Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2021 | Feb. 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Dec. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 000-54239 | |
Entity Registrant Name | Digipath, Inc. | |
Entity Central Index Key | 0001502966 | |
Entity Tax Identification Number | 27-3601979 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 6450 Cameron St | |
Entity Address, Address Line Two | Suite 113 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89118 | |
City Area Code | (702) | |
Local Phone Number | 527-2060 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 72,730,153 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Current assets: | ||
Cash | $ 90,305 | $ 295,932 |
Accounts receivable, net | 330,398 | 214,900 |
Deposits | 25,141 | 24,751 |
Note receivable | 648,809 | 230,929 |
Other current assets | 41,489 | 60,353 |
Total current assets | 1,136,142 | 826,865 |
Right-of-use asset | 390,150 | 413,884 |
Fixed assets, net | 591,265 | 647,252 |
Total non -current assets | 981,415 | 1,061,136 |
Total Assets | 2,117,557 | 1,888,001 |
Current liabilities: | ||
Accounts payable | 368,026 | 370,977 |
Accrued expenses | 266,958 | 220,002 |
Current portion of operating lease liabilities | 95,924 | 93,601 |
Current portion of finance lease liabilities | 11,912 | 20,379 |
Current maturities of notes payable | 439,612 | 259,425 |
Current maturities of convertible notes payable | 1,274,070 | 1,050,000 |
Total current liabilities | 2,456,502 | 2,014,384 |
Non-current liabilities: | ||
Operating lease liabilities | 305,246 | 330,151 |
Notes payable | 545,187 | 339,516 |
Convertible notes payable, net of discounts and current maturities | 257,282 | |
Total non-current liabilities | 850,433 | 926,949 |
Total Liabilities | 3,306,935 | 2,941,333 |
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 and zero shares issued and outstanding as of December 31, 2021 and September 30, 2021 respectively | 333,600 | |
Stockholders’ Deficit: | ||
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 and 1,325,942 shares issued and outstanding as of December 31, 2021 and September 30, 2021, respectively | 1,048 | 1,326 |
Common stock, $0.001 par value, 250,000,000 shares authorized; 72,730,153 and 71,230,153 shares issued and outstanding at December 31, 2021 and September 30 2021, respectively | 72,730 | 71,230 |
Additional paid-in capital | 16,645,222 | 16,825,765 |
Accumulated deficit | (18,241,978) | (17,951,653) |
Total Stockholders’ Deficit | (1,522,978) | (1,053,332) |
Total Liabilities and Stockholders’ Deficit | $ 2,117,557 | $ 1,888,001 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Sep. 30, 2021 |
Series A convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Series A convertible preferred stock, shares authorized | 6,000,000 | 6,000,000 |
Series A convertible preferred stock, shares issued | 1,047,942 | 1,325,942 |
Series A convertible preferred stock, shares outstanding | 1,047,942 | 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 | 72,730,153 | 71,230,153 |
Common stock, shares outstanding | 72,730,153 | 71,230,153 |
Series B Convertible Preferred Stock [Member] | ||
Temporary equity, par value | $ 0.001 | $ 0.001 |
Temporary equity, shares authorized | 1,500,000 | 1,500,000 |
Temporary equity, shares issued | 333,600 | 0 |
Temporary equity, shares outstanding | 333,600 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenues | $ 699,585 | $ 500,385 |
Cost of sales | 422,601 | 420,885 |
Gross profit | 276,984 | 79,500 |
Operating expenses: | ||
General and administrative | 240,964 | 225,050 |
Professional fees | 268,471 | 114,544 |
Change in allowance for doubtful accounts | (2,139) | 88,170 |
Total operating expenses | 507,296 | 427,764 |
Operating loss | (230,312) | (348,264) |
Other income (expense): | ||
Interest income | 9,380 | |
Interest expense | (69,393) | (42,373) |
Total other income (expense) | (60,013) | (42,373) |
Net loss | $ (290,325) | $ (390,637) |
Weighted average number of common shares outstanding - basic and fully diluted | 72,387,762 | 58,423,853 |
Net loss per share - basic and fully diluted | $ 0 | $ (0.01) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Series B Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Sep. 30, 2020 | $ 1,326 | $ 58,271 | $ 16,116,400 | $ (17,265,150) | $ (1,089,153) | |
Beginning balance, shares at Sep. 30, 2020 | 1,325,942 | 58,270,567 | ||||
Common stock sold for cash | $ 900 | 19,350 | 20,250 | |||
Common stock sold for cash, shares | 900,000 | |||||
Common stock issued for debt conversion | $ 3,666 | 106,334 | 110,000 | |||
Common stock issued for debt conversion, shares | 3,666,668 | |||||
Stock-based compensation | $ 1,228 | 42,832 | 44,060 | |||
Stock-based compensation, shares | 1,228,155 | |||||
Net loss | (390,637) | (390,637) | ||||
Ending balance, value at Dec. 31, 2020 | $ 1,326 | $ 64,065 | 16,284,916 | (17,655,787) | (1,305,480) | |
Ending balance, shares at Dec. 31, 2020 | 1,325,942 | 64,065,390 | ||||
Beginning balance, value at Sep. 30, 2021 | $ 1,326 | $ 71,230 | 16,825,765 | (17,951,653) | (1,053,332) | |
Beginning balance, shares at Sep. 30, 2021 | 1,325,942 | 71,230,153 | ||||
Purchase of Series B Preferred shares | $ 55,600 | |||||
Purchase of series B preferred shares, shares | 55,600 | |||||
Conversion of Series A Preferred into Series B Preferred | $ 278,000 | $ (278) | (277,722) | (278,000) | ||
Conversion of Series A Preferred into Series B Preferred, shares | 278,000 | (278,000) | ||||
Stock-based compensation | $ 1,500 | 97,179 | 98,679 | |||
Stock-based compensation, shares | 1,500,000 | |||||
Net loss | (290,325) | (290,325) | ||||
Ending balance, value at Dec. 31, 2021 | $ 333,600 | $ 1,048 | $ 72,730 | $ 16,645,222 | $ (18,241,978) | $ (1,522,978) |
Ending balance, shares at Dec. 31, 2021 | 333,600 | 1,047,942 | 72,730,153 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (290,325) | $ (390,637) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Change in allowance for doubtful accounts | (2,139) | 88,170 |
Depreciation and amortization expense | 58,469 | 83,265 |
Stock-based compensation | 98,679 | 44,060 |
Amortization of debt discounts | 19,766 | 8,322 |
Decrease (increase) in assets: | ||
Accounts receivable | (113,359) | 23,716 |
Other current assets | 6,984 | 8,451 |
