchange of the convertible notes and preferred shares for the New Debentures, as discussed in Note 6, the Company issued an aggregate of 2,269,030,092 (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. In connection with the Initial Closing of the private placement discussed in Note 6, the Company and Gunnar entered into the Placement Agency Agreement, pursuant to which Gunnar agreed to act as the Placement Agent. Pursuant to the terms of the Placement Agency Agreement, Gunner received 124,489,795 16,000,000 On January 27, 2023, the Company consummated the second closing (the “Second Closing”) of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022 as discussed in Note 6. The Company issued an aggregate of 298,571,429 The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. 38,775,510 On April 22, 2023, the Company consummated the closing of the Offering pursuant to the terms and conditions of that certain Purchase Agreement, dated as of November 29, 2022, as discussed in Note 7. The Company issued 44,314,286 Warrants activities for the three months ended December 31, 2023 are summarized as follows: SCHEDULE OF WARRANTS Weighted Weighted Average Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (Years) Value Balance Outstanding on September 30, 2023 7,244,334,819 $ 0.0011 4.78 $ 1,665,567 Granted - - - Balance Outstanding on December 31, 2023 7,244,334,819 $ 0.0013 4.53 $ 4,878,880 Exercisable on December 31, 2023 7,044,334,819 $ 0.0012 4.61 $ 4,878,880 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Dec. 31, 2023 | |
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 provided that Dr. Ruxin will be employed for a five-year term commencing on June 5, 2020. Dr. Ruxin was entitled to receive an annual base salary of $ 300,000 150 49,047,059 420,691,653 49,047,059 49,047,059 420,691,653 469,738,712 0.0036 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. Pursuant to the Ruxin Employment Agreement, if Dr. Ruxin’s employment is terminated by the Company without Cause, the Company shall make a severance payment to Dr. Ruxin in an amount equal to the sum of Mr. Ruxin’s Base Salary immediately prior to such termination multiplied by three (the “ Severance Payment Termination Date In July 2023, the Ruxin Employment Agreement was terminated and Dr. Ruxin became the Company’s Chief Medical Officer (see consulting agreement below). In connection with the termination of the Ruxin Employment Agreement, the Company accrued a severance payment due of $ 900,000 As of December 31, 2023 and September 30, 2023, the Company had aggregate accrued payroll related to Dr. Ruxin’s salary deferment and accrued severance payment of $ 1,069,974 1,099,974 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 Company and in such other positions as may be assigned from time to time by 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 49,047,059 49,047,059 420,691,653 469,738,712 0.0036 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) 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. As of December 31, 2023 and September 30, 2023, the Company had accrued director compensation of $ 267,500 252,500 Accrued expenses -related parties 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 provided that his base salary will be $ 225,000 Mr. Chilcott was entitled to participate in all medical and other benefits that the Company has established for its employees. The offer letter also provided that Mr. Chilcott will be granted an option to purchase up to 94,545,096 shares of the Company’s common stock which were granted on August 16, 2022 with an exercise price of $ 0.0036 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 was 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. On December 6, 2022, the Board approved a bonus compensation plan pursuant to which Thomas E. Chilcott, III, the Company’s Chief Financial Officer, was eligible for: (i) a $150,000 bonus payable upon the successful filing of the Company’s report on Form 10-K for the annual period ended September 30, 2022 (the “Annual Report “) on or before December 29, 2022; or (ii) a $100,000 bonus payable upon the successful filing of the Company’s Annual Report on or before January 13, 2023 (collectively, the “Bonus”). During the year ended September 30, 2023, an aggregate bonus of $ 150,000 On May 5, 2023, Mr. Chilcott’s employment with the Company was terminated. On Mr. Chilcott’s employment termination date of employment 56,727,056 37,818,040 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) Faith Zaslavsky On December 5, 2022, the Company appointed Faith Zaslavsky 48, as President and Chief Operating Officer of the Company, effective December 5, 2022. In connection with her appointment, on December 5, 2022, the Company and Ms. Zaslavsky entered into an offer letter which provides that Ms. Zaslavsky’s base salary will be $ 400,000 35 150,000,000 20 On June 28, 2023 the Company appointed Ms. Zaslavsky as the Company’s Chief Executive Officer. 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 0.0036 1,500 3,000 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 0.0036 1,500 16,320 15,504 Effective January 1, 2021, the Company entered into a consulting agreement with Andrew 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 would renew on a month-to month basis, subject to the right of the Company and Mr. Kucharchuk to terminate the agreement in accordance with the terms of the agreement. Pursuant to the agreement, Mr. Kucharchuk was $ 2,000 On July 14, 2023, the Company terminated the employment agreement and entered into a Chief Medical Officer Consulting Agreement with Dr. Michael Ruxin, the Company’s former Chief Executive Officer, to serve as the Company’s Chief Medical Officer. For compensation for services provided by Dr, Ruxin as a Chief Medical Officer Consultant (a) the Company shall pay Dr, Ruxin compensation equal to $10,000 per month, (b) the Company shall amend the Dr. Ruxin’s existing option award agreement so that upon a “Separation from Service” instead of having 3 months to exercise the options, Dr. Ruxin’s options shall be exercisable until their expiration date and (c) the Company shall issue Dr. Ruxin options to purchase shares of the Company’s common stock in accordance with the Company’s newly planned Equity Incentive Plan, according to the standard amounts awarded to Chief Medical Officers, as well as taking into consideration the past 5 years of service to the company as is planned for current employees, subject to Board approval. This Agreement commenced on July 14, 2023 and will continue for one year and will be brought to the Board of Directors annually for renewal approval based on prior year performance metrics and then for subsequent one-year periods if not terminated 60 days prior to renewal THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) 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 34,792 33,533 NIH License Agreement In March 2018, the Company entered into two license agreement (“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. The two patents licensed under the exclusive agreement expire on March 10, 2024. Pursuant to the NIH License Agreement, the Company is required to make an annual payment of $ 1,000 3.0 th st st 5,000 10 47,928 45,409 Vanderbilt License Agreement In March 2023, the Company entered into a license agreement (“Vanderbilt License Agreement”) with the Vanderbilt University (“Vanderbilt”) which grants the Company an exclusive license for certain patents. Pursuant to Vanderbilt License Agreement, the Company is required to pay patent fees incurred by Vanderbilt prior to the effective date of the agreement of $ 18,917 5,556 0.25 2.0 2,328 1,909 Lease In December 2019, the Company entered into a lease agreement for its corporate and laboratory facility in Golden, Colorado. The lease is for a period of 61 months, with an option to extend, commencing in February 2020 and expiring in February 2025 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 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) Pursuant to the Lease Amendment, the Company must pay a total annual base rent of; (1) $115,823 for year one; (2) $119,310 for year two; (3) $122,893 for year three; (4) $126,580 for year four; (5) $130,377 for year five; (6) $135,163 for year six; (7) $139,218 for year seven; (8) $143,394 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. Other Contingencies Pursuant to ASC 450-20 – Loss Contingencies 87,440 85,640 40,000 47,440 45,640 Legal Action 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 87,000 The Settlement Payment is payable as follows: (a) $25,000 was due and paid upon the Effective Date of the Settlement Agreement; (b) $62,000 shall be payable in three equal monthly installments as follows: (i) $20,666.67 due and paid on before October 31, 2023; (ii) $20,666.67 due on or before November 30, 2023 (iii) $20,666.67 due on or before December 31, 2023. As of December 31, 2023 and September 30, 2023, the settlement amount of $62,000 was included in accounts payable on the accompanying balance sheets. On August 16, 2022, Erika Singleton filed a complaint against the Company in the Eighth Judicial District Court, Clark County, Nevada, Case No. A-22-857038-C. Plaintiff alleges that the Company did not provide her with physical stock certificates for 200,000 2,000 THERALINK TECHNOLOGIES, INC. CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS DECEMBER 31, 2023 (UNAUDITED) |
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER | 3 Months Ended |
Dec. 31, 2023 | |
Agreement And Plan Of Merger | |
AGREEMENT AND PLAN OF MERGER | NOTE 11 - AGREEMENT AND PLAN OF MERGER On May 23, 2023, the Company entered into an Agreement and Plan of Merger with IMAC Holdings, Inc., a Delaware corporation (Nasdaq: BACK) (“ IMAC Merger Sub At the effective time of the Merger , each share of the Company’s common stock and each share of preferred stock of Theralink issued and outstanding immediately prior to the effective Time will be converted into and will thereafter represent the right to receive a portion of a share of common stock of IMAC, par value $ 0.001 85% At the effective time of the merger, each award of the Company’s stock options , whether or not then vested or exercisable, that is outstanding immediately prior to the eEffective time, will be assumed by IMAC and converted into a stock option relating to a number of IMAC Shares equal to the product of: (i) the number of shares of Theralink Common Stock subject to such Theralink Stock Option; and (ii) ratio which results from dividing one share of Theralink Common Stock by the portion of a IMAC Share issuable for such share as finally determined at the Effective Time (the “Exchange Ratio”), at an exercise price per IMAC Share (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (A) the exercise price per share of Theralink Common Stock of such Theralink Stock Option by (B) the Exchange Ratio. Each of IMAC and Theralink has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any unsolicited alternative acquisition proposals. However, if such party receives an unsolicited, bona fide acquisition proposal that did not result from a material breach of the non-solicitation provisions of the Merger Agreement and IMAC’s or Theralink’s Board of Directors, or any committee thereof, as applicable, concludes, after consultation with its financial advisors and outside legal counsel, that such unsolicited, bona fide acquisition proposal constitutes, or could reasonably be expected to result in, a superior offer, such party may furnish non-public information regarding it or any of its subsidiaries and engage in discussions and negotiations with such third party in response to such unsolicited, bona fide acquisition proposal; provided The completion of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (i) adoption of the Merger Agreement by holders of a majority of the outstanding Theralink Shares, (ii) approval of the issuance of IMAC Shares in connection with the Merger by a majority of the outstanding IMAC Shares, (iii) absence of any court order or regulatory injunction prohibiting completion of the Merger, (iv) expiration or termination of (a) all waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act IMAC and Theralink have each made customary representations and warranties in the Merger Agreement. The Merger Agreement also contains customary covenants and agreements, including covenants and agreements relating to (i) the conduct of each of IMAC’s and Theralink’s business between the date of the signing of the Merger Agreement and the closing date of the Merger and (ii) the efforts of the parties to cause the Merger to be completed, including actions which may be necessary to cause the expiration or termination of any waiting periods under the HSR Act. Upon completion of the Merger, it is anticipated that the transaction with be accounted for as a reverse acquisition and recapitalization of the Company. The Company is expecting to close the merger transaction in early 2024. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS Related party advances Subsequent to December 31, 2023, two officers advanced an aggregate of $ 15,600 Subsequent to December 31, 2023, a director advanced $ 50,000 Subordinated promissory note payable On January 25, 2024, the Company entered into a subordinated promissory note agreement with an individual for $ 50,000 50,000 1,000,000 20 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of Company’s management, who is responsible for their integrity and objectivity. 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 December 31, 2023. 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 September 30, 2023 audited financial statements on Form 10-K filed on January 5, 2024. 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, 2024. |
