Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2018 | Jan. 11, 2019 | Mar. 31, 2018 | |
Document and Entity Information: | |||
Entity Registrant Name | AMERICAN CRYOSTEM Corp | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2018 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,468,679 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Common Stock, Shares Outstanding | 48,196,210 | ||
Entity Public Float | $ 41,930,506 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
Balance Sheets
Balance Sheets - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Current Assets: | ||
Cash | $ 68,320 | $ 410,342 |
Accounts receivable - net of allowance for bad debt | 217,318 | 171,860 |
Other receivable | 790 | 0 |
Prepaid expenses | 48,931 | 33,333 |
Inventory | 33,698 | 27,704 |
Total Current Assets | 369,057 | 643,239 |
Other Assets: | ||
Other receivable | 159 | 0 |
Investment in Autogenesis - at cost | 1,000 | 1,000 |
Investment in Baoxin - at cost | 300,000 | 0 |
Security deposit | 13,540 | 13,540 |
Patent and patents development - net of accumulated amortization | 337,962 | 299,057 |
Fixed assets - net of accumulated depreciation | 244,707 | 52,357 |
Total Assets | 1,266,425 | 1,009,193 |
Current Liabilities: | ||
Accounts payable & accrued expenses | 473,869 | 223,205 |
Legal & accounting payable | 30,573 | 162,545 |
Bridge notes payable | 226,500 | 226,500 |
Convertible notes payable | 323,500 | 864,000 |
Equipment lease payable | 31,001 | 0 |
Deferred revenues | 26,667 | 25,664 |
Total Current Liabilities | 1,112,110 | 1,501,914 |
Long Term Liabilities: | ||
Convertible notes payable - net of debt discount | 25,000 | 0 |
Equipment lease payable | 62,386 | 0 |
Accrued executive salaries | 660,186 | 420,186 |
Payable to related party (ACS Global Inc.) | 107,189 | 108,651 |
Total Liabilities | 1,966,871 | 2,030,751 |
Commitments & contingencies | ||
Shareholders' Deficit: | ||
Preferred Stock - $.0001 par value, 50,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2018 and 2017 | 0 | 0 |
Common Stock - $.001 par value, 300,000,000 shares authorized, 48,196,210 shares issued and outstanding at September 30, 2018 and 43,409,580 issued and outstanding at September 30, 2017 | 48,197 | 43,410 |
Additional paid in capital | 13,388,034 | 11,581,197 |
Accumulated deficit | (14,136,677) | (12,646,165) |
Total Shareholders' Deficit | (700,446) | (1,021,558) |
Total Liabilities & Shareholders' Deficit | $ 1,266,425 | $ 1,009,193 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2018 | Sep. 30, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ .0001 | $ 0.0001 |
Preferred stock, authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 48,196,210 | 43,409,580 |
Common stock, shares outstanding | 48,196,210 | 43,409,580 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||
Tissue storage & processing | $ 570,908 | $ 1,364,373 |
Product sales | 8,490 | 76,456 |
Licensing fees and royalties | 449,019 | 124,535 |
Consulting fees | 75,000 | 300,000 |
Total Revenues | 1,103,417 | 1,865,364 |
Less: cost of revenues | (296,992) | (554,514) |
Gross Margin | 806,425 | 1,310,850 |
Operating Expenses | ||
Research & development | 341,516 | 87,210 |
Laboratory expense | 179,476 | 234,215 |
Sales & marketing | 70,630 | 30,621 |
Professional fees | 171,536 | 72,990 |
Consulting expense - stock or options granted | 613,638 | 1,085,998 |
General & administrative | 669,847 | 819,898 |
Total Operating Expenses | 2,046,643 | 2,330,932 |
Net Income (Loss) from Operations | (1,240,218) | (1,020,082) |
Other Income (Expenses): | ||
Other income/expense | 0 | 2,000 |
Exchange rate gain/(loss) | (17,804) | 0 |
Loss on settlement | (96,437) | (113,617) |
Foreign taxes | (32,303) | 0 |
Penalties | (3,836) | 0 |
Interest expense | (74,914) | (90,308) |
Interest expense (beneficial conversion feature - debenture) | (25,000) | 0 |
Net Income (Loss) Before Provision for Income Taxes | (1,490,512) | (1,222,007) |
Provision for income taxes | 0 | 0 |
Net Income (Loss) | $ (1,490,512) | $ (1,222,007) |
Basic & Fully Diluted Net Income (Loss) per Common Share | $ (0.03) | $ (0.03) |
Weighted Average of Common Shares Outstanding - Basic & fully diluted | 46,216,368 | 37,973,803 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Operating Activities: | ||
Net Loss | $ (1,490,512) | $ (1,222,007) |
Adjustments to Reconcile Net Loss Items Not Requiring The use of Cash: | ||
Bad debt recovery | 707 | 84,544 |
Loss on settlement of legal bill | 96,437 | 113,617 |
Impairment expense (write off laboratory software development) | 0 | 123,000 |
Consulting fees - stock for services/options granted | 613,638 | 1,019,998 |
Depreciation & amortization expense | 26,981 | 37,480 |
Interest expense - beneficial conversion feature | 25,000 | 0 |
Changes in Other Operating Assets and Liabilities: | ||
Accounts Receivable | (46,165) | (191,069) |
Prepaid expense | 94,498 | (33,333) |
Inventory | (5,994) | (3,006) |
Other receivable- related parties | (949) | 10,880 |
Deferred revenue | 1,003 | (2,850) |
Salaries payable | 233,288 | 0 |
Accounts payable and accrued expenses | 277,595 | 395,397 |
Net Cash Provided (Used) by Operations | (174,473) | 332,651 |
Investing Activities: | ||
Patents development | (44,242) | (44,535) |
Investment in Baoxin | (300,000) | 0 |
Purchase of laboratory equipment & furniture | (180,732) | (28,142) |
Net Cash Used by Investing Activities | (524,974) | (72,677) |
Financing Activities: | ||
Issuance of common shares | 0 | 13,750 |
Options exercised | 165,500 | 110,400 |
Issuance of convertible notes | 100,000 | 0 |
Payment of convertible note | 0 | (2,500) |
Proceeds from capital lease | 102,790 | 0 |
Paid down capital lease | (9,403) | 0 |
Payable to related party | (1,462) | (8,533) |
Net Cash Provided by Financing Activities | 357,425 | 113,117 |
Net change in cash | (342,022) | 373,091 |
Cash and equivalents, beginning of year | 410,342 | 37,251 |
Cash and equivalents, end of year | 68,320 | 410,342 |
Supplemental Disclosures of Cash Flow Information: | ||
Interest paid during the period | 10,235 | 0 |
Income taxes paid during the period | $ 0 | $ 0 |
Statements of Changes in Shareh
Statements of Changes in Shareholder's Equity - USD ($) | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total |
Balance (in shares) at Sep. 30, 2016 | 37,121,709 | |||
Balance at Sep. 30, 2016 | $ 37,122 | $ 9,440,282 | $ (11,424,158) | $ (1,946,754) |
