Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Dec. 22, 2017 | Mar. 31, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | DigiPath,Inc. | ||
Entity Central Index Key | 1,502,966 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 6,957,404 | ||
Entity Common Stock, Shares Outstanding | 37,285,676 | ||
Trading Symbol | DIGP | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Current assets: | ||
Cash | $ 178,177 | $ 135,390 |
Accounts receivable | 266,613 | 98,441 |
Prepaid expenses | 73,750 | 24,246 |
Deposits | 25,647 | 39,850 |
Total current assets | 544,187 | 297,927 |
Fixed assets, net | 1,027,049 | 1,139,748 |
Available-for-sale securities | 9,200 | |
Total Assets | 1,571,236 | 1,446,875 |
Current liabilities: | ||
Accounts payable | 121,994 | 157,666 |
Accrued expenses | 42,004 | 54,247 |
Total current liabilities | 163,998 | 211,913 |
Total Liabilities | 163,998 | 211,913 |
Stockholders' Equity: | ||
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; 1,897,942 and 3,520,442 shares issued and outstanding at September 30, 2017 and 2016, respectively | 1,898 | 3,520 |
Common stock, $0.001 par value, 90,000,000 shares authorized; 35,027,118 and 22,491,041 shares issued and outstanding at September 30, 2017 and 2016, respectively | 35,027 | 22,491 |
Additional paid-in capital | 12,866,984 | 11,681,282 |
Accumulated other comprehensive loss | (40,800) | |
Accumulated (deficit) | (11,496,671) | (10,431,531) |
Total Stockholders' Equity | 1,407,238 | 1,234,962 |
Total Liabilities and Stockholders' Equity | $ 1,571,236 | $ 1,446,875 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Series A convertible preferred stock, shares issued | 1,897,942 | 3,520,442 |
Series A convertible preferred stock, shares outstanding | 1,897,942 | 3,520,442 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 35,027,118 | 22,491,041 |
Common stock, shares outstanding | 35,027,118 | 22,491,041 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||
Revenues | $ 1,898,172 | $ 818,583 |
Cost of sales | 904,166 | 380,036 |
Gross profit | 994,006 | 438,547 |
Operating expenses: | ||
General and administrative | 1,257,745 | 1,260,823 |
Professional fees | 1,001,289 | 1,785,819 |
Bad debts expense | 42,180 | 274,375 |
Total operating expenses | 2,301,214 | 3,321,017 |
Operating loss | (1,307,208) | (2,882,470) |
Other income (expense): | ||
Other income | 282,068 | 154,000 |
Interest income | 10,000 | 10,000 |
Loss on impairment of securities available-for-sale | (50,000) | |
Gain on early extinguishment of debt | 12,133 | |
Equity in losses of unconsolidated entity | (992,682) | |
Total other income (expense) | 242,068 | (816,549) |
Net loss | (1,065,140) | (3,699,019) |
Available-for-sale investments: | ||
Change in net unrealized loss (net of tax effect) | (4,800) | |
Comprehensive loss | $ (1,065,140) | $ (3,703,819) |
Weighted average number of common shares outstanding - basic and fully diluted | 29,321,193 | 18,438,048 |
Net (loss) per share - basic and fully diluted | $ (0.04) | $ (0.20) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Non-Controlling Interest [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Sep. 30, 2015 | $ 4,351 | $ 13,763 | $ 10,224,551 | $ (343,533) | $ (36,000) | $ (7,847,418) | $ 2,015,714 |
Balance, shares at Sep. 30, 2015 | 4,351,442 | 13,762,705 | |||||
Deconsolidation of subsidiary, Digipath Corp | (408,941) | 343,533 | 1,114,906 | 1,049,498 | |||
Units of common stock and warrants sold for cash | $ 3,033 | 456,967 | 460,000 | ||||
Units of common stock and warrants sold for cash, shares | 3,033,336 | ||||||
Common stock issued for services | $ 1,840 | 293,318 | 295,158 | ||||
Common stock issued for services, shares | 1,840,000 | ||||||
Common stock options issued for services | 1,118,411 | 1,118,411 | |||||
Cancellation of preferred stock | $ (60) | 60 | |||||
Cancellation of preferred stock, shares | (60,000) | ||||||
Conversion of preferred stock to common stock | $ (771) | $ 3,855 | (3,084) | ||||
Conversion of preferred stock to common stock, shares | (771,000) | 3,855,000 | |||||
Unrealized loss on available-for-sale securities | (4,800) | (4,800) | |||||
Net loss | (3,699,019) | (3,699,019) | |||||
Balance at Sep. 30, 2016 | $ 3,520 | $ 22,491 | 11,681,282 | (40,800) | (10,431,531) | 1,234,962 | |
Balance, shares at Sep. 30, 2016 | 3,520,442 | 22,491,041 | |||||
Units of common stock and warrants sold for cash | $ 3,499 | 557,001 | 560,500 | ||||
Units of common stock and warrants sold for cash, shares | 3,498,577 | ||||||
Common stock issued for services | $ 925 | 245,455 | 246,380 | ||||
Common stock issued for services, shares | 925,000 | ||||||
Common stock options issued for services | 389,736 | 389,736 | |||||
Conversion of preferred stock to common stock | $ (1,622) | $ 8,112 | (6,490) | ||||
Conversion of preferred stock to common stock, shares | (1,622,500) | 8,112,500 | |||||
Realized loss on available-for-sale securities | 40,800 | 40,800 | |||||
Net loss | (1,065,140) | (1,065,140) | |||||
Balance at Sep. 30, 2017 | $ 1,898 | $ 35,027 | $ 12,866,984 | $ (11,496,671) | $ 1,407,238 | ||
Balance, shares at Sep. 30, 2017 | 1,897,942 | 35,027,118 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,065,140) | $ (3,699,019) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Bad debts expense | 42,180 | 274,375 |
Depreciation and amortization expense | 253,535 | 244,580 |
Stock issued for services | 246,380 | 295,158 |
Options and warrants granted for services | 389,736 | 1,118,411 |
Realized loss on available-for-sale securities | 50,000 | |
Gain on early extinguishment of debt | (12,133) | |
Equity in losses of unconsolidated entity | 992,682 | |
Decrease (increase) in assets: | ||
Accounts receivable | (210,352) | (103,545) |
Prepaid expenses | (49,504) | (979) |
Deposits | 14,203 | (675) |
Increase (decrease) in liabilities: | ||
Accounts payable | (35,672) | 128,666 |
Accrued expenses | (12,243) | 32,576 |
Deferred revenues | (4,167) | |
Net cash used in operating activities | (376,877) | (734,070) |
Cash flows from investing activities | ||
Cash disposed in divestiture of unconsolidated entity | (57,876) | |
Purchase of fixed assets | (140,836) | (13,759) |
Net cash used in investing activities | (140,836) | (71,635) |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 560,500 | 460,000 |
Net cash provided by financing activities | 560,500 | 460,000 |
Net increase (decrease) in cash | 42,787 | (345,705) |
Cash - beginning | 135,390 | 481,095 |
Cash - ending | 178,177 | 135,390 |
Supplemental disclosures: | ||
Interest paid | ||
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Value of preferred stock converted to common stock | $ 1,622,500 | $ 831,000 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Significant Accounting Policies | Note 1 – Nature of Business and Significant Accounting Policies Nature of Business Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) supports the cannabis industry’s best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Our business units are described below. ● Digipath Labs, Inc ● The National Marijuana News Corp Basis of Accounting The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2016: State of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Consolidated Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in losses of unconsolidated entity” in the Consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investment in Unconsolidated Entity” in the Company’s Consolidated Balance Sheets. Our share of the losses in Digipath Corp. have exceeded our investment, therefore there we no longer carry an asset on the balance sheets, or a noncontrolling interest within the statements of operations. U.S. GAAP considers a change in reporting entity to include “changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented.” Circumstances may arise where a parent’s controlling financial interest (e.g., generally an ownership interest in excess of 50 percent of the outstanding voting stock) is reduced to a noncontrolling investment that still enables it to exercise significant influence over the operating and financial policies of the investee. A change that results from changed facts and circumstances (such as a partial sale of a subsidiary), where there was only one acceptable method of accounting prior to the change in circumstances (consolidation) and only one acceptable method of accounting after the change (equity method accounting), is not a change in reporting entity and is not be accounted for retrospectively. Accordingly, a change from a controlling interest to a noncontrolling investment accounted for under the equity method is accounted for prospectively from the date of change in control. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Reclassifications Prior year depreciation and amortization amounts of $244,580 have been reclassified to general and administrative expenses to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $32,180 and $-0- as of September 30, 2017 and 2016, respectively. Fixed Assets Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years Office equipment 5 years Furniture and fixtures 5 years Lab equipment 7 years Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. Marketable Securities The Company classifies its debt and marketable equity securities into held-to-maturity, trading, or available-for-sale categories. