Document And Entity Information
Document And Entity Information | 12 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-1/A |
Entity Registrant Name | ARCH THERAPEUTICS, INC. |
Entity Incorporation, State or Country Code | NV |
Entity Tax Identification Number | 46-0524102 |
Entity Address, Address Line One | 235 Walnut St., Suite 6 |
Entity Address, City or Town | Framingham |
Entity Address, State or Province | MA |
Entity Address, Postal Zip Code | 01702 |
City Area Code | 617 |
Local Phone Number | 431-2313 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Amendment Description | This registration statement contains two prospectuses: |
Entity Central Index Key | 0001537561 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Amendment Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2020 |
Current assets: | ||||||||
Cash | $ 86,542 | $ 746,940 | $ 746,940 | $ 2,266,639 | ||||
Inventory | 1,382,938 | 1,414,848 | 1,414,848 | 1,093,765 | ||||
Prepaid expenses and other current assets | 90,538 | 436,407 | 436,407 | 307,341 | ||||
Assets, Current | 1,560,018 | 2,598,195 | 2,598,195 | 3,667,745 | ||||
Long-term assets: | ||||||||
Property and equipment, net | 728 | 2,044 | 2,044 | 5,240 | ||||
Other assets | 3,500 | 3,500 | 3,500 | 3,500 | ||||
Total long-term assets | 4,228 | 5,544 | 5,544 | 8,740 | ||||
Total assets | 1,564,246 | 2,603,739 | 2,603,739 | 3,676,485 | ||||
Current liabilities: | ||||||||
Accounts payable | 2,471,162 | 1,328,000 | 1,328,000 | 408,083 | ||||
Accrued expenses and other liabilities | 200,522 | 318,505 | 318,505 | 319,464 | ||||
Current portion of Series 1 convertible notes | 550,000 | 0 | ||||||
Current portion of accrued interest | 820,509 | 127,781 | 127,781 | 0 | ||||
Current portion of derivative liability | 0 | 748,275 | 748,275 | 1,000,000 | ||||
Total current liabilities | 9,579,274 | 3,320,494 | 3,320,494 | 1,727,547 | ||||
Long-term liabilities: | ||||||||
Senior secured convertible notes, net of discount and issuance costs | 0 | |||||||
Accrued interest | 0 | 204,575 | 204,575 | 167,137 | ||||
Derivative liability | 0 | 459,200 | 459,200 | 1,207,475 | ||||
Total long-term liabilities | 0 | 3,476,048 | 3,476,048 | 2,974,612 | ||||
Total liabilities | 9,579,274 | 6,796,542 | 6,796,542 | 4,702,159 | ||||
Commitments and Contingencies | ||||||||
Stockholders’ equity (deficit): | ||||||||
Common stock, $0.001 par value, 800,000,000 shares authorized as of September 30, 2022 and 2021, 249,886,370 and 237,169,770 shares issued as of September 30, 2022 and 2021, and 249,936,370 and 236,719,770 outstanding as of September 30, 2022 and 2021 | 161 | 157 | 156 | 148 | ||||
Additional paid-in capital | 51,583,224 | 50,879,813 | 50,879,814 | 48,771,097 | ||||
Accumulated deficit | (59,598,413) | (55,072,773) | (55,072,773) | (49,796,919) | ||||
Total stockholders’ deficit | (8,015,028) | $ (6,386,088) | (4,192,803) | (4,192,803) | $ (4,015,499) | $ (3,059,424) | (1,025,674) | $ (1,500,491) |
Total liabilities and stockholders’ deficit | 1,564,246 | 2,603,739 | 2,603,739 | 3,676,485 | ||||
Insurance Premium Financing [Member] | ||||||||
Current liabilities: | ||||||||
Insurance premium financing | 0 | 247,933 | 247,933 | $ 248,000 | 0 | |||
Convertible Notes Payable Series One [Member] | ||||||||
Current liabilities: | ||||||||
Current portion of Series 1 convertible notes | 550,000 | 550,000 | ||||||
Long-term liabilities: | ||||||||
Series 1 convertible notes | 0 | 550,000 | ||||||
Convertible Notes Payable Series Two [Member] | ||||||||
Current liabilities: | ||||||||
Current portion of Series 1 convertible notes | 450,000 | |||||||
Long-term liabilities: | ||||||||
Series 1 convertible notes | 0 | 450,000 | 450,000 | $ 1,050,000 | ||||
Senior Secured Convertible Notes [Member] | ||||||||
Current liabilities: | ||||||||
Current portion of Series 1 convertible notes | 2,945,448 | 0 | ||||||
Long-term liabilities: | ||||||||
Senior secured convertible notes, net of discount and issuance costs | $ 0 | $ 1,662,492 | $ 2,362,273 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 12,000,000 | 500,000 | 500,000 | |
Common stock, shares issued (in shares) | 160,657 | 156,179 | 148,232 | |
Common stock, shares issued (in shares) | 160,657 | 156,179 | 148,232 | |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 160,657 | 156,211 | 147,950 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 13,293 | $ 6,261 | $ 36,207 | $ 14,086 | $ 15,652 | $ 11,565 | ||
Operating expenses: | ||||||||
Cost of revenues | 18,529 | 17,140 | 54,882 | 51,363 | 51,489 | 26,282 | ||
Selling, general and administrative expenses | 870,053 | 836,215 | 3,225,753 | 3,308,227 | 4,519,636 | 5,009,323 | ||
Research and development expenses | 139,048 | 159,846 | 471,135 | 922,120 | 1,153,333 | 1,353,084 | ||
Total costs and expenses | 1,027,630 | 1,013,201 | 3,751,770 | 4,281,710 | 5,724,458 | 6,388,689 | ||
Loss from operations | (1,014,337) | (1,006,940) | (3,715,563) | (4,267,624) | (5,708,806) | (6,377,124) | ||
Other (expense) income: | ||||||||
Interest expense | (808,770) | (39,890) | (1,968,274) | (119,671) | (567,048) | (150,531) | ||
Gain on forgiveness of loan | 0 | 178,229 | ||||||
Decrease to fair value of derivative | 0 | 0 | $ 0 | $ 1,000,000 | 0 | 1,000,000 | 1,000,000 | 108,944 |
Total other income | (808,770) | (39,890) | (810,077) | 880,329 | 432,952 | 136,642 | ||
Net loss | $ (1,823,107) | $ (1,046,830) | $ (4,525,640) | $ (3,387,295) | $ (4,525,640) | $ (3,387,295) | $ (5,275,854) | $ (6,240,482) |
Loss per share - basic and diluted | ||||||||
Net loss per common share - basic and diluted (in dollars per share) | $ (11.39) | $ (7.07) | $ (28.61) | $ (22.88) | $ (35.18) | $ (45.38) | ||
Weighted common shares - basic and diluted (in shares) | 159,996 | 148,092 | 158,168 | 148,033 | 149,947 | 137,501 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at September 30, 2021 (in shares) at Sep. 30, 2020 | 120,653 | |||
Balance at September 30, 2021 at Sep. 30, 2020 | $ 121 | $ 42,055,825 | $ (43,556,437) | $ (1,500,491) |
Net loss | $ 0 | 0 | (6,240,482) | (6,240,482) |
Issuance of common stock and warrants, net of financing costs (in shares) | 26,953 | |||
Issuance of common stock and warrants, net of financing costs | $ 27 | 6,219,206 | 0 | 6,219,233 |
Vesting of restricted stock issued (in shares) | 344 | |||
Vesting of restricted stock issued | $ 0 | 0 | 0 | |
Stock-based compensation expense | 496,066 | 0 | 496,066 | |
Balance at September 30, 2022 (in shares) at Sep. 30, 2021 | 147,950 | |||
Balance at September 30, 2022 at Sep. 30, 2021 | $ 148 | 48,771,097 | (49,796,919) | (1,025,674) |
Net loss | $ 0 | 0 | (3,387,295) | (3,387,295) |
Vesting of restricted stock issued (in shares) | 172 | |||
Vesting of restricted stock issued | $ 0 | 0 | 0 | 0 |
Stock-based compensation expense | $ 0 | 397,470 | 0 | 397,470 |
Balance at September 30, 2022 (in shares) at Jun. 30, 2022 | 148,122 | |||
Balance at September 30, 2022 at Jun. 30, 2022 | $ 148 | 49,168,567 | (53,184,214) | (4,015,499) |
Balance at September 30, 2021 (in shares) at Sep. 30, 2021 | 147,950 | |||
Balance at September 30, 2021 at Sep. 30, 2021 | $ 148 | 48,771,097 | (49,796,919) | (1,025,674) |
Net loss | $ 0 | 0 | (5,275,854) | (5,275,854) |
Issuance of common stock and warrants, net of financing costs (in shares) | 7,979 | |||
Issuance of common stock and warrants, net of financing costs | $ 8 | 1,609,133 | 0 | 1,609,141 |
Vesting of restricted stock issued (in shares) | 250 | |||
Vesting of restricted stock issued | $ 0 | 0 | 0 | 0 |
Stock-based compensation expense | 499,584 | 0 | 499,584 | |
Balance at September 30, 2022 (in shares) at Sep. 30, 2022 | 156,179 | |||
Balance at September 30, 2022 at Sep. 30, 2022 | $ 156 | 50,879,814 | (55,072,773) | (4,192,803) |
Balance at September 30, 2021 (in shares) at Mar. 31, 2022 | 148,075 | |||
Balance at September 30, 2021 at Mar. 31, 2022 | $ 148 | 49,077,812 | (52,137,384) | (3,059,424) |
Net loss | (1,046,830) | (1,046,830) | ||
Vesting of restricted stock issued (in shares) | 47 | |||
Vesting of restricted stock issued | $ 0 | 0 | 0 | 0 |
Stock-based compensation expense | 90,755 | 90,755 | ||
Balance at September 30, 2022 (in shares) at Jun. 30, 2022 | 148,122 | |||
Balance at September 30, 2022 at Jun. 30, 2022 | $ 148 | 49,168,567 | (53,184,214) | (4,015,499) |
Balance at September 30, 2021 (in shares) at Sep. 30, 2022 | 156,179 | |||
Balance at September 30, 2021 at Sep. 30, 2022 | $ 156 | 50,879,814 | (55,072,773) | (4,192,803) |
Net loss | $ 0 | 0 | (4,525,640) | (4,525,640) |
Issuance of common stock and warrants, net of financing costs (in shares) | 2,526 | |||
Issuance of common stock and warrants, net of financing costs | $ 3 | 440,325 | 0 | 440,328 |
Vesting of restricted stock issued (in shares) | 31 | |||
Vesting of restricted stock issued | $ 0 | 0 | 0 | 0 |
Stock-based compensation expense | $ 0 | 213,809 | 0 | 213,809 |
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | 51,583,224 | (59,598,413) | (8,015,028) |
Balance at September 30, 2021 at Dec. 31, 2022 | (4,192,803) | |||
Net loss | (4,525,640) | |||
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | 51,583,224 | (59,598,413) | (8,015,028) |
Balance at September 30, 2021 (in shares) at Mar. 31, 2023 | 159,331 | |||
Balance at September 30, 2021 at Mar. 31, 2023 | $ 159 | 51,389,059 | (57,775,306) | (6,386,088) |
Net loss | (1,823,107) | (1,823,107) | ||
Issuance of common stock and warrants, net of financing costs (in shares) | 1,326 | |||
Issuance of common stock and warrants, net of financing costs | $ 2 | 152,906 | 0 | 152,908 |
Stock-based compensation expense | 41,259 | 0 | 41,259 | |
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | $ 51,583,224 | $ (59,598,413) | $ (8,015,028) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (5,275,854) | $ (6,240,482) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 3,196 | 2,587 |
Stock-based compensation | 499,583 | 496,066 |
Decrease to fair value of derivative | (1,000,000) | (108,944) |
Inventory obsolescence charge | 248,073 | 181,988 |
Accretion of discount and debt issuance costs on 2022 Notes | 302,049 | 0 |
Gain on forgiveness of loan | 0 | (178,229) |
Changes in operating assets and liabilities: | ||
Inventory | (569,156) | (307,760) |
Prepaid expenses and other current assets | 225,124 | (91,668) |
Accounts payable | 846,869 | 66,033 |
Accrued interest | 265,000 | 151,285 |
Accrued expenses and other liabilities | (959) | 70,496 |
Net cash used in operating activities | (4,456,075) | (5,958,628) |
Cash flows from investing activities: | ||
Purchases of property and equipment | 0 | (3,275) |
Net cash used in investing activities | 0 | (3,275) |
Cash flows from financing activities: | ||
Repayment of insurance premium financing | (106,257) | 0 |
Proceeds received from convertible notes | 0 | 1,050,000 |
Proceeds received from senior secured convertible notes | 3,525,000 | 0 |
Proceeds from issued common stock and warrants, net of financing costs | 0 | 6,219,233 |
Payment of 2022 Financing debt issuance costs | (482,367) | 0 |
Net cash provided by financing activities | 2,936,376 | 7,269,233 |
Net (decrease) increase in cash | (1,519,699) | 1,307,330 |
Cash, beginning of year | 2,266,639 | 959,309 |
Cash, end of year | 746,940 | 2,266,639 |
Non-cash financing activities: | ||
Financing of insurance premium | 354,190 | 0 |
Issuance of restricted stock | 8,959 | 0 |
Exchange of Series 2 Convertible Notes into Senior Secured Notes (See Note 10) | 699,781 | 0 |
Issuance of restricted stock in consideration for services performed | 30,840 | 103,750 |
Unpaid issuance costs in accounts Payable | 73,048 | $ 0 |
Inducement Shares 2022 [Member] | ||
Non-cash financing activities: | ||
Fair value of 2022 Inducement Shares issued (see Note 10) | 314,523 | |
Warrant 2022 [Member] | ||
Non-cash financing activities: | ||
Fair value of 2022 Warrants issued (see Note 10) | 1,470,133 | |
Placement Agent Warrants [Member] | ||
Non-cash financing activities: | ||
Fair value of 2022 Warrants issued (see Note 10) | $ 219,894 |
Consolidated Balance Sheets_2
Consolidated Balance Sheets - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 86,542 | $ 746,940 |
Inventory | 1,382,938 | 1,414,848 |
Prepaid expenses and other current assets | 90,538 | 436,407 |
Assets, Current | 1,560,018 | 2,598,195 |
Long-term assets: | ||
Property and equipment, net | 728 | 2,044 |
Other assets | 3,500 | 3,500 |
Total long-term assets | 4,228 | 5,544 |
Total assets | 1,564,246 | 2,603,739 |
Current liabilities: | ||
Accounts payable | 2,471,162 | 1,328,000 |
Shareholder advances | 50,000 | 0 |
Shareholder and Third-Party Advances related to Bridge Financing | 690,015 | 0 |
Accrued expenses and other liabilities | 200,522 | 318,505 |
Current portion of accrued interest | 820,509 | 127,781 |
Current portion of derivative liability | 0 | 748,275 |
Total current liabilities | 9,579,274 | 3,320,494 |
Long-term liabilities: | ||
Accrued interest | 0 | 204,575 |
Derivative liability | 0 | 459,200 |
Total long-term liabilities | 0 | 3,476,048 |
Total liabilities | 9,579,274 | 6,796,542 |
Stockholders’ equity (deficit): | ||
Common stock, $0.001 par value, 800,000,000 shares authorized as of September 30, 2022 and 2021, 249,886,370 and 237,169,770 shares issued as of September 30, 2022 and 2021, and 249,936,370 and 236,719,770 outstanding as of September 30, 2022 and 2021 | 161 | 157 |
Additional paid-in capital | 51,583,224 | 50,879,813 |
Accumulated deficit | (59,598,413) | (55,072,773) |
Total stockholders’ deficit | (8,015,028) | (4,192,803) |
Total liabilities and stockholders’ deficit | 1,564,246 | 2,603,739 |
Insurance Premium Financing [Member] | ||
Current liabilities: | ||
Insurance premium financing | 0 | 247,933 |
Convertible Notes Payable Series One [Member] | ||
Current liabilities: | ||
Current portion of Series 1 convertible notes | 550,000 | 550,000 |
Convertible Notes Payable Series Two [Member] | ||
Current liabilities: | ||
Current portion of Series 1 convertible notes | 450,000 | |
Long-term liabilities: | ||
Series 1 convertible notes | 0 | 450,000 |
Unsecured Convertible Notes [Member] | ||
Current liabilities: | ||
Current portion of Series 1 convertible notes | 1,401,618 | 0 |
Long-term liabilities: | ||
Senior secured convertible notes, net of discount and issuance costs | 0 | 699,781 |
Senior Secured Convertible Notes [Member] | ||
Current liabilities: | ||
Current portion of Series 1 convertible notes | 2,945,448 | 0 |
Long-term liabilities: | ||
Senior secured convertible notes, net of discount and issuance costs | $ 0 | $ 1,662,492 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 12,000,000 | 500,000 | 500,000 | |
Common stock, shares issued (in shares) | 160,657 | 156,179 | 148,232 | |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 160,657 | 156,211 | 147,950 | |
Adjusted [Member] | ||||
Common Stock, Shares Authorized (in shares) | 500,000 | |||
Common stock, shares issued (in shares) | 156,592 | |||
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 156,179 |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 13,293 | $ 6,261 | $ 36,207 | $ 14,086 | $ 15,652 | $ 11,565 | ||
Operating expenses: | ||||||||
Cost of revenues | 18,529 | 17,140 | 54,882 | 51,363 | 51,489 | 26,282 | ||
Selling, general and administrative expenses | 870,053 | 836,215 | 3,225,753 | 3,308,227 | 4,519,636 | 5,009,323 | ||
Research and development expenses | 139,048 | 159,846 | 471,135 | 922,120 | 1,153,333 | 1,353,084 | ||
Total costs and expenses | 1,027,630 | 1,013,201 | 3,751,770 | 4,281,710 | 5,724,458 | 6,388,689 | ||
Loss from operations | (1,014,337) | (1,006,940) | (3,715,563) | (4,267,624) | (5,708,806) | (6,377,124) | ||
Other (expense) income: | ||||||||
Interest expense | (808,770) | (39,890) | (1,968,274) | (119,671) | (567,048) | (150,531) | ||
Gain on extinguishment of derivative liabilities | 0 | 0 | $ 1,158,197 | $ 0 | 1,158,197 | 0 | ||
Decrease to fair value of derivative | 0 | 0 | 0 | 1,000,000 | 0 | 1,000,000 | 1,000,000 | 108,944 |
Total other income | (808,770) | (39,890) | (810,077) | 880,329 | 432,952 | 136,642 | ||
Net loss | $ (1,823,107) | $ (1,046,830) | $ (4,525,640) | $ (3,387,295) | $ (4,525,640) | $ (3,387,295) | $ (5,275,854) | $ (6,240,482) |
Loss per share - basic and diluted | ||||||||
Net loss per common share - basic and diluted (in dollars per share) | $ (11.39) | $ (7.07) | $ (28.61) | $ (22.88) | $ (35.18) | $ (45.38) | ||
Weighted common shares - basic and diluted (in shares) | 159,996 | 148,092 | 158,168 | 148,033 | 149,947 | 137,501 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] Adjusted [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] Adjusted [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at September 30, 2021 (in shares) at Sep. 30, 2020 | 120,653 | |||||
Balance at September 30, 2021 at Sep. 30, 2020 | $ 121 | $ 42,055,825 | $ (43,556,437) | $ (1,500,491) | ||
Net loss | $ 0 | 0 | (6,240,482) | (6,240,482) | ||
Stock-based compensation expense | 496,066 | 0 | 496,066 | |||
Issuance of common stock and warrants, net of financing costs (in shares) | 26,953 | |||||
Issuance of common stock and warrants, net of financing costs | $ 27 | 6,219,206 | 0 | 6,219,233 | ||
Vesting of restricted stock (in shares) | 344 | |||||
Vesting of restricted stock | $ 0 | 0 | 0 | |||
Balance at September 30, 2022 (in shares) at Sep. 30, 2021 | 147,950 | |||||
Balance at September 30, 2022 at Sep. 30, 2021 | $ 148 | 48,771,097 | (49,796,919) | (1,025,674) | ||
Net loss | 0 | 0 | (3,387,295) | (3,387,295) | ||
Stock-based compensation expense | $ 0 | 397,470 | 0 | 397,470 | ||
Vesting of restricted stock (in shares) | 172 | |||||
Vesting of restricted stock | $ 0 | 0 | 0 | 0 | ||
Balance at September 30, 2022 (in shares) at Jun. 30, 2022 | 148,122 | |||||
Balance at September 30, 2022 at Jun. 30, 2022 | $ 148 | 49,168,567 | (53,184,214) | (4,015,499) | ||
Balance at September 30, 2021 (in shares) at Sep. 30, 2021 | 147,950 | |||||
Balance at September 30, 2021 at Sep. 30, 2021 | $ 148 | 48,771,097 | (49,796,919) | (1,025,674) | ||
Net loss | $ 0 | 0 | (5,275,854) | (5,275,854) | ||
Stock-based compensation expense | 499,584 | 0 | 499,584 | |||
Issuance of common stock and warrants, net of financing costs (in shares) | 7,979 | |||||
Issuance of common stock and warrants, net of financing costs | $ 8 | 1,609,133 | 0 | 1,609,141 | ||
Vesting of restricted stock (in shares) | 250 | |||||
Vesting of restricted stock | $ 0 | 0 | 0 | 0 | ||
Balance at September 30, 2022 (in shares) at Sep. 30, 2022 | 156,592 | 156,179 | ||||
Balance at September 30, 2022 at Sep. 30, 2022 | $ 156 | $ 156 | $ 50,879,814 | 50,879,814 | (55,072,773) | (4,192,803) |
Balance at September 30, 2021 (in shares) at Mar. 31, 2022 | 148,075 | |||||
Balance at September 30, 2021 at Mar. 31, 2022 | $ 148 | 49,077,812 | (52,137,384) | (3,059,424) | ||
Net loss | (1,046,830) | (1,046,830) | ||||
Stock-based compensation expense | 90,755 | 90,755 | ||||
Vesting of restricted stock (in shares) | 47 | |||||
Vesting of restricted stock | $ 0 | 0 | 0 | 0 | ||
Balance at September 30, 2022 (in shares) at Jun. 30, 2022 | 148,122 | |||||
Balance at September 30, 2022 at Jun. 30, 2022 | $ 148 | 49,168,567 | (53,184,214) | (4,015,499) | ||
Balance at September 30, 2021 (in shares) at Sep. 30, 2022 | 156,592 | 156,179 | ||||
Balance at September 30, 2021 at Sep. 30, 2022 | $ 156 | $ 156 | $ 50,879,814 | 50,879,814 | (55,072,773) | (4,192,803) |
Net loss | 0 | 0 | (4,525,640) | (4,525,640) | ||
Stock-based compensation expense | $ 0 | 213,809 | 0 | 213,809 | ||
Issuance of common stock and warrants, net of financing costs (in shares) | 2,526 | |||||
Issuance of common stock and warrants, net of financing costs | $ 3 | 440,325 | 0 | $ 440,328 | ||
Exchange of warrants into common stock (in shares) | 1,508 | 0 | ||||
Exchange of warrants into common stock | $ 1 | 49,277 | $ 49,278 | |||
Vesting of restricted stock (in shares) | 31 | |||||
Vesting of restricted stock | $ 0 | 0 | 0 | 0 | ||
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | 51,583,224 | (59,598,413) | (8,015,028) | ||
Balance at September 30, 2021 at Dec. 31, 2022 | (4,192,803) | |||||
Net loss | (4,525,640) | |||||
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | 51,583,224 | (59,598,413) | (8,015,028) | ||
Balance at September 30, 2021 (in shares) at Mar. 31, 2023 | 159,331 | |||||
Balance at September 30, 2021 at Mar. 31, 2023 | $ 159 | 51,389,059 | (57,775,306) | (6,386,088) | ||
Net loss | (1,823,107) | (1,823,107) | ||||
Stock-based compensation expense | 41,259 | 0 | 41,259 | |||
Issuance of common stock and warrants, net of financing costs (in shares) | 1,326 | |||||
Issuance of common stock and warrants, net of financing costs | $ 2 | 152,906 | 0 | 152,908 | ||
Exchange of warrants into common stock (in shares) | 0 | |||||
Exchange of warrants into common stock | $ 0 | 0 | 0 | 0 | ||
Balance at September 30, 2022 (in shares) at Jun. 30, 2023 | 160,657 | |||||
Balance at September 30, 2022 at Jun. 30, 2023 | $ 161 | $ 51,583,224 | $ (59,598,413) | $ (8,015,028) |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (4,525,640) | $ (3,387,295) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 1,316 | 2,397 |
Stock-based compensation | 213,809 | 397,470 |
Decrease to fair value of derivative | 0 | (1,000,000) |
Gain on extinguishment of derivative liabilities | 1,158,197 | 0 |
Accretion of discount and debt issuance costs on 2022 Notes | 1,480,121 | 0 |
Inventory obsolescence charge | 0 | 248,073 |
Changes in operating assets and liabilities: | ||
Inventory | 31,910 | (582,572) |
Prepaid expenses and other current assets | 345,869 | 223,854 |
Accounts payable | 1,143,162 | 1,288,130 |
Accrued interest | 488,153 | 119,671 |
Accrued expenses and other liabilities | (167,983) | (96,370) |
Net cash used in operating activities | (2,147,480) | (2,786,642) |
Cash flows from financing activities: | ||
Repayment of insurance premium financing | (247,933) | 0 |
Proceeds from shareholder advances | 1,228,015 | 575,000 |
Proceeds from issued common stock and warrants, net of financing costs | 507,000 | 0 |
Net cash provided by financing activities | 1,487,082 | 575,000 |
Net (decrease) increase in cash | (660,398) | (2,211,642) |
Cash, beginning of year | 746,940 | 2,266,639 |
Cash, end of year | 86,542 | 54,997 |
Non-cash financing activities: | ||
Exchange of Series G and Series H warrants for common stock | 49,278 | 0 |
Issuance of restricted stock | 3,019 | 29,831 |
Conversion of Shareholder Advance Into Unsecured Convertible Note [Member] | ||
Non-cash financing activities: | ||
Conversion of shareholder advance into unsecured convertible note | 488,000 | 0 |
Second Warrants [Member] | ||
Non-cash financing activities: | ||
Fair value of warrants issued - second close | 256,439 | 0 |
Fair value of 2022 Inducement Shares issued (see Note 10) | 25,840 | 0 |
Placement Agent Warrants [Member] | ||
Non-cash financing activities: | ||
Fair value of warrants issued - second close | 28,093 | 0 |
Third Warrants [Member] | ||
Non-cash financing activities: | ||
Fair value of warrants issued - second close | 137,252 | 0 |
Fair value of 2022 Inducement Shares issued (see Note 10) | $ 15,656 | $ 0 |
Note 1 - Description of Busines
Note 1 - Description of Business | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Business Description and Basis of Presentation [Text Block] | 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS Organization and Description of Business Arch Therapeutics, Inc. (together with its subsidiary, the “ Company Arch Merger ABS Merger Sub ABS was incorporated under the laws of the Commonwealth of Massachusetts on March 6, 2006, as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. In the first quarter of 2021, the Company commenced commercial sales of our first product, AC5® Advanced Wound System, and has devoted substantially all of the Company’s operational effort to the research, development and regulatory programs necessary to turn the Company’s core technology into commercial products. To date, the Company has principally raised capital through the issuance of convertible debt, and the issuance of units consisting of its common stock, $0.001 par value per share (“ Common Stock warrants The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. Reverse Stock Split On July 18, 2023, the board of directors of the Company (the “Board”) adopted resolutions by unanimous written consent, pursuant to which the Board determined that it is advisable and in the best interests of the Company to amend the Articles of Incorporation of the Company (the “Amendment”) to provide for a reverse stock split of the outstanding Common Stock, at a ratio within a range of 1-for-1.5 to 1-for-20, with the exact ratio to be determined by the Board subsequent to the applicable approval by the Company’s stockholders, within 1 year following the date of such approval, and without correspondingly decreasing the number of authorized shares of Common Stock (the “ Reverse Split No fractional shares will be issued in connection with the Reverse Split. We will round up any fractional shares resulting from the Reverse Split to the nearest whole share. All share and per share information in this prospectus has been adjusted to give effect to the Reverse Split. | 1. DESCRIPTION OF BUSINESS Arch Therapeutics, Inc. (together with its subsidiary, the “ Company Arch Merger ABS Merger Sub ABS was incorporated under the laws of the Commonwealth of Massachusetts on March 6, 2006, as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. In the first quarter of 2021, the Company commenced commercial sales of our first product, AC5® Advanced Wound System, and has devoted substantially all of the Company’s operational effort to the research, development and regulatory programs necessary to turn the Company’s core technology into commercial products. To date, the Company has principally raised capital through the issuance of convertible debt, and the issuance of units consisting of its common stock, $0.001 par value per share (“ Common Stock warrants The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. Reverse Stock Split On July 18, 2023, the board of directors of the Company (the “Board”) adopted resolutions by unanimous written consent, pursuant to which the Board determined that it is advisable and in the best interests of the Company to amend the Articles of Incorporation of the Company (the “Amendment”) to provide for a reverse stock split of the outstanding Common Stock, at a ratio within a range of 1-for-1.5 to 1-for-20, with the exact ratio to be determined by the Board subsequent to the applicable approval by the Company’s stockholders, within 1 year following the date of such approval, and without correspondingly decreasing the number of authorized shares of Common Stock (the “ Reverse Split No fractional shares will be issued in connection with the Reverse Split. We will round up any fractional shares resulting from the Reverse Split to the nearest whole share. All share and per share information in this prospectus has been adjusted to give effect to the Reverse Split. |
Note 2 - Summary Of Significant