Issuance of common shares (in shares) | 91,667 | |||
Issuance of common shares | $ 92 | 13,658 | 13,750 | |
Convertible notes exercised (in shares) | 2,396,548 | |||
Convertible notes exercised | $ 2,397 | 465,603 | 468,000 | |
Options exercised (in shares) | 2,640,000 | |||
Options exercised | $ 2,640 | 107,760 | 110,400 | |
Shares issued for services (in shares) | 425 | |||
Shares issued for services | $ 425,000 | 174,825 | 175,250 | |
Shares issued to pay interest due (in shares) | 534,656 | |||
Shares issued to pay interest due | $ 534 | 149,271 | 149,805 | |
Issued shares to pay legal bill (in shares) | 200,000 | |||
Issued shares to pay legal bill | $ 200 | 209,800 | 210,000 | |
Issuance of options | 1,019,998 | 1,019,998 | ||
Net loss | (1,222,007) | (1,222,007) | ||
Balance (in shares) at Sep. 30, 2017 | 43,409,580 | |||
Balance at Sep. 30, 2017 | $ 43,410 | 11,581,197 | (12,646,165) | (1,021,558) |
Convertible notes exercised (in shares) | 3,072,976 | |||
Convertible notes exercised | $ 3,073 | 537,427 | 540,500 | |
Options exercised (in shares) | 1,145,000 | |||
Options exercised | $ 1,145 | 164,355 | 165,500 | |
Shares issued for services (in shares) | 80,000 | |||
Shares issued for services | $ 80 | 63,970 | 64,050 | |
Shares issued to pay interest due (in shares) | 118,461 | |||
Shares issued to pay interest due | $ 119 | 62,113 | 62,232 | |
Issued shares to pay legal bill (in shares) | 219,290 | |||
Issued shares to pay legal bill | $ 219 | 186,177 | 186,396 | |
Issued convertible debenture | 100,000 | 100,000 | ||
Issuance of options | 549,588 | 549,588 | ||
Purchase prepaid rent (in shares) | 115,890 | |||
Purchase prepaid rent | $ 116 | 109,980 | 110,096 | |
Purchase leasehold improvement (in shares) | 35,013 | |||
Purchase leasehold improvement | $ 35 | 33,227 | 33,262 | |
Net loss | (1,490,512) | (1,490,512) | ||
Balance (in shares) at Sep. 30, 2018 | 48,196,210 | |||
Balance at Sep. 30, 2018 | $ 48,197 | $ 13,388,034 | $ (14,136,677) | $ (700,446) |
1. Organization of the Company
1. Organization of the Company and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization of the Company and Significant Accounting Policies | American CryoStem Corporation (the “Company”) is a publicly held corporation formed on March 13, 2009 in the state of Nevada as R&A Productions Inc. (R&A). In April 2011, R&A purchased substantially all the assets and liabilities of American CryoStem Corporation (ACS) a company formed in 1987, for 21 million shares of common stock. ACS was deemed to be the accounting acquirer. At the date of the purchase, the former operations of R&A were discontinued and the name of the Company was changed to American CryoStem Corporation. The Company is in the business of collecting adipose tissue, processing it to separate the adult stem cells, and preparing such stem cells for long-term storage. The process allows individuals to preserve their stem cells for future personal use in cellular therapy. The adipose derived stem cells are prepared and stored in their raw form without manipulation, bio-generation or the addition of biomarkers or other materials, making them suitable for use in cellular treatments and therapies offered by existing and planned treatment centers worldwide. Individualized collection and storage of adult stem cells provides personalized medicine solutions by making the patient’s own preserved stem cells available for future cellular therapies. The Company has devoted a significant amount of its time and resources to develop its technologies and intellectual property. These efforts have resulted in the development of cell lines, cell culture medium and other laboratory products which the Company believes are suitable for licensing and distribution by third parties. Additionally the Company has initiated a licensing program to license its technologies to laboratories currently processing other types of biologic materials including cord blood and general blood banks. The Company closed its first licensing agreement in 2014 and intends to pursue additional licensing partners in the future. The accompanying consolidated financial statements include the accounts of American CryoStem Corporation and its wholly owned subsidiaries. The Company’s subsidiaries are APAC CryoStem Limited, a Hong Kong company and APAC CryoStem (Shenzhen) Ltd. which were established to support its licensing agreement and operations, and collect the licensing fees in Hong Kong and China. Currently Mr. Arnone and Mr. Dudzinski serve as management and directors of both companies. All significant intercompany accounts and transactions have been eliminated in the consolidation. Management believes all amounts have been adjusted properly. Accounting policies refer to specific accounting principles and the methods of applying those principles to present fairly the company’s financial position and results of operations in accordance with generally accepted accounting principles. The policies discussed below include those that management has determined to be the most appropriate in preparing the company’s financial statements. The Consolidated Financial Statements for the year ended September 30, 2018 should be read in conjunction with the Company’s Form 10K for the year ended September 30, 2018. Use of Estimates Cash Revenue Recognition Reclassification - Advertising Bad Debt Expense Inventory Inventory was composed of Raw Materials and Finished Goods, which was valued at $33,698 at September 30, 2018 and $27,704 at September 30, 2017. Long Lived Assets Fixed Assets Office Equipment 5 years Lab Equipment & Furniture 7 years Lab Software 5 years Leasehold Improvements 15 years Income taxes - The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of September 30, 2018 and September 30, 2017, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2014 to 2017 are subject to IRS and State of New Jersey audit. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02 which supersedes ASC 840, Accounting for Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2018 the FASB Issued ASU No. 2018-02 Income Statement – Reporting Comprehensive Income (Topic 220) |
2. Going Concern
2. Going Concern | 12 Months Ended |
Sep. 30, 2018 | |
Going Concern | |
