Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Sep. 30, 2020 | Jan. 26, 2021 | Mar. 31, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | Digipath, Inc. | ||
Entity Central Index Key | 0001502966 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2020 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | 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 | $ 3,831,573 | ||
Entity Common Stock, Shares Outstanding | 64,065,390 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Current assets: | ||
Cash | $ 82,749 | $ 323,739 |
Accounts receivable, net | 242,145 | 179,256 |
Other current assets | 53,673 | 74,620 |
Deposits | 18,675 | 51,704 |
Total current assets | 397,242 | 629,319 |
Right-of-use asset | 505,706 | |
Fixed assets, net | 885,405 | 726,614 |
Total Assets | 1,788,353 | 1,355,933 |
Current liabilities: | ||
Accounts payable | 387,946 | 136,612 |
Accrued expenses | 163,152 | 134,881 |
Short term advances | 50,112 | |
Current portion of operating lease liabilities | 84,731 | |
Current portion of finance lease liabilities | 32,532 | |
Current maturities of notes payable | 54,317 | |
Convertible notes payable | 200,000 | |
Total current liabilities | 772,790 | 471,493 |
Non-current liabilities: | ||
Operating lease liabilities | 423,752 | |
Finance lease liabilities | 20,379 | |
Notes payable | 418,907 | |
Convertible notes payable, net of discounts of $8,322 and $41,426 at September 30, 2020 and 2019, respectively | 1,241,678 | 458,574 |
Total non-current liabilities | 2,104,716 | 458,574 |
Total Liabilities | 2,877,506 | 930,067 |
Stockholders' Equity (Deficit): | ||
Series A convertible preferred stock, $0.001 par value, 10,000,000 shares authorized; 1,325,942 shares issued and outstanding | 1,326 | 1,326 |
Common stock, $0.001 par value, 250,000,000 shares authorized; 58,270,567 and 48,361,433 shares issued and outstanding at September 30, 2020 and 2019, respectively | 58,271 | 48,361 |
Additional paid-in capital | 16,116,400 | 15,331,839 |
Accumulated (deficit) | (17,265,150) | (14,955,660) |
Total Stockholders' Equity (Deficit) | (1,089,153) | 425,866 |
Total Liabilities and Stockholders' Equity (Deficit) | $ 1,788,353 | $ 1,355,933 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Statement of Financial Position [Abstract] | ||
Convertible notes payable discounts noncurrent | $ 8,322 | $ 41,426 |
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 | 1,325,942 |
Series A convertible preferred stock, shares outstanding | 1,325,942 | 1,325,942 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 58,270,567 | 48,361,433 |
Common stock, shares outstanding | 58,270,567 | 48,361,433 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||
Revenues | $ 2,574,399 | $ 2,552,600 |
Cost of sales | 1,778,564 | 1,712,788 |
Gross profit | 795,835 | 839,812 |
Operating expenses: | ||
General and administrative | 1,483,253 | 1,673,785 |
Professional fees | 782,885 | 878,525 |
Bad debts expense | 91,558 | 130,640 |
Impairment expense | 630,521 | |
Total operating expenses | 2,988,217 | 2,682,950 |
Operating loss | (2,192,382) | (1,843,138) |
Other income (expense): | ||
Other income | 81,009 | 113,400 |
Loss on disposal of fixed assets | (50,093) | (9,924) |
Interest expense | (148,024) | (65,670) |
Total other income (expense) | (117,108) | 37,806 |
Net loss | $ (2,309,490) | $ (1,805,332) |
Weighted average number of common shares outstanding - basic and fully diluted | 53,455,848 | 46,178,953 |
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 StockMember | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Total |
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 sold for cash | $ 3,125 | 621,875 | 625,000 | ||
Common stock sold for cash, shares | 3,125,000 | ||||
Common stock issued for services | $ 2,016 | 331,701 | 333,717 | ||
Common stock issued for services, shares | 2,016,069 | ||||
Common stock issued in exchange for termination of options | $ 475 | (475) | |||
Common stock issued in exchange for termination of options, shares | 475,000 | ||||
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 | |||
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 | |||
Common stock sold for cash | $ 706 | 55,794 | 56,500 | ||
Common stock sold for cash, shares | 706,250 | ||||
Common stock issued for services | $ 2,704 | 149,846 | 152,550 | ||
Common stock issued for services, shares | 2,702,884 | ||||
Common stock options issued for services | 141,659 | 141,659 | |||
Common stock issued for acquisition of VSSL Enterprises, Ltd. | $ 6,500 | 367,250 | 373,750 | ||
Common stock issued for acquisition of VSSL Enterprises, Ltd., shares | 6,500,000 | ||||
Common stock warrants issued for services | 70,012 | 70,012 | |||
Net loss | (2,309,490) | (2,309,490) | |||
Balance at Sep. 30, 2020 | $ 1,326 | $ 58,271 | $ 16,116,400 | $ (17,265,150) | $ (1,089,153) |
Balance, shares at Sep. 30, 2020 | 1,325,942 | 58,270,567 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net loss | $ (2,309,490) | $ (1,805,332) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | 91,558 | 130,640 |
Depreciation and amortization expense | 323,391 | 260,645 |
Loss on disposal of fixed assets | 50,093 | 9,924 |
Gain on modification of operating leases | (1,724) | |
Inventory impairment | 37,900 | |
Goodwill impairment | 592,621 | |
Stock issued for services | 152,550 | 333,717 |
Options and warrants granted for services | 211,671 | 186,938 |
Amortization of debt discounts | 33,104 | 29,538 |
Decrease (increase) in assets: | ||
Accounts receivable | (152,862) | (47,162) |
Other current assets | 26,206 | (1,930) |
Inventory | (37,900) | |
Deposits | 33,029 | (26,057) |
Right-of-use assets | 182,120 | |
Increase (decrease) in liabilities: | ||
Accounts payable | 248,754 | (189,252) |
Accrued expenses | 24,993 | 76,643 |
Lease liabilities | (177,619) | |
Deferred revenues | (525) | |
Net cash used in operating activities | (671,605) | (1,042,213) |
Cash flows from investing activities | ||
Cash acquired from affiliate in acquisition of VSSL | 143 | |
Cash paid for purchase of VSSL Enterprises, Ltd. | (200,000) | |
Proceeds received on disposal of fixed assets | 5,032 | |
Purchase of fixed assets | (141,151) | (45,107) |
Advance of note receivable | (95,000) | |
Net cash used in investing activities | (341,008) | (135,075) |
Cash flows from financing activities | ||
Proceeds from short term advances | 55,112 | |
Repayments of short term advances | (25,000) | |
Principal payments on finance lease | (46,282) | |
Principal payments on note payable, equipment financing | (38,741) | |
Proceeds from notes payable | 220,034 | |
Proceeds from convertible notes | 550,000 | 700,000 |
Proceeds from sale of common stock | 56,500 | 625,000 |
Net cash provided by financing activities | 771,623 | 1,325,000 |
Net increase (decrease) in cash | (240,990) | 147,712 |
Cash - beginning | 323,739 | 176,027 |
Cash - ending | 82,749 | 323,739 |
Supplemental disclosures: | ||
Interest paid | 57,906 | 4,066 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Fair value of net assets acquired in business combination from affiliate | 18,871 | |
Fair value of common stock paid in business combination from affiliate | 373,750 | |
Fixed assets acquired with capitalized finance lease | 99,193 | |
Fixed assets acquired with note payable, equipment financing | 291,931 | |
Value of preferred stock converted to common stock | 100,000 | |
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, 2020 | |
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 mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and has plans to open labs in other states and countries that have legalized the sale of cannabis, beginning with California. 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, 2020: 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 VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) (2) (3) (4) (5) 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. 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 $128,944 and $50,540 as of September 30, 2020 and 2019, 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 The Company recognizes revenue in accordance with 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. 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. Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $45,120 and $221,980 for the years ended September 30, 2020 and 2019, 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, 2020 and 2019, 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 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of 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. Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on October 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. 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, 2020 | |
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 $17,265,150 and negative working capital of $345,436, and as of September 30, 2020, 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, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 3 – Related Party Transactions Common Stock Issued to Affiliate for Acquisition On March 11, 2020, the Company acquired all of VSSL’s outstanding shares of capital stock from VSSL’s stockholders for consideration consisting of 6,500,000 shares of the Company’s common stock and a cash payment of $200,000. The aggregate fair value of the Company’s common stock was $373,750 based on the closing price of the Company’s common stock on the closing date. Prior to the closing of the acquisition, on September 25, 2019, the Company appointed one of the principal sellers of VSSL, Kyle Remenda, as CEO of Digipath, Inc. Mr. Remenda subsequently resigned on July 1, 2020 due to COVID-19 travel restrictions. Stock Issued to Officers for Services During the year ended September 30, 2020, we issued an aggregate total of 1,452,884 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. Options Issued to Officers and Directors for Services On March 25, 2020, we granted options to purchase 500,000 shares of common stock as compensation for services to our former Chief Financial Officer. The options vested immediately as to 166,667 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0468, was $23,425. The options are being expensed over the vesting period, resulting in $11,713 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $11,712 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our former Chief Executive Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options were expensed over the vesting period, resulting in $18,710 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, the options were forfeited due to his resignation. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our former Chief Operating Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options are being expensed over the vesting period, resulting in $18,710 of stock-based compensation expense during the year ended September 30, 2020. The options were forfeited on December 30, 2020 due to his resignation. As of September 30, 2020, a total of $4,716 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 1,000,000 shares of common stock as compensation for services to our Chairman of the Board of Directors. The options vested immediately as to 333,333 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $49,894. The options are being expensed over the vesting period, resulting in $24,947 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $24,947 of unamortized expenses are expected to be expensed over the vesting period. On January 31, 2020, we granted options to purchase 250,000 shares of common stock as compensation for Director services to Dennis Hartmann. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $4,270 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $12,808 of unamortized expenses are expected to be expensed over the vesting period. On January 29, 2020, Edmond A. DeFrank was appointed to the Company’s Board of Directors, filling the vacancy resulting from the resignation of Dr. Cindy Orser on January 20, 2020. On January 31, 2020, we granted Mr. DeFrank options to purchase 250,000 shares of common stock as compensation for Director services. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $4,270 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $12,808 of unamortized expenses are expected to be expensed over the vesting period. |
Acquisition from Affiliate
