Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2019 | Dec. 20, 2019 | Mar. 31, 2019 | |
Document And Entity Information | |||
Entity Registrant Name | Digipath, Inc. | ||
Entity Central Index Key | 0001502966 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2019 | ||
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 Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business Flag | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 8,606,003 | ||
Entity Common Stock, Shares Outstanding | 48,532,666 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Current assets: | ||
Cash | $ 323,739 | $ 176,027 |
Accounts receivable, net | 179,256 | 167,734 |
Other current assets | 74,620 | 72,690 |
Deposits | 51,704 | 25,647 |
Total current assets | 629,319 | 442,098 |
Fixed assets, net | 726,614 | 957,108 |
Total Assets | 1,355,933 | 1,399,206 |
Current liabilities: | ||
Accounts payable | 136,612 | 325,864 |
Accrued expenses | 134,881 | 58,238 |
Deferred revenues | 525 | |
Current maturities of convertible notes payable | 200,000 | |
Total current liabilities | 471,493 | 384,627 |
Convertible notes payable, net of discounts of $41,426 and $-0- at September 30, 2019 and 2018, respectively | 458,574 | |
Total Liabilities | 930,067 | 384,627 |
Stockholders' Equity: | ||
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; 1,325,942 and 1,425,942 shares issued and outstanding at September 30, 2019 and 2018, respectively | 1,326 | 1,426 |
Common stock, $0.001 par value, 250,000,000 and 90,000,000 shares authorized; 48,361,433 and 42,245,364 shares issued and outstanding at September 30, 2019 and 2018, respectively | 48,361 | 42,245 |
Additional paid-in capital | 15,331,839 | 14,121,236 |
Accumulated (deficit) | (14,955,660) | (13,150,328) |
Total Stockholders' Equity | 425,866 | 1,014,579 |
Total Liabilities and Stockholders' Equity | $ 1,355,933 | $ 1,399,206 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable, discounts | $ 41,426 | $ 0 |
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 | 1,325,942 | 1,425,942 |
Series A convertible preferred stock, shares outstanding | 1,325,942 | 1,425,942 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 90,000,000 |
Common stock, shares issued | 48,361,433 | 42,245,364 |
Common stock, shares outstanding | 48,361,433 | 42,245,364 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Statement [Abstract] | ||
Revenues | $ 2,552,600 | $ 2,839,916 |
Cost of sales | 1,712,788 | 2,069,837 |
Gross profit | 839,812 | 770,079 |
Operating expenses: | ||
General and administrative | 1,673,785 | 2,056,592 |
Professional fees | 878,525 | 489,536 |
Bad debts expense (recoveries) | 130,640 | (17,280) |
Total operating expenses | 2,682,950 | 2,528,848 |
Operating loss | (1,843,138) | (1,758,769) |
Other income: | ||
Other income | 113,400 | 105,112 |
Loss on disposal of fixed assets | (9,924) | |
Interest expense | (65,670) | |
Total other income | 37,806 | 105,112 |
Net loss | $ (1,805,332) | $ (1,653,657) |
Weighted average number of common shares outstanding - basic and fully diluted | 46,178,953 | 39,079,547 |
Net loss per share - basic and fully diluted | $ (0.04) | $ (0.04) |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Total |
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 | |||
Units of common stock and warrants sold for cash | $ 2,159 | 366,449 | 368,608 | ||
Units of common stock and warrants sold for cash, shares | 2,158,934 | ||||
Common stock issued for services | $ 2,327 | 450,210 | 452,537 | ||
Common stock issued for services, shares | 2,326,855 | ||||
Common stock options issued for services | 439,853 | 439,853 | |||
Conversion of preferred stock to common stock | $ (472) | $ 2,360 | (1,888) | ||
Conversion of preferred stock to common stock, shares | (472,000) | 2,360,000 | |||
Cashless exercise of options and warrants | $ 372 | (372) | |||
Cashless exercise of options and warrants, shares | 372,457 | ||||
Net loss | (1,653,657) | (1,653,657) | |||
Balance at Sep. 30, 2018 | $ 1,426 | $ 42,245 | 14,121,236 | (13,150,328) | 1,014,579 |
Balance, shares at Sep. 30, 2018 | 1,425,942 | 42,245,364 | |||
Common stock issued for services | $ 2,016 | 331,701 | 333,717 | ||
Common stock issued for services, shares | 2,016,069 | ||||
Common stock options issued for services | 186,938 | 186,938 | |||
Conversion of preferred stock to common stock | $ (100) | $ 500 | (400) | ||
Conversion of preferred stock to common stock, shares | (100,000) | 500,000 | |||
Common stock sold for cash | $ 3,125 | 621,875 | 625,000 | ||
Common stock sold for cash, shares | 3,125,000 | ||||
Common stock issued in exchange for termination of options | $ 475 | (475) | |||
Common stock issued in exchange for termination of options, shares | 475,000 | ||||
Beneficial conversion feature of convertible debts | 70,964 | 70,964 | |||
Net loss | (1,805,332) | (1,805,332) | |||
Balance at Sep. 30, 2019 | $ 1,326 | $ 48,361 | $ 15,331,839 | $ (14,955,660) | $ 425,866 |
Balance, shares at Sep. 30, 2019 | 1,325,942 | 48,361,433 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||
Net loss | $ (1,805,332) | $ (1,653,657) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | 130,640 | (17,280) |
Depreciation and amortization expense | 260,645 | 277,294 |
Loss on disposal of fixed assets | 9,924 | |
Stock issued for services | 333,717 | 452,537 |
Options and warrants granted for services | 186,938 | 439,853 |
Amortization of debt discounts | 29,538 | |
Decrease (increase) in assets: | ||
Accounts receivable | (47,162) | 116,159 |
Other current assets | (1,930) | 1,060 |
Deposits | (26,057) | |
Increase (decrease) in liabilities: | ||
Accounts payable | (189,252) | 203,870 |
Accrued expenses | 76,643 | 16,234 |
Deferred revenues | (525) | 525 |
Net cash used in operating activities | (1,042,213) | (163,405) |
Cash flows from investing activities | ||
Proceeds received on disposal of fixed assets | 5,032 | |
Purchase of fixed assets | (45,107) | (207,353) |
Advance of note receivable | (95,000) | |
Net cash used in investing activities | (135,075) | (207,353) |
Cash flows from financing activities | ||
Proceeds from convertible notes | 700,000 | |
Proceeds from sale of common stock | 625,000 | 368,608 |
Net cash provided by financing activities | 1,325,000 | 368,608 |
Net increase (decrease) in cash | 147,712 | (2,150) |
Cash - beginning | 176,027 | 178,177 |
Cash - ending | 323,739 | 176,027 |
Supplemental disclosures: | ||
Interest paid | 4,066 | |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Value of preferred stock converted to common stock | 100,000 | 472,000 |
Beneficial conversion feature of convertible notes payable | $ 70,964 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [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”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our business units are described below. Digipath Labs, Inc GroSciences, Inc 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, 2019: Jurisdiction 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 Digipath Labs S.A.S. (4) Colombia Subsidiary (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) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. 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. Reclassifications Prior period stock-based compensation of $604,950, consisting of $230,328 of stock awards and $374,622 related to the amortization of stock options, paid to officers has been reclassified from professional fees to general and administrative expense to conform to the current period presentation. This reclassification 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 $50,540 and $14,900 as of September 30, 2019 and 2018, 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. Revenue Recognition Effective October 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue was recognized when the following criteria had been met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements from the adoption of ASC 606 for the years ended September 30, 2019 or 2018. Our revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables. Significant Concentrations Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash deposits and accounts receivable. Through delayed payment terms, we at times grant credit, usually without collateral, to our customers for up to 30 days. Consequently, we are subject to potential credit risk related to changes in business and economic factors. However, we are entitled to payment for work performed and generally have certain lien rights in that work. Further, management believes that its billing and collection policies are adequate to manage potential credit risk. There can be no assurance, however, that we will not be adversely affected by credit risks we face. One customer accounted for 15% and 7% of our sales for the years ended September 30, 2019 and 2018, respectively. Accounts receivable owed to us by that customer was $32,600, or 14% of our outstanding accounts receivable for the year ended September 30, 2019. All of their outstanding accounts receivable were less than 30 days outstanding. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $221,980 and $108,295 for the years ended September 30, 2019 and 2018, 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, 2019 and 2018, 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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 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, 2019 | |