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 a net loss and net cash used in operations of $ 19,046,638 962,793 112.8 57.1 57.5 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 and continue to try to grow its business. Although the Company has historically raised capital from sales of equity and the issuance of promissory notes convertible notes and convertible debentures, 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 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. THERALINK TECHNOLOGIES, INC. |
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 unaudited financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Management bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates during the three months ended December 31, 2023 and 2022 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, the fair value of derivative liabilities, and the fair value of non-cash equity transactions. |
Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements FASB ASC 820 – Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on December 31, 2023. Accordingly, the estimates presented in these unaudited 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. The carrying amounts reported in the unaudited balance sheets for cash, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued liabilities, contract liabilities, and accrued compensation approximate their fair market value based on the short-term maturity of these instruments. Assets or liabilities measured at fair value on a recurring basis included embedded conversion options in convertible debt (See Note 6) and were as follows on December 31, 2023 and September 30, 2023. SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS December 31, 2023 September 30, 2023 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 29,371,380 $ — $ — $ 16,426,304 A roll forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS 2023 2022 For the Three Months Ended December 31, 2023 2022 Balance at beginning of period $ 16,426,304 $ - Initial valuation of derivative liabilities included in debt discount - 16,069,178 Initial valuation of derivative liabilities included in derivative expense - 25,891,917 Change in fair value included in derivative expense, net 12,945,076 505,158 Balance at end of period $ 29,371,380 $ 42,466,252 ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding equity instruments. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. As of December 31, 2023, the Company had no The Company deposits its cash with major financial institutions and may at times exceed the federally insured limit. On December 31, 2023, the Company’s cash balance did not exceed the federal deposit insurance limit of $ 250,000 250,000 747,601 THERALINK TECHNOLOGIES, INC. |
Prepaid Assets | Prepaid Assets Prepaid assets are carried at amortized cost. Prepaid assets as of December 31, 2023 and September 30, 2023 include, but are not necessarily limited to, prepaid insurance, prepaid consulting fees, prepaid equipment maintenance fees and retainers for professional services. |
Research and Development Expenses | Research and Development Expenses Research and development expenses are recognized as general and administrative expense as incurred including the purchase of 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 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 ASC 718 – “Compensation –Stock Compensation Improvements to Employee Share-Based Payment |
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 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 under non-cancellable contracts, 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. During the three months ended December 31, 2023 and 2022, revenues by category are as follows: SCHEDULE OF REVENUES BY CATEGORY Three Months Ended Three Months Ended Biopharma services $ 14,970 $ 39,795 Patient testing service 68,979 15,500 Total revenues $ 83,949 $ 55,295 |
Contract Liabilities – Deferred Revenue | Contract Liabilities – Deferred Revenue 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. For the three months ended December 31, 2023 and 2022, contract liabilities activity is as follows: SCHEDULE OF CONTRACT LIABILITIES Three Months Ended Three Months Ended Contract liabilities - beginning of period $ 144,890 $ 156,550 Billings and cash receipts on uncompleted contracts - 24,000 Less: revenues recognized during the period (3,600 ) (3,500 ) Contract liabilities – end of period $ 141,290 $ 177,050 THERALINK TECHNOLOGIES, INC. During the three months ended December 31, 2023, the Company recognized $ 3,600 3,600 |
Cost of Revenues | Cost of Revenues The cost of revenue includes 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. The Company recognizes an allowance for losses on accounts receivable and other receivables in an amount equal to the estimated probable losses net of recoveries under the current expected credit loss method. The allowance is based on an analysis of historical bad debt experience, current receivables aging, and expected future write-offs, as well as an assessment of specific identifiable customer accounts or other accounts considered at risk or uncollectible. The bad debt expense associated with the allowance for doubtful accounts related to accounts receivable and other receivables is recognized in general and administrative expenses. |
Research and Development - Contract | Research and Development - Contract The Company executed an investigator-initiated study agreement in 2022. The contract agreement expires on December 31, 2027, and may be canceled by either party upon 30-days written notice. As part of the agreement, the Company is required to make quarterly payments to the investigator for the rights/access to various retrospective biobank clinical samples for research and product development purposes. In addition, the Company received active patient clinical samples for various cancer indications including: ovarian, endometrial, and head & neck cancers. These samples were tested to provide RUO (Research Use Only) results reports for research and product validation efforts. For the three months ended December 31, 2023 and 2022, the Company did no |
Derivative Liabilities | Derivative Liabilities The Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 - Derivative and Hedging - Contract in Entity’s Own Equity |
Concentrations | Concentrations Concentration of Revenues For the three months ended December 31, 2023, the Company generated total revenue of $ 83,949 13.5 55,295 72 Concentration of Accounts Receivable As of December 31, 2023, the Company had net accounts receivable of $ 45,780 57.9 42.1 23,910 63 37 Concentration of Contract Liabilities As of December 31, 2023, the Company had deferred revenue reflected as contract liabilities of $ 141,290 100 144,890 100 |
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, conversion of preferred stock, and common stock issuable. These common stock equivalents may be dilutive in the future. The following potentially dilutive equity securities outstanding as of December 31, 2023 and 2022 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 2023 2022 December 31, 2023 2022 Stock warrants 7,244,334,819 6,862,673,594 Stock options 1,660,670,920 1,901,410,519 Series C-1 preferred stock 21,167,535 212,431 Convertible notes 24,440,123,504 8,765,180,181 Total antidilutive securities excluded from computation of earnings 33,366,296,778 17,529,476,725 THERALINK TECHNOLOGIES, INC. |
Income Taxes | Income Taxes The Company accounts for income tax using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes no no |
Related Parties | Related Parties Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Leases | Leases The Company accounts for its leases using the method prescribed by ASC 842 – Lease Accounting Operating and financing lease ROU assets represents the right to use the leased asset for the lease term. Operating and financing lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included in general and administrative expenses in the statements of operations. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements On October 1, 2022, the Company adopted ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (ASC 326). The standard replaces the current incurred loss impairment model that recognizes losses when a probable threshold is met with a requirement to recognize lifetime expected credit losses immediately when a financial asset is originated or purchased. Further, the FASB issued ASU 2019-04 and ASU 2019-05 to provide additional guidance on the credit losses standard. While the adoption of ASC 326 could result in a higher allowance recorded in the future for credit losses on receivables within the scope of the standard due to the prescribed measurement principles, the impact of the adoption on the Company’s financial statements was not material. Management does not believe that any 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) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS | Assets or liabilities measured at fair value on a recurring basis included embedded conversion options in convertible debt (See Note 6) and were as follows on December 31, 2023 and September 30, 2023. SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS December 31, 2023 September 30, 2023 Description Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Derivative liabilities $ — $ — $ 29,371,380 $ — $ — $ 16,426,304 |
SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS | A roll forward of the level 3 valuation financial instruments is as follows: SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS 2023 2022 For the Three Months Ended December 31, 2023 2022 Balance at beginning of period $ 16,426,304 $ - Initial valuation of derivative liabilities included in debt discount - 16,069,178 Initial valuation of derivative liabilities included in derivative expense - 25,891,917 Change in fair value included in derivative expense, net 12,945,076 505,158 Balance at end of period $ 29,371,380 $ 42,466,252 |
SCHEDULE OF REVENUES BY CATEGORY | SCHEDULE OF REVENUES BY CATEGORY Three Months Ended Three Months Ended Biopharma services $ 14,970 $ 39,795 Patient testing service 68,979 15,500 Total revenues $ 83,949 $ 55,295 |
SCHEDULE OF CONTRACT LIABILITIES | For the three months ended December 31, 2023 and 2022, contract liabilities activity is as follows: SCHEDULE OF CONTRACT LIABILITIES Three Months Ended Three Months Ended Contract liabilities - beginning of period $ 144,890 $ 156,550 Billings and cash receipts on uncompleted contracts - 24,000 Less: revenues recognized during the period (3,600 ) (3,500 ) Contract liabilities – end of period $ 141,290 $ 177,050 |
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING | SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING 2023 2022 December 31, 2023 2022 Stock warrants 7,244,334,819 6,862,673,594 Stock options 1,660,670,920 1,901,410,519 Series C-1 preferred stock 21,167,535 212,431 Convertible notes 24,440,123,504 8,765,180,181 Total antidilutive securities excluded from computation of earnings 33,366,296,778 17,529,476,725 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