Deposits | (390) | |
Right-of-use assets | 23,734 | 22,506 |
Increase (decrease) in liabilities: | ||
Accounts payable | (2,952) | 72,142 |
Accrued expenses | 46,956 | (3,265) |
Lease liabilities | (22,582) | (20,424) |
Net cash (used) in operating activities | (177,158) | (63,694) |
Cash flows from investing activities | ||
Purchase of fixed assets | (2,482) | |
Advance of note receivable | (406,000) | |
Net cash (used) in investing activities | (408,482) | |
Cash flows from financing activities | ||
Principal payments on finance lease | (8,467) | (6,946) |
Principal payments on note payable, equipment financing | (14,142) | (13,289) |
Proceeds from notes payable | 400,000 | |
Proceeds from convertible notes | 60,000 | |
Payments on convertible notes | (57,978) | |
Proceeds from sale of common stock | 20,250 | |
Proceeds from sale of preferred stock | 55,600 | |
Net cash provided by financing activities | 380,013 | 60,015 |
Net (decrease) in cash | (205,627) | (3,679) |
Cash - beginning | 295,932 | 82,749 |
Cash - ending | 90,305 | 79,070 |
Supplemental disclosures: | ||
Interest paid | 27,601 | 14,179 |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Common stock issued for debt conversion | 110,000 | |
Conversion of Series A preferred into Series B preferred | $ 278,000 |
Organization, Basis of Presenta
Organization, Basis of Presentation and Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization, Basis of Presentation and Significant Accounting Policies | Note 1 – Organization, Basis of Presentation and Significant Accounting Policies Organization 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 hopes to open labs in other states that have legalized the sale of cannabis, beginning with California or Arizona. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. 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 December 31, 2021: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc (2) Nevada Parent Digipath Labs, Inc Nevada Subsidiary Digipath Labs S.A.S (3) Colombia Subsidiary VSSL Enterprises, Ltd (4) Canada Subsidiary Digipath Labs CA, Inc (5) California Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) Acquired on March 11, 2020. (5) Formed during the third fiscal quarter of 2021, but has not yet commenced significant operations. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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. 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. 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 W Stock-Based Compensation Recently Issued Accounting Pronouncements There are no 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 | 3 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern As shown in the accompanying condensed consolidated financial statements, as of December 31, 2021, the Company had negative working capital of $ 1,320,360 18,241,978 90,305 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. DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Fair Value of Financial Instruments | Note 3 – Fair Value of Financial Instruments The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement The Company has certain financial instruments that must be measured under the new fair value standard. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2021 and September 30, 2021, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 90,305 $ - $ - Liabilities Lease liabilities - - 413,082 Notes payable - 984,799 - Convertible notes payable, net of discounts of $ 78,421 - - 1,274,070 Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Assets Cash $ 295,932 $ - $ - Liabilities Lease liabilities - - 444,131 Notes payable - 598,941 - Convertible notes payable, net of discounts of $ 98,188 - - 1,307,282 The fair value of our intellectual properties are deemed to approximate book value, and are considered Level 3 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended December 31, 2021. |
Note Receivable
Note Receivable | 3 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Note Receivable | Note 4 – Note Receivable On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $ 95,000 10 On various dates between August 23, 2021 and December 31, 2021, we loaned C3 Labs, Inc. a total of $ 638,500 8 350,000 August 23, 2022 9,380 10,309 DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) |
Fixed Assets
Fixed Assets | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | Note 5 – Fixed Assets Fixed assets consist of the following at December 31, 2021 and September 30, 2021: Schedule of Fixed Assets 2021 2020 December, September 30, 2021 2021 Software $ 125,903 $ 125,903 Office equipment 71,601 71,601 Furniture and fixtures 29,879 29,879 Lab equipment 1,453,715 1,453,716 Leasehold improvements 496,600 494,117 Lab equipment held under capital leases 99,193 99,193 Fixed assets, gross 2,276,891 2,274,409 Less: accumulated depreciation (1,685,626 ) (1,627,157 ) Total $ 591,265 $ 647,252 Depreciation and amortization expense totaled $ 58,469 83,265 |
Leases
Leases | 3 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 6 – Leases The Company leases its operating and office facility under a non -cancelable real property lease agreement that expires on August 31, 2025 The components of lease expense were as follows: Schedule of Components of Lease Expense For the Three For the Three Months Ended Months Ended December 31, December 31, 2021 2020 Operating lease cost $ 29,718 $ 29,718 Finance lease cost: Amortization of assets 8,467 6,946 Interest on lease liabilities 809 2,330 Total net lease cost $ 38,994 $ 38,994 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information December 31, September 30, 2021 2021 Operating leases: Operating lease assets $ 390,150 $ 413,884 Current portion of operating lease liabilities 95,924 $ 93,601 Noncurrent operating lease liabilities 305,246 330,151 Total operating lease liabilities $ 401,170 $ 423,752 Finance lease: Equipment, at cost $ 99,193 $ 99,193 Accumulated amortization (44,637 ) (39,677 ) Equipment, net $ 54,556 $ 59,516 Current portion of finance lease liabilities $ 11,912 $ 20,379 Noncurrent finance lease liabilities - - Total finance lease liabilities $ 11,912 $ 20,379 Weighted average remaining lease term: Operating leases 3.67 3.92 Finance leases 0.30 0.55 Weighted average discount rate: Operating leases 5.75 % 