Note 2 - Summary Of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Although the Company believes that the disclosures in these unaudited interim consolidated financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (“ SEC Annual Report For a complete summary of the Company’s significant accounting policies, please refer to Note 2 included in Item 8 of the Company’s Annual Report. There have been no material changes to the Company’s significant accounting policies during the nine months ended June 30, 2023. Basis of Presentation The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. On January 6, 2023, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 1:200 Reverse Share Split Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and September 30, 2022. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises expenditures incurred in acquiring the inventories, the cost of conversion and other costs incurred in bringing them to their existing location and condition. The cost of raw materials, goods-in-process and finished goods are determined on a First in First out (FiFo) basis. When determining net realizable value, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with the Financial Accounting Standards Board (“ FASB ASC Property, Plant and Equipment Leases The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s lease does not provide an implicit interest rate, the Company used an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes In accordance with FASB ASC Topic 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. Revenue In accordance with FASB ASC Topic 606, Revenue Recognition The Company’s source of revenue is product sales. Contracts with customers contain a single performance obligation and the Company recognizes revenue from product sales when the Company has satisfied our performance obligation by transferring control of the product to the customers. Control of the product transfers to the customer upon shipment from the Company’s third-party warehouse. In circumstances where the transaction price is not able to be determined at the time of shipment, the Company does not recognize revenue or any receivable amount until such time that the final transaction price is established. Cost of Revenue Cost of revenue includes product costs, warehousing, overhead allocation and royalty expense. Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation ASC 718 Black-Scholes Model The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the Common Stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life for awards uses the simplified method for all “plain vanilla” options, as defined in ASC 718-10-S99, and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the Company’s awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures At June 30, 2023 and September 30, 2022, the carrying amounts of cash, accounts payables and accrued expense and other liabilities approximate fair value because of their short-term nature. The carrying amounts for the Series Convertible Notes (See Note 12), 2022 Notes (see Note 11), and Second Notes (see Note 11), and Third Notes (see Note 11) approximate fair value because borrowing rates and terms are similar to comparable market participants. Derivative Liabilities The Company accounts for its warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with FASB ASC Topic 815, Derivatives and Hedging ASC 815 Complex Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Financial Statement Reclassification Certain balances in the prior year consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current period consolidated financial statements. During the nine-month period ended June 30, 2023, the Company reclassified the carrying amount of Exchanged Notes of $699,781 (see Note 12) that were previously included in the 2022 Notes payable to Unsecured convertible notes. Subsequent Events The Company evaluated all events or transactions through August 11, 2023, the date which these consolidated financial statements were issued. See note 15 for matters deemed to be subsequent events. Going Concern Basis of Accounting As reflected in the consolidated financial statements, the Company has an accumulated deficit as of June 30, 2023, has suffered significant net losses and negative cash flows from operations, only recently commenced generating limited operating revenues, and has limited working capital. The continuation of the Company’s business as a going concern is dependent upon raising additional capital, the ability to successfully market and sell its product and eventually attaining and maintaining profitable operations. In particular, as of June 30, 2023, the Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations, and therefore there is substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenses into the foreseeable future for the research, development and commercialization of its current and potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Finally, some of our product candidates or the materials contained therein (such as the Active Pharmaceutical Ingredients for our AC5® product line), are manufactured from facilities in areas impacted by the outbreak of the COVID-19, which could result in shortages due to ongoing efforts to address the outbreak. Historically, the Company has principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. Provisions in the Securities Purchase Agreements that the Company entered into on July 6, 2022 (“ 2022 SPA The 2023 SPA contains certain restrictions on our ability to conduct subsequent sales of any future securities (See Note 15). The continued spread of COVID-19 and uncertain market conditions may also limit the Company’s ability to access capital. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned activities. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Basis of Presentation The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. On January 6, 2023, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 200:1, effective January 17, 2023 (the “ Reverse Share Split Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued and Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, “ Debt with Conversion and other Derivatives and Hedging-Contracts in Entity s Own Equity (Subtopic 815-40) ASU 2020-06 . GAAP Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and 2021. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises expenditures incurred in acquiring the inventories, the cost of conversion and other costs incurred in bringing them to their existing location and condition. The cost of raw materials, goods-in-process and finished goods are determined on a First in First out (FiFo) basis. When determining net realizable value, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with FASB ASC Topic 360, Property, Plant and Equipment Leases The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use (“ ROU Income Taxes In accordance with FASB ASC Topic 740, Income Taxes ASC 740 The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. Revenue In accordance with FASB ASC Topic 606, Revenue Recognition The Company’s source of revenue is product sales. Contracts with customers contain a single performance obligation and the Company recognizes revenue from product sales when the Company has satisfied our performance obligation by transferring control of the product to the customers. Control of the product transfers to the customer upon shipment from the Company’s third-party warehouse. The Company launched a reimbursement support program in September 2022. Under the terms of the program, the invoice amount may be adjusted through full or partial write-offs based on actual reimbursement amounts paid by for Medicare and Medicaid Services (“CMS”) for AC5 units applied and billed by doctors. As such, revenue, if any, for the units shipped in connection with the Company’s reimbursement support program will be booked in future periods when all conditions have been satisfied. Cost of Revenues Cost of revenues includes product costs, warehousing, overhead allocation and royalty expenses. Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation ASC 718 The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life for awards uses the simplified method for all “plain vanilla” options, as defined in ASC 718-10-S99, and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures At September 30, 2022 and 2021, the carrying amounts of cash, accounts payables and accrued expenses and other liabilities approximate fair value because of their short-term nature. The carrying amounts for the Convertible Notes (See Notes 11 and 12) approximate fair value because borrowing rates and the terms are similar to comparable market participants. The carrying amounts of the Derivative Liabilities (See Note 7) are valued using Level 3 inputs and are recognized in the consolidated financial statements at fair value. Derivative Liabilities The Company accounts for its warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with FASB ASC Topic 815, Derivatives and Hedging ASC 815 . Complex Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Financial Statement Reclassification Certain balances in the prior year consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current year consolidated financial statements. These reclassifications had no effect on the reported results of operations or financial position. Subsequent Events The Company evaluated all events or transactions through December 28, 2022, the date which these consolidated financial statements were issued. Please note the following matters deemed to be subsequent events. CMS HCPCS Code Status On December 5, 2022, the Company announced that the Centers for Medicare and Medicaid Services (“CMS”) made a preliminary recommendation to establish a dedicated Healthcare Common Procedure Coding System (“HCPCS”) Level II billing code specific to AC5® Advanced Wound System (“AC5”). The preliminary recommendation was discussed at CMS’ First Biannual 2022 HCPCS Public Meeting, which was held on November 30, 2022. The HCPCS code would better enable providers to bill third party payors for AC5® Advanced Wound System that is used in doctors’ offices. Although the establishment of a dedicated HCPCS code does not guarantee coverage or reimbursement, a HCPCS code specific to AC5® Advanced Wound System would also enhance the Company’s ability to work directly with payors and expand access in outpatient settings. Going Concern Basis of Accounting As reflected in the consolidated financial statements, the Company has an accumulated deficit as of September 30, 2022, has suffered significant net losses and negative cash flows from operations, only recently commenced generating limited operating revenues, and has limited working capital. The continuation of the Company’s business as a going concern is dependent upon raising additional capital, the ability to successfully market and sell its product and eventually attaining and maintaining profitable operations. In particular, as of September 30, 2022, the Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations, and therefore there is substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenses into the foreseeable future for the research, development and commercialization of its current and potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Finally, some of our product candidates or the materials contained therein (such as the Active Pharmaceutical Ingredients for our AC5® product line), are manufactured from facilities in areas impacted by the outbreak of the COVID-19, which could result in shortages due to ongoing efforts to address the outbreak. Historically, the Company has principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. Provisions in the Securities Purchase Agreements that the Company entered into on June 28, 2018 (“ 2018 SPA 2022 SPA The 2021 SPA contains certain restrictions on our ability to conduct subsequent sales of our equity securities (See Note 9). The continued spread of COVID-19 and uncertain market conditions may also limit the Company’s ability to access capital. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned activities. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. |
Note 3 - Property and Equipment
Note 3 - Property and Equipment | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Property, Plant and Equipment Disclosure [Text Block] | 3. PROPERTY AND EQUIPMENT At June 30, 2023 and September 30, 2022, property and equipment consisted of: Estimated Useful Life (in years) June 30, September 30, 2022 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 33,028 31,712 Property and equipment, net $ 728 $ 2,044 For the three months ended June 30, 2023 and 2022, depreciation expense recorded was $273 and $799, respectively. For the nine months ended June 30, 2023 and 2022, depreciation expense recorded was $1,316 and $2,397, respectively. | 3. PROPERTY AND EQUIPMENT At September 30, 2022 and 2021, property and equipment consisted of: Estimated Useful Life (in years) September 30, 2022 September 30, 2021 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 31,712 28,516 Property and equipment, net $ 2,044 $ 5,240 For the years ended September 30, 2022 and 2021 depreciation expense recorded was $3,196 and $2,587, respectively. |
Note 4 - Inventories
Note 4 - Inventories | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Inventory Disclosure [Text Block] | 4 INVENTORIES Inventories consist of the following: June 30, September 30, 2023 2022 Finished Goods $ 56,828 $ 9,063 Goods-in-process 1,326,110 1,405,785 Total $ 1,382,938 $ 1,414,848 The Company capitalizes inventory that has been produced for commercial sale and has been determined to have a probable future economic benefit. The determination of whether or not the inventory has a future economic benefit requires estimates by management. To the extent that inventory is expected to expire prior to being sold or used for research and development or used for samples, the Company will write down the value of inventory. In evaluating the net realizable value of the inventory, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. | 4 INVENTORIES Inventories consist of the following: September 30, September 30, 2022 2021 Finished Goods $ 9,063 $ 249,571 Goods-in-process 1,405,785 844,194 Total $ 1,414,848 $ 1,093,765 The Company capitalizes inventory that has been produced for commercial sale and has been determined to have a probable future economic benefit. The determination of whether or not the inventory has a future economic benefit requires estimates by management, to the extent that inventory is expected to expire prior to being sold or used for research and development or used for samples, the Company will write down the value of inventory. In evaluating the net realizable value of the inventory, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. |
Note 5 - Insurance Premium Fina
Note 5 - Insurance Premium Financing | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Insurance Premium Financing [Member] | ||
Notes to Financial Statements | ||
Short-Term Debt [Text Block] | 5. INSURANCE PREMIUM FINANCING In July 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed was approximately $354,000 and incurred interest at a rate of 2.99%. The Company made monthly payments of approximately $35,000 through April 2023. The outstanding balance as of June 30, 2023 and September 30, 2022 was approximately $0 and $248,000, respectively. As of June 30, 2023, the Company had not entered into a new finance agreement with First Insurance Funding, or any other similar provider. | 5. INSURANCE PREMIUM FINANCING In July 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is approximately $354,000 and incurs interest at a rate of 2.99%. The Company is required to make monthly payments of approximately $35,000 through April 2023. The outstanding balance as of September 30, 2022 was approximately $ 248,000 |
Note 6 - Registered Direct Offe
Note 6 - Registered Direct Offerings | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Stockholders' Equity Note, Direct Offerings [Text Block] | 6. REGISTERED DIRECT OFFERINGS On September 30, 2016, the Company filed a registration statement with the SEC utilizing a “shelf” registration process, which was subsequently declared effective by the SEC on October 20, 2016 (such registration statement, the “ Shelf Registration Statement On February 20, 2017, the Company entered into a Securities Purchase Agreement (the “2017 SPA”) with six accredited investors (collectively, the "2017 Investors”) providing for the issuance and sale by the Company to the 2017 Investors of an aggregate of 6,355 units at a purchase price of $960.00 per unit in a registered offering (the “2017 Financing”). The securities comprising the units sold in the 2017 Financing were issued under the Shelf Registration Statement, and consisted of a share of Common Stock, a warrant equal to 55% of the shares of Common Stock at an exercise price of $1,200.00 per share (“Series F Warrant”) at any time prior to the fifth anniversary of the issuance date of the Series F Warrant subject to certain restrictions on exercise (the "2017“ Warrants”) and the shares issuable upon exercise of the 2017 Warrants (the "2017 Warrant Shares”). On June 28, 2018, the Company entered into a Securities Purchase Agreement (“2018 SPA”) with eight Series G Warrant 2018 Warrants On May 12, 2019, the Company entered into a Securities Purchase Agreement (“ 2019 SPA five 2019 Investors 2019 Financing Series H Warrant 2019 Warrants 2019 2019 Warrant Shares During the years ended September 30, 2022 and 2021, no Series F, Series G or Series H Warrants had been exercised. As of September 30, 2022, up to 4,252 and 5,385 shares may be acquired upon the exercise of the Series G and Series H Warrants, respectively. During the year ended September 30, 2022, all 3,495 remaining Series F Warrants expired. |
Note 7 - Derivative Liabilities
Note 7 - Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Derivatives and Fair Value [Text Block] | 8. Derivative Liabilities The Company accounted for the Series F Warrants, Series G Warrants and the Series H Warrants in accordance with ASC 815-10. Since the Company was required to purchase its Series F Warrants, Series G Warrants and Series H Warrants for an amount of cash equal to $288.00, $176.00 and $85.28, respectively, for each share of Common Stock (the "Minimum Value") they are recorded as liabilities at the greater of the Minimum Value or fair value. They are marked to market each reporting period through the Consolidated Statement of Operations. On the respective closing dates of June 28, 2018 and May 12, 2019, respectively, the derivative liabilities related to the Series G Warrants and Series H Warrants were recorded at an aggregate fair value of $1,628,113. Given that the fair value of the derivative liabilities was less than the net proceeds, the remaining proceeds were allocated to Common Stock and additional paid-in-capital. On March 10, 2023, Arch Therapeutics, Inc. entered into exchange agreements (the “Exchange Agreements”) with each holder (the “Warrantholders”) of the Company’s outstanding Series G Warrants to purchase shares of the Company’s common stock, par value $0.001 per share at an exercise price of $1,120.00 per share and the Company’s outstanding Series H Warrants to purchase shares of Common Stock at an exercise price of $640.00 per share. Pursuant to the Exchange Agreements, the Warrantholders exchanged 4,252 Series G Warrants for 426 shares of Common Stock and 5,385 Series H Warrants for 1,078 shares of Common Stock. During the three and nine months ended June 30, 2023, $0 and $1,158,197, respectively was recorded to gain on extinguishment of derivative liability for the exchange of the Series G warrants and Series H warrants and $49,278 was recorded as part of shareholder’s deficit. During the three and nine months ended June 30, 2022, $0 and $1,000,000, respectively was recorded to decrease the fair value of derivative liability related to the expired Series F warrants. Fair Value Measurements Using Significant Unobservable Inputs Nine Months Ended June 30, 2023 (Level 3) Series G Series H Beginning balance at September 30, 2022 $ 748,275 $ 459,200 Exchange of warrants into common stock (13,948 ) (35,330 ) Extinguishment of derivative liabilities (734,327 ) (423,870 ) Ending balance at June 30, 2023 $ - $ - Fair Value Measurements Using Significant Unobservable Inputs - Nine Months Ended June 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments to estimated fair value - - - Expiration of derivative liability (1,000,000 ) - - Ending balance at June 30, 2022 $ - $ 748,275 $ 459,200 As of March 10, 2023 and September 30, 2022, the derivative liabilities were valued at the greater of their minimum value or by using the Black Scholes Model with the following assumptions. As of March 10, 2023, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 32.80 $ 32.80 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 179.41 % 141.03 % Risk-free interest rate 4.91 % 4.75 % Dividend yield - - Remaining expected term of underlying securities (years) 0.24 1.31 As of September 30, 2022, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 | 7. Derivative Liabilities The Company accounted for the Series F Warrants, Series G Warrants and the Series H Warrants in accordance with ASC 815-10. Since the Company may be required to purchase its Series F Warrants, Series G Warrants and Series H Warrants for an amount of cash equal to $288.00, $176.00 and $85.28, respectively, for each share of Common Stock (“Minimum”) they are recorded as liabilities at the greater of the Minimum or fair value. They are marked to market each reporting period through the Consolidated Statement of Operations. During the year ended September 30, 2022, the Company recognized income of $1,000,000 for the expiration of the Series F Warrants. On the respective closing dates, the derivative liabilities related to the Series G Warrants and Series H Warrants were recorded at an aggregate fair value of $1,628,113. Given that the fair value of the derivative liabilities was less than the net proceeds, the remaining proceeds were allocated to Common Stock and additional-paid-in-capital. For the fiscal year ended September 30, 2021, the Company recorded income of $108,944 in connection with the decrease in the fair value of the derivative liability. Fair Value Measurements Using Significant Unobservable Inputs - Year Ended September 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments for the expiration of warrant (1,000,000 ) - - Ending balance at September 30, 2022 $ - $ 748,275 $ 459,200 Fair Value Measurements Using Significant Unobservable Inputs Year Ended September 30, 2021 (Level 3) Series F Series G Series H Beginning balance at September 30, 2020 $ 1,000,000 $ 748,275 $ 568,144 Issuances - - - Adjustments to estimated fair value - - (108,944 ) Ending balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 The derivative liabilities are recorded as liabilities at September 30, 2022 using the greater of the minimum value or the Black Scholes Model with the following assumptions. As of September 30, 2022, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 During the year ended September 30, 2022, the Series F Warrants expired. The derivative liabilities are recorded as liabilities at September 30, 2021 using the greater of the minimum value or the Black Scholes Model with the following assumptions. As of September 30, 2021, the derivative liabilities are recorded at their minimum value. Series F Series G Series H Closing price per share of Common Stock $ 0.96 $ 0.96 $ 0.96 Exercise price per share $ 1,200.00 $ 1,120.00 $ 640.00 Expected volatility 90.28 % 87.40 % 86.59 % Risk-free interest rate 0.04 % 0.19 % 0.41 % Dividend yield - - - Remaining expected term of underlying securities (years) 0.34 1.70 2.58 |
Note 8 - October 2019 Registere
Note 8 - October 2019 Registered Direct Offering | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Stockholders Equity Note Direct Offering 2019 October [Text Block] | 9. OCTOBER 2019 REGISTERED DIRECT OFFERING On October (the October 2019 SPA ) seven October 2019 Investors October 2019 Financing Series I Warrant October 2019 Warrant Shares five The gross proceeds to the Company from the October 2019 Financing, which were received as of October 18, 2019, were approximately $2.5 million before deducting financing costs of approximately $333,000 which includes approximately $158,000 of placement fees. The number of shares of the Company’s Common Stock into which each of the Series I Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series I Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). The Company engaged H.C. Wainwright as its exclusive institutional investor placement agent (the “ Placement Agent 2019 Engagement Agreement During the three and nine months ended June 30, 2023 and 2022, no Equity Value of Warrants The Company accounted for the Series I Warrants and the Placement Agent Warrants relating to the aforementioned October 2019 Financing in accordance with ASC 815-40. Because the Series I Warrants and the Placement Agent Warrants are indexed to the Company’s Common Stock, they are classified within stockholders’ deficit in the accompanying consolidated financial statements. | 8. OCTOBER 2019 REGISTERED DIRECT OFFERING On October 16, 2019, the Company entered into a Securities Purchase Agreement (the “ October 2019 SPA October 2019 Investors October 2019 Financing one Series I Warrant October 2019 Warrant Shares Placement Agent Warrants five The gross proceeds to the Company from the October 2019 Financing, which were received as of October 18, 2019, were approximately $2.5 million before deducting financing costs of approximately $333,000 which includes approximately $158,000 of placement fees. The number of shares of the Company’s Common Stock into which each of the Series I Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series I Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). The Company engaged H.C. Wainwright as its exclusive institutional investor placement agent (the “ Placement Agent 2019 Engagement Agreement During the year ended September 30, 2022, no Series I Warrants or Placement Agent Warrants have been exercised. As of September 30, 2022, up to 8,929 and 670 shares may be acquired upon the exercise of the Series I Warrants and Placement Agent Warrants, respectively. Common Stock At October 18, 2019 the Closing Date of the October 2019 Financing, the Company issued 8,929 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series I Warrants and the Placement Agent Warrants relating to the aforementioned October 2019 Registered Direct Offering in accordance with ASC 815-40. Because the Series I Warrants and the Placement Agent Warrants are indexed to the Company’s stock, they are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. |
Note 9 - 2021 Registered Direct
Note 9 - 2021 Registered Direct Offering | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Equity [Text Block] | 7. REGISTERED DIRECT OFFERINGS On September 30, 2016, the Company filed a registration statement with the SEC utilizing a “shelf” registration process, which was subsequently declared effective by the SEC on October 20, 2016 (such registration statement, the “ Shelf Registration Statement On February 20, 2017, the Company entered into a Securities Purchase Agreement (the “ 2017 2017 Investors 2017 Financing Series F Warrant 2017 Warrants 2017 Warrant Shares On June 28, 2018, the Company entered into a Securities Purchase Agreement (“ 2018 SPA eight 2018 Investors 2018 Financing Series G Warrant 2018 Warrants 2018 Warrant Shares On May 12, 2019, the Company entered into a Securities Purchase Agreement (“ 2019 SPA five 2019 Investors 2019 Financing Series H Warrant 2019 Warrants 2019 2019 Warrant Shares On March 10, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each holder (the “Warrantholders”) of the Company’s outstanding Series G Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $1,120.00 per share (the “Series G Warrants”) and the Company’s outstanding Series H Warrants to purchase shares of Common Stock at an exercise price of $640.00 per share (the “Series H Warrants” and, together with the Series G Warrants, the “Warrants”). Pursuant to the Exchange Agreements, the Warrantholders exchanged 4,252 Series G Warrants for 426 shares of Common Stock and 5,385 Series H Warrants for 1,078 shares of Common Stock. All 3,495 remaining Series F Warrants expired during the fiscal year ended September 30, 2022. | |
The 2021 Registered Direct Offering [Member] | ||
Notes to Financial Statements | ||
Equity [Text Block] | 10. 2021 REGISTERED DIRECT OFFERING On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “ 2021 SPA 2021 Investors Series K Warrants Warrant Shares 2021 Financing 2021 Engagement Agreement Placement Agent Warrants The 2021 SPA contained certain restrictions on the Company’s ability to conduct subsequent sales of the Company’s equity securities. In particular, we were prohibited from entering into or effecting a Variable Rate Transaction (as defined in the 2021 SPA) until February 11, 2022; provided, however, the Company may enter into and effect an at-the-market offering facility with the Placement Agent. The number of shares of the Company’s Common Stock into which each of the Series K Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series K Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). During the three and nine months ended June 30, 2023, no Common Stock On February 17, 2021, the Closing Date of the 2021 Financing, the Company issued 26,954 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series K Warrants and the Placement Agent 2 Warrants relating to the aforementioned February 2021 Registered Direct Offering in accordance with ASC 815-40, Derivatives and Hedging | 9. 2021 REGISTERED DIRECT OFFERING On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “ 2021 SPA 2021 Investors Series K Warrants Warrant Shares 2021 Financing 2021 Engagement Agreement Placement Agent Warrants The 2021 SPA contained certain restrictions on the Company’s ability to conduct subsequent sales of the Company’s equity securities. In particular, we were prohibited from entering into or effecting a Variable Rate Transaction (as defined in the 2021 SPA) until February 11, 2022; provided, however, the Company may enter into and effect an at-the-market offering facility with the Placement Agent. The number of shares of the Company’s Common Stock into which each of the Series K Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series K Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). During the fiscal year ended September 30, 2022, no Series K Warrants or 2021 Placement Agent Warrants had been exercised. As of September 30, 2022, up to 20,215 and 2,022 shares may be acquired upon the exercise of the Series K Warrants and Placement Agent Warrants, respectively. Common Stock On February 17, 2021 the Closing Date of the 2021 Financing, the Company issued 26,954 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series K Warrants and the Placement Agent 2 Warrants relating to the aforementioned February 2021 Registered Direct Offering in accordance with ASC 815-40, Derivatives and Hedging |