SCHEDULE OF ACCOUNTS RECEIVABLE | On December 31, 2023 and September 30, 2023, accounts receivable consisted of the following: SCHEDULE OF ACCOUNTS RECEIVABLE December 31, 2023 September 30, 2023 Accounts receivable $ 89,530 $ 46,660 Less: allowance for doubtful accounts (43,750 ) (22,750 ) Accounts receivable, net $ 45,780 $ 23,910 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | SCHEDULE OF PROPERTY AND EQUIPMENT Estimated Useful Life in Years December 31, 2023 September 30, 2023 Laboratory equipment 5 $ 513,788 $ 513,788 Furniture 5 24,567 24,567 Leasehold improvements 5 353,826 353,826 Computer equipment 3 76,469 76,469 Property and equipment gross 968,650 968,650 Less: accumulated depreciation (558,845 ) (520,135 ) Property and equipment, net $ 409,805 $ 448,515 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF CONVERTIBLE NOTES PAYABLE | On December 31, 2023 and September 30, 2023, convertible notes payable (third parties and related parties) consisted of the following: SCHEDULE OF CONVERTIBLE NOTES PAYABLE December 31, 2023 September 30, 2023 Principal amount $ 9,480,024 $ 8,986,605 Less: debt discount - (1,498,388 ) Convertible notes payable, net 9,480,024 7,488,217 Less: current portion of convertible notes payable (9,480,024 ) (7,488,217 ) Convertible notes payable, net – long-term $ - $ - Principal amount – related parties $ 11,942,653 $ 11,440,792 Less: debt discount – related parties - (1,509,975 ) Convertible notes payable – related parties, net 11,942,653 9,930,817 Less: current portion convertible notes payable - related parties (11,942,653 ) (9,930,817 ) Convertible notes payable – related parties, net – long-term $ - $ - Total convertible notes payable, net $ 21,422,677 $ 17,419,034 |
SCHEDULE OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS | During the three months ended December 31, 2023 and 2022, the fair value of the embedded options and stock warrants were estimated at issuance using the Binomial Valuation Model with the following assumptions: SCHEDULE OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS Three Months Ended December 31, 2023 Three Months Ended December 31, 2022 Dividend rate — % — % Term (in years) 0.25 5.4 1.0 6.5 Volatility 240.47 364.72 % 270.0 364.2 % Risk—free interest rate 3.84 5.40 % 3.92 4.78 % |
SCHEDULE OF NOTES PAYABLE - RELATED PARTIES | On December 31, 2023 and September 30, 2023, notes payable - related parties consisted of the following: SCHEDULE OF NOTES PAYABLE - RELATED PARTIES December 31, 2023 September 30, 2023 Principal amount $ 1,172,466 $ 1,172,466 Less: debt discount (14,294 ) (23,024 ) Notes payable – related parties, net 1,158,172 1,149,442 Less: current portion of notes payable - related parties (1,158,172 ) (1,149,442 ) Notes payable – related parties, net – long-term $ - $ - |
LEASE LIABILITIES (Tables)
LEASE LIABILITIES (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Lease Liabilities | |
SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS | Financing lease right-of-use assets (“Financing ROU”) is summarized below: SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS December 31, 2023 September 30, Financing ROU assets $ 231,841 $ 231,841 Less accumulated amortization (220,459 ) (212,853 ) Balance of Financing ROU assets $ 11,382 $ 18,988 |
SCHEDULE OF FINANCING LEASE LIABILITY RELATED TO FINANCING RIGHT-OF-USE ASSETS | Financing lease liability related to the Financing ROU assets is summarized below: SCHEDULE OF FINANCING LEASE LIABILITY RELATED TO FINANCING RIGHT-OF-USE ASSETS December 31, 2023 September 30, Financing lease payables for equipment $ 231,841 $ 231,841 Total financing lease payables 231,841 231,841 Payments of financing lease liabilities (208,372 ) (197,451 ) Total 23,469 34,390 Less: short term portion (23,469 ) (30,262 ) Long term portion $ - $ 4,128 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCING LEASE | Future minimum lease payments under the financing lease agreements on December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCING LEASE Year ending December 31, Amount 2024 $ 23,677 Total minimum financing lease payments 23,677 Less: discount to fair value (208 ) Total financing lease payable on December 31, 2023 $ 23,469 |
SCHEDULE OF OPERATING RIGHT-OF-USE ASSETS | Operating Right-of-use asset (“ROU”) is summarized below: SCHEDULE OF OPERATING RIGHT-OF-USE ASSETS December 31, 2023 September 30, 2023 Operating office lease $ 1,212,708 $ 1,212,708 Less accumulated reduction (121,324 ) (108,362 ) Balance of Operating ROU asset $ 1,091,384 $ 1,104,346 |
SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO RIGHT-OF-USE ASSETS | Operating lease liability related to the ROU asset is summarized below: SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO RIGHT-OF-USE ASSETS December 31, 2023 September 30, Operating office lease $ 1,212,708 $ 1,212,708 Total operating lease liability 1,212,708 1,212,708 Reduction of operating lease liability (62,284 ) (54,947 ) Total 1,150,424 1,157,761 Less: short term portion (32,939 ) (31,388 ) Long term portion $ 1,117,485 $ 1,126,373 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE | Future base lease payments under the non-cancellable operating lease on December 31, 2023 are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE Year ending December 31, Amount 2024 $ 123,806 2025 127,520 2026 131,871 2027 136,177 2028 140,262 2029 and thereafter 1,238,901 Total minimum non-cancellable operating lease payments 1,898,537 Less: discount to fair value (748,113 ) Total operating lease liability on December 31, 2023 $ 1,150,424 |
RELATED-PARTY TRANSACTIONS (Tab
RELATED-PARTY TRANSACTIONS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
SCHEDULE OF RELATED PARTIES TRANSACTION | SCHEDULE OF RELATED PARTIES TRANSACTION December 31, 2023 September 30, 2023 Convertible notes principal – related parties $ 11,942,653 $ 11,440,792 Discount on convertible notes - related parties - (1,509,975 ) Note payable principal – related parties 1,172,466 1,172,466 Discount on notes - related parties (14,294 ) (23,024 ) Accrued liabilities - related parties 2,142,464 1,886,051 Accounts payable – related parties 44,282 10,000 Total $ 15,287,571 $ 12,976,310 |
STOCKHOLDERS_ DEFICIT (Tables)
STOCKHOLDERS’ DEFICIT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | Stock option activities for the years ended September 30, 2023 and 2022 are summarized as follows: SCHEDULE OF STOCK OPTION ACTIVITY Number of Options Weighted Average Balance Outstanding September 30, 2023 1,664,270,920 0.0036 Granted - - Forfeited/Expired (3,600,000 ) 0.0036 Balance Outstanding December 31, 2023 1,660,670,920 0.0036 Exercisable, December 31, 2023 (a) 1,580,574,866 0.0036 The following table summarizes additional information on the Company’s stock options outstanding on December 31, 2023: Options Outstanding Options Exercisable (a) Exercise Price Number Outstanding Weighted Average Remaining Contractual Term (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price 0.0036 1,660,670,920 8.63 0.0036 1,580,574,866 0.0036 (a) All vested options are only exercisable upon the company filing an S-8 to register the underlying shares. |
SCHEDULE OF WARRANTS | Warrants activities for the three months ended December 31, 2023 are summarized as follows: SCHEDULE OF WARRANTS Weighted Weighted Average Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Warrants Price (Years) Value Balance Outstanding on September 30, 2023 7,244,334,819 $ 0.0011 4.78 $ 1,665,567 Granted - - - Balance Outstanding on December 31, 2023 7,244,334,819 $ 0.0013 4.53 $ 4,878,880 Exercisable on December 31, 2023 7,044,334,819 $ 0.0012 4.61 $ 4,878,880 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - $ / shares | May 23, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jul. 01, 2022 |
Common stock, par value | $ 0.001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
IMAC Holdings, Inc. [Member] | ||||
Common stock, par value | $ 0.001 | |||
Percentage of shares outstanding | 85% |
SCHEDULE OF FAIR VALUE MEASURED
SCHEDULE OF FAIR VALUE MEASURED ON RECURRING BASIS (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||||
Derivative liabilities | $ 29,371,380 | $ 16,426,304 | ||
Fair Value, Inputs, Level 1 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Derivative liabilities | ||||
Fair Value, Inputs, Level 2 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Derivative liabilities | ||||
Fair Value, Inputs, Level 3 [Member] | ||||
Platform Operator, Crypto-Asset [Line Items] | ||||
Derivative liabilities | $ 29,371,380 | $ 16,426,304 | $ 42,466,252 |
SCHEDULE OF VALUATION ON DERIVA
SCHEDULE OF VALUATION ON DERIVATIVE INSTRUMENTS (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Platform Operator, Crypto-Asset [Line Items] | ||
Balance at beginning of period | $ 16,426,304 | |
Change in fair value included in derivative expense, net | (12,945,076) | $ (26,397,075) |
Balance at end of period | 29,371,380 | |
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Balance at beginning of period | 16,426,304 | |
Initial valuation of derivative liabilities included in debt discount | 16,069,178 | |
Initial valuation of derivative liabilities included in derivative expense | 25,891,917 | |
Change in fair value included in derivative expense, net | 12,945,076 | 505,158 |
Balance at end of period | $ 29,371,380 | $ 42,466,252 |
SCHEDULE OF REVENUES BY CATEGOR
SCHEDULE OF REVENUES BY CATEGORY (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Total revenues | $ 83,949 | $ 55,295 |
Biopharma Services [Member] | ||
Product Information [Line Items] | ||
Total revenues | 14,970 | 39,795 |
Patient Testing Service [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 68,979 | $ 15,500 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Contract liabilities - beginning of period | $ 144,890 | $ 156,550 |
Billings and cash receipts on uncompleted contracts | 24,000 | |
Less: revenues recognized during the period | (3,600) | (3,500) |
Contract liabilities – end of period | $ 141,290 | $ 177,050 |
SCHEDULE OF ANTI-DILUTIVE SHARE
SCHEDULE OF ANTI-DILUTIVE SHARES OUTSTANDING (Details) - shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 33,366,296,778 | 17,529,476,725 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 7,244,334,819 | 6,862,673,594 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 1,660,670,920 | 1,901,410,519 |
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 | 21,167,535 | 212,431 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total antidilutive securities excluded from computation of earnings | 24,440,123,504 | 8,765,180,181 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Net loss | $ 19,046,638 | $ 36,456,347 | ||
Net cash used in operating activities | 962,793 | 1,776,349 | ||
Accumulated deficit | 112,801,412 | $ 93,754,774 | ||
Stockholder's equity | 57,117,989 | 44,302,919 | 38,115,561 | $ 6,801,055 |
Working capital deficit | 57,500,000 | |||
Cash | 0 | |||
Cash FDIC insured amount limit | 250,000 | 250,000 | ||
Cash FDIC insured amount | 747,601 | |||
Revenue recognized | 3,600 | 3,500 | ||
Revenue | 3,600 | |||
Research and development | 0 | 0 | ||
Revenue | 83,949 | $ 55,295 | ||
Accounts receivable | 45,780 | 23,910 | ||
Deferred revenue | 141,290 | 144,890 | ||
Uncertain tax positions | 0 | 0 | ||
Income tax, interest and penalties | $ 0 | $ 0 | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 13.50% | 72% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 57.90% | 63% | ||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Customer [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 42.10% | 37% | ||
Customer Concentration Risk [Member] | Deferred Revenue [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | ||
Minimum [Member] | ||||
Product Information [Line Items] | ||||
Property and equipment, estimated useful lives | 3 years | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
Property and equipment, estimated useful lives | 5 years |
MARKETABLE SECURITIES (Details
MARKETABLE SECURITIES (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2017 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Marketable securities, unrealized gain (loss) | $ 300 | $ 2,000 | ||
Marketable securities | $ 500 | $ 800 | ||
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 ACCOUNTS RECEIVABLE
SCHEDULE OF ACCOUNTS RECEIVABLE (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 89,530 | $ 46,660 |