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale. Held-to-maturity securities are recorded as either short-term or long-term on the balance sheet based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held-to-maturity or as trading are classified as available-for-sale and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in shareholders’ equity. Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and amortized over the term of the agreement. With respect to our cannabis lab testing revenues, we sell our services on a determinable fixed fee per test, or panel of tests basis, and offer a discounted price for customers that agree to enter into exclusive, long term contracts or certain volume commitments. We typically require payment within thirty days of the delivery of results. Revenues are recognized upon the substantial completion of the tests when collectability is reasonably assured, which is usually upon delivery of results to the customer. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $138,026 and $121,610 for the years ended September 30, 2017 and 2016, respectively. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended September 30, 2017 and 2016, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying consolidated financial statements, the Company has incurred recurring losses from operations resulting in an accumulated deficit of ($11,496,671), and as of September 30, 2017, the Company’s cash on hand may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute toward achieving profitability. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Appointment of Joseph J. Bianco as Chief Executive Officer On June 21, 2016, the Board appointed Joseph J. Bianco, one of our directors, to serve as the Company’s Chief Executive Officer. As described further below, Todd Denkin, the Company’s Chief Executive Officer prior to such appointment, now serves as the Company’s President and Chief Operating Officer, and as the President of Digipath’s wholly-owned subsidiaries, Digipath Labs, Inc. and TNM News Corp. In connection with his appointment as Chief Executive Officer, Mr. Bianco entered into an Employment Agreement with the Company dated June 21, 2016 for a three year term, and providing for an initial base salary of $96,000 per annum and a car allowance of $1,250 per month. Pursuant to this Employment Agreement, Mr. Bianco was awarded a stock option to purchase 4,750,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The option vests immediately as to one-half of the shares, one year from the grant date as to one-quarter of the shares, and two years following the grant date as to the remaining one-quarter of the shares. The Employment Agreement also terminated the letter agreement between Mr. Bianco’s affiliate and the Company pursuant to which Mr. Bianco had provided consulting services to the Company. Todd Denkin Amended and Restated Employment Agreement In connection with Mr. Bianco’s appointment as the Company’s Chief Executive Officer, on June 21, 2016, the Company entered into an Amended and Restated Employment Agreement with Todd Denkin, pursuant to which Mr. Denkin continues to serve as the Company’s President, and in addition as its Chief Operating Officer, and as the President of Digipath’s wholly-owned subsidiaries, Digipath Labs, Inc. and TNM News Corp. In addition, the term of Mr. Denkin’s employment has been extended for a period of three years from June 21, 2016, and he will continue to be paid a base salary of $192,000 per annum, and receives a car allowance of $750 per month. Pursuant to the Amended and Restated Employment Agreement, Mr. Denkin was awarded a stock option to purchase 2,500,000 shares of the Company’s common stock at an exercise price of $0.20 per share. The option vests immediately as to one-half of the shares, one year from the grant date as to one-quarter of the shares, and two years following the grant date as to the remaining one-quarter of the shares. Stock Issued to CFO for Services On March 1, 2017, the Company issued 25,000 shares of common stock to its CFO as a bonus for services rendered. The aggregate fair value of the common stock was $6,623 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On September 30, 2016, the Company issued 300,000 shares of common stock to its CFO as a bonus for services rendered. The aggregate fair value of the common stock was $59,970 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. Options Issued to CFO for Services On June 19, 2015, the Company granted an option to purchase 100,000 shares of common stock as compensation for services to our Chief Financial Officer. The option vests ratably in quarterly increments over one (1) year beginning September 19, 2015. The options are exercisable until June 19, 2025 at an exercise price of $0.33 per share. The estimated fair value using the Black-Scholes Pricing Model, based on a volatility rate of 237% and a call option value of $0.3274, was $32,744. The option was expensed over the vesting period. Stock Issued to Director for Services On February 22, 2017, the Company issued 100,000 shares of common stock to Dr. Alfredo Axtmayer in connection with his appointment to our Board of Directors. The aggregate fair value of the common stock was $34,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 4 – Fair Value of Financial Instruments Under FASB ASC 820-10-5, fair value is defined 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 (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2017 and 2016, respectively: Fair Value Measurements at September 30, 2017 Level 1 Level 2 Level 3 Assets Cash $ 178,177 $ - $ - Total assets 178,177 - - Liabilities None - - - Total liabilities - - - $ 178,177 $ - $ - Fair Value Measurements at September 30, 2016 Level 1 Level 2 Level 3 Assets Cash $ 135,390 $ - $ - Available-for-sale securities 9,200 - - Total assets 144,590 - - Liabilities None - - - Total liabilities - - - $ 144,590 $ - $ - The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended September 30, 2017 or 2016. We recognized other than temporary impairment losses of $50,000 on our available-for-sale securities during the year ended September 30, 2017. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Sep. 30, 2017 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable was $266,613 and $98,441 at September 30, 2017 and 2016, respectively, net of allowance for uncollectible accounts of $32,180 and $-0- at September 30, 2017 and 2016, respectively. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 6 – Fixed Assets Fixed assets consist of the following at September 30, 2017 and 2016: For the Years Ended September 30, 2017 2016 Software $ 121,617 $ 121,617 Office equipment 36,080 36,080 Furniture and fixtures 14,285 2,357 Lab equipment 938,450 811,623 Leasehold improvements 489,147 487,066 1,599,579 1,458,743 Less: accumulated depreciation (572,530 ) (318,995 ) Total $ 1,027,049 $ 1,139,748 On October 1, 2016, we disposed of fixed assets with a net book value of $3,122 pursuant to the deconsolidation of Digipath Corp. The fixed assets consisted of furniture and fixtures with a historical cost basis of $48,779 and software with a historical cost basis of $10,019, and accumulated depreciation of $48,779 and $6,897, respectively. No gain or loss was recognized on the disposals. Depreciation and amortization expense totaled $253,535 and $244,580 for the years ended September 30, 2017 and 2016, respectively. |
Available-for-Sale Securities
Available-for-Sale Securities | 12 Months Ended |
Sep. 30, 2017 | |
Schedule of Investments [Abstract] | |
Available-for-Sale Securities | Note 7 – Available-for-Sale Securities Available-for-sale securities consisted of 400,000 shares of common stock of Blue Line Protection Group, Inc., a Nevada corporation, acquired from the issuer in March of 2015 for $50,000. These shares were evaluated and determined to be impaired on an ‘other than temporary’ basis on September 30, 2017, resulting in a loss of $50,000. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8 – Stockholders’ Equity Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock (“Series A Preferred”). As of September 30, 2017, there are 1,897,942 shares of Series A Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Effective as of April 4, 2014, the designations, rights and preferences of the preferred shares changed to blank check preferred. The conversion price of the Series A Preferred is currently $0.20 per share. The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,897,942 shares of Series A Preferred outstanding at September 30, 2017 are convertible into 9,489,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice. Additional terms of the Series A Preferred include the following: ● The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends. ● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. ● Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. ● Consent of the holders of the outstanding Series A Preferred is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to the Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion. Preferred Stock Conversions for the Year Ended September 30, 2017 For the year ended September 30, 2017, a total of 1,622,500 shares of Series A Preferred were converted into 8,112,500 shares of common stock. The stock was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Preferred Stock Conversions for the Year Ended September 30, 2016 For the year ended September 30, 2016, a total of 771,000 shares of Series A Preferred were converted into 3,855,000 shares of common stock. The stock was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Common stock consists of $0.001 par value, 90,000,000 shares authorized, of which 35,027,118 shares were issued and outstanding as of September 30, 2017. Common Stock Sales for the Year Ended September 30, 2017 On August 25, 2017, the Company sold 33.333 units, consisting of 333,334 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On August 25, 2017, the Company sold 7 units, consisting of 70,000 shares of its common stock and warrants to purchase 35,000 shares of common stock, exercisable at $0.30 per share over a sixty month period, in exchange for total proceeds of $10,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On August 4, 2017, the Company sold 100 units, consisting of 1,000,000 shares of its common stock and warrants to purchase 500,000 shares of common stock, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $150,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On July 28, 2017, the Company sold 33.333 units, consisting of 333,334 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On June 21, 2017, the Company sold 33.333 units, consisting of 333,334 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On February 21, 2017, the Company sold 1,428,575 units, consisting of 1,428,575 shares of its common stock and warrants to purchase 714,285 shares of common stock, exercisable at $0.26 per share over a thirty six month period, in exchange for total proceeds of $250,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The warrants were assigned to two individuals by the purchaser at the time of the sale. Common Stock Sales for the Year Ended September 30, 2016 On May 2, 2016, the Company sold 100,000 units, consisting of 100,000 shares of its common stock and warrants to purchase 100,000 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $15,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 29, 2016, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 14, 2016, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 12, 2016, the Company sold 83,334 units, consisting of 83,334 shares of its common stock and warrants to purchase 83,334 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $12,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 7, 2016, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On March 15, 2016, the Company sold 1,666,667 units, consisting of 1,666,667 shares of its common stock and warrants to purchase 1,666,667 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $250,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On February 17, 2016, the Company sold 83,333 units, consisting of 83,333 shares of its common stock and warrants to purchase 83,333 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $12,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On January 19, 2016, the Company sold 333,334 units, consisting of 333,334 shares of its common stock and warrants to purchase 333,334 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $50,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On December 21, 2015, the Company sold 166,667 units, consisting of 166,667 shares of its common stock and warrants to purchase 166,667 shares of common stock, exercisable at $0.30 per share over a thirty six month period, in exchange for total proceeds of $25,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On November 23, 2015, the Company sold 100,000 units, consisting of 100,000 shares of its common stock and warrants to purchase 100,000 shares of common stock, exercisable at $0.40 per share over a thirty six month period, in exchange for total proceeds of $20,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Additional Common Stock Issuances for the Year Ended September 30, 2017 On May 2, 2017, the Company issued 100,000 shares of common stock to Dr. John Abroon in connection with his appointment to our newly created Advisory Board. The aggregate fair value of the common stock was $20,900 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On May 2, 2017, the Company issued 140,000 shares of common stock to a consultant in consideration of services rendered from April 1, 2017 through May 31, 2017. The aggregate fair value of the common stock was $29,260 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On March 1, 2017, the Company issued 25,000 shares of common stock to its CFO as a bonus for services rendered. The aggregate fair value of the common stock was $6,623 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On March 1, 2017, the Company issued 50,000 shares of common stock to its Chief Scientist as a bonus for services rendered. The aggregate fair value of the common stock was $13,245 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On February 23, 2017, the Company issued 100,000 shares of common stock to a consultant for services to be rendered over a six month period. The aggregate fair value of the common stock was $29,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period. On February 22, 2017, the Company issued 100,000 shares of common stock to Dr. Alfredo Axtmayer in connection with his appointment to our Board of Directors. The aggregate fair value of the common stock was $34,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On February 22, 2017, the Company issued 40,000 shares of common stock to a consultant for services rendered. The aggregate fair value of the common stock was $13,600 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On February 7, 2017, a total of 370,000 shares of common stock were issued to six consultants that were engaged to assist the Company with acquisition activities over a six month period. The aggregate fair value of the common stock was $82,251 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the six month requisite service period. Additional Common Stock Issuances for the Year Ended September 30, 2016 On September 30, 2016, the Company issued 300,000 shares of common stock to its CFO as a bonus for services rendered. The aggregate fair value of the common stock was $59,970 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On September 30, 2016, a total of 120,000 shares of common stock were issued to three consultants for services previously rendered. The aggregate fair value of the common stock was $23,988 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On July 1, 2016, a total of 580,000 shares of common stock were issued to six consultants that were engaged to assist the Company with acquisition activities over for a three month period. The aggregate fair value of the common stock was $104,980 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the three month requisite service period. On February 1, 2016, a total of 300,000 shares of common stock were awarded to three consultants that were engaged to assist with acquisition activities over for a three month period. The aggregate fair value of the common stock was $45,720 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the three month requisite service period. On January 1, 2016, the Company issued 40,000 shares of restricted common stock for investor relations services provided. The total fair value of the common stock was $8,000 based on the closing price of the Company’s common stock on the date of grant and was expensed in full. On January 1, 2016, an affiliate of Mr. Bianco, a director of the Company, became entitled to receive 500,000 shares of common stock for consulting services to be performed during 2016, subject to a ratable “claw back” provision the event of an early termination of the consulting agreement. The total fair value of the common stock was $70,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the twelve month requisite service period, resulting in $17,500 and $52,500 of stock based compensation during the years ended September 30, 2017 and 2016, respectively. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Options | Note 9 – Common Stock Options Stock Incentive Plan On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012 and previously amended on May 20, 2014. As amended, the 2012 Plan provides for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant. Common Stock Option Issuances for the Year Ended September 30, 2016 No common stock options were issued during the year ended September 30, 2017. Common Stock Option Issuances for the Year Ended September 30, 2016 On June 21, 2016, the Company granted options to purchase 4,750,000 shares of common stock as compensation for services to our CEO, Mr. Bianco. The options are exercisable over a ten year period at an exercise price of $0.20 per share, and 50% vest immediately, with 25% vesting each year thereafter. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 230% and a call option value of $0.1986, was $943,193. The options are being expensed over the vesting period. On June 21, 2016, the Company granted options to purchase 2,500,000 shares of common stock as compensation for services to our President and COO, Mr. Denkin. The options are exercisable over a ten year period at an exercise price of $0.20 per share, and 50% vest immediately, with 25% vesting each year thereafter. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 230% and a call option value of $0.1986, was $496,417. The options are being expensed over the vesting period. On April 7, 2016, the Company granted options to purchase a total of 130,000 fully vested shares of common stock as compensation for services to five employees. The options are exercisable over a ten year period at an exercise price of $0.22 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.2183, was $28,382. The fully vested options were expensed in full upon the grant date. On November 20, 2015, the Company granted options to purchase 500,000 fully vested shares of common stock as compensation for services to a consultant. The options are exercisable over a three year period at an exercise price of $0.181 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 234% and a call option value of $0.1734, was $86,708. The fully vested options were expensed in full upon the grant date. Common Stock Options Exercised for the Years Ended September 30, 2017 and 2016 No stock options were exercised during the years ended September 30, 2017 and 2016. Common Stock Options Cancelled or Expired for the Year Ended September 30, 2017 On January 1, 2017, a total of 1,530 common stock options exercisable over a three year period from the original grant date of January 1, 2014 with an exercise price of $3.30 per share expired. Common Stock Options Cancelled or Expired for the Year Ended September 30, 2016 On September 30, 2016, a total of 2,351 common stock options exercisable over a three year period from the original grant date of September 30, 2013 with an exercise price of $3.30 per share expired. The following is a summary of information about the stock options outstanding at September 30, 2017. Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Options Contractual Exercise Options Exercise Prices Outstanding Life Price Exercisable Price $0.181 – $0.85 9,290,000 7.27 years $ 0.23 7,477,500 $ 0.24 The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: September 30, 2017 September 30, 2016 Average risk-free interest rates N/A % 1.18 % Average expected life (in years) N/A 9.58 Volatility N/A % 235 % The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock options. During the years ended September 30, 2017 and September 30, 2016, there were no options granted with an exercise price below the fair value of the underlying stock at the grant date. The weighted average fair value of options granted with exercise prices at the current fair value of the underlying stock during the year ended September 30, 2016 was approximately $0.20 per option. The following is a summary of activity of outstanding common stock options: Weighted Average Number Exercise of Shares Price Balance, September 30, 2015 1,413,881 $ 0.43 Options expired (2,351 ) (0.30 ) Options granted 7,880,000 3.30 Balance, September 30, 2016 9,291,530 0.23 Options expired (1,530 ) (3.30 ) Balance, September 30, 2017 9,290,000 $ 0.23 Exercisable, September 30, 2017 7,477,500 $ 0.24 Amortization of Stock Options A total of $389,736 and $994,178 of stock-based compensation expense was recognized from the amortization of options over their vesting period during the years ended September 30, 2017 and 2016, respectively. As of September 30, 2017, these options in the aggregate had no intrinsic value as the per share market price of $0.165 of the Company’s common stock as of such date was less than the weighted-average exercise price of these options of $0.23. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Common Stock Warrants | Note 10 – Common Stock Warrants In addition to warrants issued in connection with private placements of our securities as set forth in Note 8 above, we issued the following warrants to purchase our common stock as compensation for services. On June 6, 2016, the Company granted 659,800 fully vested common stock warrants as compensation for services to a consulting firm. The options are exercisable over a five year period at an exercise price of $0.1901 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 231% and a call option value of $0.1883, was $124,233 and was expensed in full on June 6, 2016. The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2017 (including those issued to both investors and service providers). Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $0.1901 – $0.40 5,942,422 2.29 years $ 0.28 5,942,422 $ 0.28 The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: September 30, 2017 September 30, 2016 Average risk-free interest rates 1.11 % 1.25 % Average expected life (in years) 3.50 3.50 Volatility 145 % 231 % The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the years ended September 30, 2017 and 2016 was approximately $0.26 and $0.28 per warrant, respectively. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price Balance, September 30, 2015 500,000 $ 0.36 Warrants granted 3,693,136 0.28 Balance, September 30, 2016 4,193,136 0.29 Warrants granted 1,749,286 0.26 Balance, September 30, 2017 5,942,422 $ 0.28 Exercisable, September 30, 2017 5,942,422 $ 0.28 Amortization of Stock Warrants A total of $-0- and $124,233 of stock-based compensation expense was recognized from the amortization of warrants over their vesting period during the years ended September 30, 2017 and 2016, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – Commitments and Contingencies Lease Commitment The Company leases space for its lab operations in Las Vegas, Nevada. Amounts of minimum future annual commitments on a calendar year basis, including common area maintenance fees, under non-cancelable operating leases are as follows: 2017 $ 47,329 2018 192,672 2019 198,904 2020 151,283 2021 50,102 Total $ 640,290 Rent expense was $210,907 and $211,525 for the years ended September 30, 2017 and 2016, respectively. |
Other Income
Other Income | 12 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income | Note 12 – Other Income Other income for the years ended September 30, 2017 and 2016 consisted of the following: September 30, 2017 2016 Settlement income on license agreement 250,000 100,000 Rental income on subleases 20,568 30,000 Restitution income 11,500 24,000 282,068 154,000 |
Income Tax
Income Tax | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 13 - Income Tax The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the years ended September 30, 2017 and 2016, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2017, the Company had approximately $7,233,500 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. The effective income tax rate for the years ended September 30, 2017 and 2016 consisted of the following: September 30, 2017 2016 Federal statutory income tax rate 35.00 % 35.00 % State income taxes - % - % Change in valuation allowance (35.00 %) (35.00 %) Net effective income tax rate - - The components of the Company’s deferred tax asset are as follows: September 30, 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 2,531,725 $ 2,383,955 Net deferred tax assets before valuation allowance $ 2,531,725 $ 2,383,955 Less: Valuation allowance (2,531,725 ) (2,383,955 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2017 and 2016, respectively. In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Preferred Stock Conversions On December 19, 2017, a shareholder converted 150,000 shares of Series A Preferred into 750,000 shares of common stock. The stock was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Sales On December 20, 2017, the Company sold 10 units, consisting of 100,000 shares of its common stock and 50,000 warrants, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $18,000. On December 14, 2017, the Company sold 13.89 units, consisting of 138,889 shares of its common stock and 69,445 warrants, exercisable at $0.30 per share over a sixty month period, in exchange for total proceeds of $10,500. On December 14, 2017, the Company sold 55.56 units, consisting of 555,600 shares of its common stock and 277,800 warrants, exercisable at $0.26 per share over a sixty month period, in exchange for total proceeds of $150,000. Common Stock Issued for Services On December 22, 2017, the Company issued 300,000 shares of common stock to its CFO as a bonus for services rendered. The aggregate fair value of the common stock was $78,810 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On December 22, 2017, the Company issued 100,000 shares of common stock to Dr. Alfredo Axtmayer for his services on our Board of Directors. The aggregate fair value of the common stock was $26,270 based on the closing price of the Company’s common stock on the date of grant, and was expensed in full. On November 29, 2017, a total of 314,069 shares of common stock were issued to three consultants that were engaged to assist the Company with acquisition activities during the first fiscal period. The aggregate fair value of the common stock was $82,600 based on the closing price of the Company’s common stock on the date of grant, and is being expensed over the six month requisite service period. |