Note 10 - 2022 Convertible Note
Note 10 - 2022 Convertible Note Offering | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes 2022 [Member] | ||
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 11. 2022 CONVERTIBLE NOTE OFFERING, SECOND NOTES OFFERING, AND THIRD NOTES OFFERING On July 7, 2022, the Company announced that it had entered into a Securities Purchase Agreement (the “2022 SPA”) with certain institutional and accredited individual investors (collectively, the “2022 Investors”) providing for the issuance and sale by the Company to the 2022 Investors of (i) Senior Secured Convertible Promissory Notes (each a “2022 Note” and collectively, the “2022 Notes”) in the aggregate principal amount of $4.23 million, which includes an aggregate $0.705 million original issue discount in respect of the 2022 Notes; (ii) warrants (the “2022 Warrants”), to purchase an aggregate of 53,195 shares (the “2022 Warrant Shares”) of Common Stock; and (iii) 7,979 shares of Common Stock (the “2022 Inducement Shares”) equal to 15% of the principal amount of the 2022 Notes divided by the closing price of the Common Stock immediately prior to the Closing Date (as defined below). The 2022 Notes, 2022 Warrants and 2022 Inducement Shares were issued as part of a convertible note offering authorized by the Company’s board of directors (the “2022 Convertible Note Offering”). The aggregate gross proceeds for the sale of the 2022 Notes, 2022 Warrants and 2022 Inducement Shares was approximately $3.5 million, before deducting debt issuance costs of $775,000 consisting of fair value of the placement agent’s warrants of approximately $220,000 and other estimated fees and offering expenses payable by the Company of approximately $555,000. The closing of the sales of these securities under the 2022 SPA occurred on July 6, 2022 (the “2022 Closing Date”). On January 18, 2023, the Company entered into Amendment No. 1 to the 2022 SPA (the “Amendment” and, together with the 2022 SPA, the “Amended 2022 SPA”), with certain Investors in connection with the Second Closing of the 2022 Convertible Note Offering for the issuance and sale by the Company to such Investors of an aggregate of (i) Unsecured Convertible Promissory Notes (each a “Second Note” and collectively, the “Second Notes”) in the aggregate principal amount of $636,000, which includes an aggregate $106,000 original issue discount in respect of the Second Notes; (ii) warrants (the “Second Warrants”) to purchase an aggregate of 15,996 shares (the “Second Warrant Shares”) of Common Stock; and (iii) 1,200 shares of Common Stock (the “Second Inducement Shares”). The aggregate gross proceeds for the sale of the Second Notes, Second Warrants and Second Inducement Shares was approximately $530,000, before deducting the placement agent’s fees and other estimated fees and offering expenses payable by the Company of approximately $15,000. The second closing of the sales of these securities under the Amended 2022 SPA occurred on January 18, 2023 (the “Second Closing Date”). On May 15, 2023, the Company entered into Amendment No. 2 to the 2022 SPA related to the 2022 Convertible Note Offering (the “Second Amendment” and, together with the Amendment and the 2022 SPA, the “Second Amended 2022 SPA”), with an Investor in connection with the third closing of the 2022 Convertible Note Offering for the issuance and sale by the Company to an Investor of an aggregate of (i) Unsecured Convertible Promissory Notes (each a “Third Note” and collectively, the “Third Notes”) in the aggregate principal amount of $702,720, which includes an aggregate $214,720 original issue discount in respect of the Third Notes; (ii) warrants (the “Third Warrants”) to purchase an aggregate of 17,675 shares (the “Third Warrant Shares”) of Common Stock; and (iii) 1,326 shares of Common Stock (the “Third Inducement Shares”). The aggregate gross proceeds for the sale of the Third Notes, Third Warrants and Third Inducement Shares was approximately $488,000, before deducting any estimated fees and offering expenses payable by the Company. The Company did not engage a placement agent in connection with the issuance of the Third Notes, Third Warrants, and Third Inducement Shares. The third closing of the sales of these securities under the Amended SPA occurred on May 15, 2023 (the “Third Closing Date”).The 2022 Notes, the Second Notes and the Third Notes bear interest on the unpaid principal balance at a rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Closing Date until the 2022 Notes, Second Notes and Third Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an event of default under the 2022 Notes, Second Notes and Third Notes. Any amount of principal or interest on the 2022 Notes, the Second Notes and Third Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2022 Notes, the Second Notes and the Third Notes are convertible into shares of Common Stock at the option of each holder of the 2022 Notes, the Second Notes, and the Third Notes from the date of issuance at $73.12 (the “Conversion Price”) through the later of (i) January 6, 2024 (the “Maturity Date”) or (ii) the date of payment of the Default Amount (as defined in the 2022 Notes); provided, however, certain 2022 Notes, Second Notes and Third Notes include a provision preventing such conversion if, as a result, the holder, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than 4.99% or 9.99% of the Common Stock (as applicable, the “Ownership Limitation”) immediately after giving effect to the Conversion; and provided further, the holder, upon notice to us, may increase or decrease the Ownership Limitation; (i) the Ownership Limitation may only be increased to a maximum of 9.99% of the Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The Conversion Price is subject to adjustment as set forth in the 2022 Notes, Second Notes, and Third Notes. The 2022 Notes, Second Notes and Third Notes contain customary events of default, which include, among other things, (i) the Company’s failure to pay when due any principal or interest payment under the 2022 Notes, Second Notes, and Third Notes; (ii) our insolvency; (iii) delisting of the Company’s Common Stock; (iv) the Company’s breach of any material covenant or other material term or condition under the 2022 Notes, Second Notes and/or Third Notes; and (v) the Company’s breach of any representations or warranties under the 2022 Notes, Second Notes and Third Notes which cannot be cured within five (5) days. Further, events of default under the 2022 Notes, Second Notes and Third Notes also include (i) the unavailability of Rule 144 on or after January 6, 2023; (ii) our failure to deliver the shares of Common Stock to the 2022 Notes, Second Notes, and/or Third Notes holder upon exercise by such holder of its conversion rights under the 2022 Notes, Second Notes, and/or Third Notes; (iii) our loss of the “bid” price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) our failure to complete an uplisting of our Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American by August 31, 2023 (as amended) (an “Uplist Transaction”). The 2022 Warrants, Second Warrants and Third Warrants (i) have an exercise price of $79.52 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance; and (iv) have a provision preventing the exercisability of such 2022 Warrants, the Second Warrants and the Third Warrants if, as a result of the exercise of the 2022 Warrants, Second Warrants, and/or Third Warrants , the holder, together with its affiliates and any other persons whose beneficial ownership of our Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than the Ownership Limitation. The holder, upon notice to us, may increase or decrease the Ownership Limitation; provided that (i) the Ownership Limitation may only be increased to a maximum of 9.99% of our Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The number of shares of Common Stock into which each of the 2022 Warrants, Second Warrants, and Third Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the 2022 Warrants, Second Warrants, and Third Warrants, including standard antidilution provisions, and adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In the event of a Fundamental Transaction (as defined in the 2022 Warrants, Second Warrants, and Third Warrants) holders of the 2022 Warrants, Second Warrants, and Third Warrants would be entitled to receive alternate consideration in connection with such Fundamental Transaction, but only to the extent that holders of our Common Stock were entitled to receive the same. Moreover, as long as the 2022 Notes, Second Notes, and Third Notes, and 2022 Warrants, Second Warrants, and Third Warrants remaining outstanding, upon the issuance of any security in connection with any potential future financing activity on terms more favorable than the existing terms, the Company has an obligation to notify the holders of the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, Second Warrants, and Third Warrants of such more favorable terms, and to use best efforts to effect such terms in the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, Second Warrants, and Third Warrants. Finally, because of the Company’s net loss position, the shares underlying the 2022 Notes, Second Notes, and Third Notes on an as converted basis are excluded from the calculation of basic and fully diluted earnings per share. Similarly, because of the Company’s net loss position, there was no impact on the calculation of basic and fully diluted earnings per share related to the classification of the 2022 Warrants, Second Warrants, and Third Warrants as participating securities. The Company retained a placement agent in connection with the private placement of $2.4 million of the 2022 Notes to the institutional investors. The Company paid the 2022 Placement Agent 10% of the gross proceeds received from certain institutional investors, or $240,000 and we also reimbursed the 2022 Placement Agent approximately $58,000 for non-accountable banking fees, legal fees and other expenses. In addition, we issued 2022 Placement Agent Warrants to purchase an aggregate of 3,939 shares of Common Stock. An additional $1.1 million was raised in connection with the placement of the private placement notes, which included certain accredited investors some of which were Board members and executive officers of the Company. Board member, Laurence Hicks, and executive officers, Terrence W. Norchi and Michael S. Abrams, invested in the 2022 Notes. The investment made in the 2022 Notes made by the Board member and executive officers totaled $80,000. The Company’s agreement with the 2022 Placement Agent was still effective at the time of the private placement of $0.5 million of the Second Notes to certain institutional investors. Per the terms of a termination agreement dated February 21, 2023 by and between the Company and the 2022 Placement Agent (the “Placement Agent Termination Agreement”), the Company owes the 2022 Placement Agent 10% of the gross proceeds received from certain institutional investors, or $50,000, and, such amount was deferred until the Company completes an additional financing with gross proceeds of at least $1 million. In addition, per the Placement Agent Termination Agreement, we agreed to issue 2022 Placement Agent Warrants to purchase an aggregate of 821 shares of Common Stock. In addition, as a part of the 2022 Convertible Note Offering, certain holders of the Company’s 10% Series 2 Convertible Notes agreed to exchange their Series 2 Notes for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “Exchanged Notes”). The Exchanged Notes are convertible into 9,571 shares of Common Stock at a conversion price of $73.12. The holders of the Exchanged Notes did not receive warrants or inducement shares. In connection with the issuance of the Exchanged Notes, the holders of the Series 2 Notes that participated in the exchange, entered into a subordination agreement on July 6, 2022 (the “Closing Date”) to subordinate their rights in respect of the Exchanged Notes to the rights of the Investors in respect of the 2022 Notes. As of July 7, 2022, approximately $600,000 of the Series 2 Notes and accrued interest of approximately $100,000 were included in the exchange. Further, in connection with the 2022 Convertible Note Offering, we initially were required to complete an Uplist Transaction by February 15, 2023 under the terms of the 2022 Notes. If we are unable to complete or secure an extension to the Uplist Transaction deadline, then the 2022 Notes, Second Notes, and Third Notes will become immediately due and payable and we will be obligated to pay to each holder of the 2022 Notes, Second Notes, and Third Notes an amount equal to 125%, multiplied by the sum of the outstanding principal amount of the 2022 Notes, Second Notes, and Third Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2022 Notes, Second Notes, and Third Notes to the date of payment, plus any default interest and any other amounts owed to the holder, payable in cash or shares of Common Stock. The Company has secured waivers from all required holders of the 2022 Notes, Second Notes, and Third Notes to extend the deadline to complete an uplist from (i) February 15, 2023 to March 15, 2023, (ii) March 15, 2023 to April 15, 2023, (iii) April 15, 2023 to May 15, 2023, (iv) May 15, 2023 to June 15, 2023, (v) June 15, 2023 to July 1, 2023, (vi) July 1, 2023 to July 31, 2023 and (vii) July 31, 2023 to August 31, 2023. No consideration was paid by the Company in connection with any of the Uplist Transaction deadline extensions. On March 10, 2023, the Company entered into an amendment (“Amendment No. 2 to the First Notes”) with the required holders of the Company’s outstanding 2022 Notes issued in connection with a private placement financing the Company completed on July 6, 2022 (the “First Closing”). On March 10, 2023, the Company also entered into an amendment (“Amendment No. 2 to the Second Notes” and, together with Amendment No. 2 to the First Notes, “Amendment No. 2 to the 2022 Notes”) with each of the required holders of Company’s outstanding Second Notes issued in connection with a private placement financing the Company completed on January 18, 2023. Under Amendment No. 2 to the 2022 Notes, the following amendments to the 2022 Notes, and Second Notes will be effective at the moment in time immediately preceding the consummation of the offering in connection with the uplist of the Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (the “Uplist Transaction”). If a holder of the 2022 Notes and/or the Second Notes elects to participate in the Uplist Transaction (each, a “Participating Holder”) for an amount equal to no less than 50% of the Participating Holder’s original investment amount in the 2022 Convertible Note Offering, such holder will be entitled to repayment of the principal amount of their 2022 Notes and/or Second Notes upon closing of the Uplist Transaction. In addition, the Company will issue to each Participating Holder a new convertible promissory note equal to the product of 2.4 and the sum of any prepayment premiums and total interest payable on such Participating Holder’s 2022 Notes and/or Second Notes (the “2023 Notes”). The 2023 Notes will have a maturity date of July 6, 2024 and will be on substantially the same terms as the Second Notes. For non-Participating Holders (each, a “Non-Participating Holder”), the maturity date of the 2022 Notes and/or Second Notes held by such Non-Participating Holder will be extended to July 6, 2024. Further, each Non-Participating Holder will waive their right to demand repayment of any portion of the outstanding balance of such holder’s 2022 Notes and Second Notes upon an Uplist Transaction. Notwithstanding the foregoing, if the registration statement filed in connection with the Uplist Transaction is not declared effective by 11:59 P.M. (EST) on June 15, 2023 (the “Amendment No. 2 Termination Date”), Amendment No. 2 to the 2022 Notes will automatically terminate and shall be of no further force or effect without any further action by the Company or the Requisite Holders, provided, that the Amendment No. 2 Termination Date may be extended by the written approval of the Company and required holders of the 2022 Notes, Second Notes and Third Notes which purchased at least 50% plus $1.00 of the 2022 Notes, Second Notes, and Third Notes based on the initial principal amounts thereunder (the “Requisite Holders”). Amendment No. 2 to the 2022 Notes was superseded by Amendment No. 8 to the 2022 Notes, Amendment No. 8 to the Second Notes and Amendment No. 3 to the Third Notes, and therefore, it is of no further force or effect. During the three months ended June 30, 2023, the Company recorded interest expense on the 2022 Notes, the Second Notes, and the Third Notes of approximately $784,000 consisting of accrued interest of approximately $150,000 and accretion of original issue debt discount and issuance costs of approximately $634,000. During the nine months ended June 30, 2023, the Company recorded interest expense on the 2022 Notes, the Second Notes, and the Third Notes of approximately $1,893,000 consisting of accrued interest of approximately $413,000 and accretion of original issue debt discount and issuance costs of approximately $1,480,000. Allocation of Proceeds The Company accounted for the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, the Second Warrants, and the Third Warrants, and the 2022 Inducement Shares, Second Inducement Shares and the Third Inducement Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The 2022 Inducement Shares, the Second Inducement Shares, and the Third Inducement Shares and the 2022 Warrants, the Second Warrants, and the Third Warrants which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying consolidated financial statements. The allocated value of the 2022 Inducement Shares and the 2022 Warrants are $314,523 and $1,470,133, respectively. The allocated value of the Second Inducement Shares and the Second Warrants are $25,840 and $256,439, respectively. The allocated value of the Third Inducement Shares and the Third Warrants are $18,394 and $164,136, respectively. The allocated value of the 2022 Notes of $1,740,344 are allocated as short-term liabilities in the accompanying consolidated financial statements. The allocated value of the Second Notes of $247,721 are allocated as short-term liabilities in the accompanying consolidated financial statements. The allocated value of the Third Notes of $305,470 is allocated as short-term liabilities in the accompanying consolidated financial statements The fair value of the 2022 Placement Agent Warrants and the Second Placement Agent Warrants of $219,894 and $28,093, respectively, are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying consolidated financial statements. As of June 30, 2023 and September 30, 2022, the net carrying amount of the 2022 Notes was $2,945,448 and $1,662,492, respectively, with unamortized debt discount and issuance costs of $1,284,552 and $2,567,507, respectively. Effective September 30, 2022, the Company reclassified the carrying amount of the Exchanged Notes of $699,781 (see Note 12) that were previously included in 2022 Notes payable to Unsecured convertible notes. After the reclassification, the Unsecured convertible notes included both the Second Notes and the Exchanged Notes. As of June 30, 2023, the net carrying amount of the Second Notes was $345,845 with unamortized debt discount and issuance costs of $290,155, all of which is included in Unsecured convertible notes. In addition, as of June 30, 2023, the net carrying amount of the Third Notes was $355,992 with unamortized debt discount and issuance costs of $346,728, all of which is included in Unsecured convertible notes. The 2022 Warrants and the 2022 Placement Agent Warrants were valued as of July 6, 2022 2022 Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 The Second Warrants and the Second Placement Agent Warrants were valued as of January 18, 2023 Second Warrants Second Placement Agent Warrants Closing price per share of Common Stock $ 46.08 $ 46.08 Exercise price per share $ 79.52 $ 80.48 Expected volatility 111.31 % 111.31 % Risk-free interest rate 3.43 % 3.43 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 The Third Warrants were valued as of May 15, 2023 Third Warrants Closing price per share of Common Stock $ 22.16 Exercise price per share $ 79.52 Expected volatility 114.33 % Risk-free interest rate 3.46 % Dividend yield - Remaining expected term of underlying securities (years) 5.0 | 10. 2022 CONVERTIBLE NOTE OFFERING On July 7, 2022, the Company announced that it had entered into a Securities Purchase Agreement (the “2022 SPA 2022 Investors 2022 Note 2022 Notes 2022 Warrants 2022 Warrant Shares 2022 Inducement Shares 2022 Note Offering 2022 Closing Date The 2022 Notes bear interest on the unpaid principal balance at a rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Closing Date until the 2022 Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an event of default under the 2022 Notes. Any amount of principal or interest on the 2022 Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2022 Notes are convertible into shares of Common Stock at the option of each holder of the 2022 Notes from the date of issuance at $73.12 (the “ Conversion Price Maturity Date provided, however Ownership Limitation provided further provided that The 2022 Notes contain customary events of default, which include, among other things, (i) our failure to pay when due any principal or interest payment under the 2022 Notes; (ii) our insolvency; (iii) delisting of our Common Stock; (iv) our breach of any material covenant or other material term or condition under the 2022 Notes; and (v) our breach of any representations or warranties under the 2022 Notes which cannot be cured within five (5) days. Further, events of default under the 2022 Notes also include (i) the unavailability of Rule 144 on or after six (6) months from the First Closing Date or January 6, 2023; (ii) our failure to deliver the shares of Common Stock to the 2022 Note holder upon exercise by such holder of its conversion rights under the 2022 Note; (iii) our loss of the “bid” price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) our failure to complete an uplisting of our Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American by February 15, 2023 (an “ Uplist Transaction The 2022 Warrants (i) have an exercise price of $79.52 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance; and (iv) have a provision preventing the exercisability of such 2022 Warrant if, as a result of the exercise of the 2022 Warrant, the holder, together with its affiliates and any other persons whose beneficial ownership of our Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than the Ownership Limitation. The holder, upon notice to us, may increase or decrease the Ownership Limitation; provided that (i) the Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of our Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The number of shares of Common Stock into which each of the 2022 Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the 2022 Warrants, including standard antidilution provisions, and adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In the event of a Fundamental Transaction (as defined in the 2022 Warrants) holders of the 2022 Warrants would be entitled to receive alternate consideration in connection with such Fundamental Transaction, but only to the extent that holders of our Common Stock were entitled to receive the same. Moreover, as long as the 2022 Notes and 2022 Warrants remaining outstanding, upon the issuance of any security in connection with any potential future financing activity on terms more favorable than the existing terms, the Company has an obligation to notify the holders of the 2022 Notes and 2022 Warrants of such more favorable terms and to use best efforts to effect such terms in the 2022 Notes and 2022 Warrants. Finally, because of the Company’s net loss position, the shares underlying the 2022 Notes on an as converted basis are excluded from the calculation of basic and fully diluted earnings per share. Similarly, because of the Company’s net loss position, there was no impact on the calculation of basic and fully diluted earnings per share related to the classification of the 2022 Warrants as participating securities. The Company retained a placement agent in connection with the private placement of $2.4 million of the 2022 Notes to the institutional investors. The Company paid the 2022 Placement Agent 10% of the gross proceeds in the 2022 Placement Agent from certain institutional investors, or $240,000 and we also reimbursed the 2022 Placement Agent approximately $58,000 for non-accountable banking fees, legal fees and other expenses. In addition, we issued 2022 Placement Agent Warrants to purchase an aggregate of 3,939 shares of Common Stock. An additional $1.1 million was raised in connection with the placement of the private placement notes, which included certain accredited investors some of which were Board members and executive officers of the Company. Board member, Laurence Hicks, and executive officers, Terrence W. Norchi and Michael S. Abrams, invested in the 2022 Senior Secured Convertible Notes. The investment made in the 2022 Senior Secured Convertible Notes made by the Board member and executive officers totaled $80,000. In addition, as a part of the 2022 Convertible Notes Offering, certain holders (the “ Series Holders Series Notes Subordinated Notes Closing Date Further, in connection with the 2022 Note Financing, we are required to complete an Uplist Transaction by February 15, 2023 under the terms of the 2022 Notes. If we are unable to complete an Uplist Transaction, then the 2022 Notes will become immediately due and payable and we will be obligated to pay to each 2022 Note holder an amount equal to 125%, multiplied by the sum of the outstanding principal amount of the 2022 Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2022 Notes to the date of payment, plus any default interest and any other amounts owed to the holder, payable in cash or shares of Common Stock. During the fiscal year ended September 30, 2022, the Company recorded interest expense on the 2022 Notes of approximately $421,000 consisting of accrued interest of approximately $119,000 and accretion of original issue discount debt discount and issuance costs of approximately $302,000. Allocation of Proceeds The Company accounted for the Senior Secured Convertible Notes, the 2022 Warrants, and the 2022 Inducement Shares relating to the aforementioned July 2022 Senior Secured Convertible Promissory Notes in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The 2022 Inducement Shares and the 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. The allocated value of the 2022 Inducement Shares and the 2022 Warrants are $314,523 and $1,470,133, respectively. The allocated value of the Senior Secured Convertible Notes are $1,740,344 were allocated as long-term liabilities in the accompanying consolidated financial statements. The fair value of the 2022 Placement Agent Warrants of $219,894 are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. As of September 30, 2022, the net carrying amount of the Senior Secured Convertible Notes was $2,362,273 with unamortized debt discount and issuance costs of $2,567,507. The 2022 Warrants and the 2022 Placement Agent Warrants were valued as of July 6, 2022 using the Black Scholes Model with the following assumptions: 2022 Investor Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 |
Note 11 - Series 1 and Series 2
Note 11 - Series 1 and Series 2 Convertible Notes | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Series 1 & 2 Convertible Notes [Member] | ||