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 ($14,955,660), and as of September 30, 2019, 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, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Stock Issued to Officers for Services We issued an aggregate total of 176,020 shares of common stock to our former Chief Executive Officer, Todd Denkin, in quarterly increments for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $24,000 based on the closing price of the Company’s common stock on the dates of grant, and was expensed over the requisite service periods. We issued an aggregate total of 440,049 shares of common stock to our Chief Financial Officer, Todd Peterson, in quarterly increments for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $60,000 based on the closing price of the Company’s common stock on the dates of grant, and was expensed over the requisite service periods. On March 29, 2019, the Company issued 475,000 shares of common stock to the estate of our former CEO in exchange for the cancellation of 4,750,000 common stock options. The aggregate fair value of the options exceeded the fair value of the common stock at issuance, therefore there was no additional expense as a result of the modification of the equity awards. Options Issued to Officers and Directors for Services On September 25, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Executive Officer. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of September 25, 2020, September 25, 2021, and September 25, 2022, and are exercisable for a ten-year period at an exercise price of $0.102 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 111% and a call option value of $0.1017, was $40,470. The options are being expensed over the vesting period, resulting in $185 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $40,285 of unamortized expenses are expected to be expensed over the vesting period. On January 7, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Science Officer. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of April 7, 2019, July 7, 2019, and October 7, 2019, and are exercisable for a ten-year period at an exercise price of $0.13 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1019, was $50,934. The options are being expensed over the vesting period, resulting in $49,628 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $1,306 of unamortized expenses are expected to be expensed over the vesting period. On January 7, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to Bruce Raben, one of our directors. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of April 7, 2019, July 7, 2019, and October 7, 2019, and are exercisable for a ten-year period at an exercise price of $0.13 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1019, was $50,934. The options are being expensed over the vesting period, resulting in $49,628 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $1,306 of unamortized expenses are expected to be expensed over the vesting period. Re-Priced Options Issued to Officers and Directors for Services On January 7, 2019, the board amended the following options to reduce their exercise price to $0.13 per share. All other terms were unchanged. The modification of these equity awards resulted in an additional expense of $36,764. Original Recipient’s Option # of Term Original New Grant Date Name Type Options In Mos. Exercise $ Exercise $ 6/1/2015 Cindy Orser NSO Options 200,000 120 $ 0.40 $ 0.13 6/19/2015 Todd Peterson ISO Options 100,000 120 $ 0.33 $ 0.13 6/21/2016 Todd Denkin ISO Options 2,500,000 120 $ 0.20 $ 0.13 11/29/2017 Cindy Orser NSO Options 100,000 120 $ 0.27 $ 0.13 12/22/2017 Todd Denkin ISO Options 500,000 120 $ 0.27 $ 0.13 3,400,000 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018, respectively: Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 323,739 $ - $ - Total assets 323,739 - - Liabilities Convertible notes payable, net of discounts of $41,426 - - 658,574 Total liabilities - - 658,574 $ 323,739 $ - $ (658,574 ) Fair Value Measurements at September 30, 2018 Level 1 Level 2 Level 3 Assets Cash $ 176,027 $ - $ - Total assets 176,027 - - Liabilities None - - - Total liabilities - - - $ 176,027 $ - $ - 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, 2019 or 2018. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable | Note 5 – Accounts Receivable Accounts receivable was $179,256 and $167,734 at September 30, 2019 and 2018, respectively, net of allowance for uncollectible accounts of $50,540 and $14,900 at September 30, 2019 and 2018, respectively. Bad debts expense (recoveries) resulting from our change in allowance was $130,640 and $(17,280) for the years ended September 30, 2019 and 2018, respectively. |
Note Receivable
Note Receivable | 12 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Note Receivable | Note 6 – Note Receivable On March 8, 2019 and February 15, 2019, we loaned Big Valley Analytical Labs, Inc. $25,000 and $20,000, respectively. The loans carried interest at an annual rate of 15%, were evidenced by secured demand notes, and were secured by a lien on the borrower’s assets. The principal amount of the loans was subsequently repaid in full on April 1, 2019. On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $95,000. The loans bear interest at an annual rate of 10%, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes has been recorded due to the uncertainty of collectability. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 7 – Fixed Assets Fixed assets consist of the following at September 30, 2019 and 2018: For the Years Ended September 30, 2019 2018 Software $ 123,492 $ 123,492 Office equipment 55,061 54,877 Furniture and fixtures 29,115 28,486 Lab equipment 1,118,942 1,110,930 Leasehold improvements 494,117 489,147 1,820,727 1,806,932 Less: accumulated depreciation (1,094,113 ) (849,824 ) Total $ 726,614 $ 957,108 On various dates from July 1, 2019 through September 30, 2019, we disposed of fixed assets with an aggregate net book value of $14,956. The fixed assets consisted of office equipment with a historical cost basis of $2,868 and lab equipment with a historical cost basis of $28,444, and accumulated depreciation of $2,148 and $14,208, respectively. Total proceeds of $5,032 were received, resulting in a loss on disposal of $9,924. Depreciation and amortization expense totaled $260,645 and $277,294 for the years ended September 30, 2019 and 2018, respectively. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Convertible notes payable consist of the following at September 30, 2019 and 2018, respectively: September 30, September 30, 2019 2018 On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on September 23, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. $ 200,000 $ - On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. A total of $4,066 of interest was repaid during the nine months ended June 30, 2019. 350,000 - On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 150,000 - Total convertible notes payable 700,000 - Less: unamortized debt discounts (41,426 ) - 658,574 - Less: current maturities (200,000 ) - Convertible notes payable $ 458,574 $ - In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible notes by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible notes. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in a total debt discount equal to $70,964 during the year ended September 30, 2019. The discount is amortized on a straight line basis from the dates of issuance until the earlier of the stated redemption date of the debt, as noted above, or the actual settlement date. During the year ended September 30, 2019, the Company recorded debt amortization expense in the amount of $29,538, attributed to the aforementioned debt discount. All of the convertible notes limit the maximum number of shares that can be owned by each note holder as a result of the conversions to common stock to 4.99% of the Company’s issued and outstanding shares. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $36,132 for the year ended September 30, 2019. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9 – Stockholders’ Equity Convertible 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”), with the remaining 4,000,000 shares available for designation from time to time by the Board as set forth below. As of September 30, 2019, there were 1,325,942 shares of Series A Preferred issued and outstanding. The Board of Directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock. 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 1,325,942 shares of Series A Preferred outstanding at September 30, 2019 are convertible into 6,629,710 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, 2019 On December 31, 2018, a total of 100,000 shares of Series A Preferred were converted into 500,000 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, 2018 For the year ended September 30, 2018, a total of 472,000 shares of Series A Preferred were converted into 2,360,000 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, 250,000,000 shares authorized, of which 48,361,433 shares were issued and outstanding as of September 30, 2019. Common Stock Sales for the Year Ended September 30, 2019 On February 7, 2019, the Company sold 1,000,000 shares of its common stock in exchange for proceeds of $200,000. On February 1, 2019, the Company sold 250,000 shares of its common stock in exchange for proceeds of $50,000. On January 31, 2019, the Company sold 625,000 shares of its common stock in exchange for proceeds of $125,000. On January 24, 2019, the Company sold 1,250,000 shares of its common stock in exchange for proceeds of $250,000. Common Stock Sales for the Year Ended September 30, 2018 On July 11, 2018, the Company sold 66.67 units, consisting of 666,667 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 $100,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 13, 2018, the Company sold 14 units, consisting of an aggregate of 140,000 shares of its common stock and warrants to purchase 70,000 shares of common stock, exercisable at $0.30 per share over a thirty-six month period, in exchange for total proceeds of $25,200. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 12, 2018, the Company sold 28 units, consisting of an aggregate of 280,000 shares of its common stock and warrants to purchase 140,000 shares of common stock, exercisable at $0.30 per share over a thirty-six month period, in exchange for total proceeds of $50,400. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On April 10, 2018, the Company sold 27.78 units, consisting of an aggregate of 277,778 shares of its common stock and warrants to purchase 138,889 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 20, 2017, the Company sold 10 units, consisting of an aggregate of 100,000 shares of its common stock and warrants to purchase 50,000 shares of common stock, exercisable at $0.26 per share over a thirty-six month period, in exchange for total proceeds of $18,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. On December 14, 2017, the Company sold 13.89 units, consisting of an aggregate of 138,889 shares of its common stock and warrants to purchase 69,445 shares of common stock, exercisable at $0.26 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 December 14, 2017, the Company sold 55.56 units, consisting of an aggregate of 555,600 shares of its common stock and warrants to purchase 277,800 shares of common stock, exercisable at $0.26 per share over a thirty-six month period, in exchange for total proceeds of $100,008. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. Exercise of Options for the Year Ended September 30, 2018 On January 3, 2018, two option holders exercised options to purchase a total of 500,000 shares of common stock at $0.181 per share on a cashless basis, resulting in the issuance of 317,172 shares of common stock. On January 2, 2018, an option holder exercised options to purchase 37,500 shares of common stock at $0.22 per share on a cashless basis, resulting in the issuance of 21,000 shares of common stock. Exercise of Warrants for the Year Ended September 30, 2018 On January 3, 2018, a warrant holder exercised warrants to purchase 71,428 shares of common stock at $0.26 per share on a cashless basis, resulting in the issuance of 34,285 shares of common stock. Additional Common Stock Issuances for the Year Ended September 30, 2019 On September 25, 2019, the Company issued 58,824 shares of common stock to its President and CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 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 September 25, 2019, the Company issued 147,059 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 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 June 25, 2019, the Company issued 300,000 shares of common stock to a consultant for business development services to be performed from May 1, 2019 through October 31, 2019. The fair value of the common stock was $58,500 based on the closing price of the Company’s common stock on the date of grant, and is being expensed over the requisite service period. On June 25, 2019, the Company issued 41,667 shares of common stock to its President and CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 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 June 25, 2019, the Company issued 104,167 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 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 May 25, 2019, a total of 50,000 shares of common stock were issued to a consultant that was engaged to assist the Company with acquisition activities. The fair value of the common stock was $8,030 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 April 25, 2019, a total of 50,000 shares of common stock were issued to a consultant that was engaged to assist the Company with acquisition activities. The fair value of the common stock was $9,500 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 March 29, 2019, the Company issued 475,000 shares of common stock to the estate of our former CEO in exchange for the cancellation of 4,750,000 common stock options. The aggregate fair value of the options exceeded the fair value of the common stock at issuance, therefore there was no additional expense as a result of the modification of the equity awards. On March 25, 2019, the Company issued 29,268 shares of common stock to its President and CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 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 March 25, 2019, the Company issued 73,171 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 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 March 25, 2019, a total of 50,000 shares of common stock were issued to a consultant that was engaged to assist the Company with acquisition activities. The fair value of the common stock was $10,250 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 25, 2019, a total of 50,000 shares of common stock were issued to a consultant that was engaged to assist the Company with acquisition activities. The fair value of the common stock was $12,300 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 January 25, 2019, a total of 50,000 shares of common stock were issued to a consultant that was engaged to assist the Company with acquisition activities. The fair value of the common stock was $10,500 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 December 25, 2018, the Company issued 46,261 shares of common stock to its President and CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 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 December 25, 2018, the Company issued 115,652 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 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 December 25, 2018, a total of 150,000 shares of common stock were issued to three consultants that were engaged to assist the Company with acquisition activities. The aggregate fair value of the common stock was $19,455 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 November 25, 2018, a total of 150,000 shares of common stock were issued to three consultants that were engaged to assist the Company with acquisition activities. The aggregate fair value of the common stock was $24,000 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 October 30, 2018, the Company issued 400,000 shares of common stock to another consultant for business development services to be performed from November 1, 2018 through April 30, 2019. The fair value of the common stock was $54,120 based on the closing price of the Company’s common stock on the date of grant, and is being expensed over the requisite service period. On October 25, 2018, a total of 150,000 shares of common stock were issued to three consultants that were engaged to assist the Company with acquisition activities. The aggregate fair value of the common stock was $23,250 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period. Additional Common Stock Issuances for the Year Ended September 30, 2018 On September 25, 2018, the Company issued 39,344 shares of common stock to its President and CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On September 25, 2018, the Company issued 98,361 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On September 25, 2018, a total of 150,000 shares of common stock were issued to three consultants that were engaged to assist the Company with acquisition activities. The aggregate fair value of the common stock was $22,875 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On September 12, 2018, the Company issued 193,424 shares of common stock to another consultant for business development services. The fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On September 12, 2018, the Company issued 200,000 shares of common stock to Bruce Raben in connection with his appointment to our Board of Directors. The aggregate fair value of the common stock was $31,020 based on the closing price of the Company’s common stock on the date of grant, and is to be expensed over the requisite service period through September 30, 2019. A total of $1,458 was expensed during the year ended September 30, 2018, and as of September 30, 2018, a total of $29,562 of unamortized expenses are expected to be expensed during the fiscal year ended September 30, 2019. On June 25, 2018, the Company issued 118,421 shares of common stock to its then CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $22,500 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On June 25, 2018, the Company issued 31,579 shares of common stock to its then President and COO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $6,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On June 25, 2018, the Company issued 78,947 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On June 25, 2018, the Company issued 131,579 shares of common stock to a consultant for business development services. The fair value of the common stock was $25,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On June 25, 2018, the Company issued 100,000 shares of common stock to another consultant for business development services. The fair value of the common stock was $19,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On March 26, 2018, the Company issued 207,852 shares of common stock to its then CEO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $45,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On March 26, 2018, the Company issued 55,427 shares of common stock to its then President and COO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On March 26, 2018, the Company issued 138,568 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $30,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. On March 26, 2018, the Company issued 69,284 shares of common stock to a consultant for business development services. The fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period that ended on September 30, 2018. 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 $78,828 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 service on our Board of Directors. The aggregate fair value of the common stock was $26,276 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. 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 was expensed over the requisite service period that ended on September 30, 2018. Amortization of Stock-Based Compensation A total of $29,562 and $1,458 of stock-based compensation expense was recognized during the years ended September 30, 2019 and 2018, respectively, as a result of the issuance of 200,000 shares of common stock to one of our directors, Bruce Raben, on September 12, 2018, as amortized over the requisite service period. A total of $48,750 of stock-based compensation expense was recognized during the year ended September 30, 2019, as a result of the issuance of 300,000 shares of common stock to a consultant on June 25, 2019, as amortized over the requisite service period. As of September 30, 2019, a total of $9,750 of unamortized expenses are expected to be expensed during the remaining requisite service period. A total of $186,938 and $439,853 of stock-based compensation expense was recognized from the amortization of options over their vesting period during the years ended September 30, 2019 and 2018, respectively. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 10 – 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. Options to purchase a total of 6,085,000 shares of common stock were outstanding as of September 30, 2019. Common Stock Option Issuances for the Year Ended September 30, 2019 On September 25, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Executive Officer. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of September 25, 2020, September 25, 2021, and September 25, 2022, and are exercisable for a ten-year period at an exercise price of $0.102 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 111% and a call option value of $0.1017, was $40,470. The options are being expensed over the vesting period, resulting in $185 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $40,285 of unamortized expenses are expected to be expensed over the vesting period. On September 25, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to a consultant. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of September 25, 2020, September 25, 2021, and September 25, 2022, and are exercisable for a ten-year period at an exercise price of $0.102 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 111% and a call option value of $0.1017, was $40,470. The options are being expensed over the vesting period, resulting in $185 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $40,285 of unamortized expenses are expected to be expensed over the vesting period. On January 7, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Science Officer. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of April 7, 2019, July 7, 2019, and October 7, 2019, and are exercisable for a ten-year period at an exercise price of $0.13 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1019, was $50,934. The options are being expensed over the vesting period, resulting in $49,628 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $1,306 of unamortized expenses are expected to be expensed over the vesting period. On January 7, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to Bruce Raben, one of our directors. The options vested immediately as to 125,000 shares and as to an additional 125,000 shares on each of April 7, 2019, July 7, 2019, and October 7, 2019, and are exercisable for a ten-year period at an exercise price of $0.13 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1019, was $50,934. The options are being expensed over the vesting period, resulting in $49,628 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $1,306 of unamortized expenses are expected to be expensed over the vesting period. On December 25, 2018, we granted fully vested options to purchase an aggregate of 345,000 shares of common stock as compensation for services to a total of fourteen of our employees. The options are exercisable over a ten-year period at an exercise price of $0.13 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1017, was $35,078. The options are being expensed over the vesting period, resulting in $26,813 of stock-based compensation expense during the year ended September 30, 2019. As of September 30, 2019, a total of $8,265 of unamortized expenses are expected to be expensed over the vesting period. Common Stock Option Issuances for the Year Ended September 30, 2018 On September 12, 2018, we granted options to purchase 200,000 shares of common stock as compensation for services to our Chief Science Officer pursuant to her appointment to the Company’s Board of Directors. The options vest over a one-year period, are exercisable over a ten-year period at an exercise price of $0.16 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 107% and a call option value of $0.1245, was $24,905. The options are being expensed over the vesting period, resulting in $23,735 and $1,170 of stock-based compensation expense during the years ended September 30, 2019 and 2018, respectively. On December 22, 2017, we granted fully vested options to purchase 500,000 shares of common stock as compensation for services to our then President and COO. The options are exercisable over a ten-year period at an exercise price of $0.27 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 112% and a call option value of $0.2094, was $104,698. The options were expensed over the vesting period, resulting in $104,698 of stock-based compensation expense during the year ended September 30, 2018. On November 29, 2017, we granted fully vested options to purchase 100,000 shares of common stock as compensation for services to our Chief Scientist. The options are exercisable over a ten-year period at an exercise price of $0.27 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 112% and a call option value of $0.21, was $21,004. The options were expensed over the vesting period, resulting in $21,004 of stock-based compensation expense during the year ended September 30, 2018. On November 29, 2017, we granted fully vested options to purchase an aggregate of 205,000 shares of common stock as compensation for services to a total of ten of our employees. The options are exercisable over a ten-year period at an exercise price of $0.27 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 112% and a call option value of $0.21, was $43,057. The options were expensed over the vesting period, resulting in $43,057 of stock-based compensation expense during the year ended September 30, 2018. Common Stock Options Exchanged for Shares of Common Stock On March 29, 2019, the Company issued 475,000 shares of common stock to the estate of our former CEO in exchange for the cancellation of 4,750,000 common stock options. The aggregate fair value of the options exceeded the fair value of the common stock at issuance, therefore there was no additional expense as a result of the modification of the equity awards. Re-Priced Options Issued to Officers and Directors for Services On January 7, 2019, the board amended the following options to reduce their exercise price to $0.13 per share. All other terms were unchanged. The modification of these equity awards resulted in an additional expense of $36,764. Original Recipient’s Option # of Term Original New Grant Date Name Type Options In Mos. Exercise $ Exercise $ 6/1/2015 Cindy Orser NSO Options 200,000 120 $ 0.40 $ 0.13 6/19/2015 Todd Peterson ISO Options 100,000 120 $ 0.33 $ 0.13 6/21/2016 Todd Denkin ISO Options 2,500,000 120 $ 0.20 $ 0.13 11/29/2017 Cindy Orser NSO Options 100,000 120 $ 0.27 $ 0.13 12/22/2017 Todd Denkin ISO Options 500,000 120 $ 0.27 $ 0.13 3,400,000 Common Stock Options Exercised for the Year Ended September 30, 2018 On January 3, 2018, two option holders exercised options to purchase a total of 500,000 shares of common stock at $0.181 per share on a cashless basis, resulting in the issuance of 317,172 shares of common stock. On January 2, 2018, an option holder exercised options to purchase 37,500 shares of common stock at $0.22 per share on a cashless basis, resulting in the issuance of 21,000 shares of common stock. Common Stock Options Cancelled or Expired for the Year Ended September 30, 2019 During the year ended September 30, 2019, options to purchase an aggregate total of 47,500 shares of common stock at a weighted average exercise price of $0.20 per share expired. Common Stock Options Cancelled or Expired for the Year Ended September 30, 2018 During the year ended September 30, 2018, options to purchase an aggregate of 110,000 shares of common stock, exercisable over a ten-year period, at a weighted average exercise price of $0.25 per share expired. During the year ended September 30, 2018, options to purchase an aggregate of 1,110,000 shares of common stock, exercisable over a three-year period, at a weighted average exercise price of $0.44 per share expired. The following is a summary of information about the stock options outstanding at September 30, 2019. 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 $ 0.102– $0.27 6,085,000 8.02 years $ 0.13 4,760,000 $ 0.14 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, September 30, 2019 2018 Average risk-free interest rates 2.13 % 1.36 % Average expected life (in years) 5.00 5.25 Volatility 109 % 112 % 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, 2019 and September 30, 2018, 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, 2019 was approximately $0.12 per option. The following is a summary of activity of outstanding common stock options: Weighted Average Number Exercise of Shares Price Balance, September 30, 2017 9,290,000 0.23 Options issued 1,005,000 0.25 Options exercised (537,500 ) (0.18 ) Options expired (1,220,000 ) (0.42 ) Balance, September 30, 2018 8,537,500 0.20 Options issued 2,345,000 0.12 Options repurchased/expired (4,797,500 ) (0.20 ) Balance, September 30, 2019 6,085,000 $ 0.13 Exercisable, September 30, 2019 4,760,000 $ 0.14 Amortization of Stock Options A total of $186,938 and $439,853 of stock-based compensation expense was recognized from the amortization of options over their vesting period during the years ended September 30, 2019 and 2018, respectively. As of September 30, 2019, these options in the aggregate had no intrinsic value as the per share market price of $0.11 of the Company’s common stock as of such date was less than the weighted-average exercise price of these options of $0.13. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Common Stock Warrants | Note 11 – Common Stock Warrants We issued warrants in connection with private placements of our securities as set forth in Note 9 above. On January 3, 2018 a warrant holder exercised warrants to purchase 71,428 shares of common stock at $0.26 per share on a cashless basis, resulting in the issuance of 34,285 shares of common stock. On December 31, 2017, warrants to purchase 200,000 shares of common stock at $0.30 per share expired, and on December 30, 2017, warrants to purchase another 300,000 shares of common stock at $0.45 per share also expired. The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2019 (including those issued to both investors and service providers). Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Shares Weighted 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 – $0.30 3,417,126 1.73 years $ 0.25 3,417,126 $ 0.25 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, September 30, 2019 2018 Average risk-free interest rates N/A 1.56 % Average expected life (in years) N/A 3.00 Volatility N/A 110 % No warrants were issued during the year ended September 30, 2019. The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the year ended September 30, 2018 was approximately $0.29 per warrant. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price Balance, September 30, 2017 5,942,422 $ 0.28 Warrants granted 1,079,468 0.29 Warrants exercised (71,428 ) (0.26 ) Warrants expired (500,000 ) (0.36 ) Balance, September 30, 2018 6,450,462 0.28 Warrants expired (3,033,336 ) (0.30 ) Balance, September 30, 2019 3,417,126 $ 0.25 Exercisable, September 30, 2019 3,417,126 $ 0.25 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – 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: 2019 $ 49,726 2020 151,283 2021 50,102 Total $ 251,111 Rent expense was $201,050 and $191,751 for the years ended September 30, 2019 and 2018, respectively. |
Other Income
Other Income | 12 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Other Income | Note 13 – Other Income Other income for the years ended September 30, 2019 and 2018 consisted of the following: September 30, 2019 2018 Settlement income on note receivable $ 30,000 $ - Rental income on subleases 83,400 76,800 Restitution income - 28,312 $ 113,400 $ 105,112 |
Income Tax
Income Tax | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 14 - 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, 2019 and 2018, 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, 2019, the Company had approximately $9,142,000 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, 2019 and 2018 consisted of the following: September 30, 2019 2018 Federal statutory income tax rate 21 % 21 % State income taxes - % - % Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - The components of the Company’s deferred tax asset are as follows: September 30, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,919,820 $ 1,676,325 Net deferred tax assets before valuation allowance $ 1,919,820 $ 1,676,325 Less: Valuation allowance (1,919,820 ) (1,676,325 ) 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, 2019 and 2018, 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, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Equipment Purchase On December 26, 2019, the Company closed borrowed $291,931 pursuant to a promissory note bearing interest at 5.75%, payable monthly over a five year term, to finance the purchase of lab testing equipment with a total purchase price of $368,733. The loan is secured by a lien on the purchased equipment. Common Stock Issued for Services On December 25, 2019, the Company issued 171,233 shares of common stock to its CFO for services rendered pursuant to his employment agreement. The aggregate fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant, and was expensed over the requisite service period. Management Changes On December 19, 2019, Dr. Cindy Orser tendered her resignation as Chief Science Office, Laboratory Director and Board Member to be effective January 20, 2020. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [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”) is a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supports the cannabis industry’s best practices for reliable testing, cannabis education and training. Our business units are described below. ● Digipath Labs, Inc GroSciences, Inc |