5.75 % Finance lease 18.41 % 18.41 % DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information For the Three For the Three Months Ended Months Ended December 31, December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 22,582 $ 20,424 Financing cash flows used for finance leases $ 8,467 $ 6,946 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 December 31, 2021: Schedule of Future Minimum Annual Lease Commitments Under Operating Leases Fiscal Year Ending Minimum Lease September 30, Commitments 2022 $ 86,985 2023 119,468 2024 123,543 2025 116,891 2026 - Total future undiscounted lease payments 446,888 Less interest 45,718 Present value of lease payments 401,170 Less current portion 95,924 Long-term operating lease liabilities $ 305,246 Future minimum annual lease payments required under the finance lease and the present value of the net minimum lease payments are as follows at December 31, 2021: Schedule of Future Minimum Annual Lease Payments Under Finance Lease Finance Leases 2022 $ 12,368 2023 - Total minimum lease payments 12,368 Less interest 456 Present value of lease liabilities 11,912 Less current portion 11,912 Long-term finance lease liabilities $ - DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) |
Notes Payable
Notes Payable | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 7 – Notes Payable Notes payable consists of the following at December 31, 2021 and September 30, 2021, respectively: Schedule of Notes Payable December 31, September 30, 2021 2021 On September 10, 2021, the Company, entered into a Secured Promissory note for $ 675,000 12 September 10, 2024 22,419.66 675,000 125,000 $ 800,000 $ 400,000 On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year term December 26, 2024 184,799 198,941 Total notes payable 984,799 598,941 Less: current maturities (439,612 ) (259,425 ) Notes payable $ 545,187 $ 339,516 The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $ 11,836 4,131 DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 8 – Convertible Notes Payable Convertible notes payable consists of the following at December, 2021 and September 30, 2021, respectively: Schedule of Convertible Notes Payable December 31, September 30, 2021 2021 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 50,000 August 11, 2022 9 0.15 0.03 10,000 60,000 10,000 333,334 0.03 $ 50,000 $ 50,000 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 150,000 August 11, 2022 9 0.15 0.03 50,000 200,000 50,000 1,666,667 0.03 150,000 150,000 On February 10, 2020, the Company completed the sale to an accredited investor of a 9 350,000 August 10, 2022 9 0.15 0.03 50,000 400,000 50,000 1,666,667 0.03 350,000 350,000 On September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 On September 30, 2020, the maturity date was extended to August 10, 2022 0.03 90,000 3,000,000 0.03 355,470 98,188 52,978 302,492 355,470 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 0.03 350,000 350,000 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 0.03 150,000 150,000 Total convertible notes payable 1,352,492 1,405,470 Less: unamortized debt discounts (78,421 ) (98,188 ) Total convertible debt 1,274,070 1,307,282 Less: current maturities 1,274,070 1,050,000 Convertible notes payable $ - $ 257,282 DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) 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 $ 98,188 19,766 78,421 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 The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $ 28,273 26,567 The Company recognized interest expense for the three months ended December 31, 2021 and 2020, respectively, as follows: Schedule of Interest Expense December 31, December 31, 2021 2020 Interest on short term loans $ - $ 1,023 Interest on lease liabilities 3,601 2,330 Interest on notes payable 17,753 4,131 Amortization of beneficial conversion features 19,766 8,322 Interest on convertible notes 28,273 26,567 Total interest expense $ 69,393 $ 42,373 |
Changes in Stockholders_ Defici
Changes in Stockholders’ Deficit | 3 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Changes in Stockholders’ Deficit | Note 9 - Changes in Stockholders’ Deficit Convertible Preferred Stock The Company is authorized to issue 10,000,000 0.001 6,000,000 1,500,000 2,500,000 1,047,942 333,600 Series A 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 1,047,942 5,239,710 4.99 DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Additional terms of the Series A Preferred and 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 ● 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 ● 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 ● 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. During the three months ended December 31, 2021, the Company offered to the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment. 55,600 55,600 278,000 Series B The Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a Stated Value of $ 1.00 0.04 333,600 8,340,000 4.99 Additional terms of the Series B Preferred and include the following: ● The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number shares of common stock which the Series B Preferred may then be converted. ● Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends ● Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such Series B Preferred may then be converted. DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the balance sheet. On December 30, 2021, the Company entered into an Exchange Agreement with one of the Company’s institutional investors (the “Investor”), pursuant to which the Investor exchanged 278,000 278,000 55,600 1.00 55,600 Common Stock Common stock consists of $ 0.001 250,000,000 72,730,153 During the three months ended December 31, 2021, the Company issued 1,500,000 52,500 |
Common Stock Options