Nature of Business and Signif21
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business Digipath, Inc. was incorporated in Nevada on October 5, 2010. Digipath, Inc. and its subsidiaries (“Digipath,” the “Company,” “we,” “our” or “us”) supports the cannabis industry’s best practices for reliable testing, cannabis education and training, and brings unbiased cannabis news coverage to the cannabis industry. Our business units are described below. ● Digipath Labs, Inc ● The National Marijuana News Corp |
Basis of Accounting | Basis of Accounting The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (SEC). Intercompany accounts and transactions have been eliminated. All references to Generally Accepted Accounting Principles (“GAAP”) are in accordance with The FASB Accounting Standards Codification (“ASC”) and the Hierarchy of Generally Accepted Accounting Principles. |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2016: State of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3) The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. |
Equity Method | Equity Method Investee companies that are not consolidated, but over which the Company exercises significant influence, are accounted for under the equity method of accounting. Whether or not the Company exercises significant influence with respect to an Investee depends on an evaluation of several factors including, among others, representation on the Investee company’s board of directors and ownership level, which is generally a 20% to 50% interest in the voting securities of the Investee company. Under the equity method of accounting, an Investee company’s accounts are not reflected within the Company’s Consolidated Balance Sheets and Statements of Operations; however, the Company’s share of the earnings or losses of the Investee company is reflected in the caption “Equity in losses of unconsolidated entity” in the Consolidated Statements of Operations. The Company’s carrying value in an equity method Investee company is reflected in the caption “Investment in Unconsolidated Entity” in the Company’s Consolidated Balance Sheets. Our share of the losses in Digipath Corp. have exceeded our investment, therefore there we no longer carry an asset on the balance sheets, or a noncontrolling interest within the statements of operations. U.S. GAAP considers a change in reporting entity to include “changing specific subsidiaries that make up the group of entities for which consolidated financial statements are presented.” Circumstances may arise where a parent’s controlling financial interest (e.g., generally an ownership interest in excess of 50 percent of the outstanding voting stock) is reduced to a noncontrolling investment that still enables it to exercise significant influence over the operating and financial policies of the investee. A change that results from changed facts and circumstances (such as a partial sale of a subsidiary), where there was only one acceptable method of accounting prior to the change in circumstances (consolidation) and only one acceptable method of accounting after the change (equity method accounting), is not a change in reporting entity and is not be accounted for retrospectively. Accordingly, a change from a controlling interest to a noncontrolling investment accounted for under the equity method is accounted for prospectively from the date of change in control. When the Company’s carrying value in an equity method Investee company is reduced to zero, no further losses are recorded in the Company’s consolidated financial statements unless the Company guaranteed obligations of the Investee company or has committed additional funding. When the Investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. |
Reclassifications | Reclassifications Prior year depreciation and amortization amounts of $244,580 have been reclassified to general and administrative expenses to conform to the current period presentation. These reclassifications had no impact on net earnings, financial position or cash flows. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. |
Segment Reporting | Segment Reporting ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company adopted ASC 820, Fair Value Measurements and Disclosures (ASC 820). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The carrying value of cash, accounts receivable, accounts payables and accrued expenses are estimated by management to approximate fair value primarily due to the short term nature of the instruments. |
Accounts Receivable | Accounts Receivable Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had an allowance for doubtful accounts of $32,180 and $-0- as of September 30, 2017 and 2016, respectively. |
Fixed Assets | Fixed Assets Fixed assets are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years Office equipment 5 years Furniture and fixtures 5 years Lab equipment 7 years Leasehold improvements Term of lease Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which have extend the useful life of an asset, are capitalized and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation and amortization are eliminated and any resulting gain or loss is reflected in operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations. Our intellectual property is comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by taking into account events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. |
Marketable Securities | Marketable Securities The Company classifies its debt and marketable equity securities into held-to-maturity, trading, or available-for-sale categories. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities for which the Company does not have the intent or ability to hold to maturity are classified as available for sale. Held-to-maturity securities are recorded as either short-term or long-term on the balance sheet based on contractual maturity date and are stated at amortized cost. Marketable securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized in earnings. Debt and marketable equity securities not classified as held-to-maturity or as trading are classified as available-for-sale and are carried at fair market value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in shareholders’ equity. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 605, Revenue Recognition. ASC 605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery of product has met the criteria established in the arrangement or services rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. This occurs when the products or services are completed in accordance with the contracts we have with clients. In connection with our products and services arrangements, when we are paid in advance, these amounts are classified as deferred revenue and amortized over the term of the agreement. With respect to our cannabis lab testing revenues, we sell our services on a determinable fixed fee per test, or panel of tests basis, and offer a discounted price for customers that agree to enter into exclusive, long term contracts or certain volume commitments. We typically require payment within thirty days of the delivery of results. Revenues are recognized upon the substantial completion of the tests when collectability is reasonably assured, which is usually upon delivery of results to the customer. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $138,026 and $121,610 for the years ended September 30, 2017 and 2016, respectively. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the years ended September 30, 2017 and 2016, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 505-50 (ASC 505-50). All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. |
Income Taxes | Income Taxes The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not. |
Uncertain Tax Positions | Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting In May 2014 the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers There are no other recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Nature of Business and Signif22
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Entities Under Common Control and Ownership | The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at September 30, 2016: State of Name of Entity (1) Incorporation Relationship Digipath, Inc. (2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc. (3) Colorado Subsidiary (1) (2) (3) |
Schedule of Estimated Useful Lives of Fixed Assets Property, Plant and Equipment | The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy: Software 3 years Office equipment 5 years Furniture and fixtures 5 years Lab equipment 7 years Leasehold improvements Term of lease |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments at Fair Value on Recurring Basis | The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2017 and 2016, respectively: Fair Value Measurements at September 30, 2017 Level 1 Level 2 Level 3 Assets Cash $ 178,177 $ - $ - Total assets 178,177 - - Liabilities None - - - Total liabilities - - - $ 178,177 $ - $ - Fair Value Measurements at September 30, 2016 Level 1 Level 2 Level 3 Assets Cash $ 135,390 $ - $ - Available-for-sale securities 9,200 - - Total assets 144,590 - - Liabilities None - - - Total liabilities - - - $ 144,590 $ - $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2017 and 2016: For the Years Ended September 30, 2017 2016 Software $ 121,617 $ 121,617 Office equipment 36,080 36,080 Furniture and fixtures 14,285 2,357 Lab equipment 938,450 811,623 Leasehold improvements 489,147 487,066 1,599,579 1,458,743 Less: accumulated depreciation (572,530 ) (318,995 ) Total $ 1,027,049 $ 1,139,748 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at September 30, 2017. Shares Underlying Shares Underlying Options Outstanding Options Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Options Contractual Exercise Options Exercise Prices Outstanding Life Price Exercisable Price $0.181 – $0.85 9,290,000 7.27 years $ 0.23 7,477,500 $ 0.24 |