Going Concern | The accompanying consolidated financial statements have been presented in accordance with generally accepted accounting principles in the U.S., which assume the continuity of the Company as a going concern. However, the Company has incurred significant losses since its inception which raises substantial doubt about the Company’s ability to continue as a going concern. Management has made this assessment for the period one year from date of the issuance of this report. Management’s plans with regard to this matter are as follows: The Company plans to continue to fund its operations through fundraising activities in fiscal 2019 to fund future operations and business expansion. |
3. Loss per Share
3. Loss per Share | 12 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Loss per Share | The Company applies ASC 260, “Earnings per Share” The Company had 11,631,500 and 13,941,500 shares of Common Stock issuable upon exercise of all outstanding stock options and warrants for Fiscal Years 2018 and 2017, respectively; and, 1,680,237 and 4,503,214 shares issuable on the conversion of outstanding Convertible Notes for Fiscal Years 2018 and 2017, respectively. Net Loss per share for the Fiscal Years is computed below: 2018 2017 Net Gain (Loss) $ (1,490,513 ) $ (1,222,007 ) Weighted average shares outstanding, basic and diluted 46,216,368 37,973,803 Basic & fully diluted net loss per common share $ (0.03 ) $ (0.03 ) |
4. Fixed Assets
4. Fixed Assets | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | The fixed assets accounts of the Company are comprised as follows: September 30, 2018 September 30, 2017 Laboratory Equipment $ 416,879 $ 278,027 Laboratory Leasehold Improvements 84,608 10,666 Laboratory Furniture 1,841 642 Office Equipment 23,988 23,988 Office Leasehold Improvements 2,650 2,650 Office Furniture 1,812 1,812 Accumulated Depreciation (287,071 ) (265,428 ) Net Property and Equipment $ 244,707 $ 52,357 Depreciation expense for Fiscal Years 2018 and 2017 is $21,644 and $35,486 respectively. In 2017, management determined that its lab software asset development was obsolete and decided to write off the asset to its consolidated statement of operations. |
5. Patent & Patents Filings
5. Patent & Patents Filings | 12 Months Ended |
Sep. 30, 2018 | |
Finite-Lived Intangible Assets, Net [Abstract] | |
Patent & Patents Filings | The patent and patents development are recorded at cost and are being amortized on a straight line basis over a period of seventeen years. The company capitalizes Legal and Administrative Fees incurred in the process of filing for its patents. The Company has only been amortizing the patents issued. Amortization Expense for Fiscal Year 2018 was $5,337 and $1,994 for Fiscal 2017. Patents still in the application process have not been amortized. The unamortized costs of patents in the application process are $291,027 for Fiscal 2018 and $276,887 for Fiscal 2017. The following is a description of the Company’s patent assets: On August 2, 2011, the Company was awarded U.S. Patent No. US 7,989,205 B2, titled Cell Culture Media, Kits, and Methods of Use. The Patent is for cell culture media kits for the support of primary culture of normal non-hematopoietic cells of mesodermal origin suitable for both research and clinical applications. The Company filed and maintains a continuation (U.S. Serial No. 13/194,900) and additional claims were granted on November 8, 2016 under patent Number 9,487,755. The Company filed an additional continuation on November 7, 2016 as part of our overall patent strategy and to cover expanded modifications of the original patent grant, US Patent Application No. 15/344,805. On July 3, 2018, the Company was awarded U. S. Patent No. US 10,014,079 B2 titled “Business Method for Collection, Cryogenic Storage and Distribution of a Biologic Sample Material originally filed as US Serial No 13/702,304 filed June 6, 2011 with a priority date of June 6, 2010. The patent covers the Company’s comprehensive business method for collecting, processing, cryogenic storage and distribution of a biologic sample material. The Company has filed a continuation of the patent to cover addition claims and will file additional Continuation in Part claims for improvements that it has developed since the original patent filing, The Company has filed the following additional patents to extend its intellectual property to encompass additional aspects of the Company’s platform processing technologies. To date the following additional patent filings have been made: A business method for Collection, Cryogenic Storage and Distribution of a Biologic Sample Material US Serial No 13/702,304 filed June 6, 2011 with a priority date of June 6, 2010. Systems and Methods for the Digestion of Adipose Tissue Samples Obtained from a Client for Cryopreservation U.S. Serial No. 13/646,647 filed October 5, 2012 with a priority date of October 6, 2011. Compositions and Methods for Collecting, Washing, Cryopreserving, Recovering and Return of Lipoaspirates to Physician for Autologous Adipose Transfer Procedures PCT/US13/44621 filed June 6, 2013 with a priority date of June 7, 2013. Additionally, this patent has been filed European Union Application No. EPI3800847.9 and China Application No. 2013800391988. Stem Cell Based Therapeutic Devices and Methods U.S. Serial No. 14/196,616 filed March 4, 2014 with a priority dated of March 10, 2013. Autologous Serum for Transport of Isolated Stromal Vascular Fraction or Adipose Derived Stem Cells US Serial No. 14,250,338 filed in 2014 with a priority date of April 11, 2013. Human Serum for Cell Culture Medium for Clinical Growth of Human Adipose Stromal Cells, International PCT filing PCT/US/68350 filed December 31, 2015 with a priority date of December 31, 2014. During 2017 the Company extended the filing into China, the EU, India, Japan, the Kingdom of Saudi Arabia, Canada and Mexico. Systems and Methods to Isolate and Expand Stem Cells from Urine Provisional Application Number 62/335,426 Filed May 12, 2016. |
6. Debt