Acquisition from Affiliate | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisition from Affiliate | Note 4 – Acquisition from Affiliate On March 9, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with VSSL Enterprises Ltd (“VSSL”), Kyle Joseph Remenda (“Remenda”), Philippe Olivier Henry, PhD (“Henry”), Audim Ventures Ltd. (“Audim”), and Britt Ash Enterprises Ltd. (“Britt Ash” and, together with Remenda, Henry and Audim, the “VSSL Stockholders”), pursuant to which the Company acquired all of VSSL’s outstanding shares of capital stock from the VSSL Stockholders for consideration consisting of 6,500,000 shares of Digipath’s common stock and a cash payment of $200,000. The closing of the acquisition occurred on March 11, 2020. The aggregate fair value of the common stock was $373,750 based on the closing price of the Company’s common stock on the date of closing. Mr. Remenda, who held 45% of the VSSL’s shares prior to its acquisition by the Company, is the CEO of VSSL and was appointed as Digipath’s Chief Executive Officer in September 2019 in connection with the execution of the binding letter of intent with respect to the Company’s acquisition of VSSL. In addition, Mr. Henry, who also held 45% of VSSL’s shares prior to its acquisition by the Company, was engaged as a consultant by Digipath in September 2019. Messrs. Remenda and Henry resigned July 1, 2020 and June 12, 2020, respectively. This acquisition was accounted for as a business combination under the purchase method of accounting. The purchase resulted in the recognition of $592,621 of goodwill, which was determined to be impaired and expensed on September 30, 2020. According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows: March 11, 2020 Consideration: Cash $ 200,000 Fair value of 6,500,000 shares of common stock 373,750 Liabilities assumed 20,600 Total consideration $ 594,350 Fair value of identifiable assets acquired assumed: Cash $ 143 Accounts receivable 1,585 Total fair value of assets assumed 1,729 Consideration paid in excess of fair value (Impaired Goodwill) (1) $ 592,621 (1) Pro Forma Results The following table sets forth the unaudited pro forma results of the Company as if the acquisition of VSSL was effective on the first day of each of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. For the Years Ended September 30, 2020 2019 (Unaudited) (Unaudited) Revenues $ 2,588,803 $ 2,666,374 Net loss $ (2,343,662 ) $ (1,788,680 ) Basic and diluted net loss per share $ (0.04 ) $ (0.03 ) Weighted average number of common shares outstanding - basic and fully diluted 56,350,657 52,678,953 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 5 – 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, 2020 and 2019, respectively: Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 82,749 $ - $ - Total assets 82,749 - - Liabilities Short term advances - 20,000 - Lease liabilities - - 561,394 Notes payable - 503,336 - Convertible notes payable, net of discounts of $8,322 - - 1,241,678 Total liabilities - 523,336 1,803,072 $ 82,749 $ (523,336 ) $ (1,803,072 ) 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 ) The fair value of our intellectual properties is deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. Level 3 liabilities consist of a total of $1,250,000 of convertible debentures, net of discounts of $8,322 and $41,426 as of September 30, 2020 and 2019, respectively. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the years ended September 30, 2020 or 2019. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Accounts Receivable | Note 6 – Accounts Receivable Accounts receivable was $242,145 and $179,256 at September 30, 2020 and 2019, respectively, net of allowance for uncollectible accounts of $128,944 and $50,540 at September 30, 2020 and 2019, respectively. |
Other Current Assets
Other Current Assets | 12 Months Ended |
Sep. 30, 2020 | |
Other Current Assets | |
Other Current Assets | Note 7 – Other Current Assets Other current assets consist of the following: September 30, September 30, 2020 2019 Prepaid expenses $ 48,151 $ 74,620 Other receivable 5,522 - Total prepaid expenses $ 53,673 $ 74,620 |
Note Receivable
Note Receivable | 12 Months Ended |
Sep. 30, 2020 | |
Receivables [Abstract] | |
Note Receivable | Note 8 – 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, 2020 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 9 – Fixed Assets Fixed assets consist of the following at September 30, 2020 and 2019: For the Years Ended September 30, 2020 2019 Software $ 124,697 $ 123,492 Office equipment 74,777 55,061 Furniture and fixtures 29,879 29,115 Lab equipment 1,398,716 1,118,942 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 - 2,221,379 1,820,727 Less: accumulated depreciation (1,335,974 ) (1,094,113 ) Total $ 885,405 $ 726,614 On various dates from June 30, 2020 through September 30, 2020, the Company disposed of lab equipment no longer in service. No proceeds were received on the disposal of the equipment, resulting in a loss on disposal of fixed assets of $50,093, which represented the net book value at the time of disposal. 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 $323,391 and $260,645 for the years ended September 30, 2020 and 2019, respectively. |
Leases
Leases | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | Note 10 – Leases The Company leases its operating and office facility under a non-cancelable real property lease agreement that expires on August 31, 2025. The Company also has a financing lease for lab equipment subject to the recently adopted ASU 2016-02. In the locations in which it is economically feasible to continue to operate, management expects to enter into a new lease upon expiration. The operating and office facility lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The components of lease expense were as follows: For the Year Ended September 30, 2020 Operating lease cost $ 207,772 Finance lease cost: Amortization of assets 20,224 Interest on lease liabilities 10,696 Sublease income (79,285 ) Total net lease cost $ 159,407 Supplemental balance sheet information related to leases was as follows: September 30, 2020 Operating leases: Operating lease assets $ 505,706 Current portion of operating lease liabilities $ 84,731 Noncurrent operating lease liabilities 423,752 Total operating lease liabilities $ 508,483 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (19,839 ) Equipment, net $ 79,354 Current portion of finance lease liabilities $ 32,532 Noncurrent finance lease liabilities 20,379 Total finance lease liabilities $ 52,911 Weighted average remaining lease term: Operating leases 4.92 years Finance leases 1.55 years Weighted average discount rate: Operating leases 5.75 % Finance lease 18.41 % Supplemental cash flow and other information related to leases was as follows: For the Year Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ 79,285 Operating cash flows used for operating leases $ 177,619 Financing cash flows used for finance leases $ 46,282 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 528,616 Total finance lease liabilities $ 99,193 The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of September 30, 2020: Fiscal Year Ending Minimum Lease September 30, Commitments 2021 $ 111,782 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 587,234 Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at September 30, 2020: Finance Leases 2021 $ 40,197 2022 21,644 Total minimum lease payments 61,841 Less interest 8,930 Present value of lease liabilities 52,911 Less current portion 32,532 Long-term lease liabilities $ 20,379 |
Short Term Advances
Short Term Advances | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Short Term Advances | Note 11 – Short Term Advances Short term advances consist of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On July 20, 2020, we received $30,112 as a short-term loan from one of our convertible noteholders. The loan bears interest at the rate of 8.0% per annum. $ 30,112 $ - On January 21, 2020, we received $20,000 as a short-term loan from one of our convertible noteholders. No interest expense was recognized. 20,000 - On December 26, 2019, we received $25,000 as a short-term loan from one of our convertible noteholders. The advance was subsequently repaid on February 6, 2020. No interest expense was recognized. - - Total short term advances $ 50,112 $ - The Company recorded interest expense pursuant to the stated interest rates on the short term loans in the amount of $61 for the year ended September 30, 2020. |
Notes Payable
Notes Payable | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 12 –Notes Payable Notes payable consists of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On June 22, 2020, the Company, borrowed $40,114 from Cross River Bank, pursuant to a Promissory Note issued by the Company to Cross River Bank (the “Company PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “Payroll Protection Program”). The Company PPP Note carried interest at 1.00% per annum, payable monthly beginning December 22, 2020, and was due on June 22, 2025. The Digipath, Inc. PPP Note and interest was forgiven by the Small Business Administration (“SBA”) on January 12, 2021. $ 40,114 $ - On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc. (“Labs”), borrowed $179,920 from WebBank Corp, pursuant to a Promissory Note issued by Labs to WebBank Corp (the “Labs PPP Note”). The loan was made pursuant to the Payroll Protection Program. The Labs PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The Labs PPP Note may be repaid at any time without penalty. 179,920 - On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. 253,190 - Total notes payable 473,224 - Less: current maturities (54,317 ) - Notes payable $ 418,907 $ - The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $16,473 during the year ended September 30, 2020. |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 13 – Convertible Notes Payable Convertible notes payable consist of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. $ 50,000 $ - On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 150,000 - On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $400,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 350,000 - 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 200,000 200,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 350,000 350,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 150,000 150,000 Total convertible notes payable 1,250,000 700,000 Less: unamortized debt discounts (8,322 ) (41,426 ) 1,241,678 658,574 Less: current maturities - (200,000 ) Convertible notes payable $ 1,241,678 $ 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, 2020. 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. The Company recorded debt amortization expense attributed to the aforementioned debt discount in the amounts of $33,104 and $29,538, during the years ended September 30, 2020 and 2019, respectively. 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 $87,690 and $36,132 for the years ended September 30, 2020 and 2019, respectively. The Company recognized interest expense for the years ended September 30, 2020 and 2019, respectively, as follows: September 30, September 30, 2020 2019 Interest on short term loans $ 61 $ - Interest on capital leases 10,696 - Interest on notes payable 16,473 - Amortization of beneficial conversion features 33,104 29,538 Interest on convertible notes 87,690 36,132 Total interest expense $ 148,024 $ 65,670 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Note 14 – 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, 2020, 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, 2020 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. Common Stock Common stock consists of $0.001 par value, 250,000,000 shares authorized, of which 58,270,567 shares were issued and outstanding as of September 30, 2020. Common Stock Sales for the Year Ended September 30, 2020 On February 10, 2020, the Company sold 81,250 shares of its common stock in exchange for proceeds of $6,500. On January 16, 2020, the Company sold a total of 625,000 shares of its common stock in exchange for proceeds of $50,000. 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 Issued to Affiliate for Acquisition On March 11, 2020, the Company acquired all of VSSL’s outstanding shares of capital stock from VSSL’s stockholders for consideration consisting of 6,500,000 shares of the Company’s common stock and a cash payment of $200,000. The aggregate fair value of the Company’s common stock was $373,750 based on the closing price of the Company’s common stock on the closing date. Additional Common Stock Issuances for the Year Ended September 30, 2020 On September 25, 2020, the Company issued 657,895 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, 2020, the Company issued 375,000 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, 2020, the Company issued 248,756 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, 2020, the Company issued 750,000 shares of common stock to a consultant for investor relations services to be performed from March 25, 2020 through August 25, 2020. The fair value of the common stock was $45,300 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 January 27, 2020, the Company issued 500,000 shares of common stock to a consultant for investor relations services to be performed from February 1, 2020 through July 31, 2020. The fair value of the common stock was $37,500 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. The shares were subsequently issued on April 6, 2020. 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. 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. Amortization of Stock-Based Compensation A total of $45,300 of stock-based compensation expense was recognized during the year ended September 30, 2020 as a result of the issuance of 750,000 shares of common stock to a consultant on March 25, 2020, as amortized over the requisite service period. A total of $37,500 of stock-based compensation expense was recognized during the year ended September 30, 2020 as a result of the issuance of 500,000 shares of common stock to a consultant on January 27, 2020, as amortized over the requisite service period. A total of $29,562 of stock-based compensation expense was recognized during the year ended September 30, 2019, 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 $9,750 and $48,750 of stock-based compensation expense was recognized during the years ended September 30, 2020 and 2019, respectively, 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. A total of $211,671 and $186,938 of stock-based compensation expense was recognized from the amortization of options and warrants over their vesting period during the years ended September 30, 2020 and 2019, respectively. |