Less: allowance for doubtful accounts | (43,750) | (22,750) |
Accounts receivable, net | $ 45,780 | $ 23,910 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Bad debt expense | $ 31,500 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Property, Plant and Equipment [Line Items] | ||
Laboratory equipment | $ 513,788 | $ 513,788 |
Furniture | 24,567 | 24,567 |
Leasehold improvements | 353,826 | 353,826 |
Computer equipment | 76,469 | 76,469 |
Property and equipment gross | 968,650 | 968,650 |
Less: accumulated depreciation | (558,845) | (520,135) |
Property and equipment, net | $ 409,805 | $ 448,515 |
Laboratory Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life in years | 5 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life in years | 5 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life in years | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated useful life in years | 3 years |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 38,710 | $ 38,887 |
SCHEDULE OF CONVERTIBLE NOTES P
SCHEDULE OF CONVERTIBLE NOTES PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 | Oct. 22, 2022 |
Debt Disclosure [Abstract] | |||
Principal amount | $ 9,480,024 | $ 8,986,605 | |
Less: debt discount | (1,498,388) | ||
Convertible notes payable, net | 9,480,024 | 7,488,217 | $ 200,000 |
Less: current portion of convertible notes payable | (9,480,024) | (7,488,217) | |
Convertible notes payable, net – long-term | |||
Principal amount – related parties | 11,942,653 | 11,440,792 | |
Less: debt discount – related parties | (1,509,975) | ||
Convertible notes payable – related parties, net | 11,942,653 | 9,930,817 | |
Less: current portion convertible notes payable - related parties | (11,942,653) | (9,930,817) | |
Convertible notes payable – related parties, net – long-term | |||
Total convertible notes payable, net | $ 21,422,677 | $ 17,419,034 |
SCHEDULE OF FAIR VALUE OF EMBED
SCHEDULE OF FAIR VALUE OF EMBEDDED OPTION AND STOCK WARRANTS (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Term (in years). maximum | 3 months | 1 year |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Term (in years). maximum | 5 years 4 months 24 days | 6 years 6 months |
Measurement Input, Expected Dividend Rate [Member] | ||
Debt Instrument [Line Items] | ||
Risk free interest rate maximum | 0 | 0 |
Measurement Input, Option Volatility [Member] | Minimum Smallest [Member] | ||
Debt Instrument [Line Items] | ||
Risk free interest rate maximum | 240.47 | 270 |
Measurement Input, Option Volatility [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Risk free interest rate maximum | 364.72 | 364.2 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Risk free interest rate maximum | 3.84 | 3.92 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Risk free interest rate maximum | 5.40 | 4.78 |
SCHEDULE OF NOTES PAYABLE - REL
SCHEDULE OF NOTES PAYABLE - RELATED PARTIES (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Defined Benefit Plan Disclosure [Line Items] | ||
Less: debt discount | $ (1,498,388) | |
Notes payable – related parties, net | 40,000 | 40,000 |
Related Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Principal amount | 1,172,466 | 1,172,466 |
Less: debt discount | (14,294) | (23,024) |
Notes payable – related parties, net | 1,158,172 | 1,149,442 |
Less: current portion of notes payable - related parties | (1,158,172) | (1,149,442) |
Nonrelated Party [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Less: current portion of notes payable - related parties | (1,000) | (1,000) |
Notes payable – related parties, net – long-term |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||||||
Aug. 28, 2023 | Aug. 18, 2023 | Aug. 16, 2023 | Jul. 28, 2023 | Apr. 28, 2023 | Apr. 22, 2023 | Apr. 11, 2023 | Jan. 27, 2023 | Nov. 29, 2022 | Nov. 27, 2022 | Oct. 22, 2022 | Jul. 29, 2022 | Jul. 02, 2022 | Jun. 15, 2022 | May 09, 2022 | May 05, 2022 | Mar. 24, 2022 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 27, 2022 | Jan. 26, 2022 | Nov. 01, 2021 | May 12, 2021 | May 05, 2021 | Apr. 26, 2021 | Apr. 26, 2021 | Aug. 31, 2023 | Jul. 31, 2023 | May 31, 2023 | Apr. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Nov. 01, 2022 | Sep. 30, 2022 | Sep. 02, 2022 | Aug. 11, 2022 | Apr. 05, 2022 | Jul. 30, 2021 | Sep. 15, 2020 | Sep. 30, 2017 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 16,393,443 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 9,480,024 | $ 8,986,605 | |||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 2,118,088 | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal amount | 21,422,677 | 17,419,034 | |||||||||||||||||||||||||||||||||||||||
Debt discount | 1,498,388 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 47,440 | 45,640 | |||||||||||||||||||||||||||||||||||||||
Dividends payable | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Long term debt and lease obligations | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt | (5,434,447) | ||||||||||||||||||||||||||||||||||||||||
Interest payable | $ 200,000 | 9,480,024 | 7,488,217 | ||||||||||||||||||||||||||||||||||||||
Settlement expense | $ 200,000 | 200,000 | |||||||||||||||||||||||||||||||||||||||
Agreement description | Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Second Offering, and (ii) issue to Gunnar additional PA Warrants on the terms identical to the Warrants sold in the Second Offering in an amount equal to 10% of the New Debentures sold to Second Closing Purchasers | ||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 29,371,380 | 16,426,304 | |||||||||||||||||||||||||||||||||||||||
Derivative expense | (12,945,076) | (26,397,075) | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 3,008,363 | 1,602,646 | |||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 3,017,093 | 1,602,646 | |||||||||||||||||||||||||||||||||||||||
New Related Party Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 44,314,286 | 157,142,857 | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 141,000 | $ 831,922 | $ 8,837,284 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 29, 2023 | Feb. 29, 2024 | |||||||||||||||||||||||||||||||||||||||
Debt outstanding description | Notwithstanding the preceding, holders of New Related Party Debentures and April 2023 Related Party Debenture shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal amount | $ 550,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant coverage percentage | 100% | 100% | |||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 141,000 | $ 412,092 | |||||||||||||||||||||||||||||||||||||||
Debt discount | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Commission payable | 58,200 | ||||||||||||||||||||||||||||||||||||||||
Offering costs | $ 29,708 | ||||||||||||||||||||||||||||||||||||||||
Increase in interest rate | 5% | ||||||||||||||||||||||||||||||||||||||||
Increase in interest aggregate amount | $ 501,861 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 70% | ||||||||||||||||||||||||||||||||||||||||
Debt default percent | 50% | ||||||||||||||||||||||||||||||||||||||||
Proceeds form common stock | $ 5,000,000 | ||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | $ 13,149,369 | ||||||||||||||||||||||||||||||||||||||||
New Related Party Debentures [Member] | Convertible Debt Securities [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Offering price percent | 70% | ||||||||||||||||||||||||||||||||||||||||
New Related Party Debenture [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | 155,100 | ||||||||||||||||||||||||||||||||||||||||
New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 7,231,894 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 29, 2023 | ||||||||||||||||||||||||||||||||||||||||
Debt outstanding description | Notwithstanding the preceding, holders of New Debentures shall have the right to require satisfaction of up to 40% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. Investors that are exchanging securityholders shall have the right to require satisfaction of up to 10% of all amounts outstanding under the Debentures, in cash, at the time of a Qualified Financing. The New Debentures also contain certain price protection provisions providing for adjustment of the number of shares of Common Stock issuable upon conversion of the New Debentures in case of certain future dilutive events or stock-splits and dividends | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 14,100 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 70% | ||||||||||||||||||||||||||||||||||||||||
Debt default percent | 50% | ||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 1,360,566 | $ 12,742,548 | |||||||||||||||||||||||||||||||||||||||
Derivative expense | 185,630 | $ 12,945,076 | 26,397,075 | ||||||||||||||||||||||||||||||||||||||
Derivative expense | 505,158 | ||||||||||||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 63,897,764 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Dividends payable | $ 33,315 | ||||||||||||||||||||||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||||||||||||||
Gunnar [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Commission payable | 95,000 | 95,000 | |||||||||||||||||||||||||||||||||||||||
Legal fees payable | 7,500 | 7,500 | |||||||||||||||||||||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Derivative liabilities | 326,630 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | New Related Party Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Derivative instruments liabilities | $ 141,000 | $ 2,192,488 | 21,986,653 | ||||||||||||||||||||||||||||||||||||||
Warrant [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Derivative instruments liabilities | $ 19,974,442 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Private Placement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 16,000,000 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Shares price | 0.003 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | 0.00366 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.00476 | ||||||||||||||||||||||||||||||||||||||||
Warrant [Member] | Convertible Debt [Member] | Series F Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 63,897,764 | ||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,564,937 | ||||||||||||||||||||||||||||||||||||||||
Interest payable | 15% | ||||||||||||||||||||||||||||||||||||||||
Dividends payable | $ 464,992 | ||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt,amount | 464,992 | ||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt | 1,768,379 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | New Related Party Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | 4,860,255 | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal amount | 589,505 | ||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 14,100 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,860,974 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series F Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 500 | ||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Dividends payable | $ 33,315 | ||||||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Series E Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 1,000 | ||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Dividends payable | $ 66,630 | ||||||||||||||||||||||||||||||||||||||||
Demand Promissory Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 375,000 | ||||||||||||||||||||||||||||||||||||||||
Demand Promissory Note Agreement [Member] | Jeffrey Busch [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 125,000 | ||||||||||||||||||||||||||||||||||||||||
Second Demand Promissory Note Agreement One [Member] | Jeffrey Busch [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt instrument, face amount | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||
Demand Promissory Note Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 120,000 | $ 350,000 | |||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued | 2,608,654,988 | ||||||||||||||||||||||||||||||||||||||||