6. Debt | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | The following table describes the Company’s debt outstanding as of September 30, 2018: Debt Carrying Value Maturity Rate Bridge Notes $ 226,500 Demand 8.00 % Convertible Notes 40 cents $ 100,000 Fiscal 2020 8.00 % Convertible Notes 35 cents $ 83,500 Demand 8.00 % Convertible Notes 30 cents $ 45,000 Demand 8.00 % Convertible Notes 20 cents $ 155,000 Demand 8.00 % Convertible Notes 15 cents $ 40,000 Demand 8.00 % Capital Lease $ 93,387 Fiscal 2021 14.00 % The convertible notes are exercisable at any time and have exercise prices ranging from $0.15 to $0.40 with the amount of shares exercisable based on the face value of the convertible note. The holders of the bridge notes also have an option to purchase shares of the Company at $0.05 per share with the number of shares dependent upon the face value of the bridge note. As of the date of this report, 36,500 of these options remain outstanding. On April 6, 2018, the Company issued a debenture and received proceeds of $100,000. The debenture matures in March 2020 and has an exercise price of $.40 with interest at 8%. The entire Carrying Value of $100,000 is due in March 2020. As a result of the issue, the Company recognized interest expense of $100,000 as a beneficial conversion feature of the debenture which has been amortized over the life of the note. The Interest Expense due to the Beneficial Conversion Feature for the Year Ended September 30, 2018 was $25,000. |
7. Common Stock Issuances
7. Common Stock Issuances | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Common Stock Issuances | During fiscal 2017, the Company issued 91,667 shares and received proceeds of $13,750. During fiscal 2017, the Company issued 2,396,548 shares for Convertible Notes exercised at a value of $468,000. During fiscal 2017, the Company issued 2,640,000 shares for Options exercised at a value of $110,400. During fiscal 2017, the Company issued 425,000 shares to consultants for services rendered valued at $175,250. During fiscal 2017, the Company issued 534,656 shares to pay for interest due to holders of the bridge notes and convertible notes. The value of the interest paid was $149,805. During fiscal 2017, the Company issued 200,000 shares to pay an outstanding legal bill. The value of the stock issued was $210,000. During fiscal 2018, the Company issued 3,072,976 shares for Convertible Notes exercised at a value of $540,500. The share prices for these conversions were determined from the convertible note agreements. During fiscal 2018, the Company issued 1,145,000 shares for Options exercised at a value of $165,500. The share prices for these option exercises were determined from the option grants. During fiscal 2018, the Company issued 80,000 shares to consultants for services rendered valued at $64,050. The share prices were determined by the market price on the date the shares were issued. During fiscal 2018, the Company issued 118,461 shares to pay interest due to holders of the bridge notes and convertible notes. The value of the interest paid was $62,232. The share prices were determined by the an aggregate market price for the week in which the shares were issued. During fiscal 2018, the Company issued 219,290 shares to pay an outstanding legal bill. The shares issued were valued at $186,396. The share prices were determined by the market price on the date the shares were issued. During fiscal 2018, the Company issued 35,013 shares to build a “clean room” at the laboratory. The shares issued were valued at $33,262. The share prices were determined by the market price on the date the shares were issued. During fiscal 2018, the Company issued 115,890 for nine months of rent from May 2018 through January 2019. The shares issued were valued at $110,096. The share prices were determined by the market price on the date the shares were issued. |
8. Option Issuances
8. Option Issuances | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Option Issuances | The Company applies ASC 718, “Accounting for Stock-Based Compensation” to account for its option issues. Accordingly, all options granted are recorded at fair value using a generally accepted option pricing model at the date of the grant. The Company uses the Black-Sholes option pricing model to measure the fair values of its option grants. For purposes of determining the option values at issuance, the fair value of each option granted is measured at the date of the grant by the option pricing model using the parameters of the volatility of the Company’s share prices and the risk free interest rate. The options vest annually at the anniversary dates of the option grants, 50% the first year, 25% the second year and 25% the third year. Forfeitures are recognized as they occur. The number of options changed for 2017 but there is no material effect to Additional Paid-In Capital and the Accumulated Deficit as of 9/30/2018. The Company normally issues options to its key personnel and consultants at the end of each fiscal year or as may be included in retainer or employment agreements. The Company prepares an option agreement for each option grant that includes the date of the grant, the vesting schedule, the expiration date and other terms of the granted options. The Company’s option plan calls for the immediate expiration and cancellation of the granted options in the event of the termination of employment or the contract associated with the original option grant except for certain circumstances including retirement or disability. The Company’s method for exercising options is to require delivery of the executed option agreement with the payment of the option price to the Company by the option holder. Upon receipt and confirmation of payment of the exercise price by Company management, the Company prepares board minutes and issues instructions to the Company’s transfer agent to issue the requisite number of shares underlying the option exercise. Using the Black-Sholes valuation method, the Company issued options and recorded salaries and consulting expenses of $549,588 and $1,019,998 in fiscal years 2018 and 2017, respectively and there is approximately $100,000 of unrecognized expense due to unvested options. The fair value of the options issued in Fiscal 2018 and 2017 was calculated using the following assumptions: 2018 2017 Dividend yield 0.00 % 0.00 % Risk free interest rate 1.95 % 1.25-1.93 % Volatility 217.20 % 213.01-230.70 % Share Price $ 0.94 $ 0.44 Term in Years 5 3-5 The following is a summary of common stock options outstanding at September 30, 2018: Amount Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Term (Yrs) Outstanding, September 30, 2016 14,871,500 $0.05 - $0.40 $ 0.22 3.17 Granted 2,770,000 $0.40 Exercised (2,640,000 ) $0.01 - $0.35 Expired (225,000 ) $0.01 - $0.35 Forfeited — Outstanding, September 30, 2017 14,776,500 $0.05 - $0.40 $ 0.25 2.75 Granted 500,000 $0.01 Exercised (1,145,000 ) $0.01 - $0.40 Expired (1,825,000 ) $0.15 - $0.40 Forfeited — Outstanding, September 30, 2018 12,306,500 $0.05 - $0.40 $ 0.26 2.31 Exercisable, September 30, 2018 11,631,500 $0.05 - $0.40 $ 0.28 2.31 There were 675,000 unvested stock options as of September 30, 2018. The aggregate intrinsic value based on the closing share price as of September 30, 2018 is $5,671,235. |