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 12. SERIES CONVERTIBLE NOTES On June 4, 2020 and November 6, 2020, the Company issued unsecured 10% Series 1 Convertible Notes (“Series 1 Notes”) and Series 2 Convertible Notes (“Series 2 Notes”, and collectively with the Series 1 Notes, the “Series Convertible Notes”) in the aggregate principal amount of $550,000 and $1,050,000, respectively. The maturity dates of the Series 1 Notes and Series 2 Notes are June 30, 2023 and November 30, 2023, respectively. On July 12, 2023, the Company secured countersigned notices of conversion from all remaining holders of the Series 1 Convertible Notes and provided instructions to its transfer agent to issue a total of 7,489 shares of Common Stock in full satisfaction of all previously outstanding Series 1 Convertible Notes. The Series Convertible Notes provide, among other things, for (i) a term of approximately three As described in Note 11 above, as a part of the 2022 Convertible Note Offering, certain holders of the Series 2 Notes agreed to exchange their Series 2 Notes with an aggregate principal amount of $600,000 and accrued interest of approximately $100,000 for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “Exchanged Notes”). As of July 6, 2022, $699,781 of principal and accrued interest of the Series 2 notes was exchanged for the Exchanged Notes. On March 10, 2023, the Company entered into an amendment (the “Series 2 Note Amendment” and, together with the Series 1 Amendment, the “Series Note Amendments”) with each of the holders of the Company’s outstanding Series 2 Convertible Notes (as amended, the “Series 2 Notes” and, together with the Series 1 Notes, the “Series Convertible Notes”). Pursuant to the Series Note Amendments, the Company can elect to convert the principal and accrued interest under the Series Convertible Notes (the “Series Note Obligations”) at or after the effective time of the Uplisting Transaction, or the maturity date. In the event the Company exercises such option, the Series Note Obligations will be deemed to equal the product of 4.5 (which was previously 1.6 prior to the Series Note Amendments) and the outstanding Series Note Obligations. Notwithstanding the foregoing, if the registration statement filed in connection with the Uplist Transaction is not declared effective by 11:59 P.M. (EST) on or before the Uplisting Transaction deadline under the 2022 Notes and Second Notes, which was originally February 15, 2023, or such later extended date as provided for therein (the “Series Note Amendments Termination Date”), the Series Note Amendments will automatically terminate without any further action by the Company or the holders of the Series Convertible Notes. The Series Note Amendments Termination Date will be automatically extended upon any extension of the Uplisting Transaction deadline under the 2022 Notes, Second Notes, and Third Notes. As previously discussed herein, the deadline to complete the Uplist Transaction was extended on multiple previous occasions. As of July 31, 2023 the Uplist Transaction deadline under the 2022 Notes, Second Notes, and Third Notes is August 31, 2023. No consideration was paid by the Company in connection with any of the extensions of the Uplisting Transaction deadline under the 2022 Notes, Second Notes, and/or Third Notes. During the three months ended June 30, 2023 and 2022, the Company recorded interest expense on the Series Convertible Notes of approximately $25,000 and $40,000, respectively. During the nine months ended June 30, 2023 and 2022, the Company recorded interest expense on the Series Convertible Notes of approximately $75,000 and $120,000, respectively. | 11. SERIES 1 AND SERIES 2 CONVERTIBLE NOTES On June 4, 2020 and November 6, 2020, the Company issued unsecured 10% Series 1 Convertible Notes (“ Series 1 Notes Convertible Notes Conversion Price Holder VWAP In-Kind Note Repayment Beginning June 22, 2015 and through June 30, 2015, the Company entered into a series of substantially similar subscription agreements with 20 accredited investors providing for the issuance and sale by the Company to the 2015 Investors, in a private placement, of an aggregate of 8,995 Units at a purchase price of $352.00 per Unit. Each Unit consisted of a share of Common Stock and a Series D Warrant to purchase a share of Common Stock at an exercise price of $400.00 per share at any time prior to the fifth anniversary of the issuance date of the Series D Warrant and the shares issuable upon exercise of the Series D Warrants. On June 3, 2020, the Company entered into an agreement (the “ Agreement Majority Holders Series D Warrants Series J Warrants On June 22, 2020, the Company entered into a Series J Warrant Issuance Agreement (the “ Keyes Sulat Agreement Trust one As described in Note 10, above, as a part of the 2022 Convertible Notes Offering, certain holders of the Series Notes agreed to exchange Notes with principal amounts of $600,000 and accrued interest of approximately $100,000 for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “ Exchanged Notes Closing Date During the fiscal years ended September 30, 2022 and 2021, the Company recorded interest expense on the Series 1 and Series 2 Convertible Notes of approximately $146,000 and $150,000, respectively. |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 12. INCOME TAXES The principal components of the Company's net deferred tax assets consisted of the following at September 30: 2022 2021 Net operating loss carryforwards $ 11,485,524 $ 10,022,020 Capitalized expenditures 1,535,736 1,703,849 Research and development credit carryforwards 946,243 946,158 Stock based compensation 1,427,946 2,352,432 Property and Equipment 2,616 2,740 Accrued expenses 162,191 57,812 Inventory allowance 70,805 62,946 Gross deferred tax assets 15,631,061 15,147,957 Deferred tax asset valuation allowance (15,631,061 ) (15,147,957 ) Net deferred tax assets $ - $ - The provision (benefit) for income taxes differs from the tax computed with the statutory federal income tax rate as follows: 2022 2021 Expected income tax (benefit) at federal statutory rate 21.00 % 21.00 % Increase/(Decrease) due to: State income taxes - net of federal benefit 3.65 % 5.80 % Permanent Differences: Key man life insurance --- % (0.01 )% Stock Based Compensation (18.10 )% --- % R&D, taken as a credit (0.23 )% (0.29 )% Adjustment to fair value of derivative 3.98 % 0.37 % PPP Loan Forgiveness --- % 0.60 % Other (1.14 )% (1.41 )% Change in Valuation Allowance (9.16 )% (26.06 )% Total Income Tax Provision / (Benefit) --- % --- % As of September 30, 2022 and 2021, the Company had federal net operating loss carryforwards totaling approximately $42,695,000 and $37,018,000, respectively, which may be available to offset future taxable income. The pre-2018 federal net operating loss carryforwards total approximately $21,750,000, and begin to expire in 2026. Due to the CARES Act, federal net operating losses generated in tax years beginning after December 31, 2017 can be carried forward indefinitely. As of September 30, 2022 and 2021, the Company has federal net operating loss carryforwards with an indefinite life of $20,945,000 and $15,268,000. As of September 30, 2022 and 2021, the Company had federal research and experimentation credit carryforwards of $626,000 and $643,000, respectively, which may be available to offset future income tax liabilities and which would begin to expire in 2028. As of September 30, 2022 and 2021, the Company had state net operating loss carryforwards of approximately $40,367,000 and $36,033,000, respectively, which may be available to offset future taxable income and which would begin to expire in 2030. As of September 30, 2022 and 2021, the Company had state research and development credit carryforwards of $406,000 and $384,000, respectively, which may be able to offset future income tax liabilities and which would begin to expire in 2023. As the Company has not yet achieved profitable operations, management believes the tax benefits as of September 30, 2022 and 2021 did not satisfy the realization criteria set forth in FASB ASC Topic 740, Income Taxes The Company experienced an ownership change as a result of the Merger described in Note 1, causing a limitation on the annual use of the net operating loss carryforwards, which are subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. A formal Section 382 study has not been performed. As of September 30, 2022, the Company is open to examination in the U.S. federal and certain state jurisdictions for tax years ended September 30, 2022, 2021, 2010 and 2019. In addition, any loss years remain open to the extent that losses are available for carryover to future years. Therefore, the tax years ended 2006 through 2022 remain open for examination by the IRS. The Coronavirus Aid, Relief and Economic Security (CARES) Act was enacted on March 27, 2020. The CARES Act affected items such as carryback periods for net operating losses, modifications to the net interest deduction limitations and changes to tax depreciation methods. The company has taken the CARES Act into consideration for the tax year ended September 30, 2022 and continues to evaluate the impact of the CARES act on the business. |
Note 13- Payroll Protection Pro
Note 13- Payroll Protection Program Loan | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Payroll Protection Program Loan [Text Block] | 13. PAYROLL PROTECTION PROGRAM LOAN On April 25, 2020, the Company executed a promissory note (the “ PPP Note PPP Loan PPP SBA Lender The PPP Loan had a two The PPP Note contains customary events of default relating to, among other things, payment defaults, providing materially false and misleading representations to the SBA or Lender, or breaching the terms of the PPP Loan documents. The occurrence of an event of default may result in the immediate repayment of all amounts outstanding, collection of all amounts owing from the Company, or filing suit and obtaining judgment. Under the terms of the CARES Act, PPP Loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. However, no assurance is provided that forgiveness for any portion of the PPP Loan will be obtained. During November 2020, the Company applied for forgiveness of the PPP Loan. On May 28, 2021, the Company received notice that the SBA completed review and all principal and interest has been forgiven. For the fiscal year ended September 30, 2021, approximately $178,000 was recorded to Gain on forgiveness of loan in Other Income in the consolidated statements of operations. |
Note 14 - Stock-based Compensat
Note 14 - Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Share-Based Payment Arrangement [Text Block] | 6. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “ 2013 Plan four Board The exercise price of each option is equal to the closing price of a share of the Company’s Common Stock on the date of grant. Share-Based Awards During the nine months ended June 30, 2023, the Company awarded 2,610 options to employees and directors and 454 options to consultants to purchase shares of Common Stock under the 2013 Plan . Share-based compensation expense for awards granted during the nine months ended June 30, 2023 was based on the grant date fair value estimated using the Black-Scholes Model. Common Stock Options Stock compensation activity under the 2013 Plan for the nine months ended June 30, 2023 follows: Option Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at September 30, 2022 12,329 $ 416.00 1.36 $ 16,900 Awarded 3,063 $ 64.00 Forfeited/Cancelled (2,388 ) $ 560.00 Outstanding at June 30, 2023 13,004 $ 312.00 5.72 - Vested at June 30, 2023 9,927 $ 384.00 4.85 - Vested and expected to vest at June 30, 2023 13,041 $ 312.00 5.72 - On June 18, 2023, the 2013 Stock Incentive Plan expired. Therefore no Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 resulting from options awarded to the Company’s employees, directors and consultants was approximately $41,000 and $81,000, respectively. Of this amount, during the three months ended June 30, 2023 and 2022, $7,000 and $29,000, respectively, were recorded as research and development expense, and $34,000 and $52,000, respectively were recorded as general and administrative expense in the Company’s Consolidated Statements of Operations. Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the nine months ended June 30, 2023 and 2022 resulting from options awarded to the Company’s employees, directors and consultants was approximately $211,000 and $367,000, respectively. Of this amount, during the nine months ended June 30, 2023 and 2022, $55,000 and $123,000, respectively, were recorded as research and development expense, and $156,000 and $245,000, respectively were recorded as general and administrative expense in the Company’s Consolidated Statements of Operations. During the nine months ended June 30, 2023 and 2022, no options awarded were exercised. As of June 30, 2023, there is approximately $200,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. That cost is expected to be recognized over a weighted average period of 2.11 years. Restricted Stock Restricted stock activity under the 2013 Plan for the three months ended June 30, 2023 and 2022, in shares, follows: Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 - 157 Vested - (47 ) Non Vested at June 30, 2023 and 2022 - 110 The weighted grant date fair value average of the restricted stock for the three months ended June 30, 2023 and 2022 follows: Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 $ - $ 160.00 Vested - (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 Restricted stock activity under the 2013 Plan for the nine months ended June 30, 2023 and 2022, in shares, follows: Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 32 282 Vested (32 ) (172 ) Non Vested at June 30, 2023 and 2022 - 110 The weighted grant date fair value average of the restricted stock for the nine months ended June 30, 2023 and 2022 follows: Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 Vested (144.00 ) (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 For the three months ended June 30, 2023 and 2022, compensation expense recorded for the restricted stock awards was approximately $0 and $10,000, respectively. For the nine months ended June 30, 2023 and 2022, compensation expense recorded for the restricted stock awards was approximately $3,000 and $30,000, respectively. | 14. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “ 2013 Plan Board The exercise price of each option is equal to the closing price of a share of our common stock on the date of grant. Share-based awards During the year ended September 30, 2022, the Company granted 297 options to employees and directors and 532 options to consultants to purchase shares of common stock under the 2013 Plan . Share-based compensation expense for awards granted during the year ended September 30, 2022 was based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to calculate the fair value of share-based compensation for the year ended September 30, 2022; expected volatility, 79.44% - 119.44%, risk-free interest rate, 0.13% - 2.85%, expected dividend yield, 0%, expected term, 5.6 years. Common Stock Options Stock compensation activity under the 2013 Plan for the year ended September 30, 2022 follows: Option Weighted Average Average Remaining Weighted Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2021 15,562 $ 464.00 1.83 $ 140,151 Awarded 829 $ 48.00 Forfeited/Cancelled (4,062 ) $ 560.00 Outstanding at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 Vested at September 30, 2022 10,316 $ 464.00 1.52 $ - Vested and expected to vest at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 As of September 30, 2022, 5,171 shares are available for future grants under the 2013 Plan. Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the year ended September 30, 2022 and 2021 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $459,000 and $391,000, respectively. Of this amount during the years ended September 30, 2022 and 2021, $148,000 and $124,000, respectively, were recorded as research and development expenses, and $311,000 and $267,000, respectively were recorded as general and administrative expenses in the Company’s Consolidated Statements of Operations. During the years ended September 30, 2022 and 2021, no stock options awarded under the 2013 Stock Incentive Plan were exercised for cash. During the years ended September 30, 2022 and 2021, no stock options awarded under the 2013 Stock Incentive Plan were exercised on a cashless basis. As of September 30, 2022, there is approximately $181,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. That cost is expected to be recognized over a weighted average period of 2.47 years. Restricted Stock On October 14, 2020, the Company awarded 32 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and vested 90 days from the date of the award. On January 27, 2021, the Company awarded 313 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and vested immediately. On July 30, 2021, the Company awarded 94 shares of Restricted Stock to an employee. The shares subject to this grant were awarded under the 2013 Plan and 32 shares vest on each of the following dates: January 12, 2022, July 12, 2022 and January 12, 2023. On September 27, 2021, the Company awarded 188 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and 1/12 Restricted stock activity in shares under the 2013 Plan for the years ended September 30, 2022 and 2021 follows: 2022 2021 Non Vested at September 30, 2021 and 2020 282 Awarded - 625 Vested (250 ) (344 ) Forfeited - - Non Vested at September 30, 2022 and 2021 32 282 The weighted average restricted stock award date fair value information for the years ended September 30, 2022 and 2019 follows: 2022 2021 Non Vested at September 30, 2021 and 2020 $ 160.00 $ - Awarded 208.00 Vested (160.00 ) (256.00 ) Forfeited - Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 For the years ended September 30, 2022 and 2021 compensation expense recorded for the restricted stock awards was approximately $40,000 and $105,000, respectively. As of September 30, 2022, there is approximately $3,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. |
Note 15 - Commitments and Conti
Note 15 - Commitments and Contingencies | 12 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 15. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum potential future liability of the Company under such indemnification provisions is uncertain. As of September 30, 2022 and 2021, no amounts have been accrued related to such indemnification provisions. From time to time, the Company may be exposed to litigation in connection with its operations. The Company’s policy is to assess the likelihood of any adverse judgments or outcomes related to legal matters, as well as ranges of probable losses. MIT Licensing Agreement In December 2007, the Company entered into a license agreement with MIT pursuant to which the Company acquired an exclusive world-wide license to develop and commercialize technology related to self-assembling peptide compositions, and methods of making and using such compositions in medical and non-medical applications, including claims that cover the Company’s proposed products and methods of use thereof. The license also provides non-exclusive rights to additional intellectual property in the fields that cover the Company’s proposed products and methods of use thereof, in order to provide freedom to operate. The license provides the Company a right to sublicense the exclusively licensed intellectual property. The Company has not sublicensed the exclusively licensed intellectual property to any party for any field. In exchange for the licenses granted in the agreement, the Company has paid MIT license maintenance fees and patent prosecution costs. The Company paid license maintenance fees of $50,000 to MIT in the fiscal years ended September 30, 2022 and 2021. For the years ended September 30, 2022 and 2021, the annual MIT license maintenance fees of $50,000 are included in accrued expenses and other liabilities on the Consolidated Balance Sheets. The license maintenance fees and patent prosecution costs cover the contract year beginning January 1 through December 31. Annual license maintenance obligations extend through the life of the patents. In addition, MIT is entitled to royalties on applicable future product sales, if any. The annual payments may be applied towards royalties payable to MIT for that year for product sales. The Company is obligated to indemnify MIT and related parties from losses arising from claims relating to the exercise of any rights granted to the Company under the license, with certain exceptions. The maximum potential amount of future payments the Company could be required to make under this provision is unlimited. The Company considers there to be a low performance risk as of September 30, 2022. The agreement expires upon the expiration or abandonment of all patents that are issued and licensed to the Company by MIT under such agreement. The Company expects that patents will be issued from presently pending U.S. and foreign patent applications. Any such patent will have a term of 20 years from the filing date of the underlying application. MIT may terminate the agreement immediately, if the Company ceases to carry on its business, if any nonpayment by the Company is not cured or the Company commits a material breach that is not cured. The Company may terminate the agreement for any reason upon six months’ notice to MIT. Leases The Company's corporate offices are located in Framingham, MA. During July 2017, we entered into a three |
Note 16 - Risks and Uncertainti
Note 16 - Risks and Uncertainties - COVID-19 and Geopolitical Conflicts | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
COVID-19 Disclsoure [Text Block] | 13. RISKS AND UNCERTAINTIES COVID-19 AND GEOPOLITICAL CONFLICTS The Company sources its materials and services for its products and product candidates from facilities in areas impacted or which may be impacted by the outbreak of the COVID-19 or geopolitical conflicts. The Company’s ability to obtain future inventory may be impacted, therefore potentially affecting the Company’s future revenue stream. In addition, the Company has historically and principally funded its operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of Common Stock and warrants which may also be impacted by economic conditions beyond the Company’s control as well as uncertainties resulting from geopolitical conflicts, including the recent war in Ukraine. The extent to which the COVID-19 and recent events in Ukraine will impact the global economy and the Company is uncertain and cannot be reasonably measured. | 16. RISKS AND UNCERTAINTIES - COVID-19 AND GEOPOLITICAL CONFLICTS The Company sources its materials and services for its products and product candidates from facilities in areas impacted or which may be impacted by the outbreak of the COVID-19 or geopolitical conflicts. The Company’s ability to obtain future inventory may be impacted, therefore potentially affecting the Company’s future revenue stream. In addition, the Company has historically and principally funded its operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of Common Stock and warrants which may also be impacted by economic conditions beyond the Company’s control as well as uncertainties resulting from geopolitical conflicts, including the recent war in Ukraine. The extent to which the COVID-19 and recent events in Ukraine will impact the global economy and the Company is uncertain and cannot be reasonably measured. |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Description of Business | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Business Description and Basis of Presentation [Text Block] | 1. BASIS OF PRESENTATION AND DESCRIPTION OF BUSINESS Organization and Description of Business Arch Therapeutics, Inc. (together with its subsidiary, the “ Company Arch Merger ABS Merger Sub ABS was incorporated under the laws of the Commonwealth of Massachusetts on March 6, 2006, as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. In the first quarter of 2021, the Company commenced commercial sales of our first product, AC5® Advanced Wound System, and has devoted substantially all of the Company’s operational effort to the research, development and regulatory programs necessary to turn the Company’s core technology into commercial products. To date, the Company has principally raised capital through the issuance of convertible debt, and the issuance of units consisting of its common stock, $0.001 par value per share (“ Common Stock warrants The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. Reverse Stock Split On July 18, 2023, the board of directors of the Company (the “Board”) adopted resolutions by unanimous written consent, pursuant to which the Board determined that it is advisable and in the best interests of the Company to amend the Articles of Incorporation of the Company (the “Amendment”) to provide for a reverse stock split of the outstanding Common Stock, at a ratio within a range of 1-for-1.5 to 1-for-20, with the exact ratio to be determined by the Board subsequent to the applicable approval by the Company’s stockholders, within 1 year following the date of such approval, and without correspondingly decreasing the number of authorized shares of Common Stock (the “ Reverse Split No fractional shares will be issued in connection with the Reverse Split. We will round up any fractional shares resulting from the Reverse Split to the nearest whole share. All share and per share information in this prospectus has been adjusted to give effect to the Reverse Split. | 1. DESCRIPTION OF BUSINESS Arch Therapeutics, Inc. (together with its subsidiary, the “ Company Arch Merger ABS Merger Sub ABS was incorporated under the laws of the Commonwealth of Massachusetts on March 6, 2006, as Clear Nano Solutions, Inc. On April 7, 2008, ABS changed its name from Clear Nano Solutions, Inc. to Arch Therapeutics, Inc. Effective upon the closing of the Merger, ABS changed its name from Arch Therapeutics, Inc. to Arch Biosurgery, Inc. In the first quarter of 2021, the Company commenced commercial sales of our first product, AC5® Advanced Wound System, and has devoted substantially all of the Company’s operational effort to the research, development and regulatory programs necessary to turn the Company’s core technology into commercial products. To date, the Company has principally raised capital through the issuance of convertible debt, and the issuance of units consisting of its common stock, $0.001 par value per share (“ Common Stock warrants The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. However, there can be no assurance that the Company will be successful in securing additional resources when needed, on terms acceptable to the Company, if at all. Therefore, there exists substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments related to the recoverability of assets that might be necessary despite this uncertainty. Reverse Stock Split On July 18, 2023, the board of directors of the Company (the “Board”) adopted resolutions by unanimous written consent, pursuant to which the Board determined that it is advisable and in the best interests of the Company to amend the Articles of Incorporation of the Company (the “Amendment”) to provide for a reverse stock split of the outstanding Common Stock, at a ratio within a range of 1-for-1.5 to 1-for-20, with the exact ratio to be determined by the Board subsequent to the applicable approval by the Company’s stockholders, within 1 year following the date of such approval, and without correspondingly decreasing the number of authorized shares of Common Stock (the “ Reverse Split No fractional shares will be issued in connection with the Reverse Split. We will round up any fractional shares resulting from the Reverse Split to the nearest whole share. All share and per share information in this prospectus has been adjusted to give effect to the Reverse Split. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Although the Company believes that the disclosures in these unaudited interim consolidated financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (“ SEC Annual Report For a complete summary of the Company’s significant accounting policies, please refer to Note 2 included in Item 8 of the Company’s Annual Report. There have been no material changes to the Company’s significant accounting policies during the nine months ended June 30, 2023. Basis of Presentation The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. On January 6, 2023, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 1:200 Reverse Share Split Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expense during the reporting periods. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of June 30, 2023 and September 30, 2022. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises expenditures incurred in acquiring the inventories, the cost of conversion and other costs incurred in bringing them to their existing location and condition. The cost of raw materials, goods-in-process and finished goods are determined on a First in First out (FiFo) basis. When determining net realizable value, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with the Financial Accounting Standards Board (“ FASB ASC Property, Plant and Equipment Leases The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company’s lease does not provide an implicit interest rate, the Company used an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Income Taxes In accordance with FASB ASC Topic 740, Income Taxes The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. Revenue In accordance with FASB ASC Topic 606, Revenue Recognition The Company’s source of revenue is product sales. Contracts with customers contain a single performance obligation and the Company recognizes revenue from product sales when the Company has satisfied our performance obligation by transferring control of the product to the customers. Control of the product transfers to the customer upon shipment from the Company’s third-party warehouse. In circumstances where the transaction price is not able to be determined at the time of shipment, the Company does not recognize revenue or any receivable amount until such time that the final transaction price is established. Cost of Revenue Cost of revenue includes product costs, warehousing, overhead allocation and royalty expense. Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation ASC 718 Black-Scholes Model The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the Common Stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life for awards uses the simplified method for all “plain vanilla” options, as defined in ASC 718-10-S99, and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the Company’s awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures At June 30, 2023 and September 30, 2022, the carrying amounts of cash, accounts payables and accrued expense and other liabilities approximate fair value because of their short-term nature. The carrying amounts for the Series Convertible Notes (See Note 12), 2022 Notes (see Note 11), and Second Notes (see Note 11), and Third Notes (see Note 11) approximate fair value because borrowing rates and terms are similar to comparable market participants. Derivative Liabilities The Company accounts for its warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with FASB ASC Topic 815, Derivatives and Hedging ASC 815 Complex Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Financial Statement Reclassification Certain balances in the prior year consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current period consolidated financial statements. During the nine-month period ended June 30, 2023, the Company reclassified the carrying amount of Exchanged Notes of $699,781 (see Note 12) that were previously included in the 2022 Notes payable to Unsecured convertible notes. Subsequent Events The Company evaluated all events or transactions through August 11, 2023, the date which these consolidated financial statements were issued. See note 15 for matters deemed to be subsequent events. Going Concern Basis of Accounting As reflected in the consolidated financial statements, the Company has an accumulated deficit as of June 30, 2023, has suffered significant net losses and negative cash flows from operations, only recently commenced generating limited operating revenues, and has limited working capital. The continuation of the Company’s business as a going concern is dependent upon raising additional capital, the ability to successfully market and sell its product and eventually attaining and maintaining profitable operations. In particular, as of June 30, 2023, the Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations, and therefore there is substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenses into the foreseeable future for the research, development and commercialization of its current and potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Finally, some of our product candidates or the materials contained therein (such as the Active Pharmaceutical Ingredients for our AC5® product line), are manufactured from facilities in areas impacted by the outbreak of the COVID-19, which could result in shortages due to ongoing efforts to address the outbreak. Historically, the Company has principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. Provisions in the Securities Purchase Agreements that the Company entered into on July 6, 2022 (“ 2022 SPA The 2023 SPA contains certain restrictions on our ability to conduct subsequent sales of any future securities (See Note 15). The continued spread of COVID-19 and uncertain market conditions may also limit the Company’s ability to access capital. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned activities. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“ US GAAP Basis of Presentation The consolidated financial statements include the accounts of Arch Therapeutics, Inc. and its wholly owned subsidiary, Arch Biosurgery, Inc., a biotechnology company. All intercompany accounts and transactions have been eliminated in consolidation. On January 6, 2023, the directors of the Company authorized a reverse share split of the issued and outstanding Common Shares in a ratio of 200:1, effective January 17, 2023 (the “ Reverse Share Split Use of Estimates Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. Recently Issued and Adopted Accounting Guidance In August 2020, the FASB issued ASU 2020-06, “ Debt with Conversion and other Derivatives and Hedging-Contracts in Entity s Own Equity (Subtopic 815-40) ASU 2020-06 . GAAP Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents as of September 30, 2022 and 2021. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories comprises expenditures incurred in acquiring the inventories, the cost of conversion and other costs incurred in bringing them to their existing location and condition. The cost of raw materials, goods-in-process and finished goods are determined on a First in First out (FiFo) basis. When determining net realizable value, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash. The Company maintains its cash in bank deposits accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash. Property and Equipment Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful life of the related asset. Upon sale or retirement, the cost and accumulated depreciation are eliminated from their respective accounts, and the resulting gain or loss is included in income or loss for the period. Repair and maintenance expenditures are charged to expense as incurred. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment when circumstances indicate the carrying value of an asset may not be recoverable in accordance with FASB ASC Topic 360, Property, Plant and Equipment Leases The Company determines if an arrangement is a lease at its inception. Operating lease right-of-use (“ ROU Income Taxes In accordance with FASB ASC Topic 740, Income Taxes ASC 740 The Company provides reserves for potential payments of tax to various tax authorities related to uncertain tax positions when management determines that it is more likely than not that a loss will be incurred related to these matters and the amount of the loss is reasonably determinable. Revenue In accordance with FASB ASC Topic 606, Revenue Recognition The Company’s source of revenue is product sales. Contracts with customers contain a single performance obligation and the Company recognizes revenue from product sales when the Company has satisfied our performance obligation by transferring control of the product to the customers. Control of the product transfers to the customer upon shipment from the Company’s third-party warehouse. The Company launched a reimbursement support program in September 2022. Under the terms of the program, the invoice amount may be adjusted through full or partial write-offs based on actual reimbursement amounts paid by for Medicare and Medicaid Services (“CMS”) for AC5 units applied and billed by doctors. As such, revenue, if any, for the units shipped in connection with the Company’s reimbursement support program will be booked in future periods when all conditions have been satisfied. Cost of Revenues Cost of revenues includes product costs, warehousing, overhead allocation and royalty expenses. Research and Development The Company expenses internal and external research and development costs, including costs of funded research and development arrangements, in the period incurred. Accounting for Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation-Stock Compensation ASC 718 The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the fair value of the common stock and a number of other assumptions, including expected volatility, expected life, risk-free interest rate and expected dividends. The expected life for awards uses the simplified method for all “plain vanilla” options, as defined in ASC 718-10-S99, and the contractual term for all other employee and non-employee awards. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of our awards. The dividend yield assumption is based on history and the expectation of paying no dividends. Stock-based compensation expense, when recognized in the consolidated financial statements, is based on awards that are ultimately expected to vest. Fair Value Measurements The Company measures both financial and nonfinancial assets and liabilities in accordance with FASB ASC Topic 820, Fair Value Measurements and Disclosures At September 30, 2022 and 2021, the carrying amounts of cash, accounts payables and accrued expenses and other liabilities approximate fair value because of their short-term nature. The carrying amounts for the Convertible Notes (See Notes 11 and 12) approximate fair value because borrowing rates and the terms are similar to comparable market participants. The carrying amounts of the Derivative Liabilities (See Note 7) are valued using Level 3 inputs and are recognized in the consolidated financial statements at fair value. Derivative Liabilities The Company accounts for its warrants and other derivative financial instruments as either equity or liabilities based upon the characteristics and provisions of each instrument, in accordance with FASB ASC Topic 815, Derivatives and Hedging ASC 815 . Complex Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates its financial instruments, including warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. The Company values its derivatives using the Black-Scholes option-pricing model or other acceptable valuation models, including Monte-Carlo simulations. Derivative instruments are valued at inception, upon events such as an exercise of the underlying financial instrument, and at subsequent reporting periods. The classification of derivative instruments, including whether such instruments should be recorded as liabilities, is re-assessed at the end of each reporting period. The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants, including options or warrants to non-employees in exchange for consulting or other services performed. The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging Financial Statement Reclassification Certain balances in the prior year consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current year consolidated financial statements. These reclassifications had no effect on the reported results of operations or financial position. Subsequent Events The Company evaluated all events or transactions through December 28, 2022, the date which these consolidated financial statements were issued. Please note the following matters deemed to be subsequent events. CMS HCPCS Code Status On December 5, 2022, the Company announced that the Centers for Medicare and Medicaid Services (“CMS”) made a preliminary recommendation to establish a dedicated Healthcare Common Procedure Coding System (“HCPCS”) Level II billing code specific to AC5® Advanced Wound System (“AC5”). The preliminary recommendation was discussed at CMS’ First Biannual 2022 HCPCS Public Meeting, which was held on November 30, 2022. The HCPCS code would better enable providers to bill third party payors for AC5® Advanced Wound System that is used in doctors’ offices. Although the establishment of a dedicated HCPCS code does not guarantee coverage or reimbursement, a HCPCS code specific to AC5® Advanced Wound System would also enhance the Company’s ability to work directly with payors and expand access in outpatient settings. Going Concern Basis of Accounting As reflected in the consolidated financial statements, the Company has an accumulated deficit as of September 30, 2022, has suffered significant net losses and negative cash flows from operations, only recently commenced generating limited operating revenues, and has limited working capital. The continuation of the Company’s business as a going concern is dependent upon raising additional capital, the ability to successfully market and sell its product and eventually attaining and maintaining profitable operations. In particular, as of September 30, 2022, the Company will be required to raise additional capital, obtain alternative means of financial support, or both, in order to continue to fund operations, and therefore there is substantial doubt about the Company’s ability to continue as a going concern. The Company expects to incur substantial expenses into the foreseeable future for the research, development and commercialization of its current and potential products. In addition, the Company will require additional financing in order to seek to license or acquire new assets, research and develop any potential patents and the related compounds, and obtain any further intellectual property that the Company may seek to acquire. Finally, some of our product candidates or the materials contained therein (such as the Active Pharmaceutical Ingredients for our AC5® product line), are manufactured from facilities in areas impacted by the outbreak of the COVID-19, which could result in shortages due to ongoing efforts to address the outbreak. Historically, the Company has principally funded operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of common stock and warrants. Provisions in the Securities Purchase Agreements that the Company entered into on June 28, 2018 (“ 2018 SPA 2022 SPA The 2021 SPA contains certain restrictions on our ability to conduct subsequent sales of our equity securities (See Note 9). The continued spread of COVID-19 and uncertain market conditions may also limit the Company’s ability to access capital. If the Company is unable to obtain adequate capital, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned activities. These conditions, in the aggregate, raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The consolidated financial statements do not include any adjustments that might result from this uncertainty. |
Note 3 - Property and Equipme_2
Note 3 - Property and Equipment (10Q) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Property, Plant and Equipment Disclosure [Text Block] | 3. PROPERTY AND EQUIPMENT At June 30, 2023 and September 30, 2022, property and equipment consisted of: Estimated Useful Life (in years) June 30, September 30, 2022 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 33,028 31,712 Property and equipment, net $ 728 $ 2,044 For the three months ended June 30, 2023 and 2022, depreciation expense recorded was $273 and $799, respectively. For the nine months ended June 30, 2023 and 2022, depreciation expense recorded was $1,316 and $2,397, respectively. | 3. PROPERTY AND EQUIPMENT At September 30, 2022 and 2021, property and equipment consisted of: Estimated Useful Life (in years) September 30, 2022 September 30, 2021 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 31,712 28,516 Property and equipment, net $ 2,044 $ 5,240 For the years ended September 30, 2022 and 2021 depreciation expense recorded was $3,196 and $2,587, respectively. |
Note 4 - Inventories (10Q)
Note 4 - Inventories (10Q) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Inventory Disclosure [Text Block] | 4 INVENTORIES Inventories consist of the following: June 30, September 30, 2023 2022 Finished Goods $ 56,828 $ 9,063 Goods-in-process 1,326,110 1,405,785 Total $ 1,382,938 $ 1,414,848 The Company capitalizes inventory that has been produced for commercial sale and has been determined to have a probable future economic benefit. The determination of whether or not the inventory has a future economic benefit requires estimates by management. To the extent that inventory is expected to expire prior to being sold or used for research and development or used for samples, the Company will write down the value of inventory. In evaluating the net realizable value of the inventory, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. | 4 INVENTORIES Inventories consist of the following: September 30, September 30, 2022 2021 Finished Goods $ 9,063 $ 249,571 Goods-in-process 1,405,785 844,194 Total $ 1,414,848 $ 1,093,765 The Company capitalizes inventory that has been produced for commercial sale and has been determined to have a probable future economic benefit. The determination of whether or not the inventory has a future economic benefit requires estimates by management, to the extent that inventory is expected to expire prior to being sold or used for research and development or used for samples, the Company will write down the value of inventory. In evaluating the net realizable value of the inventory, appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors. |
Note 5 - Insurance Premium Fi_2
Note 5 - Insurance Premium Financing | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Insurance Premium Financing [Member] | ||
Notes to Financial Statements | ||
Short-Term Debt [Text Block] | 5. INSURANCE PREMIUM FINANCING In July 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed was approximately $354,000 and incurred interest at a rate of 2.99%. The Company made monthly payments of approximately $35,000 through April 2023. The outstanding balance as of June 30, 2023 and September 30, 2022 was approximately $0 and $248,000, respectively. As of June 30, 2023, the Company had not entered into a new finance agreement with First Insurance Funding, or any other similar provider. | 5. INSURANCE PREMIUM FINANCING In July 2022, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is approximately $354,000 and incurs interest at a rate of 2.99%. The Company is required to make monthly payments of approximately $35,000 through April 2023. The outstanding balance as of September 30, 2022 was approximately $ 248,000 |
Note 6 - Stock-based Compensati
Note 6 - Stock-based Compensation | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Share-Based Payment Arrangement [Text Block] | 6. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “ 2013 Plan four Board The exercise price of each option is equal to the closing price of a share of the Company’s Common Stock on the date of grant. Share-Based Awards During the nine months ended June 30, 2023, the Company awarded 2,610 options to employees and directors and 454 options to consultants to purchase shares of Common Stock under the 2013 Plan . Share-based compensation expense for awards granted during the nine months ended June 30, 2023 was based on the grant date fair value estimated using the Black-Scholes Model. Common Stock Options Stock compensation activity under the 2013 Plan for the nine months ended June 30, 2023 follows: Option Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at September 30, 2022 12,329 $ 416.00 1.36 $ 16,900 Awarded 3,063 $ 64.00 Forfeited/Cancelled (2,388 ) $ 560.00 Outstanding at June 30, 2023 13,004 $ 312.00 5.72 - Vested at June 30, 2023 9,927 $ 384.00 4.85 - Vested and expected to vest at June 30, 2023 13,041 $ 312.00 5.72 - On June 18, 2023, the 2013 Stock Incentive Plan expired. Therefore no Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the three months ended June 30, 2023 and 2022 resulting from options awarded to the Company’s employees, directors and consultants was approximately $41,000 and $81,000, respectively. Of this amount, during the three months ended June 30, 2023 and 2022, $7,000 and $29,000, respectively, were recorded as research and development expense, and $34,000 and $52,000, respectively were recorded as general and administrative expense in the Company’s Consolidated Statements of Operations. Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the nine months ended June 30, 2023 and 2022 resulting from options awarded to the Company’s employees, directors and consultants was approximately $211,000 and $367,000, respectively. Of this amount, during the nine months ended June 30, 2023 and 2022, $55,000 and $123,000, respectively, were recorded as research and development expense, and $156,000 and $245,000, respectively were recorded as general and administrative expense in the Company’s Consolidated Statements of Operations. During the nine months ended June 30, 2023 and 2022, no options awarded were exercised. As of June 30, 2023, there is approximately $200,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. That cost is expected to be recognized over a weighted average period of 2.11 years. Restricted Stock Restricted stock activity under the 2013 Plan for the three months ended June 30, 2023 and 2022, in shares, follows: Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 - 157 Vested - (47 ) Non Vested at June 30, 2023 and 2022 - 110 The weighted grant date fair value average of the restricted stock for the three months ended June 30, 2023 and 2022 follows: Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 $ - $ 160.00 Vested - (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 Restricted stock activity under the 2013 Plan for the nine months ended June 30, 2023 and 2022, in shares, follows: Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 32 282 Vested (32 ) (172 ) Non Vested at June 30, 2023 and 2022 - 110 The weighted grant date fair value average of the restricted stock for the nine months ended June 30, 2023 and 2022 follows: Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 Vested (144.00 ) (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 For the three months ended June 30, 2023 and 2022, compensation expense recorded for the restricted stock awards was approximately $0 and $10,000, respectively. For the nine months ended June 30, 2023 and 2022, compensation expense recorded for the restricted stock awards was approximately $3,000 and $30,000, respectively. | 14. STOCK-BASED COMPENSATION 2013 Stock Incentive Plan On June 18, 2013, the Company established the 2013 Stock Incentive Plan (the “ 2013 Plan Board The exercise price of each option is equal to the closing price of a share of our common stock on the date of grant. Share-based awards During the year ended September 30, 2022, the Company granted 297 options to employees and directors and 532 options to consultants to purchase shares of common stock under the 2013 Plan . Share-based compensation expense for awards granted during the year ended September 30, 2022 was based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. The following assumptions were used to calculate the fair value of share-based compensation for the year ended September 30, 2022; expected volatility, 79.44% - 119.44%, risk-free interest rate, 0.13% - 2.85%, expected dividend yield, 0%, expected term, 5.6 years. Common Stock Options Stock compensation activity under the 2013 Plan for the year ended September 30, 2022 follows: Option Weighted Average Average Remaining Weighted Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2021 15,562 $ 464.00 1.83 $ 140,151 Awarded 829 $ 48.00 Forfeited/Cancelled (4,062 ) $ 560.00 Outstanding at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 Vested at September 30, 2022 10,316 $ 464.00 1.52 $ - Vested and expected to vest at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 As of September 30, 2022, 5,171 shares are available for future grants under the 2013 Plan. Share-based compensation expense recorded in the Company’s Consolidated Statements of Operations for the year ended September 30, 2022 and 2021 resulting from stock options awarded to the Company’s employees, directors and consultants was approximately $459,000 and $391,000, respectively. Of this amount during the years ended September 30, 2022 and 2021, $148,000 and $124,000, respectively, were recorded as research and development expenses, and $311,000 and $267,000, respectively were recorded as general and administrative expenses in the Company’s Consolidated Statements of Operations. During the years ended September 30, 2022 and 2021, no stock options awarded under the 2013 Stock Incentive Plan were exercised for cash. During the years ended September 30, 2022 and 2021, no stock options awarded under the 2013 Stock Incentive Plan were exercised on a cashless basis. As of September 30, 2022, there is approximately $181,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. That cost is expected to be recognized over a weighted average period of 2.47 years. Restricted Stock On October 14, 2020, the Company awarded 32 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and vested 90 days from the date of the award. On January 27, 2021, the Company awarded 313 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and vested immediately. On July 30, 2021, the Company awarded 94 shares of Restricted Stock to an employee. The shares subject to this grant were awarded under the 2013 Plan and 32 shares vest on each of the following dates: January 12, 2022, July 12, 2022 and January 12, 2023. On September 27, 2021, the Company awarded 188 shares of Restricted Stock to a consultant. The shares subject to this grant were awarded under the 2013 Plan and 1/12 Restricted stock activity in shares under the 2013 Plan for the years ended September 30, 2022 and 2021 follows: 2022 2021 Non Vested at September 30, 2021 and 2020 282 Awarded - 625 Vested (250 ) (344 ) Forfeited - - Non Vested at September 30, 2022 and 2021 32 282 The weighted average restricted stock award date fair value information for the years ended September 30, 2022 and 2019 follows: 2022 2021 Non Vested at September 30, 2021 and 2020 $ 160.00 $ - Awarded 208.00 Vested (160.00 ) (256.00 ) Forfeited - Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 For the years ended September 30, 2022 and 2021 compensation expense recorded for the restricted stock awards was approximately $40,000 and $105,000, respectively. As of September 30, 2022, there is approximately $3,000 of unrecognized compensation expense related to unvested stock-based compensation arrangements granted under the 2013 Plan. |
Note 7 - Registered Direct Offe
Note 7 - Registered Direct Offerings | 9 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 7. REGISTERED DIRECT OFFERINGS On September 30, 2016, the Company filed a registration statement with the SEC utilizing a “shelf” registration process, which was subsequently declared effective by the SEC on October 20, 2016 (such registration statement, the “ Shelf Registration Statement On February 20, 2017, the Company entered into a Securities Purchase Agreement (the “ 2017 2017 Investors 2017 Financing Series F Warrant 2017 Warrants 2017 Warrant Shares On June 28, 2018, the Company entered into a Securities Purchase Agreement (“ 2018 SPA eight 2018 Investors 2018 Financing Series G Warrant 2018 Warrants 2018 Warrant Shares On May 12, 2019, the Company entered into a Securities Purchase Agreement (“ 2019 SPA five 2019 Investors 2019 Financing Series H Warrant 2019 Warrants 2019 2019 Warrant Shares On March 10, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each holder (the “Warrantholders”) of the Company’s outstanding Series G Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $1,120.00 per share (the “Series G Warrants”) and the Company’s outstanding Series H Warrants to purchase shares of Common Stock at an exercise price of $640.00 per share (the “Series H Warrants” and, together with the Series G Warrants, the “Warrants”). Pursuant to the Exchange Agreements, the Warrantholders exchanged 4,252 Series G Warrants for 426 shares of Common Stock and 5,385 Series H Warrants for 1,078 shares of Common Stock. All 3,495 remaining Series F Warrants expired during the fiscal year ended September 30, 2022. |
Note 8 - Derivative Liabilities