Warrant reason for issuing, descriptions | The New Related Party Warrants and April 2023 Related Party Warrant are exercisable for five years and six months from the earlier of the maturity date of the New Related Party Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the New Related Party Warrant and April 2023 Related Party Warrant, the price per share at which the Qualified Offering is made (“Qualified Offering Price”), or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the New Related Party Warrants and April 2023 Related Party Warrant within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreements [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued | 2,567,601,521 | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreements [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 385,441,138 | ||||||||||||||||||||||||||||||||||||||||
Warrant reason for issuing, descriptions | (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. | ||||||||||||||||||||||||||||||||||||||||
Demand Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 669,992 | $ 1,046,167 | |||||||||||||||||||||||||||||||||||||||
Demand Promissory Notes [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 427,256 | ||||||||||||||||||||||||||||||||||||||||
IMAC Convertible Secured Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,560,500 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 6% | 10% | |||||||||||||||||||||||||||||||||||||||
Maturity date | Aug. 16, 2024 | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal amount | $ 2,310,500 | 2,310,500 | |||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.00313 | ||||||||||||||||||||||||||||||||||||||||
Repayments of convertible notes | $ 250,000 | ||||||||||||||||||||||||||||||||||||||||
IMAC Convertible Secured Note [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
IMAC Convertible Secured Note [Member] | Common Stock [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.00313 | ||||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 34,563 | 0 | |||||||||||||||||||||||||||||||||||||||
Share Exchange Agreement [Member] | Warrant [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 566,406,072 | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 3,275,631 | ||||||||||||||||||||||||||||||||||||||||
Interest payable | 15% | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 801,428,569 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||||||||||||||||
Warrant coverage percentage | 100% | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 2,095,288 | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 255,000 | ||||||||||||||||||||||||||||||||||||||||
Commission payable | 296,800 | ||||||||||||||||||||||||||||||||||||||||
Offering costs | $ 157,912 | ||||||||||||||||||||||||||||||||||||||||
Interest payable | 15% | ||||||||||||||||||||||||||||||||||||||||
Dividends payable | $ 242,736 | ||||||||||||||||||||||||||||||||||||||||
Warrant reason for issuing, descriptions | The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% | ||||||||||||||||||||||||||||||||||||||||
Extinguishment of debt | 1,949,909 | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Series C-1 Preferred Stock [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 902 | ||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | $ 372,303 | ||||||||||||||||||||||||||||||||||||||||
Securities Exchange Agreement [Member] | Series C-2 Preferred Stock [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 3,037 | ||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | $ 1,245,935 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 38,775,510 | ||||||||||||||||||||||||||||||||||||||||
Warrant coverage percentage | 100% | ||||||||||||||||||||||||||||||||||||||||
Gross proceeds | $ 950,000 | ||||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 1,045,000 | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 298,571,429 | ||||||||||||||||||||||||||||||||||||||||
Warrant reason for issuing, descriptions | The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. | ||||||||||||||||||||||||||||||||||||||||
Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 298,571,429 | ||||||||||||||||||||||||||||||||||||||||
Placement Agency Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 124,489,795 | ||||||||||||||||||||||||||||||||||||||||
Agreement description | In connection with the Initial Closing of the private placement, the Company and Joseph Gunnar & Co. LLC, a U.S. registered broker-dealer (“Gunnar”), entered into a placement agency agreement (the “Placement Agency Agreement”), pursuant to which Gunnar agreed to act as the placement agent for the Offering (the “Placement Agent”). Pursuant to the terms of the Placement Agency Agreement, the Company agreed to (i) pay Gunnar a cash placement fee of 10% of the gross cash proceeds raised in the Offering, and (ii) issue to Gunnar warrants (the “PA Warrants”) on the terms identical to the Warrants sold in the Offering in an amount equal to 10% of the Underlying Securities sold to investors | ||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 28, 2024 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Debt discount | 10,000 | ||||||||||||||||||||||||||||||||||||||||
Amount of repaid notes | $ 108,000 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | May and June 2024 | May and June 2024 | |||||||||||||||||||||||||||||||||||||||
Subsequent Offering [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Securities balance | 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt discount | $ 34,285 | $ 34,285 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | 25,101 | 15,366 | |||||||||||||||||||||||||||||||||||||||
Proceeds form common stock | 487,681 | 487,681 | |||||||||||||||||||||||||||||||||||||||
Outstanding principal | $ 521,966 | $ 521,966 | |||||||||||||||||||||||||||||||||||||||
Amount of repaid notes | $ 114,000 | ||||||||||||||||||||||||||||||||||||||||
Outstanding debt | 380,966 | 380,966 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||||||||||||||||
IMAC Holdings Inc Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 439,500 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 439,500 | ||||||||||||||||||||||||||||||||||||||||
Promissory Note Agreement IMAC Holdings Inc [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued interest | 11,345 | 4,696 | |||||||||||||||||||||||||||||||||||||||
Outstanding principal | 439,500 | ||||||||||||||||||||||||||||||||||||||||
IMAC Holdings Inc Convertible Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Amortization of debt discount | 8,730 | 0 | |||||||||||||||||||||||||||||||||||||||
Convertible Note [Member] | Demand Promissory Note Agreement One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||||||||||||||
Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 42,016,808 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||||||||||||||||||
Aggregate investment amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Warrants to purchase price | 20% | ||||||||||||||||||||||||||||||||||||||||
Demand Promissory Notes [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 4,150,000 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% | 10% | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 120,750 | ||||||||||||||||||||||||||||||||||||||||
Interest payable | 15% | ||||||||||||||||||||||||||||||||||||||||
Exchanged Convertible Notes [Member] | Securities Exchange Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,675,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 173,375 | ||||||||||||||||||||||||||||||||||||||||
Notes [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 493,418 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 5% | ||||||||||||||||||||||||||||||||||||||||
Related party debenture and new debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Derivative instruments liabilities | $ 2,192,488 | ||||||||||||||||||||||||||||||||||||||||
Related party debenture and new debentures [Member] | Exchange Agreements [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt discount | 41,961,095 | $ 3,718,288 | |||||||||||||||||||||||||||||||||||||||
Extinguishment of debt,amount | $ 1,724,489 | ||||||||||||||||||||||||||||||||||||||||
Related Party Debentures And New Debentures And Related Warrants [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | 5,355,521,814 | ||||||||||||||||||||||||||||||||||||||||
Aggregate warrants issued | $ 5,355,521,814 | ||||||||||||||||||||||||||||||||||||||||
Notes Payable [Member] | Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | 1,000 | 1,000 | $ 1,000 | ||||||||||||||||||||||||||||||||||||||
Interest rate | 33.30% | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 2,105 | 2,021 | |||||||||||||||||||||||||||||||||||||||
Investors [Member] | Securities Exchange Agreements [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrant reason for issuing, descriptions | (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. | ||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Interest rate | 8% | ||||||||||||||||||||||||||||||||||||||||
Maturity date | May 12, 2026 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 63,897,764 | ||||||||||||||||||||||||||||||||||||||||
Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement June 2022 [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||||||||||||||||||
Conversion price | $ 0.00476 | ||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 425,000 | ||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | Warrant One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 17,857,144 | 4,201,681 | |||||||||||||||||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement June 2022 [Member] | Warrant One [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 2,100,840 | ||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 54,644,811 | ||||||||||||||||||||||||||||||||||||||||
Aggregate investment amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Investor [Member] | Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 425,000 | ||||||||||||||||||||||||||||||||||||||||
First Investors [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 38,775,510 | ||||||||||||||||||||||||||||||||||||||||
First Investors [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 136,612,022 | ||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
First Investors [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 218,579,234 | ||||||||||||||||||||||||||||||||||||||||
Fair value | $ 34,620 | ||||||||||||||||||||||||||||||||||||||||
First Investors [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt outstanding description | 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 cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the First November 2021 Notes | ||||||||||||||||||||||||||||||||||||||||
Second Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 136,612,022 | 136,612,022 | |||||||||||||||||||||||||||||||||||||||
Principal amount | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Maturity date | Nov. 01, 2026 | ||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | $ 500,000 | |||||||||||||||||||||||||||||||||||||||
Second Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 109,289,616 | 27,322,406 | |||||||||||||||||||||||||||||||||||||||
Fair value | $ 22,429 | ||||||||||||||||||||||||||||||||||||||||
Second Investor [Member] | Securities Purchase Agreement Second November Two Thousand Twenty One [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Aggregate investment amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Second Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt outstanding description | the Company modified the terms of the Second 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 Second November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Second November 2021 Notes | ||||||||||||||||||||||||||||||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from convertible debt | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Third Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 109,289,616 | 27,322,406 | |||||||||||||||||||||||||||||||||||||||
Aggregate investment amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Fair value | $ 22,429 | ||||||||||||||||||||||||||||||||||||||||
Third Investor [Member] | Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt outstanding description | 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% to 100% of the common stock issuable upon conversion of the notes purchased. As a result, the Third November 2021 Investor received additional cashless-exercisable warrants equal to 80% of the common stock issuable upon conversion of the Third November 2021 Notes | ||||||||||||||||||||||||||||||||||||||||
July Investor [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 2,100,840 | ||||||||||||||||||||||||||||||||||||||||