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, 2019: Jurisdiction 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 Digipath Labs S.A.S. (4) Colombia Subsidiary (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) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. 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. |
Reclassifications | Reclassifications Prior period stock-based compensation of $604,950, consisting of $230,328 of stock awards and $374,622 related to the amortization of stock options, paid to officers has been reclassified from professional fees to general and administrative expense to conform to the current period presentation. This reclassification 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 $50,540 and $14,900 as of September 30, 2019 and 2018, 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. |
Revenue Recognition | Revenue Recognition Effective October 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue was recognized when the following criteria had been met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements from the adoption of ASC 606 for the years ended September 30, 2019 or 2018. Our revenue is primarily generated through our subsidiary, Digipath Labs, Inc., which recognizes revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests basis. Revenue from the performance of those services is recognized upon completion of the tests, at which time test results are delivered to the customer, provided collectability of the fee is reasonably assured. We typically require payment within thirty days of the delivery of results. Management estimates an allowance for doubtful accounts based on the aging of its receivables. |
Significant Concentrations | Significant Concentrations Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash deposits and accounts receivable. Through delayed payment terms, we at times grant credit, usually without collateral, to our customers for up to 30 days. Consequently, we are subject to potential credit risk related to changes in business and economic factors. However, we are entitled to payment for work performed and generally have certain lien rights in that work. Further, management believes that its billing and collection policies are adequate to manage potential credit risk. There can be no assurance, however, that we will not be adversely affected by credit risks we face. One customer accounted for 15% and 7% of our sales for the years ended September 30, 2019 and 2018, respectively. Accounts receivable owed to us by that customer was $32,600, or 14% of our outstanding accounts receivable for the year ended September 30, 2019. All of their outstanding accounts receivable were less than 30 days outstanding. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $221,980 and $108,295 for the years ended September 30, 2019 and 2018, 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, 2019 and 2018, 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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 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 Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [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, 2019: Jurisdiction 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 Digipath Labs S.A.S. (4) Colombia Subsidiary (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) Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. (4) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. |
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 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Schedule of Re-priced Options Issued to Officers and Directors for Services | Original Recipient’s Option # of Term Original New Grant Date Name Type Options In Mos. Exercise $ Exercise $ 6/1/2015 Cindy Orser NSO Options 200,000 120 $ 0.40 $ 0.13 6/19/2015 Todd Peterson ISO Options 100,000 120 $ 0.33 $ 0.13 6/21/2016 Todd Denkin ISO Options 2,500,000 120 $ 0.20 $ 0.13 11/29/2017 Cindy Orser NSO Options 100,000 120 $ 0.27 $ 0.13 12/22/2017 Todd Denkin ISO Options 500,000 120 $ 0.27 $ 0.13 3,400,000 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, 2019 and 2018, respectively: Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 323,739 $ - $ - Total assets 323,739 - - Liabilities Convertible notes payable, net of discounts of $41,426 - - 658,574 Total liabilities - - 658,574 $ 323,739 $ - $ (658,574 ) Fair Value Measurements at September 30, 2018 Level 1 Level 2 Level 3 Assets Cash $ 176,027 $ - $ - Total assets 176,027 - - Liabilities None - - - Total liabilities - - - $ 176,027 $ - $ - |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2019 and 2018: For the Years Ended September 30, 2019 2018 Software $ 123,492 $ 123,492 Office equipment 55,061 54,877 Furniture and fixtures 29,115 28,486 Lab equipment 1,118,942 1,110,930 Leasehold improvements 494,117 489,147 1,820,727 1,806,932 Less: accumulated depreciation (1,094,113 ) (849,824 ) Total $ 726,614 $ 957,108 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following at September 30, 2019 and 2018, respectively: September 30, September 30, 2019 2018 On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matures on September 23, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. $ 200,000 $ - On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. A total of $4,066 of interest was repaid during the nine months ended June 30, 2019. 350,000 - On November 5, 2018, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on December 31, 2020. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc. 150,000 - Total convertible notes payable 700,000 - Less: unamortized debt discounts (41,426 ) - 658,574 - Less: current maturities (200,000 ) - Convertible notes payable $ 458,574 $ - |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Re-priced Options Issued to Officers and Directors for Services | Original Recipient’s Option # of Term Original New Grant Date Name Type Options In Mos. Exercise $ Exercise $ 6/1/2015 Cindy Orser NSO Options 200,000 120 $ 0.40 $ 0.13 6/19/2015 Todd Peterson ISO Options 100,000 120 $ 0.33 $ 0.13 6/21/2016 Todd Denkin ISO Options 2,500,000 120 $ 0.20 $ 0.13 11/29/2017 Cindy Orser NSO Options 100,000 120 $ 0.27 $ 0.13 12/22/2017 Todd Denkin ISO Options 500,000 120 $ 0.27 $ 0.13 3,400,000 |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at September 30, 2019. 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 $ 0.102– $0.27 6,085,000 8.02 years $ 0.13 4,760,000 $ 0.14 |
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, September 30, 2019 2018 Average risk-free interest rates 2.13 % 1.36 % Average expected life (in years) 5.00 5.25 Volatility 109 % 112 % |
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, 2017 9,290,000 0.23 Options issued 1,005,000 0.25 Options exercised (537,500 ) (0.18 ) Options expired (1,220,000 ) (0.42 ) Balance, September 30, 2018 8,537,500 0.20 Options issued 2,345,000 0.12 Options repurchased/expired (4,797,500 ) (0.20 ) Balance, September 30, 2019 6,085,000 $ 0.13 Exercisable, September 30, 2019 4,760,000 $ 0.14 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
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, 2019 (including those issued to both investors and service providers). Shares Underlying Warrants Outstanding Shares Underlying Warrants Exercisable Shares Weighted 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 – $0.30 3,417,126 1.73 years $ 0.25 3,417,126 $ 0.25 |
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, September 30, 2019 2018 Average risk-free interest rates N/A 1.56 % Average expected life (in years) N/A 3.00 Volatility N/A 110 % |
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, 2017 5,942,422 $ 0.28 Warrants granted 1,079,468 0.29 Warrants exercised (71,428 ) (0.26 ) Warrants expired (500,000 ) (0.36 ) Balance, September 30, 2018 6,450,462 0.28 Warrants expired (3,033,336 ) (0.30 ) Balance, September 30, 2019 3,417,126 $ 0.25 Exercisable, September 30, 2019 3,417,126 $ 0.25 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payment Under Operating Leases | 2019 $ 49,726 2020 151,283 2021 50,102 Total $ 251,111 |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income | Other income for the years ended September 30, 2019 and 2018 consisted of the following: September 30, 2019 2018 Settlement income on note receivable $ 30,000 $ - Rental income on subleases 83,400 76,800 Restitution income - 28,312 $ 113,400 $ 105,112 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate for the years ended September 30, 2019 and 2018 consisted of the following: September 30, 2019 2018 Federal statutory income tax rate 21 % 21 % State income taxes - % - % Change in valuation allowance (21 )% (21 )% Net effective income tax rate - - |
Schedule of Deferred Tax Asset | The components of the Company’s deferred tax asset are as follows: September 30, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,919,820 $ 1,676,325 Net deferred tax assets before valuation allowance $ 1,919,820 $ 1,676,325 Less: Valuation allowance (1,919,820 ) (1,676,325 ) Net deferred tax assets $ - $ - |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Sep. 30, 2019USD ($)Segment | Sep. 30, 2018USD ($) | |
Prior period reclassification value | $ 604,950 | |
Number of reportable segment | Segment | 1 | |
Allowance for doubtful accounts receivable | $ 50,540 | $ 14,900 |
Advertising and promotions expense | 221,980 | 108,295 |
Accounts receivables | $ 179,256 | $ 167,734 |
One Customer Accounted Sales [Member] | ||
Concentration risk percentage | 15.00% | 7.00% |
Accounts Receivable [Member] | Customer [Member] | ||
Concentration risk percentage | 14.00% | |
Accounts receivables | $ 32,600 | |
Stock Awards [Member] | ||
Prior period reclassification value | 230,328 | |
Stock Options [Member] | ||
Prior period reclassification value | $ 374,622 |
Nature of Business and Signif_5
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, 2019 | ||
Name of Entity | Digipath, Inc. | [1],[2] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Parent | [2] |
Name of Entity | Digipath Labs, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Name of Entity | TNM News, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Name of Entity | GroSciences, Inc. | [1],[3] |
Jurisdiction of Incorporation | Colorado | |
Relationship | Subsidiary | [3] |
Name of Entity | Digipath Labs S.A.S. | [1],[4] |
Jurisdiction of Incorporation | Colombia | [4] |
Relationship | Subsidiary | [4] |
[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] | Commenced operations during the first fiscal quarter of 2019, but has not incurred income to date. | |
[4] | Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. |
Nature of Business and Signif_6
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, 2019 | |