9. Fair Values of Financial Ins
9. Fair Values of Financial Instruments | 12 Months Ended |
Sep. 30, 2018 | |
Financial Instruments, Owned, at Fair Value [Abstract] | |
Fair Values of Financial Instruments | Fair Value Measurements under generally accepted accounting principles clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement. The Company valued financial instruments at cost for Fiscal 2018 and Fiscal 2017. There are no items subject to accounting under the fair value hierarchy. |
10. Commitment And Contingencie
10. Commitment And Contingencies | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments & Contingencies | The Company was committed to a non-cancelable lease for 1,628 square feet lab space in South Brunswick, New Jersey for a rent of $5,343 per month. On May 1, 2018, the Company expanded its laboratory facilities by leasing an additional 722 square feet for a Clean Room. For the nine months from May 1, 2018 to January 2019, the rent increased to $7,732 per month. The Company paid for 50% of the rent for the nine month period by issuing shares of common stock to the landlord. Minimum lease payments under this lease are as follows: 2019 15,460 Total minimum lease payments $ 15,460 These remaining lease payments are due in cash. The Company also leases office space in Eatontown, New Jersey. The lease term is from May 1, 2018 to April 30, 2021 for $2,650 per month. Minimum payments for this lease are as follows: 2019 $ 31,800 2020 31,800 2021 18,550 Total minimum lease payments $ 82,150 Rent Expense was $148,261 for Fiscal 2018 and $94,854 for Fiscal 2017. The Company entered into a capital lease for lab equipment in 2018. The minimum lease payments due on the capital lease are as follows. 2019 42,235 2020 42,235 2021 28,157 Total minimum lease payments $ 112,628 Less amounts representing interest (19,241 ) Present value of net minimum lease payments $ 93,387 Depreciation expense for the leased equipment for Fiscal 2018 was $6,094. The Company is not party to any litigation against it and is not aware of any litigation contemplated against it as of September 30, 2018. |
11. Concentrations of Credit
11. Concentrations of Credit | 12 Months Ended |
Sep. 30, 2018 | |
Risks and Uncertainties [Abstract] | |
Concentrations of Credit | The Company received approximately 83% of its revenues in Fiscal 2018 from two clients, Cells on Ice and Boaxin; and 83% and 2017 from Cells on Ice, a network of physicians through which we market our services under the Cells on Ice brand, and ProStemCell, our licensee located in Hong Kong. The Company also had accounts receivable from Boaxin of $208,490 for the year ended September 30, 2018 and from Health Innovative Technologies of $100,000 for the year ended September 30, 2017. |
12. Investments
12. Investments | 12 Months Ended |
Sep. 30, 2018 | |
Investments [Abstract] | |
Investments | During fiscal year 2014, the Company invested $1,000 in a joint venture. The joint venture is called Autogenesis Corporation and was incorporated in the state of Florida. The Company and its two chief executives own 50% of Autogenesis. Autogenesis was formed for the purpose of developing a wound healing protocol. The Company has no further obligations to Autogenesis and the joint venture will be responsible for its own funding. Autogenesis has no material business operations since its inception. During the first quarter of 2018, the Company invested $300,000 in Baoxin Ltd., a Chinese company that is involved in tissue storage and processing in Baoxin, China. Baoxin is not a publically traded corporation and the investment is carried at cost at September 30, 2018. The Company annually reviews its investments for impairment and has determined that no impairment of its investment is necessary for Fiscal 2018. Baoxin will develop, own and operate multiple laboratory/treatment/training facilities in China using the American CryoStem’s intellectual property. American CryoStem has received an upfront fee of $300,000 USD and a 5 year minimum annual guarantee of $500,000 USD per year from Baoxin. Additionally, as part of the transaction American CryoStem has invested $300,000 into Baoxin to obtain 5% minority equity in Baoxin (China) and an option to acquire up to a 20% equity ownership interest in its Regenerative Medicine Center in Hong Kong (HK). The short term goals are to set up two additional GMO grade adipose tissue processing and storage facilities in Beijing and Shanghai to cover the need of the whole China region, and a proper education facility in China to promote the use of ATGRAFT as a more natural dermal filler over artificial fillers. |
13. Related Party Transactions
13. Related Party Transactions | 12 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | The Company was indebted to a company that is majority owned by the Company’s two officers in the amount of $107,189 for Fiscal 2018 and $108,651 for Fiscal 2017. The advances are unsecured, and carry no interest rate and are collectible at the discretion of the company’s two officers/directors. The officers/directors do not anticipate collecting this in Fiscal 2019. The Company has accrued salaries for Mr. Arnone and Mr. Dudzinski and we do not foresee paying the accrued amounts until the Company has adequate funds to do so. The company paid Mr. Arnone consulting fees of $59,500 in Fiscal 2018 and $63,500 in Fiscal 2017. The company paid Mr. Dudzinski consulting fees of $59,500 in Fiscal 2018 and $61,500 in Fiscal 2017. |
14. Income Taxes