Maturity date | Apr. 01, 2027 | ||||||||||||||||||||||||||||||||||||||||
July Investor [Member] | Securities Purchase Agreement [Member] | Warrant [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
July Investor [Member] | Securities Purchase Agreement [Member] | Note [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Placement Agent [Member] | Warrant [Member] | Convertible Debt [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 16,393,443 | 16,393,443 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.003 | ||||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | Securities Exchange Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 2,805,000 | ||||||||||||||||||||||||||||||||||||||||
Gunnar [Member] | Placement Agency Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Warrants issued to purchase of securities | 124,489,795 | ||||||||||||||||||||||||||||||||||||||||
Commission payable | $ 305,000 | ||||||||||||||||||||||||||||||||||||||||
Legal fees payable | 50,000 | ||||||||||||||||||||||||||||||||||||||||
Payments for Other Fees | $ 50,000 | ||||||||||||||||||||||||||||||||||||||||
Jeffrey Busch [Member] | Notes Payable Related Party [Member] | Promissory Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 350,000 | $ 100,000 | $ 100,000 | 350,000 | $ 350,000 | ||||||||||||||||||||||||||||||||||||
Interest rate | 1% | 1% | 1% | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of debt | $ 250,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||
Accrued interest | $ 6,856 | 5,974 | |||||||||||||||||||||||||||||||||||||||
Debt interest rate | 1% | ||||||||||||||||||||||||||||||||||||||||
Original amount | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Jeffrey Busch [Member] | Notes Payable Related Party [Member] | Promissory Note Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 2% | ||||||||||||||||||||||||||||||||||||||||
Douglass T Mergenthaler [Member] | Notes Payable Related Party [Member] | Promissory Note Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Principal amount | $ 110,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued interest | 3,268 | 3,218 | |||||||||||||||||||||||||||||||||||||||
Outstanding debt | $ 2,000 | $ 2,000 | |||||||||||||||||||||||||||||||||||||||
Douglass T Mergenthaler [Member] | Notes Payable Related Party [Member] | Promissory Note Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest rate | 10% |
SCHEDULE OF FINANCIAL LEASE RIG
SCHEDULE OF FINANCIAL LEASE RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
Financing ROU assets | $ 231,841 | $ 231,841 |
Less accumulated amortization | (220,459) | (212,853) |
Balance of Financing ROU assets | $ 11,382 | $ 18,988 |
SCHEDULE OF FINANCING LEASE LIA
SCHEDULE OF FINANCING LEASE LIABILITY RELATED TO FINANCING RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
Financing lease payables for equipment | $ 231,841 | $ 231,841 |
Total financing lease payables | 231,841 | 231,841 |
Payments of financing lease liabilities | (208,372) | (197,451) |
Total | 23,469 | 34,390 |
Less: short term portion | (23,469) | (30,262) |
Long term portion | $ 4,128 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS UNDER FINANCING LEASE (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
2024 | $ 23,677 | |
Total minimum financing lease payments | 23,677 | |
Less: discount to fair value | (208) | |
Total financing lease payable on December 31, 2023 | $ 23,469 | $ 34,390 |
SCHEDULE OF OPERATING RIGHT-OF-
SCHEDULE OF OPERATING RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
Operating office lease | $ 1,212,708 | $ 1,212,708 |
Less accumulated reduction | (121,324) | (108,362) |
Balance of Operating ROU asset | $ 1,091,384 | $ 1,104,346 |
SCHEDULE OF OPERATING LEASE LIA
SCHEDULE OF OPERATING LEASE LIABILITY RELATED TO RIGHT-OF-USE ASSETS (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
Operating office lease | $ 1,212,708 | $ 1,212,708 |
Total operating lease liability | 1,212,708 | 1,212,708 |
Reduction of operating lease liability | (62,284) | (54,947) |
Total | 1,150,424 | 1,157,761 |
Less: short term portion | (32,939) | (31,388) |
Long term portion | $ 1,117,485 | $ 1,126,373 |
SCHEDULE OF FUTURE MINIMUM LE_2
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS OF OPERATING LEASE (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Lease Liabilities | ||
2024 | $ 123,806 | |
2025 | 127,520 | |
2026 | 131,871 | |
2027 | 136,177 | |
2028 | 140,262 | |
2029 and thereafter | 1,238,901 | |
Total minimum non-cancellable operating lease payments | 1,898,537 | |
Less: discount to fair value | (748,113) | |
Total operating lease liability on December 31, 2023 | $ 1,150,424 | $ 1,157,761 |
LEASE LIABILITIES (Details Narr
LEASE LIABILITIES (Details Narrative) | 1 Months Ended | 3 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 ($) | Nov. 30, 2018 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Feb. 29, 2020 USD ($) | |
Financing lease payable | $ 10,921 | $ 12,879 | |||||||||
Amortization expense financing ROU asset | 7,606 | 11,592 | |||||||||
Operating liability | 1,150,424 | $ 1,157,761 | |||||||||
Operating asset | 1,091,384 | $ 1,104,346 | |||||||||
Operating lease cost | $ 51,208 | $ 50,311 | |||||||||
Accounting Standards Update 2016-02 Cumulative Effect, Period of Adoption [Member] | |||||||||||
Operating discount rates | 8% | 12% | |||||||||
Operating liability | $ 176,893 | $ 231,337 | |||||||||
Operating asset | 168,664 | ||||||||||
Gain on modification of operating lease | 8,229 | ||||||||||
Operating right of use asset and lease liability | $ 1,212,708 | ||||||||||
Minimum [Member] | |||||||||||
Finance lease, discount rate | 8% | ||||||||||
Maximum [Member] | |||||||||||
Finance lease, discount rate | 15% | ||||||||||
Lease Agreement [Member] | |||||||||||
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 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 | the Company will 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 | ||||||||||
Finance lease term | 60 months | ||||||||||
Finance lease description | months commencing in November 2018 through October 2023 | ||||||||||
Financing lease payable | $ 16,065 | ||||||||||
Second Lessor [Member] | Financing Agreement [Member] | |||||||||||
Monthly base rent | $ 1,439 | ||||||||||
Finance lease term | 60 months | ||||||||||
Finance lease description | months commencing in November 2018 through October 2023 | ||||||||||
Financing lease payable | $ 62,394 | ||||||||||
Third Lessor [Member] | Financing Agreement [Member] | |||||||||||
Monthly base rent | $ 1,496 | ||||||||||
Finance lease term | 60 months | ||||||||||
Finance lease description | months commencing in March 2019 through February 2024 | ||||||||||
Financing lease payable | $ 64,940 | ||||||||||
Fourth Lessor [Member] | Financing Agreement [Member] | |||||||||||
Monthly base rent | $ 397 | ||||||||||
Finance lease term | 60 months | ||||||||||
Finance lease description | months commencing in August 2019 through July 2024 | ||||||||||
Financing lease payable | $ 19,622 | ||||||||||
Fifth Lessor [Member] | Financing Agreement [Member] | |||||||||||
Monthly base rent | $ 1,395 | ||||||||||
Finance lease term | 60 months | ||||||||||
Finance lease description | 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 ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Related Party Transaction [Line Items] | ||
Convertible notes principal – related parties | $ 9,480,024 | $ 7,488,217 |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Convertible notes principal – related parties | 11,942,653 | 11,440,792 |
Discount on convertible notes - related parties | (1,509,975) | |
Note payable principal – related parties | 1,172,466 | 1,172,466 |
Discount on notes - related parties | (14,294) | (23,024) |
Accrued liabilities - related parties | 2,142,464 | 1,886,051 |
Accounts payable – related parties | 44,282 | 10,000 |
Total | $ 15,287,571 | $ 12,976,310 |
RELATED-PARTY TRANSACTIONS (Det
RELATED-PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||||
May 05, 2023 | Jan. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||||
Professional fees | $ 511,277 | $ 387,438 | |||
Accrued compensation | 1,069,974 | $ 1,099,974 | |||
Dr Ruxin [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consulting fees | 44,262 | 10,000 | |||
Employee Severance [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accrued compensation | 900,000 | 900,000 | |||
Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable related payable | 44,282 | 10,000 | |||
Mr. Kucharchuk [Member] | |||||
Related Party Transaction [Line Items] | |||||
Professional fees | $ 15,000 | $ 2,000 | |||
Mr. Kucharchuk [Member] | Related Party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Accounts payable related payable | $ 0 | $ 0 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Equity [Abstract] | ||
Number of Options, Beginning Outstanding | shares | 1,664,270,920 | |
Weighted-average Exercise Price, Beginning Outstanding | $ 0.0036 | |
Number of Options, Granted | shares | ||
Weighted-average Exercise Price, Granted | ||
Number of Options, Forfeited or Expired | shares | (3,600,000) | |
Weighted-average Exercise Price, Forfeited or Expired | $ 0.0036 | |
Number of Options, Ending Outstanding | shares | 1,660,670,920 | |
Weighted-average Exercise Price, Ending Outstanding | $ 0.0036 | |
Number of Options, Exercisable | shares | 1,580,574,866 | [1] |
Weighted-average Exercise Price, Exercisable | $ 0.0036 | [1] |
Exercise price | $ 0.0036 | |
Number of option outstanding | shares | 1,660,670,920 | |
Number of option remaining contractual term | 8 years 7 months 17 days | |
Weighted average exercise price | $ 0.0036 | |
Weighted average number of option exercisable | shares | 1,580,574,866 | [1] |
Weighted average exercise price | $ 0.0036 | [1] |
[1]All vested options are only exercisable upon the company filing an S-8 to register the underlying shares. |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of Warrants, Outstanding Beginning balance | 7,244,334,819 | |
Weighted Average Exercise Price, Outstanding Beginning balance | $ 0.0011 | |
Weighted Average Remaining Contractual Term (Years), Ending Balance Outstanding | 4 years 6 months 10 days | 4 years 9 months 10 days |
Aggregate Intrinsic Value, Beginning Balance Outstanding | $ 1,665,567 | |
Number of Warrants, granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Warrants, Outstanding Ending balance | 7,244,334,819 | 7,244,334,819 |
Weighted Average Exercise Price, Outstanding Ending balance | $ 0.0013 | $ 0.0011 |
Aggregate Intrinsic Value, Ending Balance Outstanding | $ 4,878,880 | $ 1,665,567 |
Number of Warrants, Exercisable | 7,044,334,819 | |
Weighted Average Exercise Price, Exercisable | $ 0.0012 | |
Weighted Average Remaining Contractual Term (Years), Exercisable | 4 years 7 months 9 days | |
Aggregate Intrinsic Value, Exercisable | $ 4,878,880 |
STOCKHOLDERS_ DEFICIT (Details
STOCKHOLDERS’ DEFICIT (Details Narrative) | 3 Months Ended | ||||||||||||||||||||
Jan. 27, 2023 shares | Nov. 29, 2022 USD ($) $ / shares shares | Jul. 01, 2022 USD ($) $ / shares shares | Jun. 15, 2022 USD ($) $ / shares shares | May 09, 2022 USD ($) $ / shares shares | Apr. 30, 2022 USD ($) $ / shares shares | Apr. 18, 2022 shares | Apr. 05, 2022 USD ($) $ / shares shares | Jan. 31, 2022 USD ($) $ / shares shares | Jan. 27, 2022 USD ($) $ / shares shares | Jan. 26, 2022 USD ($) $ / shares shares | Nov. 01, 2021 USD ($) $ / shares shares | Jul. 30, 2021 $ / shares shares | Sep. 15, 2020 $ / shares shares | May 18, 2020 $ / shares shares | Aug. 20, 2015 shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) shares | Sep. 30, 2023 USD ($) $ / shares shares | May 23, 2023 $ / shares | Apr. 22, 2023 shares | |
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock, shares authorized | 12,000,000,000 | 100,000,000,000 | 100,000,000,000 | ||||||||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares authorized | 26,667 | 26,667 | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Number of conversion of convertible securities, value | $ | $ (1,618,238) | ||||||||||||||||||||
Dividends payable current and non current | $ | $ 0 | $ 0 | |||||||||||||||||||
Dividend preferred stock | $ | 26,301 | ||||||||||||||||||||
Dividends payable | $ | 0 | $ 0 | |||||||||||||||||||
Stock option expense | $ | $ 44,210 | 612,173 | |||||||||||||||||||
Number of share authorized | 1,660,670,920 | ||||||||||||||||||||
Options vested and exercisable | 1,580,574,866 | ||||||||||||||||||||