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, 2019 | Sep. 30, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (14,955,660) | $ (13,150,328) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Oct. 07, 2019 | Sep. 25, 2019 | Jul. 07, 2019 | Jun. 25, 2019 | Apr. 07, 2019 | Mar. 29, 2019 | Mar. 25, 2019 | Jan. 07, 2019 | Dec. 25, 2018 | Sep. 25, 2018 | Sep. 12, 2018 | Jun. 25, 2018 | Mar. 26, 2018 | Dec. 22, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Common stock shares issued for services, value | $ 333,717 | $ 452,537 | ||||||||||||||
Number of options granted to purchase shares of common stock | 3,400,000 | 2,345,000 | 1,005,000 | |||||||||||||
Options exercise price per share | $ 0.12 | $ 0.25 | ||||||||||||||
Volatility rate | 109.00% | 112.00% | ||||||||||||||
Unamortized expenses expected to be expensed | $ 9,750 | |||||||||||||||
Former Chief Executive Officer [Member] | ||||||||||||||||
Common stock issued for services, shares | 475,000 | |||||||||||||||
Number of common stock options exchanged for cancellation | 4,750,000 | |||||||||||||||
Former Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||||||||||
Common stock issued for services, shares | 176,020 | |||||||||||||||
Common stock shares issued for services, value | $ 24,000 | |||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||
Common stock issued for services, shares | 147,059 | 104,167 | 73,171 | 115,652 | 98,361 | 78,947 | 138,568 | 300,000 | ||||||||
Common stock shares issued for services, value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 30,000 | $ 78,828 | ||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||||||
Common stock issued for services, shares | 440,049 | |||||||||||||||
Common stock shares issued for services, value | $ 60,000 | |||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | |||||||||||||||
Number of options vested | 125,000 | |||||||||||||||
Options exercisable period | 10 years | |||||||||||||||
Options exercise price per share | $ 0.102 | |||||||||||||||
Volatility rate | 111.00% | |||||||||||||||
Call option value | $ 0.1017 | |||||||||||||||
Fair value of stock options | $ 40,470 | |||||||||||||||
Stock based compensation expense | 185 | |||||||||||||||
Unamortized expenses expected to be expensed | $ 40,285 | |||||||||||||||
Chief Executive Officer [Member] | September 25, 2020 [Member] | ||||||||||||||||
Number of options vested | 125,000 | |||||||||||||||
Options exercisable period | 10 years | |||||||||||||||
Options exercise price per share | $ 0.102 | |||||||||||||||
Chief Executive Officer [Member] | September 25, 2021 [Member] | ||||||||||||||||
Number of options vested | 125,000 | |||||||||||||||
Options exercisable period | 10 years | |||||||||||||||
Options exercise price per share | $ 0.102 | |||||||||||||||
Chief Executive Officer [Member] | September 25, 2022 [Member] | ||||||||||||||||
Number of options vested | 125,000 | |||||||||||||||
Options exercisable period | 10 years | |||||||||||||||
Options exercise price per share | $ 0.102 | |||||||||||||||
Chief Science Officer [Member] | ||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | |||||||||||||||
Number of options vested | 125,000 | 125,000 | 125,000 | 125,000 | 200,000 | |||||||||||
Options exercisable period | 10 years | 10 years | 10 years | 10 years | 1 year | |||||||||||
Options exercise price per share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.16 | |||||||||||
Volatility rate | 107.00% | 107.00% | ||||||||||||||
Call option value | $ 0.1019 | $ 0.1245 | ||||||||||||||
Fair value of stock options | $ 50,934 | $ 24,905 | ||||||||||||||
Stock based compensation expense | $ 49,628 | |||||||||||||||
Unamortized expenses expected to be expensed | 1,306 | |||||||||||||||
Bruce Raben [Member] | ||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | |||||||||||||||
Number of options vested | 125,000 | 125,000 | 125,000 | 125,000 | ||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | 10 years | ||||||||||||
Options exercise price per share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||||
Volatility rate | 107.00% | |||||||||||||||
Call option value | $ 0.1019 | |||||||||||||||
Fair value of stock options | $ 50,934 | |||||||||||||||
Stock based compensation expense | 49,628 | |||||||||||||||
Unamortized expenses expected to be expensed | $ 1,306 | |||||||||||||||
Officers and Directors [Member] | ||||||||||||||||
Options exercise price per share | $ 0.13 | |||||||||||||||
Option plan expense | $ 36,764 |
Related Party Transactions - Sc
Related Party Transactions - Schedule of Re-priced Options Issued to Officers and Directors for Services (Details) - $ / shares | Jan. 07, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Number of Options | 3,400,000 | 2,345,000 | 1,005,000 |
Cindy Orser [Member] | Original Grant Date 6/1/2015 [Member] | |||
Option Type | NSO Options | ||
Number of Options | 200,000 | ||
Term IN MOS | 120 months | ||
Original Exercise price | $ 0.40 | ||
New Exercise Price | $ 0.13 | ||
Cindy Orser [Member] | Original Grant Date 11/29/2017 [Member] | |||
Option Type | NSO Options | ||
Number of Options | 100,000 | ||
Term IN MOS | 120 months | ||
Original Exercise price | $ 0.27 | ||
New Exercise Price | $ 0.13 | ||
Todd Peterson [Member] | Original Grant Date 6/19/2015 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 100,000 | ||
Term IN MOS | 120 months | ||
Original Exercise price | $ 0.33 | ||
New Exercise Price | $ 0.13 | ||
Todd Denkin [Member] | Original Grant Date 6/21/2016 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 2,500,000 | ||
Term IN MOS | 120 months | ||
Original Exercise price | $ 0.20 | ||
New Exercise Price | $ 0.13 | ||
Todd Denkin [Member] | Original Grant Date 12/22/2017 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 500,000 | ||
Term IN MOS | 120 months | ||
Original Exercise price | $ 0.27 | ||
New Exercise Price | $ 0.13 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Convertible notes payable, net of discounts of $41,426 | $ 658,574 | |
Level 1 [Member] | ||
Cash | 323,739 | 176,027 |
Total assets | 323,739 | 176,027 |
Convertible notes payable, net of discounts of $41,426 | ||
Total liabilities | ||
Total | 323,739 | 176,027 |
Level 2 [Member] | ||
Cash | ||
Total assets | ||
Convertible notes payable, net of discounts of $41,426 | ||
Total liabilities | ||
Total | ||
Level 3 [Member] | ||
Cash | ||
Total assets | ||
Convertible notes payable, net of discounts of $41,426 | 658,574 | |
Total liabilities | 658,574 | |
Total | $ (658,574) |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Fair Value Disclosures [Abstract] | ||
Convertible notes payable, discounts | $ 41,426 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Receivables [Abstract] | ||||
Accounts receivable | $ 179,256 | $ 167,734 | $ 179,256 | $ 167,734 |
Allowance for uncollectible accounts | 50,540 | 14,900 | 50,540 | 14,900 |
Bad debts expense (recoveries) | $ 130,640 | $ (17,280) | $ 130,640 | $ (17,280) |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | Jun. 13, 2019 | Mar. 08, 2019 | Feb. 15, 2019 |
Big Valley Analytical Labs, Inc [Member] | |||
Loan received from related party | $ 25,000 | $ 20,000 | |
Note bearing interest rate | 15.00% | 15.00% | |
Northwest Analytical Labs, Inc. [Member] | Various Dates Between December 28, 2018 and June 13, 2019 [Member] | |||
Loan received from related party | $ 95,000 | ||
Note bearing interest rate | 10.00% |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Proceeds from disposal of fixed assets | $ 5,032 | |
Loss on disposals of fixed assets | 9,924 | |
Depreciation and amortization expense | 260,645 | 277,294 |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | ||
Fixed assets book value | 14,956 | |
Fixed assets accumulated depreciation | 2,148 | $ 14,208 |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | Office Equipment [Member] | ||
Fixed assets historical cost basis | 2,868 | |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | Lab Equipment [Member] | ||
Fixed assets historical cost basis | $ 28,444 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 123,492 | $ 123,492 |
Office equipment | 55,061 | 54,877 |
Furniture and fixtures | 29,115 | 28,486 |
Lab equipment | 1,118,942 | 1,110,930 |
Leasehold improvements | 494,117 | 489,147 |
Fixed assets, gross | 1,820,727 | 1,806,932 |
Less: accumulated depreciation | (1,094,113) | (849,824) |
Total | $ 726,614 | $ 957,108 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Total debt discount | $ 41,426 | |
Debt amortization expense | 29,538 | |
Convertible notes interest expense | $ 36,132 | |
Maximum Share Amount [Member] | ||
Maximum amount owned percentage of issued and outstanding common shares | 4.99% | |
Convertible Notes Payable [Member] | ||
Total debt discount | $ 70,964 |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2019 | Sep. 30, 2018 |
Total convertible notes payable | $ 700,000 | |
Less: unamortized debt discounts | (41,426) | |
Total convertible debt | 658,574 | |
Less: current maturities | (200,000) | |
Convertible notes payable | 458,574 | |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 200,000 | |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 350,000 | |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | $ 150,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Proceeds from convertible note | $ 700,000 | |||||
Senior Secured Convertible Note [Member] | ||||||
Proceeds from convertible note | $ 200,000 | $ 350,000 | $ 150,000 | |||
Debt carries interest rate | 8.00% | 8.00% | 8.00% | |||
Debt maturity date | Sep. 23, 2020 | Dec. 31, 2020 | Dec. 31, 2020 | |||
Conversion price per share | $ 0.11 | $ 0.14 | $ 0.14 | |||
Interest repaid | $ 4,066 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 25, 2019 | Jun. 25, 2019 | May 25, 2019 | Apr. 25, 2019 | Mar. 29, 2019 | Mar. 25, 2019 | Feb. 25, 2019 | Feb. 07, 2019 | Feb. 01, 2019 | Jan. 31, 2019 | Jan. 25, 2019 | Jan. 24, 2019 | Dec. 31, 2018 | Dec. 25, 2018 | Nov. 25, 2018 | Oct. 30, 2018 | Oct. 25, 2018 | Sep. 25, 2018 | Sep. 12, 2018 | Jul. 11, 2018 | Jun. 25, 2018 | Apr. 13, 2018 | Apr. 12, 2018 | Apr. 10, 2018 | Mar. 26, 2018 | Jan. 03, 2018 | Jan. 02, 2018 | Dec. 22, 2017 | Dec. 20, 2017 | Dec. 14, 2017 | Nov. 29, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 02, 2018 | Dec. 31, 2017 | Dec. 30, 2017 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,325,942 | 1,425,942 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,325,942 | 1,425,942 | ||||||||||||||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Common stock authorized | 250,000,000 | 90,000,000 | ||||||||||||||||||||||||||||||||||
Common stock, shares issued | 48,361,433 | 42,245,364 | ||||||||||||||||||||||||||||||||||
Common stock, shares outstanding | 48,361,433 | 42,245,364 | ||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 1,000,000 | 250,000 | 625,000 | 1,250,000 | 66.67 | 14 | 28 | 27.78 | 10 | 13.89 | ||||||||||||||||||||||||||
Proceeds from sale of common stock | $ 200,000 | $ 50,000 | $ 125,000 | $ 250,000 | $ 100,000 | $ 25,200 | $ 50,400 | $ 50,000 | $ 18,000 | $ 25,000 | ||||||||||||||||||||||||||
Number of warrant to purchase of common stock shares | 200,000 | 300,000 | ||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.29 | $ 0.30 | $ 0.45 | |||||||||||||||||||||||||||||||||