Schedule of Option Pricing Model Weighted-average Assumptions Used for Grant Under Fixed Option Plan | The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: September 30, 2017 September 30, 2016 Average risk-free interest rates N/A % 1.18 % Average expected life (in years) N/A 9.58 Volatility N/A % 235 % |
Summary of Common Stock Options Activity Outstanding | The following is a summary of activity of outstanding common stock options: Weighted Average Number Exercise of Shares Price Balance, September 30, 2015 1,413,881 $ 0.43 Options expired (2,351 ) (0.30 ) Options granted 7,880,000 3.30 Balance, September 30, 2016 9,291,530 0.23 Options expired (1,530 ) (3.30 ) Balance, September 30, 2017 9,290,000 $ 0.23 Exercisable, September 30, 2017 7,477,500 $ 0.24 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Summary of Common Stock Warrants Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2017 (including those issued to both investors and service providers). Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $0.1901 – $0.40 5,942,422 2.29 years $ 0.28 5,942,422 $ 0.28 |
Schedule of Warrant Pricing Model Weighted-average Assumptions Used for Grant Under Fixed Option Plan | The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan: September 30, 2017 September 30, 2016 Average risk-free interest rates 1.11 % 1.25 % Average expected life (in years) 3.50 3.50 Volatility 145 % 231 % |
Summary of Common Stock Warrants Activity Outstanding | The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price Balance, September 30, 2015 500,000 $ 0.36 Warrants granted 3,693,136 0.28 Balance, September 30, 2016 4,193,136 0.29 Warrants granted 1,749,286 0.26 Balance, September 30, 2017 5,942,422 $ 0.28 Exercisable, September 30, 2017 5,942,422 $ 0.28 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payment Under Operating Leases | The Company leases space for its lab operations in Las Vegas, Nevada. Amounts of minimum future annual commitments on a calendar year basis, including common area maintenance fees, under non-cancelable operating leases are as follows: 2017 $ 47,329 2018 192,672 2019 198,904 2020 151,283 2021 50,102 Total $ 640,290 |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income | Other income for the years ended September 30, 2017 and 2016 consisted of the following: September 30, 2017 2016 Settlement income on license agreement 250,000 100,000 Rental income on subleases 20,568 30,000 Restitution income 11,500 24,000 282,068 154,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate for the years ended September 30, 2017 and 2016 consisted of the following: September 30, 2017 2016 Federal statutory income tax rate 35.00 % 35.00 % State income taxes - % - % Change in valuation allowance (35.00 %) (35.00 %) Net effective income tax rate - - |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: September 30, 2017 2016 Deferred tax assets: Net operating loss carry forwards $ 2,531,725 $ 2,383,955 Net deferred tax assets before valuation allowance $ 2,531,725 $ 2,383,955 Less: Valuation allowance (2,531,725 ) (2,383,955 ) Net deferred tax assets $ - $ - |
Nature of Business and Signif30
Nature of Business and Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Sep. 30, 2017USD ($)Segments | Sep. 30, 2016USD ($) | |
Depreciation and amortization | $ 253,535 | $ 244,580 |
Number of reportable segment | Segments | 1 | |
Allowance for doubtful accounts receivable | $ 32,180 | 0 |
Advertising and promotions expense | 138,026 | $ 121,610 |
General and Administrative Expense [Member] | ||
Depreciation and amortization | $ 244,580 | |
Minimum [Member] | ||
Percentage of equity method interest | 20.00% | |
Maximum [Member] | ||
Percentage of equity method interest | 50.00% |
Nature of Business and Signif31
Nature of Business and Significant Accounting Policies - Schedule of Entities Under Common Control and Ownership (Details) - Entities Under Common Control and Ownership [Member] | 12 Months Ended | |
Sep. 30, 2017 | ||
Name of Entity | Digipath, Inc. | [1],[2] |
State of Incorporation | Nevada | [2] |
Relationship | Parent | [2] |
Name of Entity | Digipath Labs, Inc. | [1] |
State of Incorporation | Nevada | |
Relationship | Subsidiary | |
Name of Entity | TNM News, Inc. | [1] |
State of Incorporation | Nevada | |
Relationship | Subsidiary | |
Name of Entity | GroSciences, Inc. | [1],[3] |
State of Incorporation | Colorado | [3] |
Relationship | Subsidiary | [3] |
[1] | All entities are in the form of a corporation. | |
[2] | Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. | |
[3] | Entity formed for prospective purposes, but has not incurred any income or expenses to date. |
Nature of Business and Signif32
Nature of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Fixed Assets Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2017 | |
Software [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture And Fixtures [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Lab Equipment [Member] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment Estimated Useful Lives | Term of lease |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (11,496,671) | $ (10,431,531) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Mar. 02, 2017 | Feb. 22, 2017 | Sep. 30, 2016 | Jun. 21, 2016 | Jun. 19, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Feb. 21, 2017 |
Number of warrants to purchase of common stock shares | 7,880,000 | |||||||
Common stock exercise price | $ 0.26 | |||||||
Fair value measurements, volatility rate | 0.00% | 235.00% | ||||||
Joseph J. Bianco [Member] | Employment Agreement [Member] | ||||||||
Agreement terms | 3 years | |||||||
Initial base salary per annum | $ 96,000 | |||||||
Car allowance per month | $ 1,250 | |||||||
Number of warrants to purchase of common stock shares | 4,750,000 | |||||||
Joseph J. Bianco [Member] | Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||
Common stock exercise price | $ 0.20 | |||||||
Mr. Denkin [Member] | ||||||||
Number of common stock issued for services | 2,500,000 | |||||||
Fair value measurements, volatility rate | 230.00% | |||||||
Mr. Denkin [Member] | Amended and Restated Employment Agreement [Member] | ||||||||
Agreement terms | 3 years | |||||||
Initial base salary per annum | $ 192,000 | |||||||
Car allowance per month | $ 750 | |||||||
Number of warrants to purchase of common stock shares | 2,500,000 | |||||||
Common stock exercise price | $ 0.20 | |||||||
Chief Financial Officer [Member] | ||||||||
Common stock exercise price | $ 0.33 | |||||||
Number of common stock shares issued for services | 25,000 | 300,000 | ||||||
Stock option value | $ 6,623 | $ 59,970 | $ 32,744 | |||||
Number of common stock issued for services | 25,000 | 100,000 | 300,000 | |||||
Options exercisable description | The options are exercisable until June 19, 2025 | |||||||
Fair value measurements, volatility rate | 237.00% | |||||||
Call option value | $ 0.3274 | |||||||
Dr. Alfredo Axtmayer [Member] | ||||||||
Number of common stock shares issued for services | 100,000 | |||||||
Stock option value | $ 34,000 | |||||||
Number of common stock issued for services | 100,000 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value Disclosures [Abstract] | |
Other than Temporary Impairment Losses, Investments, Available-for-sale Securities | $ 50,000 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Level 1 [Member] | ||
Cash | $ 178,177 | $ 135,390 |
Available-for-sale securities | 9,200 | |
Assets | 178,177 | 144,590 |
Total liabilities | ||
Total | 178,177 | 144,590 |
Level 2 [Member] | ||
Cash | ||
Available-for-sale securities | ||
Assets | ||
Total liabilities | ||
Total | ||
Level 3 [Member] | ||
Cash | ||
Available-for-sale securities | ||
Assets | ||
Total liabilities | ||
Total |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Receivables [Abstract] | ||
Accounts receivable | $ 266,613 | $ 98,441 |
Allowance for uncollectible accounts | $ 32,180 | $ 0 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Oct. 02, 2016 | |
Fixed assets book value | $ 3,122 | ||
Gain or loss recognized on disposals | |||
Depreciation and amortization expense | $ 253,535 | $ 244,580 | |
Furniture And Fixtures [Member] | |||
Fixed assets historical cost basis | 48,779 | ||
Fixed assets accumulated depreciation and amortization | 48,779 | ||
Software [Member] | |||
Fixed assets historical cost basis | 10,019 | ||
Fixed assets accumulated depreciation and amortization | $ 6,897 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 121,617 | $ 121,617 |
Office equipment | 36,080 | 36,080 |