Unvested stock based compensation expense | $ | $ 121,473 | ||||||||||||||||||||
Aggregate intrinsic value | $ | $ 0 | ||||||||||||||||||||
Exercise price | $ / shares | $ 0.0036 | $ 0.0036 | |||||||||||||||||||
Number of warrants issued | 16,393,443 | ||||||||||||||||||||
Current Exercise Price [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share-based payment arrangement, option, exercise price range, lower range limit | $ / shares | $ 0.00366 | ||||||||||||||||||||
Share-based payment arrangement, option, exercise price range,upper range limit | $ / shares | 0.00476 | ||||||||||||||||||||
New Exercise Price [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share-based payment arrangement, option, exercise price range,upper range limit | $ / shares | $ 0.003 | ||||||||||||||||||||
First November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 218,579,234 | 54,644,811 | |||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Fair value adjustment of warrant | $ | $ 34,630 | $ 990,048 | |||||||||||||||||||
Second November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 109,289,616 | 27,322,406 | |||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Fair value adjustment of warrant | $ | $ 22,429 | $ 495,560 | |||||||||||||||||||
Third November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 109,289,616 | 27,322,406 | |||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | $ 0.00366 | |||||||||||||||||||
Fair value adjustment of warrant | $ | $ 22,429 | $ 495,560 | |||||||||||||||||||
First January 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 136,612,022 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 472,403 | ||||||||||||||||||||
Second January 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 136,612,022 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 469,810 | ||||||||||||||||||||
First and Second January 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 16,393,443 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00366 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 54,595 | ||||||||||||||||||||
First April 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 4,201,681 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00476 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 89,815 | ||||||||||||||||||||
Second April 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 17,857,144 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00476 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 335,593 | ||||||||||||||||||||
May 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 42,016,808 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00476 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 178,449 | ||||||||||||||||||||
June 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 2,100,840 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00476 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 5,924 | ||||||||||||||||||||
July 2022 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 2,100,840 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.00476 | ||||||||||||||||||||
Fair value adjustment of warrant | $ | $ 8,190 | ||||||||||||||||||||
First November 2021 Warrants [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 385,441,138 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.003 | ||||||||||||||||||||
Second November 2021 [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 566,406,072 | ||||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.003 | ||||||||||||||||||||
Share-based payment arrangement, option, exercise price range, lower range limit | $ / shares | 0.00366 | ||||||||||||||||||||
Share-based payment arrangement, option, exercise price range,upper range limit | $ / shares | 0.00476 | ||||||||||||||||||||
Second November 2021 [Member] | New Exercise Price [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share-based payment arrangement, option, exercise price range,upper range limit | $ / shares | $ 0.003 | ||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Exercise price | $ / shares | $ 0.0015 | ||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Common stock capital shares reserved for future issuance | 1,915,000,000 | ||||||||||||||||||||
Fair market value, percentage | 110% | ||||||||||||||||||||
New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||
Securities Exchange Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Debt interest rate | 10% | ||||||||||||||||||||
Dividends payable current and non current | $ | $ 242,736 | ||||||||||||||||||||
Number of warrants issued | 801,428,569 | ||||||||||||||||||||
Warrant reason for issuing, descriptions | The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% | ||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Dividends payable current and non current | $ | $ 464,992 | ||||||||||||||||||||
Securities Exchange Agreements [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 2,608,654,988 | ||||||||||||||||||||
Warrant reason for issuing, descriptions | The New Related Party Warrants and April 2023 Related Party Warrant are exercisable for five years and six months from the earlier of the maturity date of the New Related Party Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the New Related Party Warrant and April 2023 Related Party Warrant, the price per share at which the Qualified Offering is made (“Qualified Offering Price”), or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the New Related Party Warrants and April 2023 Related Party Warrant within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25% | ||||||||||||||||||||
Securities Exchange Agreements [Member] | New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants or rights outstanding | 2,567,601,521 | ||||||||||||||||||||
Placement Agency Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 124,489,795 | ||||||||||||||||||||
Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 38,775,510 | ||||||||||||||||||||
Purchase Agreement [Member] | Related Party [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 44,314,286 | ||||||||||||||||||||
Purchase Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 298,571,429 | ||||||||||||||||||||
Warrant reason for issuing, descriptions | The Warrants are exercisable for five years and six months from the earlier of the maturity date of the New Debentures and the closing of the Qualified Financing, at an exercise price equal to (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. | ||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of conversion of convertible securities, value | $ | |||||||||||||||||||||
Dividend preferred stock | $ | |||||||||||||||||||||
Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of conversion of convertible securities, value | $ | |||||||||||||||||||||
Dividend preferred stock | $ | |||||||||||||||||||||
Warrant [Member] | Securities Exchange Agreements [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 385,441,138 | ||||||||||||||||||||
Share based compensation, New related party debentures | 2,564,340,702 | ||||||||||||||||||||
Warrant reason for issuing, descriptions | (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. | ||||||||||||||||||||
Investors [Member] | Warrant [Member] | Securities Exchange Agreements [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Share based compensation, New related party debentures | 2,269,030,092 | ||||||||||||||||||||
Warrant reason for issuing, descriptions | (i) in the event that a Qualified Offering is consummated prior to the exercise of the Warrant, the Qualified Offering Price, or (ii) in the event that no Qualified Offering has been consummated, the lower of: (A) $0.003 per share and (B) an amount equal to 70% of the average of the VWAP (or 50% of the average of the VWAP if an event of default has occurred and has not been cured) for the Common Stock over the ten Trading Days preceding the date of the delivery of the applicable exercise notice. If there is no effective registration statement covering the resale of the shares underlying the Warrants within 180 days following the closing of the Qualified Offering: (i) exercise may be via cashless exercise, and (ii) 5% additional Warrants will be issued by the Company to the holders for any portion of each month without such effective registration statement, up to a maximum of 25%. The Warrants contain certain price protection provisions providing for adjustment of the amount of securities issuable upon exercise of the Warrants in case of certain future dilutive events or stock-splits and dividends. | ||||||||||||||||||||
Consultant [Member] | Placement Agency Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of warrants issued | 16,000,000 | ||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Capital units authorized | 1,333 | ||||||||||||||||||||
Preferred stock, shares authorized | 26,667 | 1,333 | 1,333 | ||||||||||||||||||
Stockholder voting rights | 500 | ||||||||||||||||||||
Preferred stock, shares issued | 667 | 667 | |||||||||||||||||||
Preferred stock, shares outstanding | 667 | 667 | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Series A Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares conversion of convertible securities | |||||||||||||||||||||
Series A Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 667 | 667 | |||||||||||||||||||
Preferred stock, shares outstanding | 667 | 667 | |||||||||||||||||||
Series C-1 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Capital units authorized | 3,000 | ||||||||||||||||||||
Preferred stock, shares authorized | 3,000 | 3,000 | |||||||||||||||||||
Preferred stock, shares issued | 141 | 141 | |||||||||||||||||||
Preferred stock, shares outstanding | 141 | 141 | |||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Series C-1 Preferred Stock [Member] | Securities Exchange Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 902 | ||||||||||||||||||||
Number of shares issued, value | $ | $ 372,303 | ||||||||||||||||||||
Series C-1 Preferred Stock [Member] | Minimum [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion price | $ / shares | 0.0275 | ||||||||||||||||||||
Series C-1 Preferred Stock [Member] | Common Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Conversion price | $ / shares | $ 0.0275 | ||||||||||||||||||||
Conversion percentage | 0.80 | ||||||||||||||||||||
Common stock outstanding, percentage | 499% | ||||||||||||||||||||
Series C-1 Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares conversion of convertible securities | (902) | ||||||||||||||||||||
Series C-1 Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 4,128.42 | ||||||||||||||||||||
Series C-2 Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Capital units authorized | 6,000 | ||||||||||||||||||||
Preferred stock, shares authorized | 6,000 | 6,000 | |||||||||||||||||||
Preferred stock, shares issued | |||||||||||||||||||||
Preferred stock, shares outstanding | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||||||||
Conversion price | $ / shares | $ 0.00275 | ||||||||||||||||||||
Conversion percentage | 0.80 | ||||||||||||||||||||
Common stock outstanding, percentage | 4.99% | ||||||||||||||||||||
Series C-2 Preferred Stock [Member] | Securities Exchange Agreement [Member] | New Debentures [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 3,037 | ||||||||||||||||||||
Number of shares issued, value | $ | $ 1,245,935 | ||||||||||||||||||||
Series C-2 Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Number of shares conversion of convertible securities | (3,037) | ||||||||||||||||||||
Series C-2 Preferred Stock [Member] | Board of Directors [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 410.27 | ||||||||||||||||||||
Series E Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 2,000 | ||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 2,000 | ||||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||||
Preferred stock, conversion description | Each share of Series E Preferred Stock is convertible into shares of common stock any time after the initial issuance date at the conversion price which is the lesser of: (i) $0.00375 or (ii) 75% of the average closing price of the common stock during the prior five trading days on the principal market, subject to adjustment as provided in the Series E Certificate of Designation 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. | ||||||||||||||||||||