Share issued in exercise stock option | 537,500 | |||||||||||||||||||||||||||||||||||
Stock option exercise price per share | $ 0.18 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 333,717 | $ 452,537 | ||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 186,938 | $ 439,853 | ||||||||||||||||||||||||||||||||||
Unamortized expenses expected to be expensed | 9,750 | |||||||||||||||||||||||||||||||||||
Two Option Holders [Member] | ||||||||||||||||||||||||||||||||||||
Share issued in exercise stock option | 500,000 | |||||||||||||||||||||||||||||||||||
Stock option exercise price per share | $ 0.181 | |||||||||||||||||||||||||||||||||||
Issuance of common stock | 317,172 | |||||||||||||||||||||||||||||||||||
Option Holder [Member] | ||||||||||||||||||||||||||||||||||||
Share issued in exercise stock option | 37,500 | 37,500 | ||||||||||||||||||||||||||||||||||
Stock option exercise price per share | $ 0.22 | |||||||||||||||||||||||||||||||||||
Issuance of common stock | 21,000 | 21,000 | ||||||||||||||||||||||||||||||||||
Warrant Holder [Member] | ||||||||||||||||||||||||||||||||||||
Number of warrant to purchase of common stock shares | 71,428 | |||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.26 | |||||||||||||||||||||||||||||||||||
Issuance of common stock | 34,285 | |||||||||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 147,059 | 104,167 | 73,171 | 115,652 | 98,361 | 78,947 | 138,568 | 300,000 | ||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 30,000 | $ 78,828 | ||||||||||||||||||||||||||||
President and Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 41,667 | 29,268 | 46,261 | |||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 6,000 | $ 6,000 | $ 6,000 | |||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 8,030 | $ 9,500 | $ 10,250 | $ 12,300 | $ 10,500 | |||||||||||||||||||||||||||||||
Unamortized expenses expected to be expensed | 40,285 | |||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 475,000 | |||||||||||||||||||||||||||||||||||
Number of common stock options exchanged for cancellation | 4,750,000 | |||||||||||||||||||||||||||||||||||
President and Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 39,344 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 6,000 | |||||||||||||||||||||||||||||||||||
Bruce Raben [Member] | ||||||||||||||||||||||||||||||||||||
Unamortized expenses expected to be expensed | $ 1,306 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 666,667 | 140,000 | 280,000 | 277,778 | 100,000 | 138,889 | ||||||||||||||||||||||||||||||
Number of warrant to purchase of common stock shares | 333,334 | 70,000 | 140,000 | 138,889 | 50,000 | 69,445 | ||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.30 | $ 0.26 | $ 0.26 | ||||||||||||||||||||||||||||||
Issuance of common stock | 3,125,000 | |||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 2,016,069 | 2,326,855 | ||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 2,016 | $ 2,327 | ||||||||||||||||||||||||||||||||||
Common Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 300,000 | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 48,750 | |||||||||||||||||||||||||||||||||||
Common Stock [Member] | Bruce Raben [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 200,000 | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 29,562 | 1,458 | ||||||||||||||||||||||||||||||||||
Common Stock Unit [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 55.56 | |||||||||||||||||||||||||||||||||||
Proceeds from sale of common stock | $ 100,008 | |||||||||||||||||||||||||||||||||||
Common Stock One [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock shares sold | 555,600 | |||||||||||||||||||||||||||||||||||
Number of warrant to purchase of common stock shares | 277,800 | |||||||||||||||||||||||||||||||||||
Warrants exercise price per share | $ 0.26 | |||||||||||||||||||||||||||||||||||
President and Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 58,824 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 6,000 | |||||||||||||||||||||||||||||||||||
Consultants [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 300,000 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 58,500 | |||||||||||||||||||||||||||||||||||
Three Consultants [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 150,000 | 150,000 | 150,000 | 150,000 | 314,069 | |||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 19,455 | $ 24,000 | $ 23,250 | $ 22,875 | $ 82,600 | |||||||||||||||||||||||||||||||
Another Consultants [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 400,000 | 193,424 | 100,000 | |||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 54,120 | $ 30,000 | $ 19,000 | |||||||||||||||||||||||||||||||||
Bruce Raben [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 200,000 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 31,020 | |||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 1,458 | |||||||||||||||||||||||||||||||||||
Unamortized expenses expected to be expensed | $ 29,562 | |||||||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 118,421 | 207,852 | ||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 22,500 | $ 45,000 | ||||||||||||||||||||||||||||||||||
President and Chief Operating Officer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 31,579 | 55,427 | ||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 6,000 | $ 12,000 | ||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 131,579 | 69,284 | ||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 25,000 | $ 15,000 | ||||||||||||||||||||||||||||||||||
Dr. Alfredo Axtmayer [Member] | ||||||||||||||||||||||||||||||||||||
Number of common stock issued for services | 100,000 | |||||||||||||||||||||||||||||||||||
Common stock issued for services, fair value | $ 26,276 | |||||||||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 6,000,000 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares designated remaining | 4,000,000 | |||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,325,942 | |||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,325,942 | |||||||||||||||||||||||||||||||||||
Preferred stock convertible into common stock shares | 6,629,710 | |||||||||||||||||||||||||||||||||||
Percentage of equity beneficial ownership | 4.99% | |||||||||||||||||||||||||||||||||||
Stock conversion, shares converted | 100,000 | 472,000 | ||||||||||||||||||||||||||||||||||
Stock conversion, shares issued | 500,000 | 2,360,000 | ||||||||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | Holders [Member] | ||||||||||||||||||||||||||||||||||||
Percentage of equity beneficial ownership | 100.00% |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Oct. 07, 2019 | Sep. 25, 2019 | Jul. 07, 2019 | Apr. 07, 2019 | Mar. 29, 2019 | Jan. 07, 2019 | Dec. 25, 2018 | Sep. 12, 2018 | Jan. 03, 2018 | Jan. 02, 2018 | Dec. 22, 2017 | Nov. 29, 2017 | Jun. 21, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 02, 2018 | Sep. 30, 2017 |
Number of options outstanding | 6,085,000 | 8,537,500 | 9,290,000 | ||||||||||||||
Number of options granted to purchase shares of common stock | 3,400,000 | 2,345,000 | 1,005,000 | ||||||||||||||
Options exercise price per share | $ 0.12 | $ 0.25 | |||||||||||||||
Volatility rate | 109.00% | 112.00% | |||||||||||||||
Unamortized expenses expected to be expensed | $ 9,750 | ||||||||||||||||
Common stock options exercised | 537,500 | ||||||||||||||||
Weighted average exercise price per share expired | $ 0.12 | ||||||||||||||||
Intrinsic value | |||||||||||||||||
Intrinsic value, market price per share | $ 0.11 | ||||||||||||||||
Intrinsic value weighted-average exercise price per share | $ 0.13 | ||||||||||||||||
Amortization of Stock Option [Member] | |||||||||||||||||
Amortization of stock options | $ 186,938 | $ 439,853 | |||||||||||||||
Common Stock Option [Member] | |||||||||||||||||
Number of common stock options exchanged for cancellation | 47,500 | ||||||||||||||||
Weighted average exercise price per share expired | $ 0.20 | ||||||||||||||||
Common Stock Option One [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of common stock options exchanged for cancellation | 110,000 | ||||||||||||||||
Weighted average exercise price per share expired | $ 0.25 | ||||||||||||||||
Common Stock Option Two [Member] | |||||||||||||||||
Options exercisable period | 3 years | ||||||||||||||||
Number of common stock options exchanged for cancellation | 1,110,000 | ||||||||||||||||
Weighted average exercise price per share expired | $ 0.44 | ||||||||||||||||
Fourteen Employees [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 345,000 | ||||||||||||||||
Options exercise price per share | $ 0.13 | ||||||||||||||||
Volatility rate | 107.00% | ||||||||||||||||
Call option value | $ 0.1017 | ||||||||||||||||
Fair value of stock options | $ 35,078 | ||||||||||||||||
Stock based compensation expense | $ 26,813 | ||||||||||||||||
Unamortized expenses expected to be expensed | 8,265 | ||||||||||||||||
Ten Employees [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 205,000 | ||||||||||||||||
Options exercise price per share | $ 0.27 | ||||||||||||||||
Volatility rate | 112.00% | ||||||||||||||||
Call option value | $ 0.21 | ||||||||||||||||
Fair value of stock options | $ 43,057 | ||||||||||||||||
Ten Employees [Member] | Options [Member] | |||||||||||||||||
Stock based compensation expense | $ 43,057 | ||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Volatility rate | 111.00% | ||||||||||||||||
Call option value | $ 0.1017 | ||||||||||||||||
Fair value of stock options | $ 40,470 | ||||||||||||||||
Stock based compensation expense | 185 | ||||||||||||||||
Unamortized expenses expected to be expensed | 40,285 | ||||||||||||||||
Chief Executive Officer [Member] | September 25, 2020 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Chief Executive Officer [Member] | September 25, 2021 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Chief Executive Officer [Member] | September 25, 2022 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Consultant [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Volatility rate | 111.00% | ||||||||||||||||
Call option value | $ 0.1017 | ||||||||||||||||
Fair value of stock options | $ 40,470 | ||||||||||||||||
Stock based compensation expense | 185 | ||||||||||||||||
Unamortized expenses expected to be expensed | 40,285 | ||||||||||||||||
Consultant [Member] | September 25, 2020 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Consultant [Member] | September 25, 2021 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Consultant [Member] | September 25, 2022 [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 125,000 | ||||||||||||||||
Options exercise price per share | $ 0.102 | ||||||||||||||||
Chief Science Officer [Member] | |||||||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | 10 years | 1 year | ||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||
Number of options vested | 125,000 | 125,000 | 125,000 | 125,000 | 200,000 | ||||||||||||