Common Stock Options
Common Stock Options | 12 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 15 – 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 3,570,000 shares of common stock were outstanding as of September 30, 2020. Common Stock Option Issuances for the Year Ended September 30, 2020 On March 25, 2020, we granted options to purchase 500,000 shares of common stock as compensation for services to our Chief Financial Officer. The options vested immediately as to 166,667 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0468, was $23,425. The options are being expensed over the vesting period, resulting in $11,713 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $11,712 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our former Chief Executive Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options were expensed over the vesting period, resulting in $18,710 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, the options were forfeited due to his resignation. On March 9, 2020, we granted options to purchase 750,000 shares of common stock as compensation for services to our former Chief Operating Officer. The options vested immediately as to 250,000 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $37,420. The options are being expensed over the vesting period, resulting in $18,710 of stock-based compensation expense during the year ended September 30, 2020. The options were forfeited on December 30, 2020 due to his resignation. As of September 30, 2020, a total of $4,716 of unamortized expenses are expected to be expensed over the vesting period. On March 9, 2020, we granted options to purchase 1,000,000 shares of common stock as compensation for services to our Chairman of the Board of Directors. The options vested immediately as to 333,333 shares and the remaining shares vest in equal monthly amounts over the next 24 months following the grant date, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0499, was $49,894. The options are being expensed over the vesting period, resulting in $24,947 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $24,947 of unamortized expenses are expected to be expensed over the vesting period. On February 18, 2020, we granted options to purchase 100,000 shares of common stock as compensation for services to a consultant. The options vested immediately, and are exercisable for a five-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $0.0403, was $4,031. On February 18, 2020, we granted options to purchase 100,000 shares of common stock as compensation for services to another consultant. The options vested immediately, and are exercisable for a five-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 108% and a call option value of $0.0403, was $4,031. On January 31, 2020, we granted options to purchase 250,000 shares of common stock as compensation for Director services to Dennis Hartmann. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $4,270 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $12,808 of unamortized expenses are expected to be expensed over the vesting period. On January 29, 2020, Edmond A. DeFrank was appointed to the Company’s Board of Directors, filling the vacancy resulting from the resignation of Dr. Cindy Orser on January 20, 2020. On January 31, 2020, we granted Mr. DeFrank options to purchase 250,000 shares of common stock as compensation for Director services. The options vested immediately as to 62,500 shares and as to an additional 62,500 shares on each of January 31, 2021, January 31, 2022, and January 31, 2023, and are exercisable for a ten-year period at an exercise price of $0.10 per share. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 238% and a call option value of $0.0683, was $17,078. The options are being expensed over the vesting period, resulting in $4,270 of stock-based compensation expense during the year ended September 30, 2020. As of September 30, 2020, a total of $12,808 of unamortized expenses are expected to be expensed over the vesting period. 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 former 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 were expensed over the vesting period, resulting in $20,050 and $185 of stock-based compensation expense during the years ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the options were forfeited due to his resignation. 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 were expensed over the vesting period, resulting in $$20,050 and $185 of stock-based compensation expense during the years ended September 30, 2020 and 2019, respectively. As of September 30, 2020, the options were forfeited due to his resignation. On January 7, 2019, we granted options to purchase 500,000 shares of common stock as compensation for services to our former 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 were expensed over the vesting period, resulting in $1,306 and $49,628 of stock-based compensation expense during the years ended September 30, 2020 and 2019, respectively. 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 were expensed over the vesting period, resulting in $1,306 and $49,628 of stock-based compensation expense during the years ended September 30, 2020 and 2019, respectively. 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 were expensed over the vesting period, resulting in $8,265 and $26,813 of stock-based compensation expense during the years ended September 30, 2020 and 2019, respectively. 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 *Forfeited due to resignations during the year ended September 30, 2020. Common Stock Options Expired for the Year Ended September 30, 2020 During the year ended September 30, 2020, options to purchase an aggregate total of 6,215,000 shares of common stock at a weighted average exercise price of $0.13 per share expired. Common Stock Options 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. The following is a summary of information about the stock options outstanding at September 30, 2020. 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 $ 0.10 – $0.13 3,570,000 8.85 years $ 0.11 2,070,000 $ 0.11 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, 2020 2019 Average risk-free interest rates 0.92 % 2.13 % Average expected life (in years) 5.00 5.00 Volatility 141 % 109 % 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, 2020 and September 30, 2019, 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, 2020 was approximately $0.10 per option. The following is a summary of activity of outstanding common stock options: Weighted Average Number Exercise of Shares Price 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 Options issued 3,700,000 0.10 Options expired (6,215,000 ) (0.13 ) Balance, September 30, 2020 3,570,000 $ 0.11 Exercisable, September 30, 2020 2,070,000 $ 0.11 Amortization of Stock Options A total of $141,659 and $186,938 of stock-based compensation expense was recognized from the amortization of options over their vesting period during the years ended September 30, 2020 and 2019, respectively. As of September 30, 2020, these options in the aggregate had no intrinsic value as the per share market price of $0.018 of the Company’s common stock as of such date was less than the weighted-average exercise price of these options of $0.11. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Common Stock Warrants | Note 16 – Common Stock Warrants Warrants to purchase a total of 4,274,269 shares of common stock were outstanding as of September 30, 2020. On March 9, 2020, we granted a ten-year warrant to purchase 1,500,000 shares of common stock at a price of $0.10 per share to a consultant as compensation for services. The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 110% and a call option value of $0.0467, was $70,012. On February 21, 2020, warrants to purchase 642,857 shares of common stock at $0.26 per share expired. The following is a summary of information about our warrants to purchase common stock outstanding at September 30, 2020 (including those issued to both investors and service providers). Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.10 – $0.30 4,274,269 3.99 years $ 0.20 4,274,269 $ 0.20 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, 2020 2019 Average risk-free interest rates 0.46 % N/A Average expected life (in years) 10.00 N/A Volatility 110 % N/A 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, 2020 was approximately $0.20 per warrant. The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price 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 Warrants granted 1,500,000 0.10 Warrants expired (642,857 ) (0.26 ) Balance, September 30, 2020 4,274,269 $ 0.20 Exercisable, September 30, 2020 4,274,269 $ 0.20 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17 – Commitments and Contingencies Lease Commitment The Company leases space for its lab operations in Las Vegas, Nevada. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases: Fiscal Year Ending Minimum Lease September 30, Commitments 2021 $ 111,782 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 587,234 Rent expense was $207,772 and $201,050 for the years ended September 30, 2020 and 2019, respectively. Legal Contingencies There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. |
Impairment Expense
Impairment Expense | 12 Months Ended |
Sep. 30, 2020 | |
Impairment Expense | |
Impairment Expense | Note 18 – Impairment Expense Impairment expense for the years ended September 30, 2020 and 2019 consisted of the following: September 30, 2020 2019 Inventory impairment $ 37,900 $ - Goodwill impairment 592,621 - $ 630,521 $ - On September 30, 2020, the Company decided to no longer pursue its SabIR technology, which was intended to use MicroNIR devices to test cannabis for THC, CBD and CBG. Accordingly, the Company wrote off its inventory, consisting of five MicroNIR devices, each costing $7,580 for a total impairment cost of $37,900. Goodwill consisted of the consideration paid in excess of the net fair value of assets acquired and liabilities assumed in the VSSL transaction. On September 30, 2020, the Company performed an impairment analysis and determined the asset to be impaired due to the lack of significant revenues, and the Company’s inability to fund the necessary research and development to develop its assets. |
Other Income
Other Income | 12 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Other Income | Note 19 – Other Income Other income for the years ended September 30, 2020 and 2019 consisted of the following: September 30, 2020 2019 Settlement income on note receivable $ - $ 30,000 Rental income on subleases 79,285 83,400 Gain on modification of operating leases 1,724 - $ 81,009 $ 113,400 |
Income Tax