Common Stock Options | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock Options | Note 10 – Common Stock Options Stock Incentive Plan On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012 and previously amended on May 20, 2014. As amended, the 2012 Plan provides for the issuance of up to 11,500,000 6,020,000 During the three months ended December 31, 2021, the Company issued to an unrelated third party, options to purchase 1,000,000 33,716 186 0.0337 0.035 Amortization of Stock-Based Compensation A total of $ 46,179 17,060 44,213 The following is a summary of information about the stock options outstanding at December 31, 2021. Summary of Common Stock Options Outstanding 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 $ 0.05 0.13 5,020,000 7.12 $ 0.08 4,043,809 $ 0.08 DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) The following is a summary of activity of outstanding common stock options: Schedule of Activity of Outstanding Common Stock Options Weighted Average Number Exercise of Shares Price Balance, September 30, 2021 5,620,000 $ 0.08 Options issued 1,000,000 $ 0.04 Options forfeited (600,000 ) $ 0.11 Balance, December 31, 2021 6,020,000 $ 0.07 Exercisable, December 31, 2021 5,043,809 $ 0.07 As of December 31, 2021, these options in the aggregate had no intrinsic value as the per share market price of $ 0.028 0.08 |
Common Stock Warrants
Common Stock Warrants | 3 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants | |
Common Stock Warrants | Note 11 – Common Stock Warrants Warrants to purchase a total of 2,535,001 The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2021. Summary of Common Stock Warrants Outstanding 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 0.26 2,535,001 5.08 $ 0.17 2,535,001 $ 0.17 The following is a summary of activity of outstanding common stock warrants: Schedule of Outstanding Common Stock Warrants Activity Weighted Average Number Exercise of Shares Price Balance, September 30, 2021 2,535,001 $ 0.17 Warrants granted - - Warrants expired - - Balance, December 31, 2021 2,535,001 $ 0.17 Exercisable, December 31, 2021 2,535,001 $ 0.17 As of December 31, 2021, these warrants in the aggregate had no intrinsic value as the per share market price of $ 0.028 0.08 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12 – Commitments and Contingencies 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. |
Organization, Basis of Presen_2
Organization, Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Organization | Organization 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 hopes to open labs in other states that have legalized the sale of cannabis, beginning with California or Arizona. |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated. The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. |
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 December 31, 2021: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc (2) Nevada Parent Digipath Labs, Inc Nevada Subsidiary Digipath Labs S.A.S (3) Colombia Subsidiary VSSL Enterprises, Ltd (4) Canada Subsidiary Digipath Labs CA, Inc (5) California Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) Acquired on March 11, 2020. (5) Formed during the third fiscal quarter of 2021, but has not yet commenced significant operations. The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Digipath” or “DIGP”. The Company’s headquarters are located in Las Vegas, Nevada and substantially all of its customers are within the United States. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. DIGIPATH, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) |
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. |
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. 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 W |
Stock-Based Compensation | Stock-Based Compensation |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements There are no 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. |
Organization, Basis of Presen_3
Organization, Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
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 December 31, 2021: Schedule of Entities Under Common Control and Ownership Jurisdiction of Name of Entity (1) Incorporation Relationship Digipath, Inc (2) Nevada Parent Digipath Labs, Inc Nevada Subsidiary Digipath Labs S.A.S (3) Colombia Subsidiary VSSL Enterprises, Ltd (4) Canada Subsidiary Digipath Labs CA, Inc (5) California Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. (3) Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. (4) Acquired on March 11, 2020. (5) Formed during the third fiscal quarter of 2021, but has not yet commenced significant operations. |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
Summary of Financial Instruments at Fair Value on Recurring Basis | The Company has certain financial instruments that must be measured under the new fair value standard. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of December 31, 2021 and September 30, 2021, respectively: Summary of Financial Instruments at Fair Value on Recurring Basis Fair Value Measurements at December 31, 2021 Level 1 Level 2 Level 3 Assets Cash $ 90,305 $ - $ - Liabilities Lease liabilities - - 413,082 Notes payable - 984,799 - Convertible notes payable, net of discounts of $ 78,421 - - 1,274,070 Fair Value Measurements at September 30, 2021 Level 1 Level 2 Level 3 Assets Cash $ 295,932 $ - $ - Liabilities Lease liabilities - - 444,131 Notes payable - 598,941 - Convertible notes payable, net of discounts of $ 98,188 - - 1,307,282 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Fixed Assets | Fixed assets consist of the following at December 31, 2021 and September 30, 2021: Schedule of Fixed Assets 2021 2020 December, September 30, 2021 2021 Software $ 125,903 $ 125,903 Office equipment 71,601 71,601 Furniture and fixtures 29,879 29,879 Lab equipment 1,453,715 1,453,716 Leasehold improvements 496,600 494,117 Lab equipment held under capital leases 99,193 99,193 Fixed assets, gross 2,276,891 2,274,409 Less: accumulated depreciation (1,685,626 ) (1,627,157 ) Total $ 591,265 $ 647,252 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: Schedule of Components of Lease Expense For the Three For the Three Months Ended Months Ended December 31, December 31, 2021 2020 Operating lease cost $ 29,718 $ 29,718 Finance lease cost: Amortization of assets 8,467 6,946 Interest on lease liabilities 809 2,330 Total net lease cost $ 38,994 $ 38,994 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information December 31, September 30, 2021 2021 Operating leases: Operating lease assets $ 390,150 $ 413,884 Current portion of operating lease liabilities 95,924 $ 93,601 Noncurrent operating lease liabilities 305,246 330,151 Total operating lease liabilities $ 401,170 $ 423,752 Finance lease: Equipment, at cost $ 99,193 $ 99,193 Accumulated amortization (44,637 ) (39,677 ) Equipment, net $ 54,556 $ 59,516 Current portion of finance lease liabilities $ 11,912 $ 20,379 Noncurrent finance lease liabilities - - Total finance lease liabilities $ 11,912 $ 20,379 Weighted average remaining lease term: Operating leases 3.67 3.92 Finance leases 0.30 0.55 Weighted average discount rate: Operating leases 5.75 % 5.75 % Finance lease 18.41 % 18.41 % |