Options exercise price per share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.16 | ||||||||||||
Volatility rate | 107.00% | 107.00% | |||||||||||||||
Call option value | $ 0.1019 | $ 0.1245 | |||||||||||||||
Fair value of stock options | $ 50,934 | $ 24,905 | |||||||||||||||
Stock based compensation expense | 49,628 | ||||||||||||||||
Unamortized expenses expected to be expensed | 1,306 | ||||||||||||||||
Chief Science Officer [Member] | Options [Member] | |||||||||||||||||
Stock based compensation expense | 23,735 | 1,170 | |||||||||||||||
Bruce Raben [Member] | |||||||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | 10 years | |||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||
Number of options vested | 125,000 | 125,000 | 125,000 | 125,000 | |||||||||||||
Options exercise price per share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | |||||||||||||
Volatility rate | 107.00% | ||||||||||||||||
Call option value | $ 0.1019 | ||||||||||||||||
Fair value of stock options | $ 50,934 | ||||||||||||||||
Stock based compensation expense | 49,628 | ||||||||||||||||
Unamortized expenses expected to be expensed | $ 1,306 | ||||||||||||||||
President and Chief Operating Officer [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 500,000 | ||||||||||||||||
Options exercise price per share | $ 0.27 | ||||||||||||||||
Volatility rate | 112.00% | ||||||||||||||||
Call option value | $ 0.2094 | ||||||||||||||||
Fair value of stock options | $ 104,698 | ||||||||||||||||
President and Chief Operating Officer [Member] | Options [Member] | |||||||||||||||||
Stock based compensation expense | 104,698 | ||||||||||||||||
Chief Scientist [Member] | |||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||
Number of options vested | 100,000 | ||||||||||||||||
Options exercise price per share | $ 0.27 | ||||||||||||||||
Volatility rate | 112.00% | ||||||||||||||||
Call option value | $ 0.21 | ||||||||||||||||
Fair value of stock options | $ 21,004 | ||||||||||||||||
Chief Scientist [Member] | Options [Member] | |||||||||||||||||
Stock based compensation expense | $ 21,004 | ||||||||||||||||
Former CEO [Member] | |||||||||||||||||
Number of common stock shares issued | 475,000 | ||||||||||||||||
Number of common stock options exchanged for cancellation | 4,750,000 | ||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||
Options exercise price per share | $ 0.13 | ||||||||||||||||
Option plan expense | $ 36,764 | ||||||||||||||||
Two Option Holders [Member] | |||||||||||||||||
Options exercise price per share | $ 0.181 | ||||||||||||||||
Number of common stock shares issued | 317,172 | ||||||||||||||||
Common stock options exercised | 500,000 | ||||||||||||||||
Option Holder [Member] | |||||||||||||||||
Options exercise price per share | $ 0.22 | ||||||||||||||||
Number of common stock shares issued | 21,000 | 21,000 | |||||||||||||||
Common stock options exercised | 37,500 | 37,500 | |||||||||||||||
2012 Stock Incentive Plan [Member] | |||||||||||||||||
Number of shares issued under stock plan | 11,500,000 | ||||||||||||||||
Options exercisable period | 10 years |
Common Stock Options - Schedule
Common Stock Options - Schedule of Re-Priced Options Issued to Officers and Directors for Services (Details) - $ / shares | Jan. 07, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Number of Options | 3,400,000 | 2,345,000 | 1,005,000 |
Cindy Orser [Member] | Original Grant Date 6/1/2015 [Member] | |||
Option Type | NSO Options | ||
Number of Options | 200,000 | ||
Term In MOS | 120 months | ||
Original Exercise price | $ 0.40 | ||
New Exercise Price | $ 0.13 | ||
Cindy Orser [Member] | Original Grant Date 11/29/2017 [Member] | |||
Option Type | NSO Options | ||
Number of Options | 100,000 | ||
Term In MOS | 120 months | ||
Original Exercise price | $ 0.27 | ||
New Exercise Price | $ 0.13 | ||
Todd Peterson [Member] | Original Grant Date 6/19/2015 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 100,000 | ||
Term In MOS | 120 months | ||
Original Exercise price | $ 0.33 | ||
New Exercise Price | $ 0.13 | ||
Todd Denkin [Member] | Original Grant Date 6/21/2016 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 2,500,000 | ||
Term In MOS | 120 months | ||
Original Exercise price | $ 0.20 | ||
New Exercise Price | $ 0.13 | ||
Todd Denkin [Member] | Original Grant Date 12/22/2017 [Member] | |||
Option Type | ISO Options | ||
Number of Options | 500,000 | ||
Term In MOS | 120 months | ||
Original Exercise price | $ 0.27 | ||
New Exercise Price | $ 0.13 |
Common Stock Options - Summary
Common Stock Options - Summary of Common Stock Options Outstanding (Details) | 12 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price, Minimum | $ 0.102 |
Range of Exercise Price, Maximum | $ 0.27 |
Number of Options Outstanding | shares | 6,085,000 |
Weighted Average Remaining Contractual Life | 8 years 7 days |
Weighted Average Exercise Price | $ 0.13 |
Number of Shares Exercisable | shares | 4,760,000 |
Weighted Average Exercise Price Exercisable | $ 0.14 |
Common Stock Options - Schedu_2
Common Stock Options - Schedule of Option Pricing Model Weighted-average Assumptions Used for Grant Under Fixed Option Plan (Details) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Average risk-free interest rates | 2.13% | 1.36% |
Average expected life (in years) | 5 years | 5 years 2 months 30 days |
Volatility | 109.00% | 112.00% |
Common Stock Options - Summar_2
Common Stock Options - Summary of Common Stock Options Activity Outstanding (Details) - $ / shares | Jan. 07, 2019 | Sep. 30, 2019 | Sep. 30, 2018 |
Equity [Abstract] | |||
Number of Shares Outstanding, Beginning balance | 8,537,500 | 9,290,000 | |
Number of Shares Options issued | 3,400,000 | 2,345,000 | 1,005,000 |
Number of Shares Options exercised | (537,500) | ||
Number of Shares Options repurchased/expired | (4,797,500) | (1,220,000) | |
Number of Shares Outstanding, Ending balance | 6,085,000 | 8,537,500 | |
Number of Shares Exercisable | 4,760,000 | ||
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.20 | $ 0.23 | |
Weighted Average Exercise Price, Options issued | 0.12 | 0.25 | |
Weighted Average Exercise Price, Options exercised | (0.18) | ||
Weighted Average Exercise Price, Options repurchased/expired | (0.20) | (0.42) | |
Weighted Average Exercise Price, Outstanding, Ending | 0.13 | $ 0.20 | |
Weighted Average Exercise Price, Exercisable | $ 0.14 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - $ / shares | Jan. 03, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 30, 2017 |
Number of warrant to purchase of common stock shares | 200,000 | 300,000 | |||
Warrants exercise price per share | $ 0.29 | $ 0.30 | $ 0.45 | ||
Warrant Holder [Member] | |||||
Number of warrant to purchase of common stock shares | 71,428 | ||||
Warrants exercise price per share | $ 0.26 | ||||
Number of common stock shares issued | 34,285 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) | 12 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price, Minimum | $ 0.1901 |
Range of Exercise Price, Maximum | $ 0.30 |
Number of Warrants Outstanding | shares | 3,417,126 |
Weighted Average Remaining Contractual Life | 1 year 8 months 23 days |
Weighted Average Exercise Price | $ 0.25 |
Number of Warrants Exercisable | shares | 3,417,126 |
Weighted Average Exercise Price, Exercisable | $ 0.25 |
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, 2019 | Sep. 30, 2018 | |
Average risk-free interest rates | 2.13% | 1.36% |
Average expected life (in years) | 5 years | 5 years 2 months 30 days |
Volatility | 109.00% | 112.00% |
Warrants One [Member] | ||
Average risk-free interest rates | 1.56% | |
Average expected life (in years) | 0 years | 3 years |
Volatility | 110.00% |
Common Stock Warrants - Summa_2
Common Stock Warrants - Summary of Common Stock Warrants Activity Outstanding (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Equity [Abstract] | ||
Number of Shares, Balance beginning | 6,450,462 | 5,942,422 |
Number of Shares, Warrants granted | 1,079,468 | |
Number of Shares, Warrants exercised | (71,428) | |
Number of Shares, Warrants expired | (3,033,336) | (500,000) |
Number of Shares, Balance ending | 3,417,126 | 6,450,462 |
Number of Shares, Exercisable | 3,417,126 | |
Weighted Average Exercise Price, Balance, beginning | $ 0.28 | $ 0.28 |
Weighted Average Exercise Price, Warrants granted | 0.29 | |
Weighted Average Exercise Price, Warrants exercised | (0.26) | |
Weighted Average Exercise Price, Warrants expired | (0.30) | (0.36) |
Weighted Average Exercise Price, Balance, ending | 0.25 | $ 0.28 |
Weighted Average Exercise Price, Exercisable | $ 0.25 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 201,050 | $ 191,751 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) | Sep. 30, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 49,726 |
2020 | 151,283 |
2021 | 50,102 |
Total | $ 251,111 |
Other Income - Schedule of Othe
Other Income - Schedule of Other Income (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Other Income and Expenses [Abstract] | ||
Settlement income on note receivable | $ 30,000 | |
Rental income on subleases | 83,400 | 76,800 |
Restitution income | 28,312 | |
Other income | $ 113,400 | $ 105,112 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended |
Sep. 30, 2019USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 9,142,000 |
Operating loss expiration year | 2031 |
Income Tax - Schedule of Effect
Income Tax - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21.00% | 21.00% |
State income taxes | 0.00% | 0.00% |
Change in valuation allowance | (21.00%) | (21.00%) |
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, 2019 | Sep. 30, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 1,919,820 | $ 1,676,325 |
Net deferred tax assets before valuation allowance | 1,919,820 | 1,676,325 |
Less: Valuation allowance | (1,919,820) | (1,676,325) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 26, 2019 | Dec. 25, 2019 | Sep. 25, 2019 | Jun. 25, 2019 | Mar. 25, 2019 | Dec. 25, 2018 | Sep. 25, 2018 | Jun. 25, 2018 | Mar. 26, 2018 | Dec. 22, 2017 | Sep. 30, 2019 | Sep. 30, 2018 |
Common stock shares issued for services, value | $ 333,717 | $ 452,537 | ||||||||||
Chief Financial Officer [Member] | ||||||||||||
Common stock issued for services, shares | 147,059 | 104,167 | 73,171 | 115,652 | 98,361 | 78,947 | 138,568 | 300,000 | ||||
Common stock shares issued for services, value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 30,000 | $ 78,828 | ||||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||
Common stock issued for services, shares | 440,049 | |||||||||||
Common stock shares issued for services, value | $ 60,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Notes payable borowed | $ 291,931 | |||||||||||
Promissory note bearing interest | 5.75% | |||||||||||
Debt instrument, term | 5 years | |||||||||||
Equipment purchase price | $ 368,733 | |||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||
Common stock issued for services, shares | 171,233 | |||||||||||
Common stock shares issued for services, value | $ 15,000 |