Income Tax | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 20 - 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, 2020 and 2019, 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, 2020, the Company had approximately $14,150,000 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, 2020 and 2019 consisted of the following: September 30, 2020 2019 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, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 2,971,500 $ 1,919,820 Net deferred tax assets before valuation allowance $ 2,971,500 $ 1,919,820 Less: Valuation allowance (2,971,500 ) (1,919,820 ) 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, 2020 and 2019, 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, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21 – Subsequent Events Convertible Debts On December 28, 2020, the Company and the three holders of its 9% Secured Convertible Notes in the aggregate original principal amount of $550,000 (the “Notes”) entered into amendments to Notes, pursuant to which (i) the holders of the Notes advanced the Company an aggregate amount of $110,000 (the “Additional Loans”), (ii) the principal amount of the respective Notes were increased to reflect the amount of the Additional Loans, and (iii) the conversion price under the Notes was reduced from $0.15 per share to $0.03 per share. Debt Conversions On December 29, 2020, the Company and the three holders of its 9% Secured Convertible Notes converted debt in the aggregate original principal amount of $110,000 into an aggregate 3,666,668 shares at a conversion rate of $0.03 per share. Debt Forgiveness On January 12, 2021, the Company PPP Note and interest in the principal amount of $40,114 was forgiven under the Payroll Protection Program. Common Stock Sold for Cash On December 30, 2020, the Company sold 900,000 shares of its common stock to its Chairman of the Board in exchange for proceeds of $20,250. Common Stock Issued for Services On December 25, 2020, the Company issued 728,155 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 28, 2020, the Company issued 500,000 shares of common stock to a consultant for services rendered pursuant to his consulting 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. |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2020 | |
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 mission is to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients know exactly what is in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Digipath has been operating a cannabis-testing lab in Nevada since 2015 and has plans to open labs in other states and countries that have legalized the sale of cannabis, beginning with California. |
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, 2020: 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 VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) (2) (3) (4) (5) 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. |
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 $128,944 and $50,540 as of September 30, 2020 and 2019, 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 The Company recognizes revenue in accordance with 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. 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. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $45,120 and $221,980 for the years ended September 30, 2020 and 2019, 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, 2020 and 2019, 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 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of 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. |
Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements | Adoption of New Accounting Standards and Recently Issued Accounting Pronouncements In June 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB established Topic 842, Leases Targeted Improvements Codification Improvements to Topic 842 Land Easement Practical Expedient for Transition to Topic 842 The new standard became effective for fiscal years beginning after December 15, 2019, with early adoption permitted. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. The Company adopted the new standard on October 1, 2019 using the modified retrospective transition approach as of the effective date of the initial application. Consequently, financial information will not be updated and the disclosures required under the new standard will not be provided for dates and periods before October 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits entities not to reassess under the new lease standard prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of-hindsight or the practical expedient pertaining to land easements. The most significant effects of the adoption of the new standard relate to the recognition of new ROU assets and lease labilities on our balance sheet for office operating leases and providing significant new disclosures about our leasing activities. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has also elected the short-term leases recognition exemption for all leases that qualify. This means that the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets and lease liabilities, for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components for its leases. The new standard did not have a material impact. 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, 2020 | |
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, 2020: 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 VSSL Enterprises, Ltd. (5) Canada Subsidiary (1) (2) (3) (4) (5) |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | 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 |
Acquisition from Affiliate (Tab
Acquisition from Affiliate (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed | According to the purchase method of accounting, the Company recognized the identifiable assets acquired and liabilities assumed as follows: March 11, 2020 Consideration: Cash $ 200,000 Fair value of 6,500,000 shares of common stock 373,750 Liabilities assumed 20,600 Total consideration $ 594,350 Fair value of identifiable assets acquired assumed: Cash $ 143 Accounts receivable 1,585 Total fair value of assets assumed 1,729 Consideration paid in excess of fair value (Impaired Goodwill) (1) $ 592,621 (1) |
Schedule of Business Acquisition Pro Forma Information | The following table sets forth the unaudited pro forma results of the Company as if the acquisition of VSSL was effective on the first day of each of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. For the Years Ended September 30, 2020 2019 (Unaudited) (Unaudited) Revenues $ 2,588,803 $ 2,666,374 Net loss $ (2,343,662 ) $ (1,788,680 ) Basic and diluted net loss per share $ (0.04 ) $ (0.03 ) Weighted average number of common shares outstanding - basic and fully diluted 56,350,657 52,678,953 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 and 2019, respectively: Fair Value Measurements at September 30, 2020 Level 1 Level 2 Level 3 Assets Cash $ 82,749 $ - $ - Total assets 82,749 - - Liabilities Short term advances - 20,000 - Lease liabilities - - 561,394 Notes payable - 503,336 - Convertible notes payable, net of discounts of $8,322 - - 1,241,678 Total liabilities - 523,336 1,803,072 $ 82,749 $ (523,336 ) $ (1,803,072 ) 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 ) |
Other Current Assets (Tables)
Other Current Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets | Other current assets consist of the following: September 30, September 30, 2020 2019 Prepaid expenses $ 48,151 $ 74,620 Other receivable 5,522 - Total prepaid expenses $ 53,673 $ 74,620 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at September 30, 2020 and 2019: For the Years Ended September 30, 2020 2019 Software $ 124,697 $ 123,492 Office equipment 74,777 55,061 Furniture and fixtures 29,879 29,115 Lab equipment 1,398,716 1,118,942 Leasehold improvements 494,117 494,117 Lab equipment held under capital leases 99,193 - 2,221,379 1,820,727 Less: accumulated depreciation (1,335,974 ) (1,094,113 ) Total $ 885,405 $ 726,614 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: For the Year Ended September 30, 2020 Operating lease cost $ 207,772 Finance lease cost: Amortization of assets 20,224 Interest on lease liabilities 10,696 Sublease income (79,285 ) Total net lease cost $ 159,407 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: September 30, 2020 Operating leases: Operating lease assets $ 505,706 Current portion of operating lease liabilities $ 84,731 Noncurrent operating lease liabilities 423,752 Total operating lease liabilities $ 508,483 Finance lease: Equipment, at cost $ 99,193 Accumulated amortization (19,839 ) Equipment, net $ 79,354 Current portion of finance lease liabilities $ 32,532 Noncurrent finance lease liabilities 20,379 Total finance lease liabilities $ 52,911 Weighted average remaining lease term: Operating leases 4.92 years Finance leases 1.55 years Weighted average discount rate: Operating leases 5.75 % Finance lease 18.41 % |
Schedule of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to leases was as follows: For the Year Ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows provided by sublet operating leases $ 79,285 Operating cash flows used for operating leases $ 177,619 Financing cash flows used for finance leases $ 46,282 Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities $ 528,616 Total finance lease liabilities $ 99,193 |
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases | The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of September 30, 2020: Fiscal Year Ending Minimum Lease September 30, Commitments 2021 $ 111,782 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 587,234 |
Schedule of Future Minimum Annual Lease Payments Under Finance Lease | Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at September 30, 2020: Finance Leases 2021 $ 40,197 2022 21,644 Total minimum lease payments 61,841 Less interest 8,930 Present value of lease liabilities 52,911 Less current portion 32,532 Long-term lease liabilities $ 20,379 |
Short Term Advances (Tables)
Short Term Advances (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Short Term Advances | Short term advances consist of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On July 20, 2020, we received $30,112 as a short-term loan from one of our convertible noteholders. The loan bears interest at the rate of 8.0% per annum. $ 30,112 $ - On January 21, 2020, we received $20,000 as a short-term loan from one of our convertible noteholders. No interest expense was recognized. 20,000 - On December 26, 2019, we received $25,000 as a short-term loan from one of our convertible noteholders. The advance was subsequently repaid on February 6, 2020. No interest expense was recognized. - - Total short term advances $ 50,112 $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On June 22, 2020, the Company, borrowed $40,114 from Cross River Bank, pursuant to a Promissory Note issued by the Company to Cross River Bank (the “Company PPP Note”). The loan was made pursuant to the Payroll Protection Program established as part of the Coronavirus Aid, Relief, and Economic Security Act (the “Payroll Protection Program”). The Company PPP Note carried interest at 1.00% per annum, payable monthly beginning December 22, 2020, and was due on June 22, 2025. The Digipath, Inc. PPP Note and interest was forgiven by the Small Business Administration (“SBA”) on January 12, 2021. $ 40,114 $ - On May 13, 2020, the Company, through its wholly-owned subsidiary Digipath Labs, Inc. (“Labs”), borrowed $179,920 from WebBank Corp, pursuant to a Promissory Note issued by Labs to WebBank Corp (the “Labs PPP Note”). The loan was made pursuant to the Payroll Protection Program. The Labs PPP Note bears interest at 1.00% per annum, payable monthly beginning December 13, 2020, and is due on May 13, 2022. The Labs PPP Note may be repaid at any time without penalty. 179,920 - On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. 253,190 - Total notes payable 473,224 - Less: current maturities (54,317 ) - Notes payable $ 418,907 $ - |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consist of the following at September 30, 2020 and 2019, respectively: September 30, September 30, 2020 2019 On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. $ 50,000 $ - On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $200,000. The Company’s obligations under the Note are secured by subordinated lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 150,000 - On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matures on August 10, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $50,000 of proceeds and the promissory note was increased to $400,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. 350,000 - 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 200,000 200,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 350,000 350,000 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 August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 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. 150,000 150,000 Total convertible notes payable 1,250,000 700,000 Less: unamortized debt discounts (8,322 ) (41,426 ) 1,241,678 658,574 Less: current maturities - (200,000 ) Convertible notes payable $ 1,241,678 $ 458,574 |