14. Income Taxes | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Provision for income taxes is comprised of the following: Sept 30, 2018 Sept 30, 2017 Net loss before provision for income taxes $ (1,490,512 ) $ (1,222,007 ) Current tax expense: Federal $ 0 $ 0 State 0 0 Total $ 0 $ 0 Less deferred tax benefit: Tax loss carry forwards $ (7,029,418 ) $ (5,538,905 ) Allowance for recoverability 7,029,418 5,538,905 Provision for income taxes $ 0 $ 0 A reconciliation of provision for income taxes at the statutory rate to provision for income taxes at the Company’s effective tax rate is as follows: Statutory U.S. federal rate 24.5 % 34 % Statutory state and local income tax 10 % 10 % Less allowance for tax recoverability (34.5) % (44) % Effective rate 0 % 0 % The effective tax rate for the year ended September 30, 2018 was significantly impacted by recording the impact of the Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017 by the U.S. government. The Tax Act makes broad and complex changes to the U.S. tax code that affect our fiscal year ended September 30, 2018, including, but not limited to, (1) reducing the U.S. federal corporate tax rate and (2) requiring a one-time transition tax on certain un-repatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act reduces the federal corporate tax rate to 21.0% effective January 1, 2018. In accordance with Section 15 of the Internal Revenue Code, we will utilize a blended rate of 24.5% for our fiscal 2018 tax year, by applying a prorated percentage of the number of days prior to and subsequent to the January 1, 2018 effective date. The Deemed Repatriation Transition Tax (the “Transition Tax”) is a tax on previously untaxed accumulated earnings and profits (“E&P”) of certain of our foreign subsidiaries. Since there is no accumulated earnings and profits, we have determined that the “Transition Tax” does not affect the Company. We have no “Transition Tax liability. On December 22, 2017, the SEC issued Staff Accounting Bulletin (“SAB 118”), which provides guidance on accounting for tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Tax Act. While we are able to make reasonable estimates of the impact of the reduction in corporate rate and the deemed repatriation transition tax, the final impact of the Tax Act may differ from these estimates, due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the I.R.S., and actions we may take. We are continuing to gather additional information to determine the final impact. Our subsidiaries are located in foreign jurisdictions Hong Kong and China with minimal operations. The Company intends to engage local accounting and tax preparation professionals to handle all local tax matters. |
15. Non-Cash Transactions
15. Non-Cash Transactions | 12 Months Ended |
Sep. 30, 2018 | |
Non-cash Transactions | |
Non-Cash Transactions | As an addendum the consolidated statements of cash flows, the following non-cash transactions occurred in fiscal years 2018 and 2017: The Company issued shares of common stock to pay a legal bill valued at $186,396 in 2018 and $210,000 in 2017. The Company issued shares of common stock to pay interest expense on the convertible notes and bridge notes of $62,232 and $149,805 in fiscal years 2018 and 2017, respectively. The Company issued shares of common stock for the conversion of notes in the amount of $540,500 and $460,000 in fiscal years 2018 and 2017, respectively. The Company issued shares of common stock in 2018 for nine months of rent at the Laboratory Facility, for the months from May 2018 through January 2019 valued at $110,096. The Company issued common stock in Fiscal 2018 to build a “Clean Room” at the Laboratory Facility valued at $33,262. |
16. Subsequent Events
16. Subsequent Events | 12 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | The Company has made a review of material subsequent events from September 30, 2018 through the date of issuance of this report. There are no subsequent events to report as of the issuance of this report. |
1. Organization of the Compan_2
1. Organization of the Company and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | The preparation of the financial statements in conformity with United States generally accepted accounting principles (“GAAP”) uniformly applied requires management to make reasonable estimates and assumptions that affect the reported amounts of the assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses at the date of the financial statements and for the period they include. Actual results may differ from these estimates. |
Cash | For the purpose of calculating changes in cash flows, cash includes all cash balances and highly liquid short-term investments with an original maturity of three months or less. Occasionally, the Company maintains cash balances at financial institutions that exceed federally insured limits. |
Revenue Recognition | The Company recognizes tissue storage revenue from the processing of adipose tissue into usable stem cells once all the procedures have been performed and the client sample has been stored in the Company’s cryogenic storage tank. Product Sales revenues are recognized when the product has shipped. Storage revenues for stored client samples are recognized on an annual basis on the anniversary date of the storage. Royalties from the licensing of the Company’s assets and Consulting Fees are recognized when earned and collection is reasonably assured. Management evaluated its various revenues to determine whether there are different operating segments based upon their respective source of revenue. Management determined at this time that all types of revenue currently represent one segment. |
Reclassifications | Some of the balances for Fiscal 2017 have been reclassified. None of these reclassifications affect the presentation of the Company’s financial position or results of operations. |
Advertising | Advertising Cost are reported as they are incurred. Advertising Costs were $5,100 for Fiscal 2018 and $5,084 for Fiscal 2017, which is in Sales and Marketing Expenses within the Consolidated Statements of Operations. |
Bad Debt Expense | The Company provides, through charges to income or loss, a charge for bad debt expense, which is based upon management’s evaluation of numerous factors. These factors include economic conditions prevailing, a predictive analysis of the outcome of the current portfolio by client, and prior credit loss experience of each client. The Company uses the information from this analysis to develop an estimate of bad debt reserve based upon the amount of accounts receivable by client at the balance sheet date. The Allowance for Doubtful Accounts was $0 at September 30, 2018 and $23,436 at September 30, 2017. |
Inventory | Inventory is valued at lower of cost or market using the first in, first out method. Inventory consists of the disposables and materials used to create production kits, for processing of adipose tissue and cellular samples, the manufacture of Medias used to prepare the samples and cryoprotectant for the storage of the samples. Inventory was composed of Raw Materials and Finished Goods, which was valued at $33,698 at September 30, 2018 and $27,704 at September 30, 2017. |