Schedule of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information For the Three For the Three Months Ended Months Ended December 31, December 31, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used for operating leases $ 22,582 $ 20,424 Financing cash flows used for finance leases $ 8,467 $ 6,946 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 December 31, 2021: Schedule of Future Minimum Annual Lease Commitments Under Operating Leases Fiscal Year Ending Minimum Lease September 30, Commitments 2022 $ 86,985 2023 119,468 2024 123,543 2025 116,891 2026 - Total future undiscounted lease payments 446,888 Less interest 45,718 Present value of lease payments 401,170 Less current portion 95,924 Long-term operating lease liabilities $ 305,246 |
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 December 31, 2021: Schedule of Future Minimum Annual Lease Payments Under Finance Lease Finance Leases 2022 $ 12,368 2023 - Total minimum lease payments 12,368 Less interest 456 Present value of lease liabilities 11,912 Less current portion 11,912 Long-term finance lease liabilities $ - |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consists of the following at December 31, 2021 and September 30, 2021, respectively: Schedule of Notes Payable December 31, September 30, 2021 2021 On September 10, 2021, the Company, entered into a Secured Promissory note for $ 675,000 12 September 10, 2024 22,419.66 675,000 125,000 $ 800,000 $ 400,000 On December 26, 2019, the Company financed the purchase of $ 377,124 291,931 5.75 5,622 five-year term December 26, 2024 184,799 198,941 Total notes payable 984,799 598,941 Less: current maturities (439,612 ) (259,425 ) Notes payable $ 545,187 $ 339,516 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | Convertible notes payable consists of the following at December, 2021 and September 30, 2021, respectively: Schedule of Convertible Notes Payable December 31, September 30, 2021 2021 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 50,000 August 11, 2022 9 0.15 0.03 10,000 60,000 10,000 333,334 0.03 $ 50,000 $ 50,000 On February 11, 2020, the Company completed the sale to an accredited investor of a 9 150,000 August 11, 2022 9 0.15 0.03 50,000 200,000 50,000 1,666,667 0.03 150,000 150,000 On February 10, 2020, the Company completed the sale to an accredited investor of a 9 350,000 August 10, 2022 9 0.15 0.03 50,000 400,000 50,000 1,666,667 0.03 350,000 350,000 On September 23, 2019, the Company received proceeds of $ 200,000 8 August 10, 2022 0.11 On September 30, 2020, the maturity date was extended to August 10, 2022 0.03 90,000 3,000,000 0.03 355,470 98,188 52,978 302,492 355,470 On November 8, 2018, the Company received proceeds of $ 350,000 8 August 10, 2022 0.14 0.03 350,000 350,000 On November 5, 2018, the Company received proceeds of $ 150,000 8 August 10, 2022 0.14 0.03 150,000 150,000 Total convertible notes payable 1,352,492 1,405,470 Less: unamortized debt discounts (78,421 ) (98,188 ) Total convertible debt 1,274,070 1,307,282 Less: current maturities 1,274,070 1,050,000 Convertible notes payable $ - $ 257,282 |
Schedule of Interest Expense | The Company recognized interest expense for the three months ended December 31, 2021 and 2020, respectively, as follows: Schedule of Interest Expense December 31, December 31, 2021 2020 Interest on short term loans $ - $ 1,023 Interest on lease liabilities 3,601 2,330 Interest on notes payable 17,753 4,131 Amortization of beneficial conversion features 19,766 8,322 Interest on convertible notes 28,273 26,567 Total interest expense $ 69,393 $ 42,373 |
Common Stock Options (Tables)
Common Stock Options (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Common Stock Options Outstanding | The following is a summary of information about the stock options outstanding at December 31, 2021. Summary of Common Stock Options Outstanding 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 $ 0.05 0.13 5,020,000 7.12 $ 0.08 4,043,809 $ 0.08 |
Schedule of Activity of Outstanding Common Stock Options | The following is a summary of activity of outstanding common stock options: Schedule of Activity of Outstanding Common Stock Options Weighted Average Number Exercise of Shares Price Balance, September 30, 2021 5,620,000 $ 0.08 Options issued 1,000,000 $ 0.04 Options forfeited (600,000 ) $ 0.11 Balance, December 31, 2021 6,020,000 $ 0.07 Exercisable, December 31, 2021 5,043,809 $ 0.07 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 3 Months Ended |
Dec. 31, 2021 | |
Common Stock Warrants | |
Summary of Common Stock Warrants Outstanding | The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2021. Summary of Common Stock Warrants Outstanding 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 0.26 2,535,001 5.08 $ 0.17 2,535,001 $ 0.17 |
Schedule of Outstanding Common Stock Warrants Activity | The following is a summary of activity of outstanding common stock warrants: Schedule of Outstanding Common Stock Warrants Activity Weighted Average Number Exercise of Shares Price Balance, September 30, 2021 2,535,001 $ 0.17 Warrants granted - - Warrants expired - - Balance, December 31, 2021 2,535,001 $ 0.17 Exercisable, December 31, 2021 2,535,001 $ 0.17 |
Schedule of Entities Under Comm
Schedule of Entities Under Common Control and Ownership (Details) | 3 Months Ended | |
Dec. 31, 2021 | ||
Entities Under Common Control and Ownership One [Member] | ||
Name of Entity | Digipath, Inc | [1],[2] |
Jurisdiction of Incorporation | Nevada | |
Relationship | Parent | |
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 | Digipath Labs S.A.S | [1],[3] |
Jurisdiction of Incorporation | Colombia | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Four [Member] | ||
Name of Entity | VSSL Enterprises, Ltd | [1],[4] |
Jurisdiction of Incorporation | Canada | |
Relationship | Subsidiary | |