Schedule of Interest Expense | The Company recognized interest expense for the years ended September 30, 2020 and 2019, respectively, as follows: September 30, September 30, 2020 2019 Interest on short term loans $ 61 $ - Interest on capital leases 10,696 - Interest on notes payable 16,473 - Amortization of beneficial conversion features 33,104 29,538 Interest on convertible notes 87,690 36,132 Total interest expense $ 148,024 $ 65,670 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Common Stock Option Abstract | |
Schedule of Re-Priced Options Issued | 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 *Forfeited due to resignations during the year ended September 30, 2020. |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at September 30, 2020. 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 $ 0.10 – $0.13 3,570,000 8.85 years $ 0.11 2,070,000 $ 0.11 |
Schedule of Weighted-Average Assumptions Used for Grants 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, 2020 2019 Average risk-free interest rates 0.92 % 2.13 % Average expected life (in years) 5.00 5.00 Volatility 141 % 109 % |
Schedule of Activity of Outstanding Common Stock Options | The following is a summary of activity of outstanding common stock options: Weighted Average Number Exercise of Shares Price 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 Options issued 3,700,000 0.10 Options expired (6,215,000 ) (0.13 ) Balance, September 30, 2020 3,570,000 $ 0.11 Exercisable, September 30, 2020 2,070,000 $ 0.11 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Common Stock Warrants 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, 2020 (including those issued to both investors and service providers). Shares Underlying Shares Underlying Warrants Outstanding Warrants Exercisable Weighted Shares Average Weighted Shares Weighted Range of Underlying Remaining Average Underlying Average Exercise Warrants Contractual Exercise Warrants Exercise Prices Outstanding Life Price Exercisable Price $ 0.10 – $0.30 4,274,269 3.99 years $ 0.20 4,274,269 $ 0.20 |
Schedule of Fair Value of Warrant with Weighted-Average Assumptions Used for Grants | 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, 2020 2019 Average risk-free interest rates 0.46 % N/A Average expected life (in years) 10.00 N/A Volatility 110 % N/A |
Schedule of Outstanding Common Stock Warrants Activity | The following is a summary of activity of outstanding common stock warrants: Weighted Average Number Exercise of Shares Price 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 Warrants granted 1,500,000 0.10 Warrants expired (642,857 ) (0.26 ) Balance, September 30, 2020 4,274,269 $ 0.20 Exercisable, September 30, 2020 4,274,269 $ 0.20 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payment Under Operating Leases | The Company leases space for its lab operations in Las Vegas, Nevada. The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases: Fiscal Year Ending Minimum Lease September 30, Commitments 2021 $ 111,782 2022 115,550 2023 119,468 2024 123,543 2025 116,891 $ 587,234 |
Impairment Expense (Tables)
Impairment Expense (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Impairment Expense | |
Schedule of Impairment Expense | Impairment expense for the years ended September 30, 2020 and 2019 consisted of the following: September 30, 2020 2019 Inventory impairment $ 37,900 $ - Goodwill impairment 592,621 - $ 630,521 $ - |
Other Income (Tables)
Other Income (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income | Other income for the years ended September 30, 2020 and 2019 consisted of the following: September 30, 2020 2019 Settlement income on note receivable $ - $ 30,000 Rental income on subleases 79,285 83,400 Gain on modification of operating leases 1,724 - $ 81,099 $ 113,400 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate | The effective income tax rate for the years ended September 30, 2020 and 2019 consisted of the following: September 30, 2020 2019 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, 2020 2019 Deferred tax assets: Net operating loss carry forwards $ 2,971,500 $ 1,919,820 Net deferred tax assets before valuation allowance $ 2,971,500 $ 1,919,820 Less: Valuation allowance (2,971,500 ) (1,919,820 ) Net deferred tax assets $ - $ - |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Sep. 30, 2020USD ($)Segment | Sep. 30, 2019USD ($) | |
Accounting Policies [Abstract] | ||
Number of reportable segment | Segment | 1 | |
Allowance for doubtful accounts receivable | $ 128,944 | $ 50,540 |
Advertising and promotions expense | $ 45,120 | $ 221,980 |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Schedule of Entities Under Common Control and Ownership (Details) | 12 Months Ended | |
Sep. 30, 2020 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Digipath, Inc. | [1],[2] |
Jurisdiction of Incorporation | Nevada | [2] |
Relationship | Parent | [2] |
Entities Under Common Control and Ownership Two [Member] | ||
Name of Entity | Digipath Labs, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Three [Member] | ||
Name of Entity | TNM News, Inc. | [1] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Four [Member] | ||
Name of Entity | GroSciences, Inc. | [1],[3] |
Jurisdiction of Incorporation | Colorado | [3] |
Relationship | Subsidiary | [3] |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | Digipath Labs S.A.S. | [1],[4] |
Jurisdiction of Incorporation | Colombia | [4] |
Relationship | Subsidiary | [4] |
Entities Under Common Control and Ownership Six [Member] | ||
Name of Entity | VSSL Enterprises, Ltd | [1],[5] |
Jurisdiction of Incorporation | Canada | [5] |
Relationship | Subsidiary | [5] |
[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, and had minimal operations until being dissolved on September 30, 2020. | |
[4] | Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. | |
[5] | Acquired on March 11, 2020. |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies - Schedule of Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Sep. 30, 2020 | |
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, 2020 | Sep. 30, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (17,265,150) | $ (14,955,660) |
Working capital | $ 345,436 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 31, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2021 | Sep. 25, 2020 | Jun. 25, 2020 | Mar. 25, 2020 | Mar. 25, 2020 | Mar. 11, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Mar. 09, 2020 | Jan. 31, 2020 | Jan. 29, 2020 | Dec. 25, 2019 | Sep. 25, 2019 | Jun. 25, 2019 | Mar. 29, 2019 | Mar. 25, 2019 | Jan. 07, 2019 | Dec. 25, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Number of shares acquired during period, shares | 6,500,000 | ||||||||||||||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||||||||||||||||||||
Number of shares acquired during period, value | 373,750 | ||||||||||||||||||||||||
Common stock shares issued for services, value | $ 152,550 | $ 333,717 | |||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 3,400,000 | 3,700,000 | 2,345,000 | ||||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.12 | |||||||||||||||||||||||
Volatility rate | 141.00% | 109.00% | |||||||||||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||||||||||||
Common stock issued for services, shares | 657,895 | 375,000 | 248,756 | 171,233 | 147,059 | 104,167 | 73,171 | 115,652 | |||||||||||||||||
Common stock shares issued for services, value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | |||||||||||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||
Common stock issued for services, shares | 1,452,884 | ||||||||||||||||||||||||
Common stock shares issued for services, value | $ 60,000 | ||||||||||||||||||||||||
Former Chief Financial Officer [Member] | |||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | 500,000 | |||||||||||||||||||||||
Number of options vested | 166,667 | 166,667 | |||||||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||||||
Volatility rate | 110.00% | 110.00% | |||||||||||||||||||||||
Call option value | $ 0.0468 | $ 0.0468 | |||||||||||||||||||||||
Fair value of stock options | 23,425 | ||||||||||||||||||||||||
Stock based compensation expense | 11,712 | ||||||||||||||||||||||||
Unamortized expenses expected to be expensed | 11,712 | ||||||||||||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||||||||||||
Common stock issued for services, shares | 475,000 | ||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 750,000 | 750,000 | 500,000 | ||||||||||||||||||||||
Number of options vested | 250,000 | 250,000 | 125,000 | ||||||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | ||||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | $ 0.102 | ||||||||||||||||||||||
Volatility rate | 110.00% | 110.00% | 111.00% | ||||||||||||||||||||||
Call option value | $ 0.0499 | $ 0.0499 | |||||||||||||||||||||||
Fair value of stock options | $ 37,420 | ||||||||||||||||||||||||
Stock based compensation expense | 18,710 | ||||||||||||||||||||||||
Former Chief Operating Officer [Member] | |||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 750,000 | 750,000 | |||||||||||||||||||||||
Number of options vested | 250,000 | 250,000 | |||||||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||||||
Volatility rate | 110.00% | 110.00% | |||||||||||||||||||||||
Call option value | $ 0.0499 | $ 0.0499 | |||||||||||||||||||||||
Fair value of stock options | $ 37,420 | ||||||||||||||||||||||||
Stock based compensation expense | 18,710 | ||||||||||||||||||||||||
Unamortized expenses expected to be expensed | 4,716 | ||||||||||||||||||||||||
Chairman of Board of Directors [Member] | |||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Number of options vested | 333,333 | 333,333 | |||||||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||||||
Volatility rate | 110.00% | 110.00% | |||||||||||||||||||||||
Call option value | $ 0.0499 | $ 0.0499 | |||||||||||||||||||||||
Fair value of stock options | $ 49,894 | ||||||||||||||||||||||||
Stock based compensation expense | 4,270 | ||||||||||||||||||||||||
Unamortized expenses expected to be expensed | 12,808 | ||||||||||||||||||||||||
Edmond A. DeFrank [Member] | |||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||||||||||||||||||
Number of options vested | 62,500 | ||||||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||||||
Options exercise price per share | $ 0.10 | ||||||||||||||||||||||||
Volatility rate | 238.00% | ||||||||||||||||||||||||
Call option value | $ 0.0683 | ||||||||||||||||||||||||
Fair value of stock options | $ 17,078 | ||||||||||||||||||||||||
Stock based compensation expense | 24,947 | ||||||||||||||||||||||||
Unamortized expenses expected to be expensed | $ 24,947 | ||||||||||||||||||||||||
Edmond A. DeFrank [Member] | Forecast [Member] | |||||||||||||||||||||||||
Number of options vested | 62,500 | 62,500 | 62,500 | ||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | ||||||||||||||||||||||
Dennis Hartmann [Member] | |||||||||||||||||||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||||||||||||||||||
Number of options vested | 62,500 | ||||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||||||
Options exercise price per share | $ 0.10 | ||||||||||||||||||||||||
Volatility rate | 238.00% | ||||||||||||||||||||||||
Call option value | $ 0.0683 | ||||||||||||||||||||||||
Fair value of stock options | $ 17,078 | ||||||||||||||||||||||||
Stock based compensation expense | $ 4,270 | ||||||||||||||||||||||||
Unamortized expenses expected to be expensed | $ 12,808 | ||||||||||||||||||||||||
Dennis Hartmann [Member] | Forecast [Member] | |||||||||||||||||||||||||
Number of options vested | 62,500 | 62,500 | 62,500 | ||||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | ||||||||||||||||||||||||
Number of shares acquired during period, value | $ 6,500 | ||||||||||||||||||||||||
Common stock issued for services, shares | 2,702,884 | 2,016,069 | |||||||||||||||||||||||
Common stock shares issued for services, value | $ 2,704 | $ 2,016 | |||||||||||||||||||||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | |||||||||||||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||||||||||||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||||||||||||||||||||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 |
Acquisition from Affiliate (Det
Acquisition from Affiliate (Details Narrative) - USD ($) | Mar. 11, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Number of shares acquired during period, shares | 6,500,000 | ||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||
Number of shares acquired during period, value | 373,750 | ||||
Goodwill | $ 592,621 | ||||
Common Stock [Member] | |||||
Number of shares acquired during period, shares | 6,500,000 | ||||
Number of shares acquired during period, value | $ 6,500 | ||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | |||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | |||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | |||