Furniture and fixtures | 14,285 | 2,357 |
Lab equipment | 938,450 | 811,623 |
Leasehold improvements | 489,147 | 487,066 |
Fixed Assets, Gross | 1,599,579 | 1,458,743 |
Less: accumulated depreciation | (572,530) | (318,995) |
Total | $ 1,027,049 | $ 1,139,748 |
Available-for-Sale Securities (
Available-for-Sale Securities (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Sep. 30, 2017 | |
Available sale securities gain loss on other than temporary impairment | $ 50,000 | |
Blue Line Protection Group, Inc [Member] | ||
Number of common stock shares acquire during the period | 400,000 | |
Number of common stock share value acquired during the period | $ 50,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 25, 2017 | Aug. 04, 2017 | Jul. 28, 2017 | Jun. 21, 2017 | May 02, 2017 | Mar. 02, 2017 | Feb. 23, 2017 | Feb. 22, 2017 | Feb. 21, 2017 | Feb. 07, 2017 | Jul. 02, 2016 | May 02, 2016 | Apr. 29, 2016 | Apr. 14, 2016 | Apr. 12, 2016 | Apr. 07, 2016 | Mar. 15, 2016 | Feb. 17, 2016 | Feb. 02, 2016 | Jan. 19, 2016 | Jan. 02, 2016 | Dec. 21, 2015 | Nov. 23, 2015 | Jun. 19, 2015 | Sep. 30, 2017 | Sep. 30, 2016 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Preferred stock, shares issued | 1,897,942 | 3,520,442 | ||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,897,942 | 3,520,442 | ||||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||
Common stock authorized | 90,000,000 | 90,000,000 | ||||||||||||||||||||||||
Common stock, shares issued | 35,027,118 | 22,491,041 | ||||||||||||||||||||||||
Common Stock, shares outstanding | 35,027,118 | 22,491,041 | ||||||||||||||||||||||||
Number of common stock sold | 33.333 | 100 | 33.333 | 1,428,575 | 100,000 | 166,667 | 166,667 | 83,334 | 166,667 | 1,666,667 | 83,333 | 333,334 | 166,667 | 100,000 | ||||||||||||
Number of warrant shares | 714,285 | 100,000 | ||||||||||||||||||||||||
Sale of stock price per share | $ 0.26 | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 250,000 | $ 560,500 | $ 460,000 | |||||||||||||||||||||||
Number of common stock purchased through issuance of warrants | 100,000 | 166,667 | 166,667 | 83,334 | 166,667 | 1,666,667 | 83,333 | 333,334 | 166,667 | 100,000 | ||||||||||||||||
Warrants exercise price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.40 | $ 0.26 | $ 0.28 | ||||||||||||||
Warrants period | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | ||||||||||||||||
Proceeds from warrants exercisable | $ 15,000 | $ 25,000 | $ 25,000 | $ 12,500 | $ 25,000 | $ 250,000 | $ 12,500 | $ 50,000 | $ 25,000 | $ 20,000 | ||||||||||||||||
Common stock issued for services | $ 246,380 | $ 295,158 | ||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | 40,000 | 580,000 | 300,000 | 500,000 | 120,000 | ||||||||||||||||||||
Common stock issued for services | $ 29,000 | $ 13,600 | $ 104,980 | $ 45,720 | $ 70,000 | $ 23,988 | ||||||||||||||||||||
Stock-based compensation expense | $ 17,500 | $ 52,500 | ||||||||||||||||||||||||
Six Consultants [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 370,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 82,251 | |||||||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 40,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 8,000 | |||||||||||||||||||||||||
Dr.John Abroon [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 20,900 | |||||||||||||||||||||||||
Consultant In Consideration of Services [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 140,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 29,260 | |||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||
Sale of stock price per share | $ 0.33 | |||||||||||||||||||||||||
Number of common stock issued for services | 25,000 | 100,000 | 300,000 | |||||||||||||||||||||||
Common stock issued for services | $ 6,623 | $ 59,970 | ||||||||||||||||||||||||
Chief Scientist [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 50,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 13,245 | |||||||||||||||||||||||||
Dr. Alfredo Axtmayer [Member] | ||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | |||||||||||||||||||||||||
Common stock issued for services | $ 34,000 | |||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Number of common stock sold | 1,428,575 | |||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, shares designated | 6,000,000 | |||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||
Preferred stock, shares issued | 1,897,942 | |||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,897,942 | |||||||||||||||||||||||||
Preferred stock convertible into common stock at fixed conversion price per share | $ 0.20 | |||||||||||||||||||||||||
Preferred stock convertible into common stock shares | 9,489,710 | |||||||||||||||||||||||||
Percentage of equity beneficial ownership | 4.99% | |||||||||||||||||||||||||
Stock conversion, shares converted | 1,622,500 | 771,000 | ||||||||||||||||||||||||
Stock conversion, shares issued | 8,112,500 | 3,855,000 | ||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||
Number of common stock sold | 333,334 | 1,000,000 | 333,334 | 333,334 | ||||||||||||||||||||||
Number of warrant shares | 166,667 | 500,000 | 166,667 | 166,667 | ||||||||||||||||||||||
Sale of stock price per share | $ 0.26 | $ 0.26 | $ 0.26 | $ 0.26 | ||||||||||||||||||||||
Proceeds from issuance of common stock | $ 50,000 | $ 150,000 | $ 50,000 | $ 50,000 | ||||||||||||||||||||||
Number of common stock issued for services | 925,000 | 1,840,000 | ||||||||||||||||||||||||
Common stock issued for services | $ 925 | $ 1,840 | ||||||||||||||||||||||||
Common Stock Units [Member] | ||||||||||||||||||||||||||
Number of common stock sold | 7 | 33.333 | ||||||||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||||||||
Number of common stock sold | 70,000 | |||||||||||||||||||||||||
Number of warrant shares | 35,000 | |||||||||||||||||||||||||
Sale of stock price per share | $ 0.30 | |||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 10,500 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Jan. 02, 2017 | Jun. 21, 2016 | Apr. 07, 2016 | Nov. 20, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | May 02, 2016 | Apr. 29, 2016 | Apr. 14, 2016 | Apr. 12, 2016 | Mar. 15, 2016 | Feb. 17, 2016 | Jan. 19, 2016 | Dec. 21, 2015 | Nov. 23, 2015 |
Volatility rate | 0.00% | 235.00% | |||||||||||||
Number of shares granted fully vested common stock option | 7,880,000 | ||||||||||||||
Warrants exercise price per share | $ 0.30 | $ 0.26 | $ 0.28 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.40 | |||
Warrant [Member] | January 1, 2014 [Member] | |||||||||||||||
Stock options exercisable period | 3 years | ||||||||||||||
Warrants exercise price per share | $ 0.30 | ||||||||||||||
Share issued in exercise stock option | 1,530 | ||||||||||||||
Common Stock Options [Member] | September 30, 2013 [Member] | |||||||||||||||
Stock options exercisable period | 3 years | ||||||||||||||
Stock option exercise price per share | $ 3.30 | ||||||||||||||
Share issued in exercise stock option | 2,351 | ||||||||||||||
Plan Options [Member] | |||||||||||||||
Stock option exercise price per share | $ 0.20 | ||||||||||||||
Amortization of common stock options | $ 389,736 | $ 994,178 | |||||||||||||
Options exercise price description | these options in the aggregate had no intrinsic value as the per share market price of $0.165 of the Companys common stock as of such date was less than the weighted-average exercise price of these options of $0.23. | ||||||||||||||
Mr.Bianco [Member] | |||||||||||||||
Option to purchase shares of common stock for services | 4,750,000 | ||||||||||||||
Stock options exercisable period | 10 years | ||||||||||||||
Stock option exercise price per share | $ 0.20 | ||||||||||||||
Common stock, vesting percentage | 50.00% | ||||||||||||||
Common stock, vesting thereafter | 25.00% | ||||||||||||||
Volatility rate | 230.00% | ||||||||||||||
Value of call option per share | $ 0.1986 | ||||||||||||||
Value of option | $ 943,193 | ||||||||||||||
Mr. Denkin [Member] | |||||||||||||||
Option to purchase shares of common stock for services | 2,500,000 | ||||||||||||||
Stock options exercisable period | 10 years | ||||||||||||||
Stock option exercise price per share | $ 0.20 | ||||||||||||||
Common stock, vesting percentage | 50.00% | ||||||||||||||
Common stock, vesting thereafter | 25.00% | ||||||||||||||
Volatility rate | 230.00% | ||||||||||||||
Value of call option per share | $ 0.1986 | ||||||||||||||
Value of option | $ 496,417 | ||||||||||||||
Five Employees [Member] | |||||||||||||||
Stock option exercise price per share | $ 0.22 | ||||||||||||||
Volatility rate | 238.00% | ||||||||||||||
Value of call option per share | $ 0.2183 | ||||||||||||||
Value of option | $ 28,382 | ||||||||||||||
Number of shares granted fully vested common stock option | 130,000 | ||||||||||||||
Consultant [Member] | |||||||||||||||
Stock options exercisable period | 3 years | ||||||||||||||
Stock option exercise price per share | $ 0.181 | ||||||||||||||
Volatility rate | 234.00% | ||||||||||||||
Value of call option per share | $ 0.1734 | ||||||||||||||
Value of option | $ 86,708 | ||||||||||||||
Number of shares granted fully vested common stock option | 500,000 | ||||||||||||||
2012 Stock Incentive Plan [Member] | |||||||||||||||