Entities Under Common Control and Ownership Five [Member] | ||
Name of Entity | Digipath Labs CA, Inc | [1],[5] |
Jurisdiction of Incorporation | California | |
Relationship | Subsidiary | |
[1] | All entities are in the form of a corporation. | |
[2] | Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Digipath, Inc., the parent company. | |
[3] | Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations. | |
[4] | Acquired on March 11, 2020. | |
[5] | Formed during the third fiscal quarter of 2021, but has not yet commenced significant operations. |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Working capital | $ 1,320,360 | |
Accumulated deficit | 18,241,978 | $ 17,951,653 |
Cash | $ 90,305 | $ 295,932 |
Summary of Financial Instrument
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | $ 90,305 | $ 295,932 |
Lease liabilities | ||
Note payable | ||
Convertible notes payable, net of discounts | ||
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Lease liabilities | ||
Note payable | 984,799 | 598,941 |
Convertible notes payable, net of discounts | ||
Fair Value, Inputs, Level 3 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Cash | ||
Lease liabilities | 413,082 | 444,131 |
Note payable | ||
Convertible notes payable, net of discounts | $ 1,274,070 | $ 1,307,282 |
Summary of Financial Instrume_2
Summary of Financial Instruments at Fair Value on Recurring Basis (Details) (Parenthetical) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Short-term Debt [Line Items] | ||
Convertible notes discounts | $ 78,421 | $ 98,188 |
Convertible Notes Payable [Member] | ||
Short-term Debt [Line Items] | ||
Convertible notes discounts | $ 78,421 | $ 98,188 |
Note Receivable (Details Narrat
Note Receivable (Details Narrative) - USD ($) | 3 Months Ended | 4 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Jun. 13, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Interest income | $ 9,380 | ||
Accured interest | 10,309 | $ 10,309 | |
Northwest Analytical Labs, Inc. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes receivable related parties | $ 95,000 | ||
Loans interest | 10.00% | ||
C3 Labs, Inc., [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Notes receivable related parties | $ 638,500 | $ 638,500 | |
Loans interest | 8.00% | 8.00% | |
Loan secured by demand notes | $ 350,000 | $ 350,000 | |
Debt instrument, maturity date | Aug. 23, 2022 |
Schedule of Fixed Assets (Detai
Schedule of Fixed Assets (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Property, Plant and Equipment [Abstract] | ||
Software | $ 125,903 | $ 125,903 |
Office equipment | 71,601 | 71,601 |
Furniture and fixtures | 29,879 | 29,879 |
Lab equipment | 1,453,715 | 1,453,716 |
Leasehold improvements | 496,600 | 494,117 |
Lab equipment held under capital leases | 99,193 | 99,193 |
Fixed assets, gross | 2,276,891 | 2,274,409 |
Less: accumulated depreciation | (1,685,626) | (1,627,157) |
Total | $ 591,265 | $ 647,252 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 58,469 | $ 83,265 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating lease cost | $ 29,718 | $ 29,718 |
Amortization of assets | 8,467 | 6,946 |
Interest on lease liabilities | 809 | 2,330 |
Total net lease cost | $ 38,994 | $ 38,994 |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Leases | ||
Operating lease assets | $ 390,150 | $ 413,884 |
Current portion of operating lease liabilities | 95,924 | 93,601 |
Noncurrent operating lease liabilities | 305,246 | 330,151 |
Total operating lease liabilities | 401,170 | 423,752 |
Equipment, at cost | 99,193 | 99,193 |
Accumulated amortization | (44,637) | (39,677) |
Equipment, net | 54,556 | 59,516 |
Current portion of finance lease liabilities | 11,912 | 20,379 |
Noncurrent finance lease liabilities | ||
Total finance lease liabilities | $ 11,912 | $ 20,379 |
Weighted average remaining lease term: Operating leases | 3 years 8 months 1 day | 3 years 11 months 1 day |
Weighted average remaining lease term: Finance leases | 3 months 18 days | 6 months 18 days |
Weighted average discount rate: Operating leases | 5.75% | 5.75% |
Weighted average discount rate: Finance lease | 18.41% | 18.41% |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow and Other Information (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | ||
Operating cash flows used for operating leases | $ 22,582 | $ 20,424 |
Financing cash flows used for finance leases | 8,467 | 6,946 |
Total operating lease liabilities | 528,616 | |
Total finance lease liabilities | $ 99,193 |
Schedule of Future Minimum Annu
Schedule of Future Minimum Annual Lease Commitments Under Operating Leases (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Leases | ||
2022 | $ 86,985 | |
2023 | 119,468 | |
2024 | 123,543 | |
2025 | 116,891 | |
2026 | ||
Total future undiscounted lease payments | 446,888 | |
Less interest | 45,718 | |
Present value of lease payments | 401,170 | $ 423,752 |
Less current portion | 95,924 | 93,601 |
Long-term operating lease liabilities | $ 305,246 | $ 330,151 |
Schedule of Future Minimum An_2
Schedule of Future Minimum Annual Lease Payments Under Finance Lease (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Leases | ||
2022 | $ 12,368 | |
2023 | ||
Total minimum lease payments | 12,368 | |
Less interest | 456 | |
Present value of lease liabilities | 11,912 | $ 20,379 |
Less current portion | 11,912 | 20,379 |
Long-term finance lease liabilities |
Leases (Details Narrative)
Leases (Details Narrative) | 3 Months Ended |
Dec. 31, 2021 | |
Leases | |
Lease expiration date | Aug. 31, 2025 |
Schedule of Notes Payable (Deta
Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Short-term Debt [Line Items] | ||
Total notes payable | $ 984,799 | $ 598,941 |
Less: current maturities | (439,612) | (259,425) |
Notes payable | 545,187 | 339,516 |
Notes payable One [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | 800,000 | 400,000 |
Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Total notes payable | $ 184,799 | $ 198,941 |
Schedule of Notes Payable (De_2
Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Sep. 10, 2021 | Dec. 26, 2019 | Dec. 31, 2021 | Sep. 30, 2021 |
Short-term Debt [Line Items] | ||||
Notes payable | $ 984,799 | $ 598,941 | ||
Canna Lab Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Principal amount | $ 675,000 | |||