Long Lived Assets | The Company reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of the asset and its eventual disposition is less than its carrying amount. |
Fixed Assets | Fixed assets are stated at cost. Depreciation expense is computed using the straight-line method over the estimated useful life of the assets, which is estimated as follows: Office Equipment 5 years Lab Equipment & Furniture 7 years Lab Software 5 years Leasehold Improvements 15 years |
Income taxes | The Company accounts for income taxes in accordance with generally accepted accounting principles which require an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between financial statement and income tax bases of assets and liabilities that will result in taxable income or deductible expenses in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets and liabilities to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period adjusted for the change during the period in deferred tax assets and liabilities. The Company follows the accounting requirements associated with uncertainty in income taxes using the provisions of Financial Accounting Standards Board (FASB) ASC 740, Income Taxes. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. It also provides guidance for derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of September 30, 2018 and September 30, 2017, the Company has no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. All tax returns from fiscal years 2014 to 2017 are subject to IRS and State of New Jersey audit. |
Recently Issued Accounting Pronouncements | In February 2016, the FASB issued ASU No. 2016-02 which supersedes ASC 840, Accounting for Leases In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers In February 2018 the FASB Issued ASU No. 2018-02 Income Statement – Reporting Comprehensive Income (Topic 220) |
1. Organization of the Compan_3
1. Organization of the Company and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of estimated useful life of the assets | Office Equipment 5 years Lab Equipment & Furniture 7 years Lab Software 5 years Leasehold Improvements 15 years |
3. Loss per share (Tables)
3. Loss per share (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of computation of net loss per share | 2018 2017 Net Gain (Loss) $ (1,490,513 ) $ (1,222,007 ) Weighted average shares outstanding, basic and diluted 46,216,368 37,973,803 Basic & fully diluted net loss per common share $ (0.03 ) $ (0.03 ) |
4. Fixed Assets (Tables)
4. Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of summary of fixed assets | September 30, 2018 September 30, 2017 Laboratory Equipment $ 416,879 $ 278,027 Laboratory Leasehold Improvements 84,608 10,666 Laboratory Furniture 1,841 642 Office Equipment 23,988 23,988 Office Leasehold Improvements 2,650 2,650 Office Furniture 1,812 1,812 Accumulated Depreciation (287,071 ) (265,428 ) Net Property and Equipment $ 244,707 $ 52,357 |
6. Debt (Tables)
6. Debt (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of debt outstanding | Debt Carrying Value Maturity Rate Bridge Notes $ 226,500 Demand 8.00 % Convertible Notes 40 cents $ 100,000 Fiscal 2020 8.00 % Convertible Notes 35 cents $ 83,500 Demand 8.00 % Convertible Notes 30 cents $ 45,000 Demand 8.00 % Convertible Notes 20 cents $ 155,000 Demand 8.00 % Convertible Notes 15 cents $ 40,000 Demand 8.00 % Capital Lease $ 93,387 Fiscal 2021 14.00 % |
8. Option Issuances (Tables)
8. Option Issuances (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Assumptions | 2018 2017 Dividend yield 0.00 % 0.00 % Risk free interest rate 1.95 % 1.25-1.93 % Volatility 217.20 % 213.01-230.70 % Share Price $ 0.94 $ 0.44 Term in Years 5 3-5 |
Schedule of summary of common stock options outstanding | Amount Exercise Price Range Weighted Average Exercise Price Weighted Average Remaining Term (Yrs) Outstanding, September 30, 2016 14,871,500 $0.05 - $0.40 $ 0.22 3.17 Granted 2,770,000 $0.40 Exercised (2,640,000 ) $0.01 - $0.35 Expired (225,000 ) $0.01 - $0.35 Forfeited — Outstanding, September 30, 2017 14,776,500 $0.05 - $0.40 $ 0.25 2.75 Granted 500,000 $0.01 Exercised (1,145,000 ) $0.01 - $0.40 Expired (1,825,000 ) $0.15 - $0.40 Forfeited — Outstanding, September 30, 2018 12,306,500 $0.05 - $0.40 $ 0.26 2.31 Exercisable, September 30, 2018 11,631,500 $0.05 - $0.40 $ 0.28 2.31 |
10. Commitments & Contingencies
10. Commitments & Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Minimum operating lease payments | On May 1, 2018, the Company expanded its laboratory facilities by leasing an additional 722 square feet for a Clean Room. For the nine months from May 1, 2018 to January 2019, the rent increased to $7,732 per month. The Company paid for 50% of the rent for the nine month period by issuing shares of common stock to the landlord. Minimum lease payments under this lease are as follows: 2019 15,460 Total minimum lease payments $ 15,460 The Company also leases office space in Eatontown, New Jersey. The lease term is from May 1, 2018 to April 30, 2021 for $2,650 per month. Minimum payments for this lease are as follows: 2019 $ 31,800 2020 31,800 2021 18,550 Total minimum lease payments $ 82,150 |
Minimum capital lease payments | 2019 42,235 2020 42,235 2021 28,157 Total minimum lease payments $ 112,628 Less amounts representing interest (19,241 ) Present value of net minimum lease payments $ 93,387 |
14. Income Taxes (Tables)
14. Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Provision for income taxes | Sept 30, 2018 Sept 30, 2017 Net loss before provision for income taxes $ (1,490,512 ) $ (1,222,007 ) Current tax expense: Federal $ 0 $ 0 State 0 0 Total $ 0 $ 0 Less deferred tax benefit: Tax loss carry forwards $ (7,029,418 ) $ (5,538,905 ) Allowance for recoverability 7,029,418 5,538,905 Provision for income taxes $ 0 $ 0 |
Income tax reconciliation | Statutory U.S. federal rate 24.5 % 34 % Statutory state and local income tax 10 % 10 % Less allowance for tax recoverability (34.5) % (44) % Effective rate 0 % 0 % |
1. Organization of the Compan_4
1. Organization of the Company and Significant Accounting Policies (Details) | 12 Months Ended |
Sep. 30, 2018 | |
Office Equipment | |
Estimated useful life of assets | 5 years |
Lab Equipment and Furniture | |
Estimated useful life of assets | 7 years |
Lab Software | |
Estimated useful life of assets | 15 years |
