Theralink (THER) 10-Q 20 Feb 24 2024 Q1 Quarterly report Financial data

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