Acquisition occured date | Mar. 11, 2020 | ||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 | |||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | Mr. Remenda [Member] | |||||
Equity method ownership percentage | 45.00% | ||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | Mr. Henry [Member] | |||||
Equity method ownership percentage | 45.00% |
Acquisition from Affiliate - Sc
Acquisition from Affiliate - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) | Mar. 11, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||||
Cash | $ 200,000 | $ 200,000 | ||
Fair value of 6,500,000 shares of common stock | 373,750 | |||
Liabilities assumed | 20,600 | |||
Total consideration | 594,350 | |||
Cash | 143 | |||
Accounts receivable | 1,585 | |||
Total fair value of assets assumed | 1,729 | |||
Consideration paid in excess of fair value (Goodwill)(1) | [1] | $ 592,621 | ||
[1] | The consideration paid in excess of the net fair value of assets acquired and liabilities assumed was recognized as goodwill and determined to be impaired on September 30, 2020 due to the lack of significant revenues, and our inability to fund the necessary research and development to develop its assets. |
Acquisition from Affiliate - _2
Acquisition from Affiliate - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Mar. 11, 2020shares |
Business Combinations [Abstract] | |
Number of shares acquired during period, shares | 6,500,000 |
Acquisition from Affiliate - _3
Acquisition from Affiliate - Schedule of Business Acquisition Pro Forma Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Combinations [Abstract] | ||
Revenues | $ 2,588,803 | $ 2,666,374 |
Net loss | $ (2,343,662) | $ (1,788,680) |
Basic and diluted net loss per share | $ (0.04) | $ (0.03) |
Weighted average number of common shares outstanding - basic and fully diluted | 56,350,657 | 52,678,953 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Fair Value Disclosures [Abstract] | ||
Convertible debentures | $ 1,250,000 | $ 700,000 |
Convertible notes discounts | $ 8,322 | $ 41,426 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Level 1 [Member] | ||
Cash | $ 82,749 | $ 323,739 |
Total assets | 82,749 | 323,739 |
Short term advances | ||
Lease liabilities | ||
Note payable | ||
Convertible notes payable, net of discounts of $8,322 and $41,426 | ||
Total liabilities | ||
Total | 82,749 | 323,739 |
Level 2 [Member] | ||
Cash | ||
Total assets | ||
Short term advances | 20,000 | |
Lease liabilities | ||
Note payable | 503,336 | |
Convertible notes payable, net of discounts of $8,322 and $41,426 | ||
Total liabilities | 503,336 | |
Total | (503,336) | |
Level 3 [Member] | ||
Cash | ||
Total assets | ||
Short term advances | ||
Lease liabilities | 561,394 | |
Note payable | ||
Convertible notes payable, net of discounts of $8,322 and $41,426 | 1,241,678 | 658,574 |
Total liabilities | 1,803,072 | 658,574 |
Total | $ (1,803,072) | $ (658,574) |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Fair Value Disclosures [Abstract] | ||
Convertible notes discounts | $ 8,322 | $ 41,426 |
Accounts Receivable (Details Na
Accounts Receivable (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Receivables [Abstract] | ||
Accounts receivable | $ 242,145 | $ 179,256 |
Allowance for uncollectible accounts | $ 128,944 | $ 50,540 |
Other Current Assets - Schedule
Other Current Assets - Schedule of Other Current Assets (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 48,151 | $ 74,620 |
Other receivable | 5,522 | |
Total prepaid expenses | $ 53,673 | $ 74,620 |
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, 2020 | Sep. 30, 2019 | |
Proceeds from disposal of fixed assets | $ 5,032 | |
Loss on disposals of fixed assets | 50,093 | 9,924 |
Depreciation and amortization expense | 323,391 | 260,645 |
Various Dates From June 30, 2020 Through September 30, 2020 [Member] | Lab Equipment [Member] | ||
Proceeds from disposal of fixed assets | ||
Fixed assets book value | 50,093 | |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | ||
Fixed assets book value | $ 14,956 | |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | Lab Equipment [Member] | ||
Fixed assets historical cost basis | 28,444 | |
Fixed assets accumulated depreciation | 14,208 | |
Various Dates From July 1, 2019 Through September 30, 2019 [Member] | Office Equipment [Member] | ||
Fixed assets historical cost basis | 2,868 | |
Fixed assets accumulated depreciation | $ 2,148 |
Fixed Assets - Schedule of Fixe
Fixed Assets - Schedule of Fixed Assets (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 124,697 | $ 123,492 |
Office equipment | 74,777 | 55,061 |
Furniture and fixtures | 29,879 | 29,115 |
Lab equipment | 1,398,716 | 1,118,942 |
Leasehold improvements | 494,117 | 494,117 |
Lab equipment held under capital leases | 99,193 | |
Fixed assets, gross | 2,221,379 | 1,820,727 |
Less: accumulated depreciation | (1,335,974) | (1,094,113) |
Total | $ 885,405 | $ 726,614 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating lease cost | $ 207,772 | |
Amortization of assets | 20,224 | |
Interest on lease liabilities | 10,696 | |
Sublease income | (79,285) | |
Total net lease cost | $ 159,407 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
Operating lease assets | $ 505,706 | |
Current portion of operating lease liabilities | 84,731 | |
Noncurrent operating lease liabilities | 423,752 | |
Total operating lease liabilities | 508,483 | |
Equipment, at cost | 99,193 | |
Accumulated amortization | (19,839) | |
Equipment, net | 79,354 | |
Current portion of finance lease liability | 32,532 | |
Noncurrent finance lease liability | 20,379 | |
Total finance lease liability | $ 52,911 | |
Weighted average remaining lease term: Operating leases | 4 years 11 months 1 day | |
Weighted average remaining lease term: Finance leases | 1 year 6 months 18 days | |
Weighted average discount rate: Operating leases | 5.75% | |
Weighted average discount rate: Finance leases | 18.41% |
Leases - Schedule of Suppleme_2
Leases - Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Operating cash flows provided by sublet operating leases | $ 79,285 | |
Operating cash flows used for operating leases | 177,619 | |
Financing cash flows used for finance leases | 46,282 | |
Leased assets obtained in exchange for lease liabilities: Total operating lease liabilities | 528,616 | |
Leased assets obtained in exchange for lease liabilities: Total finance lease liabilities | $ 99,193 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Annual Lease Commitments Under Operating Leases (Details) | Sep. 30, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 111,782 |
2022 | 115,550 |
2023 | 119,468 |
2024 | 123,543 |
2025 | 116,891 |
Operating leases | $ 587,234 |
Leases - Schedule of Future M_2
Leases - Schedule of Future Minimum Annual Lease Payments Under Finance Lease (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Leases [Abstract] | ||
2021 | $ 40,197 | |
2022 | 21,644 | |
Total minimum lease payments | 61,841 | |
Less interest | 8,930 | |
Present value of lease liabilities | 52,911 | |
Less current portion | 32,532 | |
Long-term lease liabilities | $ 20,379 |
Short Term Advances (Details Na
Short Term Advances (Details Narrative) | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Debt Disclosure [Abstract] | |
Interest rates on short term loans | $ 61 |
Short Term Advances - Schedule
Short Term Advances - Schedule of Short Term Advances (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Total short term advances | $ 50,112 | |
Convertible Noteholders [Member] | ||
Total short term advances | 30,112 | |
Convertible Noteholders One [Member] | ||
Total short term advances | 20,000 | |
Convertible Noteholders Two [Member] | ||
Total short term advances |
Short Term Advances - Schedul_2
Short Term Advances - Schedule of Short Term Advances (Details) (Parenthetical) - USD ($) | Jul. 20, 2020 | Jan. 21, 2020 | Dec. 26, 2019 |
Convertible Notes holder [Member] | |||
Proceeds from short-term loan | $ 30,112 | ||
Short term loan rate of interest | 8.00% | ||
Convertible Notesholder One [Member] | |||
Proceeds from short-term loan | $ 20,000 | ||
Interest expense | |||
Convertible NotesholderTwo [Member] | |||
Proceeds from short-term loan | $ 25,000 | ||
Debt maturity date | Feb. 6, 2020 | ||
Interest expense |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Interest expense | $ 87,690 | $ 36,132 |
Note Payable [Member] | ||
Interest expense | $ 16,473 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Total notes payable | $ 486,323 | |
Less: current maturities | (54,317) | |
Note payable | 418,907 | |
Company PPP Note [Member] | ||
Total notes payable | 40,114 | |
Labs PPP Note [Member] | ||
Total notes payable | 179,920 | |
Bank Loan [Member] | ||
Total notes payable | 253,190 | |
Note Payable [Member] | ||
Total notes payable | $ 473,224 |
Notes Payable - Schedule of N_2
Notes Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 22, 2020 | May 13, 2020 | Dec. 26, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Proceeds from notes payable | $ 220,034 | ||||
Proceeds from bank loan | $ 55,112 | ||||
Note Payable [Member] | |||||
Debt instrument interest percentage | 5.75% | ||||
Debt instrument maturity date | Dec. 26, 2024 | ||||
Payments for lab equipment | $ 377,124 | ||||
Proceeds from bank loan | 291,931 | ||||
Debt instrument periodic payment | $ 5,622 | ||||
Debt instrument term | 5 years | ||||
Cross River Bank [Member] | Company PPP Note [Member] | |||||
Proceeds from notes payable | $ 40,114 | ||||
Debt instrument interest percentage | 1.00% | ||||
Debt instrument maturity date | Jun. 22, 2025 | ||||
Debt instrument description | Under the Payroll Protection Program, the Company will be eligible for loan forgiveness up to the full amount of the Company PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that the Company spends during the 24-week period beginning June 22, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 40% of the amount of the Company PPP Note. No assurance is provided that the Company will obtain forgiveness under the Company PPP Note in whole or in part. | ||||
Percentage of loan forgiveness for non-payroll expenses | 40.00% | ||||
WebBankCorpMember | Labs PPP Note [Member] | Digipath Labs, Inc [Member] | |||||
Proceeds from notes payable | $ 179,920 | ||||
Debt instrument interest percentage | 1.00% | ||||
Debt instrument maturity date | May 13, 2022 | ||||
Debt instrument description | Under the Payroll Protection Program, Labs will be eligible for loan forgiveness up to the full amount of the Labs PPP Note and any accrued interest. The forgiveness amount will be equal to the amount that Labs spends during the 8-week period beginning May 13, 2020 on payroll costs, payment of rent on any leases in force prior to February 15, 2020 and payment on any utility for which service began before February 15, 2020. The maximum amount of loan forgiveness for non-payroll expenses is 25% of the amount of the PPP Note. No assurance is provided that Labs will obtain forgiveness under the Labs PPP Note in whole or in part. | ||||
Percentage of loan forgiveness for non-payroll expenses | 25.00% |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Convertible notes discounts | $ 8,322 | $ 41,426 |
Debt amortization expense | 33,104 | 29,538 |
Convertible notes interest expense | 87,690 | $ 36,132 |
Convertible Notes Payable [Member] | ||
Convertible notes discounts | $ 70,964 | |
Maximum Share Amount [Member] | ||
Maximum amount owned percentage of issued and outstanding common shares | 4.99% |
Convertible Notes Payable - Sch
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2019 |
Total convertible notes payable | $ 1,250,000 | $ 700,000 |
Less: unamortized debt discounts | (8,322) | (41,426) |
Total convertible debt | 1,241,678 | 658,574 |
Less: current maturities | (200,000) | |
Convertible notes payable | 1,241,678 | 458,574 |
Convertible Notes Payable One [Member] | ||
Total convertible notes payable | 50,000 | |
Convertible Notes Payable Two [Member] | ||
Total convertible notes payable | 150,000 | |
Convertible Notes Payable Three [Member] | ||
Total convertible notes payable | 350,000 | |
Convertible Notes Payable Four [Member] | ||
Total convertible notes payable | 200,000 | 200,000 |
Convertible Notes Payable Five [Member] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Six [Member] | ||
Total convertible notes payable | $ 150,000 | $ 150,000 |
Convertible Notes Payable - S_2
Convertible Notes Payable - Schedule of Convertible Notes Payable (Details) (Parenthetical) - USD ($) | Dec. 28, 2020 | Sep. 30, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Proceeds from convertible note | $ 550,000 | $ 700,000 | |||||||
Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||
Debt principal amount | $ 50,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||
Debt maturity date | Aug. 11, 2022 | ||||||||