1. Organization of the Compan_5
1. Organization of the Company and Significant Accounting Policies - Summary of estimated useful life (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Accounting Policies [Abstract] | ||
Advertising costs | $ 5,100 | $ 5,084 |
Bad debt reserve | 0 | 23,436 |
Inventory | $ 33,698 | $ 27,704 |
3. Loss Per Share (Details)
3. Loss Per Share (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings Per Share [Abstract] | ||
Net (gain) loss | $ (1,490,512) | $ (1,222,007) |
Weighted average shares outstanding, basic and diluted | 46,216,368 | 37,973,803 |
Basic & fully diluted net loss per common share | $ (0.03) | $ (0.03) |
3. Loss Per Share (Details Narr
3. Loss Per Share (Details Narrative) - shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Stock Options | ||
Shares excluded from computation of earnings per share | 11,631,500 | 11,631,500 |
Warrants | ||
Shares excluded from computation of earnings per share | 13,941,500 | 13,941,500 |
Convertible Notes | ||
Shares excluded from computation of earnings per share | 1,680,237 | 4,503,214 |
4. Fixed Assets (Details)
4. Fixed Assets (Details) - USD ($) | Sep. 30, 2018 | Sep. 30, 2017 |
Accumulated depreciation | $ (287,071) | $ (265,428) |
Fixed assets, net | 244,707 | 52,357 |
Laboratory Equipment | ||
Fixed assets, gross | 416,879 | 278,027 |
Laboratory Leasehold Improvements | ||
Fixed assets, gross | 84,608 | 10,666 |
Laboratory Furniture | ||
Fixed assets, gross | 1,841 | 642 |
Office Equipment | ||
Fixed assets, gross | 23,988 | 23,988 |
Office Leasehold Improvements | ||
Fixed assets, gross | 2,650 | 2,650 |
Office Furniture | ||
Fixed assets, gross | $ 1,812 | $ 1,812 |
4. Fixed Assets (Details Narrat
4. Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 21,644 | $ 35,486 |
5. Patent & Patents Filings (De
5. Patent & Patents Filings (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Amortization expense | $ 5,337 | $ 1,994 |
Unamortized costs of patents | $ 291,027 | $ 276,887 |
6. Debt (Details)
6. Debt (Details) | 12 Months Ended |
Sep. 30, 2018USD ($) | |
Bridge Notes | |
Carrying value | $ 226,500 |
Maturity | Demand |
Rate | 8.00% |
Convertible Notes | |
Carrying value | $ 100,000 |
Maturity | Fiscal 2,020 |
Rate | 8.00% |
Convertible Notes | |
Carrying value | $ 83,500 |
Maturity | Demand |
Rate | 8.00% |
Convertible Notes | |
Carrying value | $ 45,000 |
Maturity | Demand |
Rate | 8.00% |
Convertible Notes | |
Carrying value | $ 155,000 |
Maturity | Demand |
Rate | 8.00% |
Convertible Notes | |
Carrying value | $ 40,000 |
Maturity | Demand |
Rate | 8.00% |
Capital Lease | |
Carrying value | $ 93,387 |
Maturity | Fiscal 2,021 |
Rate | 14.00% |
8. Option Issuances (Details)
8. Option Issuances (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Dividend yield | 0.00% | 0.00% |
Risk free interest rate | 1.95% | |
Volatility | 217.20% | |
Share price | $ .94 | $ .44 |
Term in years | 4 years | |
Minimum | ||
Risk free interest rate | 1.25% | |
Volatility | 213.01% | |
Term in years | 3 years | |
Maximum | ||
Risk free interest rate | 1.93% | |
Volatility | 230.70% | |
Term in years | 5 years |
8. Option Issuances (Details 1)
8. Option Issuances (Details 1) - $ / shares | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||
Number of options outstanding, beginning | 14,776,500 | 14,871,500 |
Number of options granted | 500,000 | 2,770,000 |
Number of options expired | (1,145,000) | (2,640,000) |
Number of options exercised | (1,825,000) | (225,000) |
Number of options forfeited | 0 | 0 |
Number of options outstanding, ending | 12,306,500 | 14,776,500 |
Number of options exercisable | 11,631,500 | |
Range of exercise price options outstanding, beginning | $0.05 - $0.40 | $0.05 - $0.40 |
Range of exercise price options granted | $ 0.01 | $ 0.40 |
Range of exercise price options expired | $0.01 - $0.40 | $0.01 - $0.35 |
Range of exercise price options exercised | $0.01 - $0.40 | $0.01 - $0.35 |
Range of exercise price options outstanding, ending | $0.05 - $0.40 | $0.05 - $0.40 |
Range of exercise price options exercisable | $0.05 - $0.40 | |
Weighted average exercise price outstanding, beginning | $ 0.25 | $ 0.22 |
Weighted average exercise price outstanding, ending | .26 | $ 0.25 |
Weighted average exercise price exercisable | $ .28 | |
Weighted average remaining term, beginning | 2 years 9 months | 3 years 2 months 1 day |
Weighted average remaining term, ending | 2 years 3 months 22 days | 2 years 9 months |
Weighted average remaining term exercisable | 2 years 3 months 22 days |
8. Option Issuances (Details Na
8. Option Issuances (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Equity [Abstract] | ||
Salaries and consulting expense | $ 549,588 | $ 1,019,998 |
11. Commitments & Contingencies
11. Commitments & Contingencies (Details) | Sep. 30, 2018USD ($) |
Clean Room | |
2,019 | $ 15,460 |
Total minimum lease payments | 15,460 |
Eatontown | |
2,019 | 31,800 |
2,020 | 31,800 |
2,021 | 18,550 |
Total minimum lease payments | $ 82,150 |
11. Commitments & Contingenci_2
11. Commitments & Contingencies (Details 1) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,019 | $ 42,235 |
2,020 | 42,235 |
2,021 | 28,157 |
Total minimum lease payments | 112,628 |
Less amounts representing interest | (19,241) |
Present value of net minimum lease payments | $ 93,387 |
11. Commitments & Contingenci_3
11. Commitments & Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 148,261 | $ 94,854 |
13. Related Party Transactions
13. Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Due to related parties | $ 107,189 | $ 108,651 |
Mr. Arnone | ||
Consulting fees | 59,500 | 63,500 |
Mr. Dudzinski | ||
Consulting fees | $ 59,500 | $ 61,500 |
14. Income Taxes (Details)
14. Income Taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net loss before provision for income taxes | $ (1,490,512) | $ (1,222,007) |
Current: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Total Current | 0 | 0 |
Less Deferred Tax Benefit: | ||
Tax loss carryforwards | (7,029,418) | (5,538,905) |
Allowance for recoverability | 7,029,418 | 5,538,905 |
Provision for income taxes | $ 0 | $ 0 |
14. Income Taxes (Details 1)
14. Income Taxes (Details 1) | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||
Statutory U.S. federal rate | 24.50% | 34.00% |
Statutory state and local income tax | 10.00% | 10.00% |
Less allowance for tax carryforward | (34.50%) | (44.00%) |
Effective rate | 0.00% | 0.00% |