Number of shares issued under stock plan | 11,500,000 |
Common Stock Options - Summary
Common Stock Options - Summary of Common Stock Options Outstanding (Details) | 12 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price, Minimum | $ 0.181 |
Range of Exercise Price, Maximum | $ 0.85 |
Number of Options Outstanding | shares | 9,290,000 |
Weighted Average Remaining Contractual Life | 7 years 3 months 8 days |
Weighted Average Exercise Price | $ 0.23 |
Number of Shares Exercisable | shares | 7,477,500 |
Weighted Average Exercise Price Exercisable | $ 0.24 |
Common Stock Options - Schedule
Common Stock Options - Schedule of Option Pricing Model Weighted-average Assumptions Used for Grant Under Fixed Option Plan (Details) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||
Average risk-free interest rates | 0.00% | 1.18% |
Average expected life (in years) | 0 years | 9 years 6 months 29 days |
Volatility | 0.00% | 235.00% |
Common Stock Options - Summar45
Common Stock Options - Summary of Common Stock Options Activity Outstanding (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||
Number of Shares Outstanding, Beginning balance | 9,291,530 | 1,413,881 |
Number of Shares Options expired | (1,530) | (2,351) |
Number of Shares Options granted | 7,880,000 | |
Number of Shares Outstanding, Ending balance | 9,290,000 | 9,291,530 |
Number of Shares Exercisable | 7,477,500 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.23 | $ 0.43 |
Weighted Average Exercise Price, Options expired | (3.30) | (0.30) |
Weighted Average Exercise Price, Options granted | 3.30 | |
Weighted Average Exercise Price, Outstanding, Ending | 0.23 | 0.23 |
Weighted Average Exercise Price, Exercisable | $ 0.24 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | Jun. 06, 2016 | May 02, 2016 | Apr. 29, 2016 | Apr. 14, 2016 | Apr. 12, 2016 | Apr. 07, 2016 | Mar. 15, 2016 | Feb. 17, 2016 | Jan. 19, 2016 | Dec. 21, 2015 | Nov. 23, 2015 | Sep. 30, 2017 | Sep. 30, 2016 |
Common stock warrants issued for services | $ 389,736 | $ 1,118,411 | |||||||||||
Warrants period | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | 36 months | |||
Warrants exercise price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.40 | $ 0.26 | $ 0.28 | |
Common Stock Warrant [Member] | |||||||||||||
Amortization of stock warrants | $ 0 | $ 124,233 | |||||||||||
Consulting Firm [Member] | |||||||||||||
Common stock warrants issued for services | $ 659,800 | ||||||||||||
Warrants period | 5 years | ||||||||||||
Warrants exercise price per share | $ 0.1901 | ||||||||||||
Warrant volatility rate | 231.00% | ||||||||||||
Value of call option per share | $ 0.1883 | ||||||||||||
Value of option | $ 124,233 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) - $ / shares | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | |||
Range of Exercise Price, Minimum | $ 0.1901 | ||
Range of Exercise Price, Maximum | $ 0.40 | ||
Number of Warrants Outstanding | 5,942,422 | 4,193,136 | 500,000 |
Weighted Average Remaining Contractual Life | 2 years 3 months 15 days | ||
Weighted Average Exercise Price | $ 0.28 | ||
Number of Shares Exercisable | 5,942,422 | ||
Weighted Average Exercise Price Exercisable | $ 0.28 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Warrant Pricing Model Weighted-average Assumptions Used for Grant Under Fixed Option Plan (Details) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Average risk-free interest rates | 0.00% | 1.18% |
Average expected life (in years) | 0 years | 9 years 6 months 29 days |
Volatility | 0.00% | 235.00% |
Warrant [Member] | ||
Average risk-free interest rates | 1.11% | 1.25% |
Average expected life (in years) | 3 years 6 months | 3 years 6 months |
Volatility | 145.00% | 231.00% |
Common Stock Warrants - Summa49
Common Stock Warrants - Summary of Common Stock Warrants Activity Outstanding (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||
Shares Outstanding, Beginning balance | 4,193,136 | 500,000 |
Shares, Granted | 1,749,286 | 3,693,136 |
Shares Outstanding, Ending balance | 5,942,422 | 4,193,136 |
Shares Exercisable | 5,942,422 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.29 | $ 0.36 |
Weighted Average Exercise Price, Granted | 0.26 | 0.28 |
Weighted Average Exercise Price, Outstanding, Ending | 0.28 | $ 0.29 |
Weighted Average Exercise Price, Exercisable | $ 0.28 |
Commitments and Contingencies50
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 210,907 | $ 211,525 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) | Sep. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 47,329 |
2,018 | 192,672 |
2,019 | 198,904 |
2,020 | 151,283 |
2,021 | 50,102 |
Total | $ 640,290 |
Other Income - Schedule of Othe
Other Income - Schedule of Other Income (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Other Income - Schedule Of Other Income Details | ||
Settlement income on license agreement | $ 250,000 | $ 100,000 |
Rental income on subleases | 20,568 | 30,000 |
Restitution income | 11,500 | 24,000 |
Other income | $ 282,068 | $ 154,000 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended |
Sep. 30, 2017USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 7,233,500 |
Operating loss expiration year | 2,031 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 35.00% | 35.00% |
State income taxes | 0.00% | 0.00% |
Change in valuation allowance | (35.00%) | (35.00%) |
Net effective income tax rate | 0.00% | 0.00% |
Income Tax - Schedule of Deferr
Income Tax - Schedule of Deferred Tax Asset (Details) - USD ($) | Sep. 30, 2017 | Sep. 30, 2016 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,531,725 | $ 2,383,955 |
Net deferred tax assets before valuation allowance | 2,531,725 | 2,383,955 |
Less: Valuation allowance | (2,531,725) | (2,383,955) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 22, 2017 | Dec. 20, 2017 | Dec. 19, 2017 | Dec. 14, 2017 | Nov. 29, 2017 | Aug. 25, 2017 | Aug. 04, 2017 | Jul. 28, 2017 | Jun. 21, 2017 | Mar. 02, 2017 | Feb. 22, 2017 | Feb. 21, 2017 | May 02, 2016 | Apr. 29, 2016 | Apr. 14, 2016 | Apr. 12, 2016 | Apr. 07, 2016 | Mar. 15, 2016 | Feb. 17, 2016 | Jan. 19, 2016 | Dec. 21, 2015 | Nov. 23, 2015 | Jun. 19, 2015 | Sep. 30, 2017 | Sep. 30, 2016 |
Number of common stock sold units | 33.333 | 100 | 33.333 | 1,428,575 | 100,000 | 166,667 | 166,667 | 83,334 | 166,667 | 1,666,667 | 83,333 | 333,334 | 166,667 | 100,000 | |||||||||||
Number of warrant for sale | 714,285 | 100,000 | |||||||||||||||||||||||
Warrant price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.40 | $ 0.26 | $ 0.28 | |||||||||||||
Proceeds from issuance of warrant | $ 15,000 | $ 25,000 | $ 25,000 | $ 12,500 | $ 25,000 | $ 250,000 | $ 12,500 | $ 50,000 | $ 25,000 | $ 20,000 | |||||||||||||||
Number of common stock issued for services, value | $ 246,380 | $ 295,158 | |||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||
Number of common stock issued for services | 25,000 | 100,000 | 300,000 | ||||||||||||||||||||||
Number of common stock issued for services, value | $ 6,623 | $ 59,970 | |||||||||||||||||||||||
Dr. Alfredo Axtmayer [Member] | |||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | ||||||||||||||||||||||||
Number of common stock issued for services, value | $ 34,000 | ||||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Number of common stock sold units | 333,334 | 1,000,000 | 333,334 | 333,334 | |||||||||||||||||||||
Number of warrant for sale | 166,667 | 500,000 | 166,667 | 166,667 | |||||||||||||||||||||
Number of common stock issued for services | 925,000 | 1,840,000 | |||||||||||||||||||||||
Number of common stock issued for services, value | $ 925 | $ 1,840 | |||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||
Number of capital units sold | 10 | 13.89 | |||||||||||||||||||||||
Number of common stock sold units | 100,000 | 138,889 | |||||||||||||||||||||||
Number of warrant for sale | 50,000 | 69,445 | |||||||||||||||||||||||
Warrant price per share | $ 0.26 | $ 0.30 | |||||||||||||||||||||||
Proceeds from issuance of warrant | $ 18,000 | $ 10,500 | |||||||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||||||
Number of common stock issued for services | 300,000 | ||||||||||||||||||||||||
Number of common stock issued for services, value | $ 78,810 | ||||||||||||||||||||||||
Subsequent Event [Member] | Dr. Alfredo Axtmayer [Member] | |||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | ||||||||||||||||||||||||
Number of common stock issued for services, value | $ 26,270 | ||||||||||||||||||||||||
Subsequent Event [Member] | Consultants [Member] | |||||||||||||||||||||||||
Number of common stock issued for services | 314,069 | ||||||||||||||||||||||||
Number of common stock issued for services, value | $ 82,600 | ||||||||||||||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||||||||||||||
Number of capital units sold | 55.56 | ||||||||||||||||||||||||
Number of common stock sold units | 555,600 | ||||||||||||||||||||||||
Number of warrant for sale | 277,800 | ||||||||||||||||||||||||
Warrant price per share | $ 0.26 | ||||||||||||||||||||||||
Proceeds from issuance of warrant | $ 150,000 | ||||||||||||||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||||||||||||||
Stock conversion, shares converted | 150,000 | ||||||||||||||||||||||||
Stock conversion, shares issued | 750,000 |