Conversion price per share | $ 0.03 | $ 0.15 | |||||||
Proceeds from convertible note | $ 10,000 | ||||||||
Increase in promissory note net | $ 60,000 | ||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||
Debt principal amount | $ 150,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||
Debt maturity date | Aug. 11, 2022 | ||||||||
Conversion price per share | $ 0.03 | $ 0.15 | |||||||
Proceeds from convertible note | $ 50,000 | ||||||||
Increase in promissory note net | $ 200,000 | ||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | |||||||||
Debt principal amount | $ 350,000 | ||||||||
Debt instrument interest percentage | 9.00% | ||||||||
Debt maturity date | Aug. 10, 2022 | ||||||||
Conversion price per share | $ 0.03 | $ 0.15 | |||||||
Proceeds from convertible note | $ 50,000 | ||||||||
Increase in promissory note net | $ 400,000 | ||||||||
Senior Secured Convertible Note [Member] | |||||||||
Debt principal amount | $ 200,000 | $ 350,000 | $ 150,000 | ||||||
Debt instrument interest percentage | 8.00% | 8.00% | 8.00% | ||||||
Debt maturity date | Aug. 10, 2022 | Aug. 10, 2020 | Dec. 31, 2020 | ||||||
Conversion price per share | $ 0.11 | $ 0.14 | $ 0.14 | ||||||
Interest repaid | $ 4,066 | ||||||||
Extended debt instrument maturity date | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. | ||||||||
Senior Secured Convertible Note One [Member] | |||||||||
Extended debt instrument maturity date | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. | ||||||||
Senior Secured Convertible Note Two [Member] | |||||||||
Extended debt instrument maturity date | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. |
Convertible Notes Payable - S_3
Convertible Notes Payable - Schedule of Interest Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Disclosure [Abstract] | ||
Interest on short term loans | $ 61 | |
Interest on capital leases | 10,696 | |
Interest on notes payable | 16,473 | |
Amortization of beneficial conversion features | 33,104 | 29,538 |
Interest on convertible notes | 87,690 | 36,132 |
Total interest expense | $ 148,024 | $ 65,670 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Sep. 25, 2020 | Jun. 25, 2020 | Mar. 25, 2020 | Mar. 11, 2020 | Mar. 11, 2020 | Mar. 09, 2020 | Feb. 10, 2020 | Jan. 27, 2020 | Jan. 16, 2020 | Dec. 25, 2019 | 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. 12, 2018 | Sep. 30, 2020 | Sep. 30, 2019 |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Preferred stock, shares designated remaining | 4,000,000 | |||||||||||||||||||||||||||||
Preferred stock, shares issued | 1,325,942 | 1,325,942 | ||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 1,325,942 | 1,325,942 | ||||||||||||||||||||||||||||
Common stock par value | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||
Common stock authorized | 250,000,000 | 250,000,000 | ||||||||||||||||||||||||||||
Common stock, shares issued | 58,270,567 | 48,361,433 | ||||||||||||||||||||||||||||
Common stock, shares outstanding | 58,270,567 | 48,361,433 | ||||||||||||||||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | |||||||||||||||||||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||
Number of shares acquired during period, value | 373,750 | |||||||||||||||||||||||||||||
Common stock issued for services, value | 152,550 | 333,717 | ||||||||||||||||||||||||||||
Stock-based compensation expense | 211,671 | 186,938 | ||||||||||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 657,895 | 375,000 | 248,756 | 171,233 | 147,059 | 104,167 | 73,171 | 115,652 | ||||||||||||||||||||||
Common stock issued for services, value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||||||||
Common stock issued for services, value | $ 8,030 | $ 9,500 | $ 10,250 | $ 12,300 | $ 10,500 | |||||||||||||||||||||||||
Stock-based compensation expense | $ 45,300 | $ 37,500 | $ 48,750 | $ 9,750 | ||||||||||||||||||||||||||
Issuance of common stock for compensation, shares | 750,000 | 500,000 | 300,000 | |||||||||||||||||||||||||||
Consultant [Member] | March 25, 2020 through August 25, 2020 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 750,000 | |||||||||||||||||||||||||||||
Common stock issued for services, value | $ 45,300 | |||||||||||||||||||||||||||||
Consultant [Member] | February 1, 2020 through July 31, 2020 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 500,000 | |||||||||||||||||||||||||||||
Common stock issued for services, value | $ 37,500 | |||||||||||||||||||||||||||||
Consultant [Member] | May 1, 2019 through October 31, 2019 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 300,000 | |||||||||||||||||||||||||||||
Common stock issued for services, value | $ 58,500 | |||||||||||||||||||||||||||||
Consultant [Member] | November 1, 2018 through April 30, 2019 [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 400,000 | |||||||||||||||||||||||||||||
Common stock issued for services, value | $ 54,120 | |||||||||||||||||||||||||||||
President and Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 58,824 | 41,667 | 29,268 | 46,261 | ||||||||||||||||||||||||||
Common stock issued for services, value | $ 6,000 | $ 6,000 | $ 6,000 | $ 6,000 | ||||||||||||||||||||||||||
Former Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 475,000 | |||||||||||||||||||||||||||||
Number of common stock options exchanged for cancellation | 4,750,000 | |||||||||||||||||||||||||||||
Three Consultants [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Common stock issued for services | 150,000 | 150,000 | 150,000 | |||||||||||||||||||||||||||
Common stock issued for services, value | $ 19,455 | $ 24,000 | $ 23,250 | |||||||||||||||||||||||||||
Bruce Raben [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 29,562 | |||||||||||||||||||||||||||||
Issuance of common stock for compensation, shares | 200,000 | |||||||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares sold, during period | 81,250 | 625,000 | 1,000,000 | 250,000 | 625,000 | 1,250,000 | ||||||||||||||||||||||||
Proceeds from sale of stock | $ 6,500 | $ 50,000 | $ 200,000 | $ 50,000 | $ 125,000 | $ 250,000 | ||||||||||||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | |||||||||||||||||||||||||||||
Number of shares acquired during period, value | $ 6,500 | |||||||||||||||||||||||||||||
Common stock issued for services | 2,702,884 | 2,016,069 | ||||||||||||||||||||||||||||
Common stock issued for services, value | $ 2,704 | $ 2,016 | ||||||||||||||||||||||||||||
Common Stock [Member] | VSSL Enterprises Ltd [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Number of shares acquired during period, shares | 6,500,000 | 6,500,000 | ||||||||||||||||||||||||||||
Cash payment for acquired shares | $ 200,000 | $ 200,000 | ||||||||||||||||||||||||||||
Number of shares acquired during period, value | $ 373,750 | $ 373,750 | ||||||||||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 6,000,000 | |||||||||||||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||
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% | |||||||||||||||||||||||||||||
Percentage of distribution on purchase price | 1 | |||||||||||||||||||||||||||||
Stock conversion, shares converted | 100,000 | |||||||||||||||||||||||||||||
Stock conversion, shares issued | 500,000 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Mar. 25, 2020 | Mar. 25, 2020 | Mar. 09, 2020 | Mar. 09, 2020 | Feb. 18, 2020 | Jan. 31, 2020 | Jan. 29, 2020 | Sep. 25, 2019 | May 25, 2019 | Apr. 25, 2019 | Mar. 29, 2019 | Mar. 25, 2019 | Feb. 25, 2019 | Jan. 25, 2019 | Jan. 07, 2019 | Jan. 07, 2019 | Dec. 25, 2018 | Jun. 21, 2016 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Number of options outstanding | 3,570,000 | 6,085,000 | 8,537,500 | ||||||||||||||||||
Number of options granted to purchase shares of common stock | 3,400,000 | 3,700,000 | 2,345,000 | ||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.12 | |||||||||||||||||||
Stock option, volatility rate | 141.00% | 109.00% | |||||||||||||||||||
Number of common stock options expired | 6,215,000 | 4,797,500 | |||||||||||||||||||
Weighted average exercise price per share expired | $ .13 | $ 0.20 | |||||||||||||||||||
Intrinsic value, market price per share | 0.018 | ||||||||||||||||||||
Intrinsic value weighted-average exercise price per share | $ 0.11 | ||||||||||||||||||||
Amortization of Stock Option [Member] | |||||||||||||||||||||
Amortization of stock options | $ 141,659 | $ 186,938 | |||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||
Common stock issued for services | 2,702,884 | 2,016,069 | |||||||||||||||||||
Number of common stock options expired | 6,215,000 | 47,500 | |||||||||||||||||||
Weighted average exercise price per share expired | $ .13 | $ .20 | |||||||||||||||||||
Former Chief Financial Officer [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | 500,000 | |||||||||||||||||||
Number of options vested during period | 166,667 | 166,667 | |||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||
Stock option, volatility rate | 110.00% | 110.00% | |||||||||||||||||||
Stock option, call option per share | $ 0.0468 | ||||||||||||||||||||
Stock option call option, value | $ 23,425 | ||||||||||||||||||||
Stock based compensation expense | $ 11,713 | ||||||||||||||||||||
Unamortized expenses expected to be expensed | 11,712 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | 10 years | 10 years | ||||||||||||||||||
Number of options granted to purchase shares of common stock | 750,000 | 750,000 | 500,000 | ||||||||||||||||||
Number of options vested during period | 250,000 | 250,000 | 125,000 | ||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | $ 0.102 | ||||||||||||||||||
Stock option, volatility rate | 110.00% | 110.00% | 111.00% | ||||||||||||||||||
Stock option, call option per share | $ 0.0499 | $ 0.1017 | |||||||||||||||||||
Stock option call option, value | $ 37,420 | $ 40,470 | |||||||||||||||||||
Stock based compensation expense | 18,710 | ||||||||||||||||||||
Common stock issued for services | 475,000 | ||||||||||||||||||||
Number of common stock options exchanged for cancellation | 4,750,000 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | September 25, 2021 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | September 25, 2022 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | September 25, 2023 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Former Chief Operating Officer [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||
Number of options granted to purchase shares of common stock | 750,000 | 750,000 | |||||||||||||||||||
Number of options vested during period | 250,000 | 250,000 | |||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||
Stock option, volatility rate | 110.00% | 110.00% | |||||||||||||||||||
Stock option, call option per share | $ 0.0499 | ||||||||||||||||||||
Stock option call option, value | $ 37,420 | ||||||||||||||||||||
Stock based compensation expense | 18,710 | ||||||||||||||||||||
Unamortized expenses expected to be expensed | 4,716 | ||||||||||||||||||||
Chairman of Board of Directors [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||
Number of options granted to purchase shares of common stock | 1,000,000 | 1,000,000 | |||||||||||||||||||
Number of options vested during period | 333,333 | 333,333 | |||||||||||||||||||
Stock remaining options vesting period | 24 months | 24 months | |||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.10 | |||||||||||||||||||
Stock option, volatility rate | 110.00% | 110.00% | |||||||||||||||||||
Stock option, call option per share | $ 0.0499 | ||||||||||||||||||||
Stock option call option, value | $ 49,894 | ||||||||||||||||||||
Stock based compensation expense | 24,947 | ||||||||||||||||||||
Unamortized expenses expected to be expensed | 12,808 | ||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||
Options exercisable period | 5 years | 10 years | |||||||||||||||||||
Number of options granted to purchase shares of common stock | 100,000 | 500,000 | |||||||||||||||||||
Number of options vested during period | 125,000 | ||||||||||||||||||||
Options exercise price per share | $ 0.10 | $ 0.102 | |||||||||||||||||||
Stock option, volatility rate | 108.00% | 111.00% | |||||||||||||||||||
Stock option, call option per share | $ 0.0403 | $ 0.1017 | |||||||||||||||||||
Stock option call option, value | $ 4,031 | $ 40,470 | |||||||||||||||||||
Stock based compensation expense | $ 20,050 | $ 185 | |||||||||||||||||||
Common stock issued for services | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||||||||
Consultant [Member] | September 25, 2021 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Consultant [Member] | September 25, 2022 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Consultant [Member] | September 25, 2023 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Another Consultant [Member] | |||||||||||||||||||||
Options exercisable period | 5 years | ||||||||||||||||||||