Debt instrument interest percentage | 12.00% | |||
Debt instrument maturity date | Sep. 10, 2024 | |||
Debt instrument periodic payment | $ 22,419.66 | |||
Notes payable | 675,000 | |||
Secured Promissory Note [Member] | ||||
Short-term Debt [Line Items] | ||||
Original debt amount | $ 125,000 | |||
Note Payable [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt instrument interest percentage | 5.75% | |||
Debt instrument maturity date | Dec. 26, 2024 | |||
Debt instrument periodic payment | $ 5,622 | |||
Payments for lab equipment | 377,124 | |||
Proceeds from bank loan | $ 291,931 | |||
Debt instrument term description | five-year term |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 1,352,492 | $ 1,405,470 |
Less: unamortized debt discounts | (78,421) | (98,188) |
Total convertible debt | 1,274,070 | 1,307,282 |
Less: current maturities | 1,274,070 | 1,050,000 |
Convertible notes payable | 257,282 | |
Convertible Notes Payable One [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 50,000 | 50,000 |
Convertible Notes Payable Two [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 150,000 | 150,000 |
Convertible Notes Payable Three [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Four [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 302,492 | 355,470 |
Convertible Notes Payable Five [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | 350,000 | 350,000 |
Convertible Notes Payable Six [Member] | ||
Short-term Debt [Line Items] | ||
Total convertible notes payable | $ 150,000 | $ 150,000 |
Schedule of Convertible Notes_2
Schedule of Convertible Notes Payable (Details) (Parathetical) - USD ($) | Sep. 30, 2021 | Feb. 22, 2021 | Dec. 29, 2020 | Dec. 28, 2020 | Sep. 30, 2020 | Feb. 11, 2020 | Feb. 10, 2020 | Sep. 23, 2019 | Nov. 08, 2018 | Nov. 05, 2018 | Dec. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||||||||||||
Proceeds from convertible note | $ 60,000 | |||||||||||
Amortization of debt discount premium | 19,766 | $ 8,322 | ||||||||||
Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 9.00% | |||||||||||
Debt principal amount | $ 10,000 | $ 60,000 | $ 50,000 | |||||||||
Debt maturity date | Aug. 11, 2022 | |||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||
Proceeds from convertible note | $ 10,000 | |||||||||||
Shares of common stock converted | 333,334 | |||||||||||
Secured Subordinated Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 9.00% | |||||||||||
Debt principal amount | $ 50,000 | $ 200,000 | $ 150,000 | |||||||||
Debt maturity date | Aug. 11, 2022 | |||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||
Proceeds from convertible note | $ 50,000 | |||||||||||
Shares of common stock converted | 1,666,667 | |||||||||||
9% Secured Convertible Promissory Note [Member] | Accredited Investors [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 9.00% | |||||||||||
Debt principal amount | $ 50,000 | $ 400,000 | $ 350,000 | |||||||||
Debt maturity date | Aug. 10, 2022 | |||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.15 | |||||||||
Proceeds from convertible note | $ 50,000 | |||||||||||
Shares of common stock converted | 1,666,667 | |||||||||||
Senior Secured Convertible Note [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||
Debt principal amount | $ 90,000 | $ 200,000 | ||||||||||
Debt maturity date | Aug. 10, 2022 | Aug. 10, 2022 | ||||||||||
Conversion price per share | $ 0.03 | $ 0.03 | $ 0.11 | |||||||||
Shares of common stock converted | 3,000,000 | |||||||||||
Debt instrument maturity date description | On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share | |||||||||||
Debt instrument periodic payment | $ 355,470 | |||||||||||
Amortization of debt discount premium | $ 98,188 | $ 52,978 | ||||||||||
Senior Secured Convertible Note One [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||
Debt principal amount | $ 350,000 | |||||||||||
Debt maturity date | Aug. 10, 2022 | |||||||||||
Conversion price per share | $ 0.03 | $ 0.14 | ||||||||||
Senior Secured Convertible Note Two [Member] | ||||||||||||
Short-term Debt [Line Items] | ||||||||||||
Debt instrument interest percentage | 8.00% | |||||||||||
Debt principal amount | $ 150,000 | |||||||||||
Debt maturity date | Aug. 10, 2022 | |||||||||||
Conversion price per share | $ 0.03 | $ 0.14 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Note Payable [Member] | ||
Short-term Debt [Line Items] | ||
Interest expense | $ 11,836 | $ 4,131 |
Schedule of Interest Expense (D
Schedule of Interest Expense (Details) - USD ($) | 3 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest on short term loans | $ 1,023 | |
Interest on lease liabilities | 3,601 | 2,330 |
Interest on notes payable | 17,753 | 4,131 |
Amortization of beneficial conversion features | 19,766 | 8,322 |
Interest on convertible notes | 28,273 | 26,567 |
Total interest expense | $ 69,393 | $ 42,373 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Short-term Debt [Line Items] | |||
Amortization of debt discounts | $ 19,766 | $ 8,322 | |
Unamortized discounts | $ 78,421 | $ 98,188 | |
Maximum Share Amount [Member] | |||
Short-term Debt [Line Items] | |||
Maximum amount owned percentage of issued and outstanding common shares | 4.99% | ||
Convertible Notes Payable [Member] | |||
Short-term Debt [Line Items] | |||
Convertible notes discounts | $ 98,188 | ||
Amortization of debt discounts | 19,766 | ||
Unamortized discounts | 78,421 | $ 98,188 | |
Convertible notes interest expense | $ 28,273 | $ 26,567 |
Changes in Stockholders_ Defi_2
Changes in Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 6,000,000 | 6,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued | 1,047,942 | 1,325,942 | |
Preferred stock, shares outstanding | 1,047,942 | 1,325,942 | |
Percentage of distribution on purchase price | 100.00% | ||
Proceeds from issuance of preference stock | $ 55,600 | ||
Conversion of stock shares issued | 8,340,000 | ||
Issued and outstanding common stock | 499.00% | ||
Gross proceeds | $ 98,679 | 44,060 | |
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock authorized | 250,000,000 | 250,000,000 | |
Common stock, shares issued | 72,730,153 | 71,230,153 | |
Common stock, shares outstanding | 72,730,153 | 71,230,153 | |
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Gross proceeds | $ 1,500 | $ 1,228 | |