Note 8 - Derivative Liabilities | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Derivatives and Fair Value [Text Block] | 8. Derivative Liabilities The Company accounted for the Series F Warrants, Series G Warrants and the Series H Warrants in accordance with ASC 815-10. Since the Company was required to purchase its Series F Warrants, Series G Warrants and Series H Warrants for an amount of cash equal to $288.00, $176.00 and $85.28, respectively, for each share of Common Stock (the "Minimum Value") they are recorded as liabilities at the greater of the Minimum Value or fair value. They are marked to market each reporting period through the Consolidated Statement of Operations. On the respective closing dates of June 28, 2018 and May 12, 2019, respectively, the derivative liabilities related to the Series G Warrants and Series H Warrants were recorded at an aggregate fair value of $1,628,113. Given that the fair value of the derivative liabilities was less than the net proceeds, the remaining proceeds were allocated to Common Stock and additional paid-in-capital. On March 10, 2023, Arch Therapeutics, Inc. entered into exchange agreements (the “Exchange Agreements”) with each holder (the “Warrantholders”) of the Company’s outstanding Series G Warrants to purchase shares of the Company’s common stock, par value $0.001 per share at an exercise price of $1,120.00 per share and the Company’s outstanding Series H Warrants to purchase shares of Common Stock at an exercise price of $640.00 per share. Pursuant to the Exchange Agreements, the Warrantholders exchanged 4,252 Series G Warrants for 426 shares of Common Stock and 5,385 Series H Warrants for 1,078 shares of Common Stock. During the three and nine months ended June 30, 2023, $0 and $1,158,197, respectively was recorded to gain on extinguishment of derivative liability for the exchange of the Series G warrants and Series H warrants and $49,278 was recorded as part of shareholder’s deficit. During the three and nine months ended June 30, 2022, $0 and $1,000,000, respectively was recorded to decrease the fair value of derivative liability related to the expired Series F warrants. Fair Value Measurements Using Significant Unobservable Inputs Nine Months Ended June 30, 2023 (Level 3) Series G Series H Beginning balance at September 30, 2022 $ 748,275 $ 459,200 Exchange of warrants into common stock (13,948 ) (35,330 ) Extinguishment of derivative liabilities (734,327 ) (423,870 ) Ending balance at June 30, 2023 $ - $ - Fair Value Measurements Using Significant Unobservable Inputs - Nine Months Ended June 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments to estimated fair value - - - Expiration of derivative liability (1,000,000 ) - - Ending balance at June 30, 2022 $ - $ 748,275 $ 459,200 As of March 10, 2023 and September 30, 2022, the derivative liabilities were valued at the greater of their minimum value or by using the Black Scholes Model with the following assumptions. As of March 10, 2023, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 32.80 $ 32.80 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 179.41 % 141.03 % Risk-free interest rate 4.91 % 4.75 % Dividend yield - - Remaining expected term of underlying securities (years) 0.24 1.31 As of September 30, 2022, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 | 7. Derivative Liabilities The Company accounted for the Series F Warrants, Series G Warrants and the Series H Warrants in accordance with ASC 815-10. Since the Company may be required to purchase its Series F Warrants, Series G Warrants and Series H Warrants for an amount of cash equal to $288.00, $176.00 and $85.28, respectively, for each share of Common Stock (“Minimum”) they are recorded as liabilities at the greater of the Minimum or fair value. They are marked to market each reporting period through the Consolidated Statement of Operations. During the year ended September 30, 2022, the Company recognized income of $1,000,000 for the expiration of the Series F Warrants. On the respective closing dates, the derivative liabilities related to the Series G Warrants and Series H Warrants were recorded at an aggregate fair value of $1,628,113. Given that the fair value of the derivative liabilities was less than the net proceeds, the remaining proceeds were allocated to Common Stock and additional-paid-in-capital. For the fiscal year ended September 30, 2021, the Company recorded income of $108,944 in connection with the decrease in the fair value of the derivative liability. Fair Value Measurements Using Significant Unobservable Inputs - Year Ended September 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments for the expiration of warrant (1,000,000 ) - - Ending balance at September 30, 2022 $ - $ 748,275 $ 459,200 Fair Value Measurements Using Significant Unobservable Inputs Year Ended September 30, 2021 (Level 3) Series F Series G Series H Beginning balance at September 30, 2020 $ 1,000,000 $ 748,275 $ 568,144 Issuances - - - Adjustments to estimated fair value - - (108,944 ) Ending balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 The derivative liabilities are recorded as liabilities at September 30, 2022 using the greater of the minimum value or the Black Scholes Model with the following assumptions. As of September 30, 2022, the derivative liabilities are recorded at their minimum value. Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 During the year ended September 30, 2022, the Series F Warrants expired. The derivative liabilities are recorded as liabilities at September 30, 2021 using the greater of the minimum value or the Black Scholes Model with the following assumptions. As of September 30, 2021, the derivative liabilities are recorded at their minimum value. Series F Series G Series H Closing price per share of Common Stock $ 0.96 $ 0.96 $ 0.96 Exercise price per share $ 1,200.00 $ 1,120.00 $ 640.00 Expected volatility 90.28 % 87.40 % 86.59 % Risk-free interest rate 0.04 % 0.19 % 0.41 % Dividend yield - - - Remaining expected term of underlying securities (years) 0.34 1.70 2.58 |
Note 9 - October 2019 Registere
Note 9 - October 2019 Registered Direct Offering | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Stockholders Equity Note Direct Offering 2019 October [Text Block] | 9. OCTOBER 2019 REGISTERED DIRECT OFFERING On October (the October 2019 SPA ) seven October 2019 Investors October 2019 Financing Series I Warrant October 2019 Warrant Shares five The gross proceeds to the Company from the October 2019 Financing, which were received as of October 18, 2019, were approximately $2.5 million before deducting financing costs of approximately $333,000 which includes approximately $158,000 of placement fees. The number of shares of the Company’s Common Stock into which each of the Series I Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series I Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). The Company engaged H.C. Wainwright as its exclusive institutional investor placement agent (the “ Placement Agent 2019 Engagement Agreement During the three and nine months ended June 30, 2023 and 2022, no Equity Value of Warrants The Company accounted for the Series I Warrants and the Placement Agent Warrants relating to the aforementioned October 2019 Financing in accordance with ASC 815-40. Because the Series I Warrants and the Placement Agent Warrants are indexed to the Company’s Common Stock, they are classified within stockholders’ deficit in the accompanying consolidated financial statements. | 8. OCTOBER 2019 REGISTERED DIRECT OFFERING On October 16, 2019, the Company entered into a Securities Purchase Agreement (the “ October 2019 SPA October 2019 Investors October 2019 Financing one Series I Warrant October 2019 Warrant Shares Placement Agent Warrants five The gross proceeds to the Company from the October 2019 Financing, which were received as of October 18, 2019, were approximately $2.5 million before deducting financing costs of approximately $333,000 which includes approximately $158,000 of placement fees. The number of shares of the Company’s Common Stock into which each of the Series I Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series I Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). The Company engaged H.C. Wainwright as its exclusive institutional investor placement agent (the “ Placement Agent 2019 Engagement Agreement During the year ended September 30, 2022, no Series I Warrants or Placement Agent Warrants have been exercised. As of September 30, 2022, up to 8,929 and 670 shares may be acquired upon the exercise of the Series I Warrants and Placement Agent Warrants, respectively. Common Stock At October 18, 2019 the Closing Date of the October 2019 Financing, the Company issued 8,929 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series I Warrants and the Placement Agent Warrants relating to the aforementioned October 2019 Registered Direct Offering in accordance with ASC 815-40. Because the Series I Warrants and the Placement Agent Warrants are indexed to the Company’s stock, they are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. |
Note 10 - 2021 Registered Direc
Note 10 - 2021 Registered Direct Offerings | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
Equity [Text Block] | 7. REGISTERED DIRECT OFFERINGS On September 30, 2016, the Company filed a registration statement with the SEC utilizing a “shelf” registration process, which was subsequently declared effective by the SEC on October 20, 2016 (such registration statement, the “ Shelf Registration Statement On February 20, 2017, the Company entered into a Securities Purchase Agreement (the “ 2017 2017 Investors 2017 Financing Series F Warrant 2017 Warrants 2017 Warrant Shares On June 28, 2018, the Company entered into a Securities Purchase Agreement (“ 2018 SPA eight 2018 Investors 2018 Financing Series G Warrant 2018 Warrants 2018 Warrant Shares On May 12, 2019, the Company entered into a Securities Purchase Agreement (“ 2019 SPA five 2019 Investors 2019 Financing Series H Warrant 2019 Warrants 2019 2019 Warrant Shares On March 10, 2023, the Company entered into exchange agreements (the “Exchange Agreements”) with each holder (the “Warrantholders”) of the Company’s outstanding Series G Warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $1,120.00 per share (the “Series G Warrants”) and the Company’s outstanding Series H Warrants to purchase shares of Common Stock at an exercise price of $640.00 per share (the “Series H Warrants” and, together with the Series G Warrants, the “Warrants”). Pursuant to the Exchange Agreements, the Warrantholders exchanged 4,252 Series G Warrants for 426 shares of Common Stock and 5,385 Series H Warrants for 1,078 shares of Common Stock. All 3,495 remaining Series F Warrants expired during the fiscal year ended September 30, 2022. | |
The 2021 Registered Direct Offering [Member] | ||
Notes to Financial Statements | ||
Equity [Text Block] | 10. 2021 REGISTERED DIRECT OFFERING On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “ 2021 SPA 2021 Investors Series K Warrants Warrant Shares 2021 Financing 2021 Engagement Agreement Placement Agent Warrants The 2021 SPA contained certain restrictions on the Company’s ability to conduct subsequent sales of the Company’s equity securities. In particular, we were prohibited from entering into or effecting a Variable Rate Transaction (as defined in the 2021 SPA) until February 11, 2022; provided, however, the Company may enter into and effect an at-the-market offering facility with the Placement Agent. The number of shares of the Company’s Common Stock into which each of the Series K Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series K Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). During the three and nine months ended June 30, 2023, no Common Stock On February 17, 2021, the Closing Date of the 2021 Financing, the Company issued 26,954 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series K Warrants and the Placement Agent 2 Warrants relating to the aforementioned February 2021 Registered Direct Offering in accordance with ASC 815-40, Derivatives and Hedging | 9. 2021 REGISTERED DIRECT OFFERING On February 11, 2021, the Company entered into a Securities Purchase Agreement (the “ 2021 SPA 2021 Investors Series K Warrants Warrant Shares 2021 Financing 2021 Engagement Agreement Placement Agent Warrants The 2021 SPA contained certain restrictions on the Company’s ability to conduct subsequent sales of the Company’s equity securities. In particular, we were prohibited from entering into or effecting a Variable Rate Transaction (as defined in the 2021 SPA) until February 11, 2022; provided, however, the Company may enter into and effect an at-the-market offering facility with the Placement Agent. The number of shares of the Company’s Common Stock into which each of the Series K Warrants is exercisable and the exercise price therefore are subject to adjustment, as set forth in the Series K Warrants, including adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). During the fiscal year ended September 30, 2022, no Series K Warrants or 2021 Placement Agent Warrants had been exercised. As of September 30, 2022, up to 20,215 and 2,022 shares may be acquired upon the exercise of the Series K Warrants and Placement Agent Warrants, respectively. Common Stock On February 17, 2021 the Closing Date of the 2021 Financing, the Company issued 26,954 shares of Common Stock. Equity Value of Warrants The Company accounted for the Series K Warrants and the Placement Agent 2 Warrants relating to the aforementioned February 2021 Registered Direct Offering in accordance with ASC 815-40, Derivatives and Hedging |
Note 11 - 2022 Convertible Note
Note 11 - 2022 Convertible Note Offering, Second Notes Offering, and Third Notes Offering | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes 2022 [Member] | ||
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 11. 2022 CONVERTIBLE NOTE OFFERING, SECOND NOTES OFFERING, AND THIRD NOTES OFFERING On July 7, 2022, the Company announced that it had entered into a Securities Purchase Agreement (the “2022 SPA”) with certain institutional and accredited individual investors (collectively, the “2022 Investors”) providing for the issuance and sale by the Company to the 2022 Investors of (i) Senior Secured Convertible Promissory Notes (each a “2022 Note” and collectively, the “2022 Notes”) in the aggregate principal amount of $4.23 million, which includes an aggregate $0.705 million original issue discount in respect of the 2022 Notes; (ii) warrants (the “2022 Warrants”), to purchase an aggregate of 53,195 shares (the “2022 Warrant Shares”) of Common Stock; and (iii) 7,979 shares of Common Stock (the “2022 Inducement Shares”) equal to 15% of the principal amount of the 2022 Notes divided by the closing price of the Common Stock immediately prior to the Closing Date (as defined below). The 2022 Notes, 2022 Warrants and 2022 Inducement Shares were issued as part of a convertible note offering authorized by the Company’s board of directors (the “2022 Convertible Note Offering”). The aggregate gross proceeds for the sale of the 2022 Notes, 2022 Warrants and 2022 Inducement Shares was approximately $3.5 million, before deducting debt issuance costs of $775,000 consisting of fair value of the placement agent’s warrants of approximately $220,000 and other estimated fees and offering expenses payable by the Company of approximately $555,000. The closing of the sales of these securities under the 2022 SPA occurred on July 6, 2022 (the “2022 Closing Date”). On January 18, 2023, the Company entered into Amendment No. 1 to the 2022 SPA (the “Amendment” and, together with the 2022 SPA, the “Amended 2022 SPA”), with certain Investors in connection with the Second Closing of the 2022 Convertible Note Offering for the issuance and sale by the Company to such Investors of an aggregate of (i) Unsecured Convertible Promissory Notes (each a “Second Note” and collectively, the “Second Notes”) in the aggregate principal amount of $636,000, which includes an aggregate $106,000 original issue discount in respect of the Second Notes; (ii) warrants (the “Second Warrants”) to purchase an aggregate of 15,996 shares (the “Second Warrant Shares”) of Common Stock; and (iii) 1,200 shares of Common Stock (the “Second Inducement Shares”). The aggregate gross proceeds for the sale of the Second Notes, Second Warrants and Second Inducement Shares was approximately $530,000, before deducting the placement agent’s fees and other estimated fees and offering expenses payable by the Company of approximately $15,000. The second closing of the sales of these securities under the Amended 2022 SPA occurred on January 18, 2023 (the “Second Closing Date”). On May 15, 2023, the Company entered into Amendment No. 2 to the 2022 SPA related to the 2022 Convertible Note Offering (the “Second Amendment” and, together with the Amendment and the 2022 SPA, the “Second Amended 2022 SPA”), with an Investor in connection with the third closing of the 2022 Convertible Note Offering for the issuance and sale by the Company to an Investor of an aggregate of (i) Unsecured Convertible Promissory Notes (each a “Third Note” and collectively, the “Third Notes”) in the aggregate principal amount of $702,720, which includes an aggregate $214,720 original issue discount in respect of the Third Notes; (ii) warrants (the “Third Warrants”) to purchase an aggregate of 17,675 shares (the “Third Warrant Shares”) of Common Stock; and (iii) 1,326 shares of Common Stock (the “Third Inducement Shares”). The aggregate gross proceeds for the sale of the Third Notes, Third Warrants and Third Inducement Shares was approximately $488,000, before deducting any estimated fees and offering expenses payable by the Company. The Company did not engage a placement agent in connection with the issuance of the Third Notes, Third Warrants, and Third Inducement Shares. The third closing of the sales of these securities under the Amended SPA occurred on May 15, 2023 (the “Third Closing Date”).The 2022 Notes, the Second Notes and the Third Notes bear interest on the unpaid principal balance at a rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Closing Date until the 2022 Notes, Second Notes and Third Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an event of default under the 2022 Notes, Second Notes and Third Notes. Any amount of principal or interest on the 2022 Notes, the Second Notes and Third Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2022 Notes, the Second Notes and the Third Notes are convertible into shares of Common Stock at the option of each holder of the 2022 Notes, the Second Notes, and the Third Notes from the date of issuance at $73.12 (the “Conversion Price”) through the later of (i) January 6, 2024 (the “Maturity Date”) or (ii) the date of payment of the Default Amount (as defined in the 2022 Notes); provided, however, certain 2022 Notes, Second Notes and Third Notes include a provision preventing such conversion if, as a result, the holder, together with its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than 4.99% or 9.99% of the Common Stock (as applicable, the “Ownership Limitation”) immediately after giving effect to the Conversion; and provided further, the holder, upon notice to us, may increase or decrease the Ownership Limitation; (i) the Ownership Limitation may only be increased to a maximum of 9.99% of the Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The Conversion Price is subject to adjustment as set forth in the 2022 Notes, Second Notes, and Third Notes. The 2022 Notes, Second Notes and Third Notes contain customary events of default, which include, among other things, (i) the Company’s failure to pay when due any principal or interest payment under the 2022 Notes, Second Notes, and Third Notes; (ii) our insolvency; (iii) delisting of the Company’s Common Stock; (iv) the Company’s breach of any material covenant or other material term or condition under the 2022 Notes, Second Notes and/or Third Notes; and (v) the Company’s breach of any representations or warranties under the 2022 Notes, Second Notes and Third Notes which cannot be cured within five (5) days. Further, events of default under the 2022 Notes, Second Notes and Third Notes also include (i) the unavailability of Rule 144 on or after January 6, 2023; (ii) our failure to deliver the shares of Common Stock to the 2022 Notes, Second Notes, and/or Third Notes holder upon exercise by such holder of its conversion rights under the 2022 Notes, Second Notes, and/or Third Notes; (iii) our loss of the “bid” price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) our failure to complete an uplisting of our Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American by August 31, 2023 (as amended) (an “Uplist Transaction”). The 2022 Warrants, Second Warrants and Third Warrants (i) have an exercise price of $79.52 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance; and (iv) have a provision preventing the exercisability of such 2022 Warrants, the Second Warrants and the Third Warrants if, as a result of the exercise of the 2022 Warrants, Second Warrants, and/or Third Warrants , the holder, together with its affiliates and any other persons whose beneficial ownership of our Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than the Ownership Limitation. The holder, upon notice to us, may increase or decrease the Ownership Limitation; provided that (i) the Ownership Limitation may only be increased to a maximum of 9.99% of our Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The number of shares of Common Stock into which each of the 2022 Warrants, Second Warrants, and Third Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the 2022 Warrants, Second Warrants, and Third Warrants, including standard antidilution provisions, and adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In the event of a Fundamental Transaction (as defined in the 2022 Warrants, Second Warrants, and Third Warrants) holders of the 2022 Warrants, Second Warrants, and Third Warrants would be entitled to receive alternate consideration in connection with such Fundamental Transaction, but only to the extent that holders of our Common Stock were entitled to receive the same. Moreover, as long as the 2022 Notes, Second Notes, and Third Notes, and 2022 Warrants, Second Warrants, and Third Warrants remaining outstanding, upon the issuance of any security in connection with any potential future financing activity on terms more favorable than the existing terms, the Company has an obligation to notify the holders of the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, Second Warrants, and Third Warrants of such more favorable terms, and to use best efforts to effect such terms in the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, Second Warrants, and Third Warrants. Finally, because of the Company’s net loss position, the shares underlying the 2022 Notes, Second Notes, and Third Notes on an as converted basis are excluded from the calculation of basic and fully diluted earnings per share. Similarly, because of the Company’s net loss position, there was no impact on the calculation of basic and fully diluted earnings per share related to the classification of the 2022 Warrants, Second Warrants, and Third Warrants as participating securities. The Company retained a placement agent in connection with the private placement of $2.4 million of the 2022 Notes to the institutional investors. The Company paid the 2022 Placement Agent 10% of the gross proceeds received from certain institutional investors, or $240,000 and we also reimbursed the 2022 Placement Agent approximately $58,000 for non-accountable banking fees, legal fees and other expenses. In addition, we issued 2022 Placement Agent Warrants to purchase an aggregate of 3,939 shares of Common Stock. An additional $1.1 million was raised in connection with the placement of the private placement notes, which included certain accredited investors some of which were Board members and executive officers of the Company. Board member, Laurence Hicks, and executive officers, Terrence W. Norchi and Michael S. Abrams, invested in the 2022 Notes. The investment made in the 2022 Notes made by the Board member and executive officers totaled $80,000. The Company’s agreement with the 2022 Placement Agent was still effective at the time of the private placement of $0.5 million of the Second Notes to certain institutional investors. Per the terms of a termination agreement dated February 21, 2023 by and between the Company and the 2022 Placement Agent (the “Placement Agent Termination Agreement”), the Company owes the 2022 Placement Agent 10% of the gross proceeds received from certain institutional investors, or $50,000, and, such amount was deferred until the Company completes an additional financing with gross proceeds of at least $1 million. In addition, per the Placement Agent Termination Agreement, we agreed to issue 2022 Placement Agent Warrants to purchase an aggregate of 821 shares of Common Stock. In addition, as a part of the 2022 Convertible Note Offering, certain holders of the Company’s 10% Series 2 Convertible Notes agreed to exchange their Series 2 Notes for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “Exchanged Notes”). The Exchanged Notes are convertible into 9,571 shares of Common Stock at a conversion price of $73.12. The holders of the Exchanged Notes did not receive warrants or inducement shares. In connection with the issuance of the Exchanged Notes, the holders of the Series 2 Notes that participated in the exchange, entered into a subordination agreement on July 6, 2022 (the “Closing Date”) to subordinate their rights in respect of the Exchanged Notes to the rights of the Investors in respect of the 2022 Notes. As of July 7, 2022, approximately $600,000 of the Series 2 Notes and accrued interest of approximately $100,000 were included in the exchange. Further, in connection with the 2022 Convertible Note Offering, we initially were required to complete an Uplist Transaction by February 15, 2023 under the terms of the 2022 Notes. If we are unable to complete or secure an extension to the Uplist Transaction deadline, then the 2022 Notes, Second Notes, and Third Notes will become immediately due and payable and we will be obligated to pay to each holder of the 2022 Notes, Second Notes, and Third Notes an amount equal to 125%, multiplied by the sum of the outstanding principal amount of the 2022 Notes, Second Notes, and Third Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2022 Notes, Second Notes, and Third Notes to the date of payment, plus any default interest and any other amounts owed to the holder, payable in cash or shares of Common Stock. The Company has secured waivers from all required holders of the 2022 Notes, Second Notes, and Third Notes to extend the deadline to complete an uplist from (i) February 15, 2023 to March 15, 2023, (ii) March 15, 2023 to April 15, 2023, (iii) April 15, 2023 to May 15, 2023, (iv) May 15, 2023 to June 15, 2023, (v) June 15, 2023 to July 1, 2023, (vi) July 1, 2023 to July 31, 2023 and (vii) July 31, 2023 to August 31, 2023. No consideration was paid by the Company in connection with any of the Uplist Transaction deadline extensions. On March 10, 2023, the Company entered into an amendment (“Amendment No. 2 to the First Notes”) with the required holders of the Company’s outstanding 2022 Notes issued in connection with a private placement financing the Company completed on July 6, 2022 (the “First Closing”). On March 10, 2023, the Company also entered into an amendment (“Amendment No. 2 to the Second Notes” and, together with Amendment No. 2 to the First Notes, “Amendment No. 2 to the 2022 Notes”) with each of the required holders of Company’s outstanding Second Notes issued in connection with a private placement financing the Company completed on January 18, 2023. Under Amendment No. 2 to the 2022 Notes, the following amendments to the 2022 Notes, and Second Notes will be effective at the moment in time immediately preceding the consummation of the offering in connection with the uplist of the Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (the “Uplist Transaction”). If a holder of the 2022 Notes and/or the Second Notes elects to participate in the Uplist Transaction (each, a “Participating Holder”) for an amount equal to no less than 50% of the Participating Holder’s original investment amount in the 2022 Convertible Note Offering, such holder will be entitled to repayment of the principal amount of their 2022 Notes and/or Second Notes upon closing of the Uplist Transaction. In addition, the Company will issue to each Participating Holder a new convertible promissory note equal to the product of 2.4 and the sum of any prepayment premiums and total interest payable on such Participating Holder’s 2022 Notes and/or Second Notes (the “2023 Notes”). The 2023 Notes will have a maturity date of July 6, 2024 and will be on substantially the same terms as the Second Notes. For non-Participating Holders (each, a “Non-Participating Holder”), the maturity date of the 2022 Notes and/or Second Notes held by such Non-Participating Holder will be extended to July 6, 2024. Further, each Non-Participating Holder will waive their right to demand repayment of any portion of the outstanding balance of such holder’s 2022 Notes and Second Notes upon an Uplist Transaction. Notwithstanding the foregoing, if the registration statement filed in connection with the Uplist Transaction is not declared effective by 11:59 P.M. (EST) on June 15, 2023 (the “Amendment No. 2 Termination Date”), Amendment No. 2 to the 2022 Notes will automatically terminate and shall be of no further force or effect without any further action by the Company or the Requisite Holders, provided, that the Amendment No. 2 Termination Date may be extended by the written approval of the Company and required holders of the 2022 Notes, Second Notes and Third Notes which purchased at least 50% plus $1.00 of the 2022 Notes, Second Notes, and Third Notes based on the initial principal amounts thereunder (the “Requisite Holders”). Amendment No. 2 to the 2022 Notes was superseded by Amendment No. 8 to the 2022 Notes, Amendment No. 8 to the Second Notes and Amendment No. 3 to the Third Notes, and therefore, it is of no further force or effect. During the three months ended June 30, 2023, the Company recorded interest expense on the 2022 Notes, the Second Notes, and the Third Notes of approximately $784,000 consisting of accrued interest of approximately $150,000 and accretion of original issue debt discount and issuance costs of approximately $634,000. During the nine months ended June 30, 2023, the Company recorded interest expense on the 2022 Notes, the Second Notes, and the Third Notes of approximately $1,893,000 consisting of accrued interest of approximately $413,000 and accretion of original issue debt discount and issuance costs of approximately $1,480,000. Allocation of Proceeds The Company accounted for the 2022 Notes, Second Notes, and Third Notes, and the 2022 Warrants, the Second Warrants, and the Third Warrants, and the 2022 Inducement Shares, Second Inducement Shares and the Third Inducement Shares in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The 2022 Inducement Shares, the Second Inducement Shares, and the Third Inducement Shares and the 2022 Warrants, the Second Warrants, and the Third Warrants which are indexed to the Company’s stock, are classified within stockholders’ deficit in the accompanying consolidated financial statements. The allocated value of the 2022 Inducement Shares and the 2022 Warrants are $314,523 and $1,470,133, respectively. The allocated value of the Second Inducement Shares and the Second Warrants are $25,840 and $256,439, respectively. The allocated value of the Third Inducement Shares and the Third Warrants are $18,394 and $164,136, respectively. The allocated value of the 2022 Notes of $1,740,344 are allocated as short-term liabilities in the accompanying consolidated financial statements. The allocated value of the Second Notes of $247,721 are allocated as short-term liabilities in the accompanying consolidated financial statements. The allocated value of the Third Notes of $305,470 is allocated as short-term liabilities in the accompanying consolidated financial statements The fair value of the 2022 Placement Agent Warrants and the Second Placement Agent Warrants of $219,894 and $28,093, respectively, are being accounted for as debt issuance costs and are classified within stockholders’ deficit in the accompanying consolidated financial statements. As of June 30, 2023 and September 30, 2022, the net carrying amount of the 2022 Notes was $2,945,448 and $1,662,492, respectively, with unamortized debt discount and issuance costs of $1,284,552 and $2,567,507, respectively. Effective September 30, 2022, the Company reclassified the carrying amount of the Exchanged Notes of $699,781 (see Note 12) that were previously included in 2022 Notes payable to Unsecured convertible notes. After the reclassification, the Unsecured convertible notes included both the Second Notes and the Exchanged Notes. As of June 30, 2023, the net carrying amount of the Second Notes was $345,845 with unamortized debt discount and issuance costs of $290,155, all of which is included in Unsecured convertible notes. In addition, as of June 30, 2023, the net carrying amount of the Third Notes was $355,992 with unamortized debt discount and issuance costs of $346,728, all of which is included in Unsecured convertible notes. The 2022 Warrants and the 2022 Placement Agent Warrants were valued as of July 6, 2022 2022 Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 The Second Warrants and the Second Placement Agent Warrants were valued as of January 18, 2023 Second Warrants Second Placement Agent Warrants Closing price per share of Common Stock $ 46.08 $ 46.08 Exercise price per share $ 79.52 $ 80.48 Expected volatility 111.31 % 111.31 % Risk-free interest rate 3.43 % 3.43 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 The Third Warrants were valued as of May 15, 2023 Third Warrants Closing price per share of Common Stock $ 22.16 Exercise price per share $ 79.52 Expected volatility 114.33 % Risk-free interest rate 3.46 % Dividend yield - Remaining expected term of underlying securities (years) 5.0 | 10. 