Number of options granted to purchase shares of common stock | 100,000 | ||||||||||||||||||||
Options exercise price per share | $ 0.10 | ||||||||||||||||||||
Stock option, volatility rate | 108.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.0403 | ||||||||||||||||||||
Stock option call option, value | $ 4,031 | ||||||||||||||||||||
Dennis Hartmann [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | 10 years | |||||||||||||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||||||||||||||
Number of options vested during period | 62,500 | ||||||||||||||||||||
Options exercise price per share | $ 0.10 | ||||||||||||||||||||
Stock option, volatility rate | 238.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.0683 | ||||||||||||||||||||
Stock option call option, value | $ 17,078 | ||||||||||||||||||||
Stock based compensation expense | $ 4,270 | ||||||||||||||||||||
Unamortized expenses expected to be expensed | 12,808 | ||||||||||||||||||||
Dennis Hartmann [Member] | January 31, 2021 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Dennis Hartmann [Member] | January 31, 2022 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Dennis Hartmann [Member] | January 31, 2023 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Edmond A. DeFrank [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||
Number of options granted to purchase shares of common stock | 250,000 | ||||||||||||||||||||
Number of options vested during period | 62,500 | ||||||||||||||||||||
Options exercise price per share | $ 0.10 | ||||||||||||||||||||
Stock option, volatility rate | 238.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.0683 | ||||||||||||||||||||
Stock option call option, value | $ 17,078 | ||||||||||||||||||||
Stock based compensation expense | 4,270 | ||||||||||||||||||||
Unamortized expenses expected to be expensed | 12,808 | ||||||||||||||||||||
Edmond A. DeFrank [Member] | January 31, 2021 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Edmond A. DeFrank [Member] | January 31, 2022 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Edmond A. DeFrank [Member] | January 31, 2023 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 62,500 | ||||||||||||||||||||
Former Chief Executive Officer [Member] | |||||||||||||||||||||
Stock based compensation expense | 20,050 | 185 | |||||||||||||||||||
Former Chief Science Officer [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||||||
Number of options vested during period | 125,000 | ||||||||||||||||||||
Options exercise price per share | $ 0.13 | ||||||||||||||||||||
Stock option, volatility rate | 107.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.1019 | ||||||||||||||||||||
Stock option call option, value | $ 50,934 | ||||||||||||||||||||
Stock based compensation expense | 1,306 | 49,628 | |||||||||||||||||||
Former Chief Science Officer [Member] | April 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Former Chief Science Officer [Member] | July 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Former Chief Science Officer [Member] | October 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Bruce Raben [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||
Number of options granted to purchase shares of common stock | 500,000 | ||||||||||||||||||||
Number of options vested during period | 125,000 | ||||||||||||||||||||
Options exercise price per share | $ 0.13 | ||||||||||||||||||||
Stock option, volatility rate | 107.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.1019 | ||||||||||||||||||||
Stock option call option, value | $ 50,934 | ||||||||||||||||||||
Stock based compensation expense | 1,306 | 49,628 | |||||||||||||||||||
Bruce Raben [Member] | April 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Bruce Raben [Member] | July 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Bruce Raben [Member] | October 7, 2019 [Member] | |||||||||||||||||||||
Number of options granted to purchase shares of common stock | 125,000 | ||||||||||||||||||||
Fourteen Employees [Member] | |||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||
Number of options vested during period | 345,000 | ||||||||||||||||||||
Options exercise price per share | $ .13 | ||||||||||||||||||||
Stock option, volatility rate | 107.00% | ||||||||||||||||||||
Stock option, call option per share | $ 0.1017 | ||||||||||||||||||||
Stock option call option, value | $ 35,078 | ||||||||||||||||||||
Stock based compensation expense | $ 8,265 | $ 26,813 | |||||||||||||||||||
Officers and Directors [Member] | |||||||||||||||||||||
Options exercise price per share | $ 0.13 | ||||||||||||||||||||
Option plan expense | $ 36,764 | ||||||||||||||||||||
2012 Stock Incentive Plan [Member] | Maximum [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, 2020 | Sep. 30, 2019 |
Number of Options | 3,400,000 | 3,700,000 | 2,345,000 |
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, 2020$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Range of Exercise Price, Minimum | $ .10 |
Range of Exercise Price, Maximum | $ .13 |
Number of Options Outstanding | shares | 3,570,000 |
Weighted Average Remaining Contractual Life | 8 years 10 months 6 days |
Weighted Average Exercise Price | $ .11 |
Number of Shares Exercisable | shares | 2,070,000 |
Weighted Average Exercise Price Exercisable | $ .11 |
Common Stock Options - Schedu_2
Common Stock Options - Schedule of Weighted-Average Assumptions Used for Grants Under Fixed Option Plan (Details) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Average risk-free interest rates | 0.92% | 2.13% |
Average expected life (in years) | 5 years | 5 years |
Volatility | 141.00% | 109.00% |
Common Stock Options - Schedu_3
Common Stock Options - Schedule of Activity of Outstanding Common Stock Options (Details) - $ / shares | Jan. 07, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Share-based Payment Arrangement [Abstract] | |||
Number of Shares Outstanding, Beginning balance | 6,085,000 | 8,537,500 | |
Number of Shares Options issued | 3,400,000 | 3,700,000 | 2,345,000 |
Number of Shares Options repurchased/expired | (6,215,000) | (4,797,500) | |
Number of Shares Outstanding, Ending balance | 3,570,000 | 6,085,000 | |
Number of Shares Exercisable | 2,070,000 | ||
Weighted Average Exercise Price, Outstanding, Beginning | $ 0.13 | $ 0.20 | |
Weighted Average Exercise Price, Options issued | 0.10 | 0.12 | |
Weighted Average Exercise Price, Options repurchased/expired | (.13) | (0.20) | |
Weighted Average Exercise Price, Outstanding, Ending | 0.11 | $ 0.13 | |
Weighted Average Exercise Price, Exercisable | $ 0.11 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | Mar. 09, 2020USD ($)$ / sharesshares | Sep. 30, 2020$ / sharesshares | Feb. 21, 2020$ / sharesshares |
Number of warrant to purchase of common stock shares | shares | 4,274,269 | ||
Warrants exercise price per share | $ 0.20 | ||
Warrants [Member] | |||
Number of warrant to purchase of common stock shares | shares | 1,500,000 | 642,857 | |
Warrants exercise price per share | $ 0.10 | $ 0.26 | |
Warrants, call option, per share | $ 0.0467 | ||
Warrants, call option, value | $ | $ 70,012 | ||
Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants, measurement input | 110 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Outstanding (Details) | 12 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Equity [Abstract] | |
Range of Exercise Price, Minimum | $ 0.10 |
Range of Exercise Price, Maximum | $ 0.30 |
Number of Warrants Outstanding | shares | 4,274,269 |
Weighted Average Remaining Contractual Life | 3 years 11 months 26 days |
Weighted Average Exercise Price | $ 0.20 |
Number of Warrants Exercisable | shares | 4,274,269 |
Weighted Average Exercise Price, Exercisable | $ 0.20 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Fair Value of Warrant with Weighted-Average Assumptions Used for Grants (Details) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Average risk-free interest rates | 0.92% | 2.13% |
Average expected life (in years) | 5 years | 5 years |
Volatility | 141.00% | 109.00% |
Warrants [Member] | ||
Average risk-free interest rates | 46.00% | |
Average expected life (in years) | 10 years | 0 years |
Volatility | 110.00% |
Common Stock Warrants - Sched_2
Common Stock Warrants - Schedule of Outstanding Common Stock Warrants Activity (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Equity [Abstract] | ||
Number of Shares, Balance beginning | 3,417,126 | 6,450,462 |
Number of Shares, Warrants granted | 1,500,000 | |
Number of Shares, Warrants expired | (642,857) | (3,033,336) |
Number of Shares, Balance ending | 4,274,269 | 3,417,126 |
Number of Shares, Exercisable | 4,274,269 | |
Weighted Average Exercise Price, Balance, beginning | $ 0.25 | $ 0.28 |
Weighted Average Exercise Price, Warrants granted | 0.10 | |
Weighted Average Exercise Price, Warrants expired | (0.26) | (0.30) |
Weighted Average Exercise Price, Balance, ending | 0.20 | $ 0.25 |
Weighted Average Exercise Price, Exercisable | $ 0.20 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent expense | $ 207,772 | $ 201,050 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payment Under Operating Leases (Details) | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 111,782 |
2022 | 115,550 |
2023 | 119,468 |
2024 | 123,543 |
2025 | 116,891 |
Operating leases | $ 587,234 |
Impairment Expense (Details Nar
Impairment Expense (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment cost | $ 37,900 | |
Five MicroNIR Devices of Each [Member] | ||
Impairment cost | $ 7,580 |
Impairment Expense - Schedule o
Impairment Expense - Schedule of Impairment Expense (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Impairment Expense | ||
Inventory impairment | $ 37,900 | |
Goodwill impairment | 592,621 | |
Impairment expense | $ 630,521 |
Other Income - Schedule of Othe
Other Income - Schedule of Other Income (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Other Income and Expenses [Abstract] | ||
Settlement income on note receivable | $ 30,000 | |
Rental income on subleases | 79,285 | 83,400 |
Gain on modification of operating leases | 1,724 | |
Other income | $ 81,009 | $ 113,400 |
Income Tax (Details Narrative)
Income Tax (Details Narrative) | 12 Months Ended |
Sep. 30, 2020USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carry forwards | $ 14,150,000 |
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, 2020 | Sep. 30, 2019 | |
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, 2020 | Sep. 30, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forwards | $ 2,971,500 | $ 1,919,820 |
Net deferred tax assets before valuation allowance | 2,971,500 | 1,919,820 |
Less: Valuation allowance | (2,971,500) | (1,919,820) |
Net deferred tax assets |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Jan. 12, 2021 | Dec. 30, 2020 | Dec. 28, 2020 | Dec. 25, 2020 | Sep. 25, 2020 | Jun. 25, 2020 | Mar. 25, 2020 | Dec. 25, 2019 | Sep. 25, 2019 | Jun. 25, 2019 | May 25, 2019 | Apr. 25, 2019 | Mar. 25, 2019 | Feb. 25, 2019 | Jan. 25, 2019 | Dec. 25, 2018 | Dec. 29, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 29, 2020 |
Proceeds from issuance of common stock | $ 56,500 | $ 625,000 | ||||||||||||||||||
Common stock shares issued for services, value | $ 152,550 | $ 333,717 | ||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 657,895 | 375,000 | 248,756 | 171,233 | 147,059 | 104,167 | 73,171 | 115,652 | ||||||||||||
Common stock shares issued for services, value | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 1,452,884 | |||||||||||||||||||
Common stock shares issued for services, value | $ 60,000 | |||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | |||||||||||||||
Common stock shares issued for services, value | $ 8,030 | $ 9,500 | $ 10,250 | $ 12,300 | $ 10,500 | |||||||||||||||
Subsequent Event [Member] | Chairman of Board of Directors [Member] | ||||||||||||||||||||
Number of Common stock issued | 900,000 | |||||||||||||||||||
Proceeds from issuance of common stock | $ 20,250 | |||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 728,155 | |||||||||||||||||||
Common stock shares issued for services, value | $ 15,000 | |||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | Consulting Agreement [Member] | ||||||||||||||||||||
Common stock issued for services, shares | 50,000 | |||||||||||||||||||
Common stock shares issued for services, value | $ 12,000 | |||||||||||||||||||
Subsequent Event [Member] | Company PPP Note [Member] | ||||||||||||||||||||
Forgiven note payable | $ 40,114 | |||||||||||||||||||
Subsequent Event [Member] | 9% Secured Convertible Notes [Member] | ||||||||||||||||||||
Debt instrument interest percentage | 9.00% | |||||||||||||||||||
Debt instrument face amount | $ 550,000 | $ 110,000 | ||||||||||||||||||
Conversion price per share | $ 0.15 | $ 0.03 | ||||||||||||||||||
Number of converted shraes | 3,666,668 |