Dividend preferred stock | $ | $ 0 | $ 26,301 | |||||||||||||||||||
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 1,000 | ||||||||||||||||||||
Number of shares issued, value | $ | $ 2,000,000 | ||||||||||||||||||||
Number of shares conversion of convertible securities | 1,000 | ||||||||||||||||||||
Number of conversion of convertible securities, value | $ | $ 2,000,000 | ||||||||||||||||||||
Dividends payable current and non current | $ | $ 66,630 | ||||||||||||||||||||
Series E Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||||||||||||
Series F Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares authorized | 1,000 | ||||||||||||||||||||
Preferred stock, par value | $ / shares | $ 0.0001 | ||||||||||||||||||||
Preferred stock, stated value | $ / shares | $ 2,000 | ||||||||||||||||||||
Debt interest rate | 8% | ||||||||||||||||||||
Preferred stock, conversion description | 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. | ||||||||||||||||||||
Number of shares conversion of convertible securities | 500 | ||||||||||||||||||||
Number of conversion of convertible securities, value | $ | $ 1,000,000 | ||||||||||||||||||||
Dividends payable current and non current | $ | $ 33,315 | ||||||||||||||||||||
Dividend preferred stock | $ | $ 0 | $ 13,151 | |||||||||||||||||||
Number of warrants exercise price per share | $ / shares | $ 0.003 | ||||||||||||||||||||
Number of warrants issued | 63,897,764 | ||||||||||||||||||||
Series F Preferred Stock [Member] | Securities Purchase Agreement [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Number of shares issued | 500 | ||||||||||||||||||||
Number of shares issued, value | $ | $ 1,000,000 | ||||||||||||||||||||
Dividends payable current and non current | $ | $ 33,315 | ||||||||||||||||||||
Series F Preferred Stock [Member] | Preferred Stock [Member] | |||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | |||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Sep. 28, 2023 USD ($) | Jul. 14, 2023 | May 05, 2023 shares | Dec. 05, 2022 USD ($) shares | Aug. 16, 2022 $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 10, 2021 USD ($) | Jun. 10, 2021 ft² | Jan. 01, 2021 USD ($) | Sep. 24, 2020 USD ($) $ / shares | Jul. 05, 2020 USD ($) $ / shares shares | Jun. 05, 2020 USD ($) $ / shares shares | Aug. 31, 2023 shares | Mar. 31, 2023 USD ($) | Dec. 31, 2019 | Mar. 31, 2018 USD ($) | Sep. 30, 2006 USD ($) | Dec. 31, 2023 USD ($) shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2017 USD ($) shares | |
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock options granted | shares | ||||||||||||||||||||
Stock options aggregate | shares | 1,660,670,920 | 1,664,270,920 | ||||||||||||||||||
Accrued severance payment | $ 1,069,974 | $ 1,099,974 | ||||||||||||||||||
Accrued director compensation | 267,500 | 252,500 | ||||||||||||||||||
Comepbsation to consultant | $ 3,000 | 233,625 | 93,845 | |||||||||||||||||
Consideration liability | 87,440 | 85,640 | ||||||||||||||||||
Notes payables | 40,000 | 40,000 | ||||||||||||||||||
Accrued interest payable | $ 47,440 | 45,640 | ||||||||||||||||||
Loss contingency damages sought value | $ 87,000 | $ 100,000,000 | ||||||||||||||||||
Settlement payment description | The Settlement Payment is payable as follows: (a) $25,000 was due and paid upon the Effective Date of the Settlement Agreement; (b) $62,000 shall be payable in three equal monthly installments as follows: (i) $20,666.67 due and paid on before October 31, 2023; (ii) $20,666.67 due on or before November 30, 2023 (iii) $20,666.67 due on or before December 31, 2023. As of December 31, 2023 and September 30, 2023, the settlement amount of $62,000 was included in accounts payable on the accompanying balance sheets. | |||||||||||||||||||
Litigation settlement number of shares | shares | 200,000 | |||||||||||||||||||
Litigation settlement shares, value | $ 2,000 | |||||||||||||||||||
Employee Severance [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Accrued severance payment | $ 900,000 | 900,000 | ||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Compensation fees | $ 2,000 | |||||||||||||||||||
Exclusive License Agreement [Member] | George Mason University [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Royalty expense | $ 50,000 | |||||||||||||||||||
Revenue percentage | 1.50% | |||||||||||||||||||
Advance royalties | 34,792 | 33,533 | ||||||||||||||||||
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 | 47,928 | 45,409 | ||||||||||||||||||
Non refundable minimum annual royalty | $ 5,000 | |||||||||||||||||||
License Agreement [Member] | Vanderbilt License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Payments for fees | $ 18,917 | |||||||||||||||||||
Royalty expense | $ 5,556 | |||||||||||||||||||
Advance royalties | 2,328 | 1,909 | ||||||||||||||||||
License Agreement [Member] | Minimum [Member] | Vanderbilt License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Revenue percentage | 0.25% | |||||||||||||||||||
License Agreement [Member] | Maximum [Member] | Vanderbilt License Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Revenue percentage | 2% | |||||||||||||||||||
License Agreement [Member] | Sublicense Royalty [Member] | National Institutes of Health [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Revenue percentage | 10% | |||||||||||||||||||
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 | |||||||||||||||||||
Lease Amendment [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Rentable square feet | ft² | 4,734 | |||||||||||||||||||
Annual base rent, description | 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. | |||||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | $ 300,000 | |||||||||||||||||||
Annual decretionary bonus percentage | 150% | |||||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Restricted stock, shares | shares | 49,047,059 | 420,691,653 | ||||||||||||||||||
Stock options granted | shares | 420,691,653 | |||||||||||||||||||
Stock options aggregate | shares | 469,738,712 | |||||||||||||||||||
Stock option exercise price | $ / shares | $ 0.0036 | |||||||||||||||||||
Dr. Michael Ruxin [Member] | Ruxin Employment Agreement [Member] | 2022 Equity Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Restricted stock, shares | shares | 49,047,059 | |||||||||||||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | $ 60,000 | |||||||||||||||||||
Jeffrey Busch [Member] | Busch Employment Agreement [Member] | 2020 Equity Incentive Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock option exercise price | $ / shares | $ 0.0036 | |||||||||||||||||||
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 | 49,047,059 | ||||||||||||||||||
Stock options aggregate | shares | 469,738,712 | |||||||||||||||||||
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 | 420,691,653 | ||||||||||||||||||
Thomas E Chilcott, III [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Deferred compensation arrangements overall description | The Board also approved two new bonuses for which Mr. Chilcott was 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. On December 6, 2022, the Board approved a bonus compensation plan pursuant to which Thomas E. Chilcott, III, the Company’s Chief Financial Officer, was eligible for: (i) a $150,000 bonus payable upon the successful filing of the Company’s report on Form 10-K for the annual period ended September 30, 2022 (the “Annual Report “) on or before December 29, 2022; or (ii) a $100,000 bonus payable upon the successful filing of the Company’s Annual Report on or before January 13, 2023 (collectively, the “Bonus”). During the year ended September 30, 2023, an aggregate bonus of $150,000 was paid to Mr. Chilcott. | |||||||||||||||||||
Thomas E Chilcott, III [Member] | Minimum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | 150,000 | |||||||||||||||||||
Annual base salary | $ 225,000 | |||||||||||||||||||
Thomas E Chilcott, III [Member] | Maximum [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | $ 300,000 | |||||||||||||||||||
Thomas E Chilcott, III [Member] | Offer Letter [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | $ 225,000 | |||||||||||||||||||
Stock option exercise price | $ / shares | $ 0.0036 | |||||||||||||||||||
Deferred compensation arrangements overall description | Mr. Chilcott was entitled to participate in all medical and other benefits that the Company has established for its employees. The offer letter also provided that Mr. Chilcott will be granted an option to purchase up to 94,545,096 shares of the Company’s common stock which were granted on August 16, 2022 with an exercise price of $0.0036 and an expiration date of August 15, 2032 and subject to vesting terms. | |||||||||||||||||||
Mr Chilcott [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Number of non-vested options forfeited | shares | 56,727,056 | 37,818,040 | ||||||||||||||||||
Zaslavsky [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Salaries | $ 400,000 | |||||||||||||||||||
Base salary percentage | 35% | |||||||||||||||||||
Zaslavsky [Member] | Share-Based Payment Arrangement, Option [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Sharebased compensation available for grant | shares | 150,000,000 | |||||||||||||||||||
Vesting percentage | 20% | |||||||||||||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock option exercise price | $ / shares | $ 0.0036 | |||||||||||||||||||
Compensation fees | $ 2,000 | |||||||||||||||||||
Payments for fees | $ 1,500 | |||||||||||||||||||
Accrued expenses | $ 16,320 | $ 15,504 | ||||||||||||||||||
Consultant [Member] | Scientific Advisory Board Service Agreement [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock options granted | shares | 88,786,943 | |||||||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock option exercise price | $ / shares | $ 0.0036 | |||||||||||||||||||
Compensation fees | $ 272 | |||||||||||||||||||
Consultant [Member] | Pathology Advisory Board Service Agreement [Member] | 2022 Equity Incentive Plan [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Stock options granted | shares | 77,972,192 | |||||||||||||||||||
Dr Ruxin [Member] | Chief Medical Officer Consulting Agreement [Member] | ||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||
Related party transaction, description | (a) the Company shall pay Dr, Ruxin compensation equal to $10,000 per month, (b) the Company shall amend the Dr. Ruxin’s existing option award agreement so that upon a “Separation from Service” instead of having 3 months to exercise the options, Dr. Ruxin’s options shall be exercisable until their expiration date and (c) the Company shall issue Dr. Ruxin options to purchase shares of the Company’s common stock in accordance with the Company’s newly planned Equity Incentive Plan, according to the standard amounts awarded to Chief Medical Officers, as well as taking into consideration the past 5 years of service to the company as is planned for current employees, subject to Board approval. This Agreement commenced on July 14, 2023 and will continue for one year and will be brought to the Board of Directors annually for renewal approval based on prior year performance metrics and then for subsequent one-year periods if not terminated 60 days prior to renewal |
AGREEMENT AND PLAN OF MERGER (D
AGREEMENT AND PLAN OF MERGER (Details Narrative) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | May 23, 2023 | Jul. 01, 2022 |
Restructuring Cost and Reserve [Line Items] | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.001 | $ 0.0001 |
IMAC [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Percentage of voting Interests acquired | 85% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 25, 2024 | Apr. 28, 2023 | Dec. 31, 2023 | Sep. 30, 2023 | Jul. 28, 2023 |
Subsequent Event [Line Items] | |||||
Principal amount | $ 9,480,024 | $ 8,986,605 | |||
Promissory Note [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of debt | $ 50,000 | ||||
Note Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Principal amount | $ 1,000,000 | ||||
Promissory Note Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance of debt | $ 100,000 | ||||
Annual interest rate | 6% | ||||
Promissory Note Agreement [Member] | Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Annual interest rate | 20% | ||||
Two Officer [Member] | |||||
Subsequent Event [Line Items] | |||||
Working capital | 15,600 | ||||
Director [Member] | |||||
Subsequent Event [Line Items] | |||||
Working capital | $ 50,000 |