Stock issued during period, shares, issued for services | 1,500,000 | ||
Stock issued during period, value, issued for services | $ 52,500 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued during period, shares, new issues | 55,600 | ||
Series A Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Preferred stock, shares designated | 6,000,000 | ||
Series B Convertible Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares designated | 1,500,000 | ||
Preferred stock, shares designated remaining | 2,500,000 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares issued | 1,047,942 | ||
Preferred stock, shares outstanding | 1,047,942 | ||
Conversion of stock shares converted | 1,047,942 | ||
Preferred stock convertible into common stock shares | 5,239,710 | ||
Percentage of equity beneficial ownership | 4.99% | ||
Conversion of stock description | the Company offered to the Series A Preferred shareholders the ability to convert their Preferred A shares into Preferred B shares for an additional investment of 20% of their initial Series A investment. | ||
Proceeds from issuance of preference stock | $ 55,600 | ||
Series A Preferred Stock [Member] | Exchange Agreement [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock shares converted | 278,000 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, par value | $ 1 | ||
Preferred stock, shares issued | 333,600 | ||
Preferred stock, shares outstanding | 333,600 | ||
Conversion of stock shares converted | 333,600 | ||
Conversion of stock description | Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends | ||
Conversion price | $ 0.04 | ||
Shares, purchased | 55,600 | ||
Share weighted average price of shares purchased | $ 1 | ||
Gross proceeds | $ 55,600 | ||
Series B Preferred Stock [Member] | Exchange Agreement [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock shares converted | 278,000 | ||
Series A into Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Conversion of stock shares converted | 278,000 |
Summary of Common Stock Options
Summary of Common Stock Options Outstanding (Details) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Range of Exercise Price, Minimum | $ 0.05 |
Range of Exercise Price, Maximum | $ 0.13 |
Number of Options Outstanding | shares | 5,020,000 |
Weighted Average Remaining Contractual Life | 7 years 1 month 13 days |
Weighted Average Exercise Price | $ 0.08 |
Number of Shares Exercisable | shares | 4,043,809 |
Weighted Average Exercise Price Exercisable | $ 0.08 |
Schedule of Activity of Outstan
Schedule of Activity of Outstanding Common Stock Options (Details) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Payment Arrangement [Abstract] | |
Number of Shares Outstanding, Beginning balance | shares | 5,620,000 |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 0.08 |
Number of Shares Options Issued | shares | 1,000,000 |
Weighted Average Exercise Price, Options Issued | $ / shares | $ 0.04 |
Number of Shares Options Forfeited | shares | (600,000) |
Weighted Average Exercise Price, Options Forfeited | $ / shares | $ 0.11 |
Number of Shares Outstanding, Ending balance | shares | 6,020,000 |
Weighted Average Exercise Price, Outstanding Ending | $ / shares | $ 0.07 |
Number of Shares Exercisable | shares | 5,043,809 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.07 |
Common Stock Options (Details N
Common Stock Options (Details Narrative) - USD ($) | Jun. 21, 2016 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 6,020,000 | 5,620,000 | ||
Number of options granted to purchase shares of common stock | 1,000,000 | |||
Weighted average exercise price, options issued | $ 0.04 | |||
Intrinsic value, market price per share | 0.028 | |||
Intrinsic value weighted-average exercise price per share | $ 0.08 | |||
Amortization of Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Amortization of stock options | $ 46,179 | $ 17,060 | ||
Unamortized expenses expected to be expensed | 44,213 | |||
Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued during period, value, issued for services | 52,500 | |||
Equity Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock issued during period, value, issued for services | $ 33,716 | |||
Stock option, volatility rate | 186.00% | |||
Call option values | $ 0.0337 | |||
Weighted average exercise price, options issued | $ 0.035 | |||
Equity Option [Member] | Common Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options granted to purchase shares of common stock | 1,000,000 | |||
2012 Stock Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options outstanding | 6,020,000 | |||
2012 Stock Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued under stock plan | 11,500,000 |
Summary of Common Stock Warrant
Summary of Common Stock Warrants Outstanding (Details) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common Stock Warrants | |
Range of Exercise Price, Minimum | $ 0.10 |
Range of Exercise Price, Maximum | $ 0.26 |
Number of Warrants Outstanding | shares | 2,535,001 |
Weighted Average Remaining Contractual Life | 5 years 29 days |
Weighted Average Exercise Price | $ 0.17 |
Number of Warrants Exercisable | shares | 2,535,001 |
Weighted Average Exercise Price, Exercisable | $ 0.17 |
Schedule of Outstanding Common
Schedule of Outstanding Common Stock Warrants Activity (Details) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common Stock Warrants | |
Number of Shares, Balance ending | shares | 2,535,001 |
Weighted Average Exercise Price, Balance, ending | $ / shares | $ 0.17 |
Number of Shares, Warrants granted | shares | |
Weighted Average Exercise Price, Warrants granted | $ / shares | |
Number of Shares, Warrants expired | shares | |
Weighted Average Exercise Price, Warrants expired | $ / shares | |
Number of Shares, Balance ending | shares | 2,535,001 |
Weighted Average Exercise Price, Balance, ending | $ / shares | $ 0.17 |
Number of Shares, Exercisable | shares | 2,535,001 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.17 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) | 3 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common Stock Warrants | |
Number of warrant to purchase of common stock shares | shares | 2,535,001 |
Intrinsic value, market price per share | $ 0.028 |
Intrinsic value weighted-average exercise price per share | $ 0.08 |