2022 CONVERTIBLE NOTE OFFERING On July 7, 2022, the Company announced that it had entered into a Securities Purchase Agreement (the “2022 SPA 2022 Investors 2022 Note 2022 Notes 2022 Warrants 2022 Warrant Shares 2022 Inducement Shares 2022 Note Offering 2022 Closing Date The 2022 Notes bear interest on the unpaid principal balance at a rate equal to ten percent (10%) (computed on the basis of the actual number of days elapsed in a 360-day year) per annum accruing from the Closing Date until the 2022 Notes become due and payable at maturity or upon their conversion, acceleration or by prepayment, and may become due and payable upon the occurrence of an event of default under the 2022 Notes. Any amount of principal or interest on the 2022 Notes which is not paid when due shall bear interest at the rate of the lesser of (i) eighteen percent (18%) per annum or (ii) the maximum amount allowed by law from the due date thereof until payment in full. The 2022 Notes are convertible into shares of Common Stock at the option of each holder of the 2022 Notes from the date of issuance at $73.12 (the “ Conversion Price Maturity Date provided, however Ownership Limitation provided further provided that The 2022 Notes contain customary events of default, which include, among other things, (i) our failure to pay when due any principal or interest payment under the 2022 Notes; (ii) our insolvency; (iii) delisting of our Common Stock; (iv) our breach of any material covenant or other material term or condition under the 2022 Notes; and (v) our breach of any representations or warranties under the 2022 Notes which cannot be cured within five (5) days. Further, events of default under the 2022 Notes also include (i) the unavailability of Rule 144 on or after six (6) months from the First Closing Date or January 6, 2023; (ii) our failure to deliver the shares of Common Stock to the 2022 Note holder upon exercise by such holder of its conversion rights under the 2022 Note; (iii) our loss of the “bid” price for its Common Stock and/or a market and such loss is not cured during the specified cure periods; and (iv) our failure to complete an uplisting of our Common Stock to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American by February 15, 2023 (an “ Uplist Transaction The 2022 Warrants (i) have an exercise price of $79.52 per share; (ii) have a term of exercise equal to 5 years after their issuance date; (iii) became exercisable immediately after their issuance; and (iv) have a provision preventing the exercisability of such 2022 Warrant if, as a result of the exercise of the 2022 Warrant, the holder, together with its affiliates and any other persons whose beneficial ownership of our Common Stock would be aggregated with the holder’s, would be deemed to beneficially own more than the Ownership Limitation. The holder, upon notice to us, may increase or decrease the Ownership Limitation; provided that (i) the Ownership Limitation may only be increased to a maximum of 9.99% of the outstanding shares of our Common Stock; and (ii) any increase in the Ownership Limitation will not become effective until the 61st day after delivery of such waiver notice. The number of shares of Common Stock into which each of the 2022 Warrants is exercisable and the exercise price therefor are subject to adjustment as set forth in the 2022 Warrants, including standard antidilution provisions, and adjustments for stock subdivisions or combinations (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise). In the event of a Fundamental Transaction (as defined in the 2022 Warrants) holders of the 2022 Warrants would be entitled to receive alternate consideration in connection with such Fundamental Transaction, but only to the extent that holders of our Common Stock were entitled to receive the same. Moreover, as long as the 2022 Notes and 2022 Warrants remaining outstanding, upon the issuance of any security in connection with any potential future financing activity on terms more favorable than the existing terms, the Company has an obligation to notify the holders of the 2022 Notes and 2022 Warrants of such more favorable terms and to use best efforts to effect such terms in the 2022 Notes and 2022 Warrants. Finally, because of the Company’s net loss position, the shares underlying the 2022 Notes on an as converted basis are excluded from the calculation of basic and fully diluted earnings per share. Similarly, because of the Company’s net loss position, there was no impact on the calculation of basic and fully diluted earnings per share related to the classification of the 2022 Warrants as participating securities. The Company retained a placement agent in connection with the private placement of $2.4 million of the 2022 Notes to the institutional investors. The Company paid the 2022 Placement Agent 10% of the gross proceeds in the 2022 Placement Agent from certain institutional investors, or $240,000 and we also reimbursed the 2022 Placement Agent approximately $58,000 for non-accountable banking fees, legal fees and other expenses. In addition, we issued 2022 Placement Agent Warrants to purchase an aggregate of 3,939 shares of Common Stock. An additional $1.1 million was raised in connection with the placement of the private placement notes, which included certain accredited investors some of which were Board members and executive officers of the Company. Board member, Laurence Hicks, and executive officers, Terrence W. Norchi and Michael S. Abrams, invested in the 2022 Senior Secured Convertible Notes. The investment made in the 2022 Senior Secured Convertible Notes made by the Board member and executive officers totaled $80,000. In addition, as a part of the 2022 Convertible Notes Offering, certain holders (the “ Series Holders Series Notes Subordinated Notes Closing Date Further, in connection with the 2022 Note Financing, we are required to complete an Uplist Transaction by February 15, 2023 under the terms of the 2022 Notes. If we are unable to complete an Uplist Transaction, then the 2022 Notes will become immediately due and payable and we will be obligated to pay to each 2022 Note holder an amount equal to 125%, multiplied by the sum of the outstanding principal amount of the 2022 Notes plus any accrued and unpaid interest on the unpaid principal amount of the 2022 Notes to the date of payment, plus any default interest and any other amounts owed to the holder, payable in cash or shares of Common Stock. During the fiscal year ended September 30, 2022, the Company recorded interest expense on the 2022 Notes of approximately $421,000 consisting of accrued interest of approximately $119,000 and accretion of original issue discount debt discount and issuance costs of approximately $302,000. Allocation of Proceeds The Company accounted for the Senior Secured Convertible Notes, the 2022 Warrants, and the 2022 Inducement Shares relating to the aforementioned July 2022 Senior Secured Convertible Promissory Notes in accordance with ASC 470-20-25-2 “Debt” which states that the allocation of the proceeds from the financing shall be based on the relative fair values of the securities issued at the time of the issuance. The 2022 Inducement Shares and the 2022 Warrants, which are indexed to the Company’s stock, are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. The allocated value of the 2022 Inducement Shares and the 2022 Warrants are $314,523 and $1,470,133, respectively. The allocated value of the Senior Secured Convertible Notes are $1,740,344 were allocated as long-term liabilities in the accompanying consolidated financial statements. The fair value of the 2022 Placement Agent Warrants of $219,894 are being accounted for as debt issuance costs and are classified within stockholders’ equity (deficit) in the accompanying consolidated financial statements. As of September 30, 2022, the net carrying amount of the Senior Secured Convertible Notes was $2,362,273 with unamortized debt discount and issuance costs of $2,567,507. The 2022 Warrants and the 2022 Placement Agent Warrants were valued as of July 6, 2022 using the Black Scholes Model with the following assumptions: 2022 Investor Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 |
Note 12 - Series Convertible No
Note 12 - Series Convertible Notes | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Series 1 & 2 Convertible Notes [Member] | ||
Notes to Financial Statements | ||
Debt Disclosure [Text Block] | 12. SERIES CONVERTIBLE NOTES On June 4, 2020 and November 6, 2020, the Company issued unsecured 10% Series 1 Convertible Notes (“Series 1 Notes”) and Series 2 Convertible Notes (“Series 2 Notes”, and collectively with the Series 1 Notes, the “Series Convertible Notes”) in the aggregate principal amount of $550,000 and $1,050,000, respectively. The maturity dates of the Series 1 Notes and Series 2 Notes are June 30, 2023 and November 30, 2023, respectively. On July 12, 2023, the Company secured countersigned notices of conversion from all remaining holders of the Series 1 Convertible Notes and provided instructions to its transfer agent to issue a total of 7,489 shares of Common Stock in full satisfaction of all previously outstanding Series 1 Convertible Notes. The Series Convertible Notes provide, among other things, for (i) a term of approximately three As described in Note 11 above, as a part of the 2022 Convertible Note Offering, certain holders of the Series 2 Notes agreed to exchange their Series 2 Notes with an aggregate principal amount of $600,000 and accrued interest of approximately $100,000 for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “Exchanged Notes”). As of July 6, 2022, $699,781 of principal and accrued interest of the Series 2 notes was exchanged for the Exchanged Notes. On March 10, 2023, the Company entered into an amendment (the “Series 2 Note Amendment” and, together with the Series 1 Amendment, the “Series Note Amendments”) with each of the holders of the Company’s outstanding Series 2 Convertible Notes (as amended, the “Series 2 Notes” and, together with the Series 1 Notes, the “Series Convertible Notes”). Pursuant to the Series Note Amendments, the Company can elect to convert the principal and accrued interest under the Series Convertible Notes (the “Series Note Obligations”) at or after the effective time of the Uplisting Transaction, or the maturity date. In the event the Company exercises such option, the Series Note Obligations will be deemed to equal the product of 4.5 (which was previously 1.6 prior to the Series Note Amendments) and the outstanding Series Note Obligations. Notwithstanding the foregoing, if the registration statement filed in connection with the Uplist Transaction is not declared effective by 11:59 P.M. (EST) on or before the Uplisting Transaction deadline under the 2022 Notes and Second Notes, which was originally February 15, 2023, or such later extended date as provided for therein (the “Series Note Amendments Termination Date”), the Series Note Amendments will automatically terminate without any further action by the Company or the holders of the Series Convertible Notes. The Series Note Amendments Termination Date will be automatically extended upon any extension of the Uplisting Transaction deadline under the 2022 Notes, Second Notes, and Third Notes. As previously discussed herein, the deadline to complete the Uplist Transaction was extended on multiple previous occasions. As of July 31, 2023 the Uplist Transaction deadline under the 2022 Notes, Second Notes, and Third Notes is August 31, 2023. No consideration was paid by the Company in connection with any of the extensions of the Uplisting Transaction deadline under the 2022 Notes, Second Notes, and/or Third Notes. During the three months ended June 30, 2023 and 2022, the Company recorded interest expense on the Series Convertible Notes of approximately $25,000 and $40,000, respectively. During the nine months ended June 30, 2023 and 2022, the Company recorded interest expense on the Series Convertible Notes of approximately $75,000 and $120,000, respectively. | 11. SERIES 1 AND SERIES 2 CONVERTIBLE NOTES On June 4, 2020 and November 6, 2020, the Company issued unsecured 10% Series 1 Convertible Notes (“ Series 1 Notes Convertible Notes Conversion Price Holder VWAP In-Kind Note Repayment Beginning June 22, 2015 and through June 30, 2015, the Company entered into a series of substantially similar subscription agreements with 20 accredited investors providing for the issuance and sale by the Company to the 2015 Investors, in a private placement, of an aggregate of 8,995 Units at a purchase price of $352.00 per Unit. Each Unit consisted of a share of Common Stock and a Series D Warrant to purchase a share of Common Stock at an exercise price of $400.00 per share at any time prior to the fifth anniversary of the issuance date of the Series D Warrant and the shares issuable upon exercise of the Series D Warrants. On June 3, 2020, the Company entered into an agreement (the “ Agreement Majority Holders Series D Warrants Series J Warrants On June 22, 2020, the Company entered into a Series J Warrant Issuance Agreement (the “ Keyes Sulat Agreement Trust one As described in Note 10, above, as a part of the 2022 Convertible Notes Offering, certain holders of the Series Notes agreed to exchange Notes with principal amounts of $600,000 and accrued interest of approximately $100,000 for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “ Exchanged Notes Closing Date During the fiscal years ended September 30, 2022 and 2021, the Company recorded interest expense on the Series 1 and Series 2 Convertible Notes of approximately $146,000 and $150,000, respectively. |
Note 13 - Risks and Uncertainti
Note 13 - Risks and Uncertainties - COVID-19 and Geopolitical Conflicts | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes to Financial Statements | ||
COVID-19 Disclsoure [Text Block] | 13. RISKS AND UNCERTAINTIES COVID-19 AND GEOPOLITICAL CONFLICTS The Company sources its materials and services for its products and product candidates from facilities in areas impacted or which may be impacted by the outbreak of the COVID-19 or geopolitical conflicts. The Company’s ability to obtain future inventory may be impacted, therefore potentially affecting the Company’s future revenue stream. In addition, the Company has historically and principally funded its operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of Common Stock and warrants which may also be impacted by economic conditions beyond the Company’s control as well as uncertainties resulting from geopolitical conflicts, including the recent war in Ukraine. The extent to which the COVID-19 and recent events in Ukraine will impact the global economy and the Company is uncertain and cannot be reasonably measured. | 16. RISKS AND UNCERTAINTIES - COVID-19 AND GEOPOLITICAL CONFLICTS The Company sources its materials and services for its products and product candidates from facilities in areas impacted or which may be impacted by the outbreak of the COVID-19 or geopolitical conflicts. The Company’s ability to obtain future inventory may be impacted, therefore potentially affecting the Company’s future revenue stream. In addition, the Company has historically and principally funded its operations through debt borrowings, the issuance of convertible debt, and the issuance of units consisting of Common Stock and warrants which may also be impacted by economic conditions beyond the Company’s control as well as uncertainties resulting from geopolitical conflicts, including the recent war in Ukraine. The extent to which the COVID-19 and recent events in Ukraine will impact the global economy and the Company is uncertain and cannot be reasonably measured. |
Note 14 - Shareholder Advances
Note 14 - Shareholder Advances and Prefundings Related to The Anticipated Bridge Financing | 9 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Shareholder Advances [Text Block] | 14. SHAREHOLDER ADVANCES AND PREFUNDINGS RELATED TO THE ANTICIPATED BRIDGE FINANCING Through May 12, 2023, the Company raised $538,000 in the form of shareholder advances from two different investors to support operations in advance of the Company’s prospective Uplisting Transaction. On May 15, 2023, $488,000 of these shareholder advances, which were contributed by a single investor, were converted to an Unsecured convertible note (the “Third Note”) in connection with the Third Closing of the 2022 Convertible Note Offering (see Notes 11 and 15). The remaining $50,000 that was raised by the Company in the form of shareholder advances was repaid per the agreed terms on July 7, 2023 for $60,000. On May 18, 2023 and May 31, 2023, the Company raised $340,000 and $350,015 from a shareholder and a third-party investor, respectively, to support operations in advance of the Company’s anticipated closing of the Bridge Offering (as defined below, see Note 15). On July 7, 2023, the amount prefunded by the current shareholder was included in the first closing of the Bridge Offering. The amount prefunded by the third party investor is expected to be included in a subsequent closing of the Bridge Offering. |
Note 15 - Subsequent Events
Note 15 - Subsequent Events | 9 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 15. SUBSEQUENT EVENTS On July 1, 2023, the “Company” entered into an amendment (“Amendment No. 7 to the First Notes”) with the holders of the Company’s outstanding 2022 Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, and June 15, 2023, issued in connection with a private placement financing the Company completed on July 6, 2022 (the “First Closing”). On July 1, 2023, the Company also entered into an amendment (“Amendment No. 7 to the Second Notes”) with the holders of the Company’s outstanding Second Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, and June 15, 2023, issued in connection with a private placement financing the Company completed on January 18, 2023 (the “Second Closing”). On July 1, 2023, the Company also entered into an amendment (“Amendment No. 2 to the Third Notes and, together with Amendment No. 7 to the First Notes and Amendment No. 7 to the Second Notes, the “Amendments to the 2022 Notes”) with the holders of the Company’s outstanding Third Notes, as amended on June 15, 2023, issued in connection with a private placement financing the Company completed on May 15, 2023 (the “Third Closing”). Under the Amendments to the 2022 Notes, the 2022 Notes, Second Notes, and Third Notes were amended to extend the date of the completion of an uplist to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (such transaction, an “Uplist Transaction”) from July 31, 2023 to August 31, 2023. As a result of the entry into the Amendments to the 2022 Notes, and pursuant to the terms of the Company’s outstanding Exchanged Notes, the Exchanged Notes were automatically amended to extend the date of completion of an Uplist Transaction from July 31, 2023 to August 31, 2023. Also, as a result of the entry into the Amendments to the 2022 Notes, and pursuant to the terms of the Company’s outstanding Series 1 Unsecured Convertible Promissory Notes and Series 2 Unsecured Convertible Promissory Notes, each as amended on March 10, 2023, the Series Note Amendments Termination Date set forth under Amendment No. 1 to the Series 1 Unsecured Convertible Promissory Notes and Amendment No. 1 to the Series 2 Unsecured Convertible Promissory Notes was automatically amended to extend from July 31, 2023 to August 31, 2023. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on July 7, 2023. On July 7, 2023, the Company announced that it had entered into a Securities Purchase Agreement (the “2023 SPA”) with certain institutional and accredited individual investors (collectively, the “Investors”) providing for the issuance and sale by the Company to the Investors of an aggregate of (i) 218,656 shares (the “Shares”) of common stock, par value $0.001, of the Company (the “Common Stock”) at a purchase price of $2.20 per share; (ii) 624,525 warrants (the “Pre-Funded Warrants”) at a purchase price of $2.192 per Pre-Funded Warrant, to purchase an aggregate of 624,525 shares of Common Stock (the “Pre-Funded Warrant Shares”); and (iii) 1,686,361 warrants (the “Common Warrants”) to purchase an aggregate 1,686,361 shares of Common Stock (the “Common Stock Warrants Shares”). The Shares, Pre-Funded Warrants, and Common Warrants were issued as part of a private placement offering authorized by the Company’s board of directors (the “Bridge Offering”). The Company engaged an investment bank in connection with Bridge Offering. Per the terms of that agreement, the Company is obligated to pay the placement agent a fee of 8% of gross proceeds received and issue placement agent warrants to purchase that number of securities equal to 5% of the aggregate number of securities sold in the offering. Pursuant to the lock-up agreement provided for by the SPA, the Investors agreed that they would either (A) purchase securities, for cash, in an offering conducted in conjunction with an uplist of the Common Stock to any of, and in compliance with the rules of, the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (the “Uplist Transaction”) with an aggregate purchase price equal to at least 4.3 multiplied by the aggregate purchase price paid by the Investor for the Shares, Pre-Funded Warrants and Common Warrants under the SPA or (B) be subject to a lock-up provision not to sell or otherwise transfer any of the Shares, Pre-Funded Warrant Shares or Common Warrant Shares acquired by them in the Bridge Offering until the one-year anniversary of the Closing Date. The aggregate gross proceeds for the sale of the Shares, Pre-Funded Warrants, and Common Warrants will be approximately $1.85 million, before deducting the placement agent’s fees and other estimated fees and offering expenses payable by the Company. The closing of the sales of these securities under the SPA occurred on July 7, 2023 (the “Closing Date”). The 2023 SPA also provides additional provisions including: i) certain adjustments that would require the Company to issue additional securities to the Investors if the effective offering price to the public of Common Stock in connection with the next underwritten public offering is less than $32.00 per share; ii) a requirement to register the Shares, Pre-Funded Warrant Shares, and Common Stock Warrant Shares on a subsequent registration statement or statements; and, iii) certain restrictions on the Company’s ability to conduct subsequent sales of its equity securities and certain business activities. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on July 13, 2023. On July 7, 2023, the Company entered into an amendment (“Amendment No. 8 to the First Notes”) with the holders of the Company’s outstanding 2022 Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, and July 1, 2023, issued in connection with a private placement financing the Company completed on July 6, 2022 (the “First Closing”). On July 1, 2023, the Company also entered into an amendment (“Amendment No. 8 to the Second Notes” with the holders of the Company’s outstanding Second Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, and July 1, 2023, issued in connection with a private placement financing the Company completed on January 18, 2023 (the “Second Closing”). On July 1, 2023, the Company also entered into an amendment (“Amendment No. 3 to the Third Notes”, and, together with Amendment No. 8 to the First Notes and Amendment No. 8 to the Second Notes, the “Amendments to the 2022 Notes”) with the holders of the Company’s outstanding Third Notes, as amended on June 15, 2023, and as subsequently amended on July 1, 2023, issued in connection with a private placement financing the Company completed on May 15, 2023 (the “Third Closing”). Under the Amendments to the 2022 Notes, the following amendments to the 2022 Notes, Second Notes, and Third Notes will be simultaneously effective upon the closing of an offering conducted in conjunction with an uplist of the Common Stock to any of, and in compliance with the rules of, the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (the “Uplist Transaction”). The Specified Percentage (as defined below) of the then outstanding principal amount of the 2022 Notes, Second Notes, and Third Notes shall automatically convert (the “Automatic Conversion”) into shares of Common Stock, with the conversion price for purposes of such Automatic Conversion being equal to the lower of (i) the per unit price at which any units (each unit being comprised of one share or share equivalent and accompanying warrants, if any) are sold in the Uplist Transaction or (ii) the price at which warrants issued in the Uplist Transaction are exercisable (but in no event increased above the conversion price in effect immediately prior to the pricing of the Uplist Transaction). In addition, if the Holder (as defined below) (i) participates in the Uplist Transaction and in the Bridge Offering for a combined (taking into account the Holder’s aggregate investment in the Uplist Transaction and the Bridge Offering) amount equal to no less than fifty percent (50%) of the Holder’s original purchase price under the 2022 Notes, Second Notes, and Third Notes, and (ii) the Holder’s amount of participation in the Uplist Transaction is at least 4.3 times the Holder’s amount of participation in the Bridge Offering, then the Holder shall receive a pre-funded warrant (the “Participating Pre-Funded Warrant”) to purchase a number of shares of Common Stock equal to the Specified Number (as defined below) times the dollar amount under the 2022 Notes that was converted in the Automatic Conversion. The Participating Pre-Funded Warrant (i) shall have an exercise price of $0.001 per share, (ii) may be exercised on a cashless basis, (iii) shall be exercisable by the Holder at any time commencing on the 90th day after issuance, (iv) may be redeemed by the Company for cash at a redemption price of $6.56 per share underlying the Participating Pre-Funded Warrant with any such redemption made pro rata to all holders of the Participating Pre-Funded Warrants, (v) and shall contain a customary beneficial ownership limitation provision. Additionally, the holder of the Participating Pre-Funded Warrants will agree that, until January 6, 2024, it shall not offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose of, the Participating Pre-Funded Warrant. “Specified Percentage” means the greater of: (i) the percentage specified by the Company by notice to the 2022 Note holders (the “Holders”, and each a “Holder”) at least five business days prior to the closing of the Uplist Transaction, which percentage shall be the percentage necessary to ensure the applicable Nasdaq requirements regarding the Uplist Transaction are satisfied, and (ii) the percentage specified by the Holder by notice to the Company at least three business days prior to the closing of the Uplist Transaction (which percentage may be different for each 2022 Note, Second Note, and/or Third Note as determined by each Holder thereof); provided, that in no event shall the Specified Percentage for the 2022 Notes, Second Notes, and/or Third Notes (A) exceed twenty five percent (25%) unless otherwise agreed in writing by the Holder, or (B) exceed fifty percent (50%) unless otherwise agreed in writing by the Company. “Specified Number” means, if the Specified Percentage is 50%, 2.4, which number shall be increased by 1.6% for each percentage point decrease in the Specified Percentage, such increase being compounded iteratively for each percentage point decrease in the Specified Percentage, with the result rounded to two decimal places. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on July 13, 2023. Additionally, on July 7, 2023, the Company entered into an amendment (the “Omnibus Amendment to Notes and Warrants”) with the Holders of the 2022 Notes, Second Notes, and Third Notes amending the 2022 Notes, Second Notes, and Third Notes and related warrants issued at each of the First Closing, Second Closing, and Third Closing (the “First Warrants”, “Second Warrants” and “Third Warrants”, respectively, and collectively, the “2022 Warrants”). Under the Omnibus Amendment to Notes and Warrants, the 2022 Notes, Second Notes, Third Notes, and related warrants were amended (i) to modify the Most Favored Nation provisions therein to exclude the Bridge Offering, and (ii) to prohibit the Company from engaging in any capital raising transactions, subject to certain exceptions, until the earlier of (A) July 7, 2027, and (B) the first date on which all Holders hold less than 20% of the original amount of the Participating Pre-Funded Warrants received by each Holder, respectively, in connection with the Automatic Conversion. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on July 13, 2023. On July 7, 2023 the Company paid $60,000 to a shareholder that had previously advanced the Company $50,000 to support operations. The payment satisfied all remaining obligations in connection with the $538,000 of shareholder advances received by the Company through May 12, 2023. The additional $488,000 was issued as a Third Note (see Note 11). On July 11, 2023, the Company entered into a finance agreement with First Insurance Funding in order to fund a portion of its insurance policies. The amount financed is approximately $310,000 and incurs interest at a rate of 7.49%. Per the terms of its agreement with First Insurance Funding, the Company is required to make monthly payments of approximately $32,000 through April 2024. On July 12, 2023, the Company secured countersigned notices of conversion from all remaining holders of the Series 1 Convertible Notes, and provided instructions to its transfer agent to issue a total of 7,489 shares of Common Stock in full satisfaction of all previously outstanding Series 1 Convertible Notes. Pursuant to the Series 1 Convertible Notes, the Company can elect to convert the principal and accrued interest under the Series Convertible Notes obligation (the “Series Note Obligations”) upon the earlier of the effective time of the Uplisting Transaction, or the maturity date. In the case of an In-Kind Note Repayment, the outstanding Note Obligations will be calculated by increasing by thirty-five percent the aggregate sum of the unpaid Principal Amount held by each Holder and the accrued interest at a rate of ten percent per annum, subject to, with respect to any portion of the Principal Amount that is converted or prepaid before the twelve month anniversary of the Issuance Date, a minimum interest payment equal to ten percent of the amount that is converted or prepaid. As consideration for agreeing to subordinate to the 2022 Notes, the premium applicable in connection with an In-Kind Note Repayment at maturity was increased from thirty-five percent to sixty percent. In the event the Company exercises such option, the Series Note Obligations will be deemed to equal the product of 4.5 (which was previously 1.6 prior to the Series Note Amendments) and the outstanding Series Note Obligations. On July 18, 2023, the Board of the Directors of the Company executed a unanimous written consent that, among other things, approved, subject to the approval of a majority of the stockholders of the Company, the following: 1) amend the Amended and Restated Articles of Incorporation (the “Articles”) to a) increase the number of authorized shares of common stock, par value $0.001 (the “Common Stock”) from 12 million to 350 million, b) create 5,000,000 shares of “blank check” preferred stock, and c) approve a reverse split at a ratio of between 1-for-1.5 and 1-for-20 without any proportionate decrease in the number of authorized shares; 2) amend the Bylaws of the Company to a) allow action by written consent of stockholders representing more than 50% of the total number of shares of Common Stock currently issued and outstanding, and b) establish that holders of thirty-three and one-third (33.3333%) of the total number of shares of Common Stock currently issued and outstanding shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by the NRS or by the Articles; and, 3) approve the 2023 Omnibus Equity Incentive Plan with an initial reservation of 56,897 shares, options or other such grants. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on July 24, 2023. On July 31, 2023, Arch Therapeutics, Inc. (the “Company”) entered into an amendment (“Amendment No. 9 to the First Notes”) with the holders of the Company’s outstanding 2022 Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023 and July 7, 2023 issued in connection with a private placement financing the Company completed on July 6, 2022 (the “First Closing”). On July 31, 2023, the Company also entered into an amendment (“Amendment No. 9 to the Second Notes”) with the holders of the Company’s outstanding Second Notes, as amended on February 14, 2023, and as subsequently amended on March 10, 2023, March 15, 2023, April 15, 2023, May 15, 2023, June 15, 2023, July 1, 2023, and July 7, 2023 issued in connection with a private placement financing the Company completed on January 18, 2023 (the “Second Closing”). On July 31, 2023, the Company also entered into an amendment (“Amendment No. 4 to the Third Notes and, together with Amendment No. 9 to the First Notes and Amendment No. 9 to the Second Notes, the “Amendments to the 2022 Notes”) with the holders of the Company’s outstanding Third Notes, as amended on June 15, 2023, and as subsequently amended on July 1, 2023 and July 7, 2023 issued in connection with a private placement financing the Company completed on May 15, 2023 (the “Third Closing”). Under the Amendments to the 2022 Notes, the 2022 Notes, Second Notes, and Third Notes were amended to extend the date of the completion of an uplist to any of the Nasdaq Global Market, Nasdaq Capital Market, New York Stock Exchange or NYSE American (such transaction, an “Uplist Transaction”) from July 31, 2023 to August 31, 2023. As a result of the entry into the Amendments to the 2022 Notes, and pursuant to the terms of the Company’s outstanding Exchanged Notes, the Exchanged Notes were automatically amended to extend the date of completion of an Uplist Transaction from July 31, 2023 to August 31, 2023. Additional information related to such matters can be found in the Form 8-K filed by the Company with Securities and Exchange Commission on August 4, 2023. |
Note 3 - Property and Equipme_3
Note 3 - Property and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Property, Plant and Equipment [Table Text Block] | Estimated Useful Life (in years) June 30, September 30, 2022 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 33,028 31,712 Property and equipment, net $ 728 $ 2,044 | Estimated Useful Life (in years) September 30, 2022 September 30, 2021 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 31,712 28,516 Property and equipment, net $ 2,044 $ 5,240 |
Note 4 - Inventories (Tables)
Note 4 - Inventories (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Inventory, Current [Table Text Block] | June 30, September 30, 2023 2022 Finished Goods $ 56,828 $ 9,063 Goods-in-process 1,326,110 1,405,785 Total $ 1,382,938 $ 1,414,848 | September 30, September 30, 2022 2021 Finished Goods $ 9,063 $ 249,571 Goods-in-process 1,405,785 844,194 Total $ 1,414,848 $ 1,093,765 |
Note 7 - Derivative Liabiliti_2
Note 7 - Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Fair Value Measurements Using Significant Unobservable Inputs Nine Months Ended June 30, 2023 (Level 3) Series G Series H Beginning balance at September 30, 2022 $ 748,275 $ 459,200 Exchange of warrants into common stock (13,948 ) (35,330 ) Extinguishment of derivative liabilities (734,327 ) (423,870 ) Ending balance at June 30, 2023 $ - $ - Fair Value Measurements Using Significant Unobservable Inputs - Nine Months Ended June 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments to estimated fair value - - - Expiration of derivative liability (1,000,000 ) - - Ending balance at June 30, 2022 $ - $ 748,275 $ 459,200 | Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments for the expiration of warrant (1,000,000 ) - - Ending balance at September 30, 2022 $ - $ 748,275 $ 459,200 Series F Series G Series H Beginning balance at September 30, 2020 $ 1,000,000 $ 748,275 $ 568,144 Issuances - - - Adjustments to estimated fair value - - (108,944 ) Ending balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Series G Series H Closing price per share of Common Stock $ 32.80 $ 32.80 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 179.41 % 141.03 % Risk-free interest rate 4.91 % 4.75 % Dividend yield - - Remaining expected term of underlying securities (years) 0.24 1.31 Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 | Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 Series F Series G Series H Closing price per share of Common Stock $ 0.96 $ 0.96 $ 0.96 Exercise price per share $ 1,200.00 $ 1,120.00 $ 640.00 Expected volatility 90.28 % 87.40 % 86.59 % Risk-free interest rate 0.04 % 0.19 % 0.41 % Dividend yield - - - Remaining expected term of underlying securities (years) 0.34 1.70 2.58 |
Note 10 - 2022 Convertible No_2
Note 10 - 2022 Convertible Note Offering (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions [Table Text Block] | 2022 Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 Second Warrants Second Placement Agent Warrants Closing price per share of Common Stock $ 46.08 $ 46.08 Exercise price per share $ 79.52 $ 80.48 Expected volatility 111.31 % 111.31 % Risk-free interest rate 3.43 % 3.43 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 Third Warrants Closing price per share of Common Stock $ 22.16 Exercise price per share $ 79.52 Expected volatility 114.33 % Risk-free interest rate 3.46 % Dividend yield - Remaining expected term of underlying securities (years) 5.0 | 2022 Investor Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2022 2021 Net operating loss carryforwards $ 11,485,524 $ 10,022,020 Capitalized expenditures 1,535,736 1,703,849 Research and development credit carryforwards 946,243 946,158 Stock based compensation 1,427,946 2,352,432 Property and Equipment 2,616 2,740 Accrued expenses 162,191 57,812 Inventory allowance 70,805 62,946 Gross deferred tax assets 15,631,061 15,147,957 Deferred tax asset valuation allowance (15,631,061 ) (15,147,957 ) Net deferred tax assets $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2022 2021 Expected income tax (benefit) at federal statutory rate 21.00 % 21.00 % Increase/(Decrease) due to: State income taxes - net of federal benefit 3.65 % 5.80 % Permanent Differences: Key man life insurance --- % (0.01 )% Stock Based Compensation (18.10 )% --- % R&D, taken as a credit (0.23 )% (0.29 )% Adjustment to fair value of derivative 3.98 % 0.37 % PPP Loan Forgiveness --- % 0.60 % Other (1.14 )% (1.41 )% Change in Valuation Allowance (9.16 )% (26.06 )% Total Income Tax Provision / (Benefit) --- % --- % |
Note 14 - Stock-based Compens_2
Note 14 - Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Option Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at September 30, 2022 12,329 $ 416.00 1.36 $ 16,900 Awarded 3,063 $ 64.00 Forfeited/Cancelled (2,388 ) $ 560.00 Outstanding at June 30, 2023 13,004 $ 312.00 5.72 - Vested at June 30, 2023 9,927 $ 384.00 4.85 - Vested and expected to vest at June 30, 2023 13,041 $ 312.00 5.72 - | Option Weighted Average Average Remaining Weighted Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2021 15,562 $ 464.00 1.83 $ 140,151 Awarded 829 $ 48.00 Forfeited/Cancelled (4,062 ) $ 560.00 Outstanding at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 Vested at September 30, 2022 10,316 $ 464.00 1.52 $ - Vested and expected to vest at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 - 157 Vested - (47 ) Non Vested at June 30, 2023 and 2022 - 110 Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 32 282 Vested (32 ) (172 ) Non Vested at June 30, 2023 and 2022 - 110 | 2022 2021 Non Vested at September 30, 2021 and 2020 282 Awarded - 625 Vested (250 ) (344 ) Forfeited - - Non Vested at September 30, 2022 and 2021 32 282 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 $ - $ 160.00 Vested - (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 Vested (144.00 ) (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 | 2022 2021 Non Vested at September 30, 2021 and 2020 $ 160.00 $ - Awarded 208.00 Vested (160.00 ) (256.00 ) Forfeited - Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 |
Note 3 - Property and Equipme_4
Note 3 - Property and Equipment (10Q) (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Property, Plant and Equipment [Table Text Block] | Estimated Useful Life (in years) June 30, September 30, 2022 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 33,028 31,712 Property and equipment, net $ 728 $ 2,044 | Estimated Useful Life (in years) September 30, 2022 September 30, 2021 Furniture and fixtures 5 $ 9,357 $ 9,357 Leasehold improvements Life of Lease 8,983 8,983 Computer equipment 3 14,416 14,416 Lab equipment 5 1,000 1,000 33,756 33,756 Less - accumulated depreciation 31,712 28,516 Property and equipment, net $ 2,044 $ 5,240 |
Note 4 - Inventories (10Q) (Tab
Note 4 - Inventories (10Q) (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Inventory, Current [Table Text Block] | June 30, September 30, 2023 2022 Finished Goods $ 56,828 $ 9,063 Goods-in-process 1,326,110 1,405,785 Total $ 1,382,938 $ 1,414,848 | September 30, September 30, 2022 2021 Finished Goods $ 9,063 $ 249,571 Goods-in-process 1,405,785 844,194 Total $ 1,414,848 $ 1,093,765 |
Note 6 - Stock-based Compensa_2
Note 6 - Stock-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Option Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at September 30, 2022 12,329 $ 416.00 1.36 $ 16,900 Awarded 3,063 $ 64.00 Forfeited/Cancelled (2,388 ) $ 560.00 Outstanding at June 30, 2023 13,004 $ 312.00 5.72 - Vested at June 30, 2023 9,927 $ 384.00 4.85 - Vested and expected to vest at June 30, 2023 13,041 $ 312.00 5.72 - | Option Weighted Average Average Remaining Weighted Aggregate Shares Exercise Contractual Intrinsic Outstanding Price Term (years) Value Outstanding at September 30, 2021 15,562 $ 464.00 1.83 $ 140,151 Awarded 829 $ 48.00 Forfeited/Cancelled (4,062 ) $ 560.00 Outstanding at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 Vested at September 30, 2022 10,316 $ 464.00 1.52 $ - Vested and expected to vest at September 30, 2022 12,329 $ 416.00 1.46 $ 16,900 |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 - 157 Vested - (47 ) Non Vested at June 30, 2023 and 2022 - 110 Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 32 282 Vested (32 ) (172 ) Non Vested at June 30, 2023 and 2022 - 110 | 2022 2021 Non Vested at September 30, 2021 and 2020 282 Awarded - 625 Vested (250 ) (344 ) Forfeited - - Non Vested at September 30, 2022 and 2021 32 282 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Three months Ended June 30, 2023 June 30, 2022 Non Vested at March 31, 2023 and 2022 $ - $ 160.00 Vested - (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 Nine months Ended June 30, 2023 June 30, 2022 Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 Vested (144.00 ) (160.00 ) Non Vested at June 30, 2023 and 2022 $ - $ 160.00 | 2022 2021 Non Vested at September 30, 2021 and 2020 $ 160.00 $ - Awarded 208.00 Vested (160.00 ) (256.00 ) Forfeited - Non Vested at September 30, 2022 and 2021 $ 144.00 $ 160.00 |
Note 8 - Derivative Liabiliti_2
Note 8 - Derivative Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Fair Value Measurements Using Significant Unobservable Inputs Nine Months Ended June 30, 2023 (Level 3) Series G Series H Beginning balance at September 30, 2022 $ 748,275 $ 459,200 Exchange of warrants into common stock (13,948 ) (35,330 ) Extinguishment of derivative liabilities (734,327 ) (423,870 ) Ending balance at June 30, 2023 $ - $ - Fair Value Measurements Using Significant Unobservable Inputs - Nine Months Ended June 30, 2022 (Level 3) Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments to estimated fair value - - - Expiration of derivative liability (1,000,000 ) - - Ending balance at June 30, 2022 $ - $ 748,275 $ 459,200 | Series F Series G Series H Beginning balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 Issuances - - - Adjustments for the expiration of warrant (1,000,000 ) - - Ending balance at September 30, 2022 $ - $ 748,275 $ 459,200 Series F Series G Series H Beginning balance at September 30, 2020 $ 1,000,000 $ 748,275 $ 568,144 Issuances - - - Adjustments to estimated fair value - - (108,944 ) Ending balance at September 30, 2021 $ 1,000,000 $ 748,275 $ 459,200 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | Series G Series H Closing price per share of Common Stock $ 32.80 $ 32.80 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 179.41 % 141.03 % Risk-free interest rate 4.91 % 4.75 % Dividend yield - - Remaining expected term of underlying securities (years) 0.24 1.31 Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 | Series G Series H Closing price per share of Common Stock $ 30.72 $ 30.72 Exercise price per share $ 1,120.00 $ 640.00 Expected volatility 132.97 % 122.50 % Risk-free interest rate 4.05 % 4.14 % Dividend yield - - Remaining expected term of underlying securities (years) 0.69 1.57 Series F Series G Series H Closing price per share of Common Stock $ 0.96 $ 0.96 $ 0.96 Exercise price per share $ 1,200.00 $ 1,120.00 $ 640.00 Expected volatility 90.28 % 87.40 % 86.59 % Risk-free interest rate 0.04 % 0.19 % 0.41 % Dividend yield - - - Remaining expected term of underlying securities (years) 0.34 1.70 2.58 |
Note 11 - 2022 Convertible No_2
Note 11 - 2022 Convertible Note Offering, Second Notes Offering, and Third Notes Offering (Tables) | 9 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Sep. 30, 2022 | |
Notes Tables | ||
Schedule of Share-Based Payment Award, Warrants, Valuation Assumptions [Table Text Block] | 2022 Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 Second Warrants Second Placement Agent Warrants Closing price per share of Common Stock $ 46.08 $ 46.08 Exercise price per share $ 79.52 $ 80.48 Expected volatility 111.31 % 111.31 % Risk-free interest rate 3.43 % 3.43 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 Third Warrants Closing price per share of Common Stock $ 22.16 Exercise price per share $ 79.52 Expected volatility 114.33 % Risk-free interest rate 3.46 % Dividend yield - Remaining expected term of underlying securities (years) 5.0 | 2022 Investor Warrants 2022 Placement Agent Warrants Closing price per share of Common Stock $ 79.84 $ 79.84 Exercise price per share $ 79.52 $ 80.48 Expected volatility 88.44 % 88.44 % Risk-free interest rate 2.96 % 2.96 % Dividend yield - - Remaining expected term of underlying securities (years) 5.0 5.0 |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) - $ / shares | Jun. 30, 2023 | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Note 3 - Property and Equipme_5
Note 3 - Property and Equipment (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation | $ 273 | $ 799 | $ 1,316 | $ 2,397 | $ 1,316 | $ 2,397 | $ 3,196 | $ 2,587 |
Note 3 - Property and Equipme_6
Note 3 - Property and Equipment - Property and Equipment (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Property and equipment, gross, Total | $ 33,756 | $ 33,756 | $ 33,756 | |
Less - accumulated depreciation, Total | 33,028 | 31,712 | 28,516 | |
Property and equipment, net, Total | $ 728 | $ 2,044 | $ 2,044 | 5,240 |
Furniture and Fixtures [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 5 years | 5 years | ||
Property and equipment, gross, Total | $ 9,357 | $ 9,357 | 9,357 | |
Leasehold Improvements [Member] | ||||
Property and equipment, gross, Total | $ 8,983 | $ 8,983 | 8,983 | |
Computer Equipment [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 3 years | 3 years | ||
Property and equipment, gross, Total | $ 14,416 | $ 14,416 | 14,416 | |
Technology Equipment [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 5 years | 5 years | ||
Property and equipment, gross, Total | $ 1,000 | $ 1,000 | $ 1,000 |
Note 5 - Inventories - Inventor
Note 5 - Inventories - Inventories (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Finished Goods | $ 56,828 | $ 9,063 | $ 249,571 | |
Goods-in-process | 1,326,110 | 1,405,785 | 844,194 | |
Total | $ 1,382,938 | $ 1,414,848 | $ 1,414,848 | $ 1,093,765 |
Note 5 - Insurance Premium Fi_3
Note 5 - Insurance Premium Financing (Details Textual) - Insurance Premium Financing [Member] - USD ($) | 10 Months Ended | ||||||
Jul. 31, 2022 | Apr. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument, Face Amount | $ 354,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.99% | ||||||
Debt Instrument, Periodic Payment | $ 35,000 | $ 35,000 | |||||
Short-Term Debt, Total | $ 0 | $ 247,933 | $ 247,933 | $ 248,000 | $ 0 |
Note 6 - Registered Direct Of_2
Note 6 - Registered Direct Offerings (Details Textual) | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 17, 2021 shares | May 12, 2019 shares | Jun. 28, 2018 shares | Feb. 20, 2017 $ / shares shares | Jun. 30, 2023 shares | Sep. 30, 2022 shares | May 12, 2019 $ / shares | May 12, 2019 item | Jun. 28, 2018 $ / shares | Jun. 28, 2018 item | Sep. 30, 2016 USD ($) | |
Shelf Registration Statement, Maximum Amount Authorized | $ | $ 50,000,000 | ||||||||||
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | |||||||||
Class Of Series F Warrant [Member] | |||||||||||
Percentage of Warrants Per Unit | 0.55 | ||||||||||
Class Of Warrant Or Right Acquired Upon Exercise | 4,252 | ||||||||||
Series F Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,200 | ||||||||||
Class of Warrant or Right, Expired During Period (in shares) | 3,495 | ||||||||||
Class Of Series G Warrant [Member] | |||||||||||
Percentage of Warrants Per Unit | 0.75 | ||||||||||
Class Of Warrant Or Right Acquired Upon Exercise | 5,385 | ||||||||||
Class Of Series H Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 640 | ||||||||||
The 2017 SPA [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 6,355 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 960 | ||||||||||
The 2018 SPA [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 5,669 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 800 | ||||||||||
Number Of Accredited Investors | 8 | 8 | |||||||||
Registered Direct Offering 2018 [Member] | Class Of Series G Warrant [Member] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,120 | ||||||||||
The 2019 SPA [Member] | |||||||||||
Stock Issued During Period, Shares, New Issues | 5,385 | ||||||||||
Shares Issued, Price Per Share | $ / shares | $ 520 | ||||||||||
Number Of Accredited Investors | 5 | 5 |
Note 7 - Derivative Liabiliti_3
Note 7 - Derivative Liabilities (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | May 12, 2019 | Jun. 28, 2018 | Jun. 22, 2017 | |
Unrealized Gain (Loss) on Derivatives | $ 0 | $ 0 | $ 0 | $ 1,000,000 | $ 0 | $ 1,000,000 | $ 1,000,000 | $ 108,944 | |||
Derivative Warrant Liability [Member] | |||||||||||
Derivative Liability | $ 1,628,113 | $ 1,628,113 | |||||||||
Fair Value Adjustment of Derivatives | $ 0 | $ 1,000,000 | $ 108,944 | ||||||||
Series F Warrant [Member] | |||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | $ 288 | $ 288 | |||||||||
Unrealized Gain (Loss) on Derivatives | $ 1,000,000 | ||||||||||
Series G Warrant [Member] | |||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | $ 176 | $ 176 | |||||||||
Series H Warrant [Member] | |||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | $ 85.28 | $ 85.28 |
Note 7 - Derivative Liabiliti_4
Note 7 - Derivative Liabilities - Fair Value of Derivative Liability (Details) - Fair Value, Inputs, Level 3 [Member] - Derivative Financial Instruments, Liabilities [Member] - USD ($) | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Oct. 09, 2021 | Oct. 01, 2020 | |
Series F Warrant Derivative [Member] | ||||
Beginning balance at September 30, 2021 | $ 1,000,000 | |||
Beginning balance at September 30, 2020 | 0 | $ 1,000,000 | $ 1,000,000 | $ 1,000,000 |
Issuances | 0 | 0 | ||
Adjustments to estimated fair value | (1,000,000) | 0 | ||
Ending balance at September 30, 2022 | 0 | 1,000,000 | ||
Series G Warrant Derivative [Member] | ||||
Beginning balance at September 30, 2021 | 748,275 | |||
Beginning balance at September 30, 2020 | 748,275 | 748,275 | 748,275 | 748,275 |
Issuances | 0 | 0 | ||
Adjustments to estimated fair value | 0 | 0 | ||
Ending balance at September 30, 2022 | 748,275 | 748,275 | ||
Series H Warrant Derivative [Member] | ||||
Beginning balance at September 30, 2021 | 459,200 | |||
Beginning balance at September 30, 2020 | 459,200 | 459,200 | $ 459,200 | $ 568,144 |
Issuances | 0 | 0 | ||
Adjustments to estimated fair value | 0 | (108,944) | ||
Ending balance at September 30, 2022 | $ 459,200 | $ 459,200 |
Note 7 - Derivative Liabiliti_5
Note 7 - Derivative Liabilities - Derivative Liability Value Assumptions (Details) - Derivative Financial Instruments, Liabilities [Member] | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Measurement Input, Share Price [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.96 | ||
Measurement Input, Share Price [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.96 | ||
Measurement Input, Share Price [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 640 | 0.96 | |
Measurement Input, Share Price [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 32.80 | 1,120 | |
Measurement Input, Exercise Price [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 1,200 | ||
Measurement Input, Exercise Price [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 1,120 | 1,120 | |
Measurement Input, Exercise Price [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 640 | 640 | |
Measurement Input, Exercise Price [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 1,120 | ||
Measurement Input, Price Volatility [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.9028 | ||
Measurement Input, Price Volatility [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 1.3297 | 0.8740 | |
Measurement Input, Price Volatility [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 1.2250 | 0.8659 | |
Measurement Input, Price Volatility [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 1.7941 | ||
Measurement Input, Risk Free Interest Rate [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.0004 | ||
Measurement Input, Risk Free Interest Rate [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.0405 | 0.0019 | |
Measurement Input, Risk Free Interest Rate [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.0414 | 0.0041 | |
Measurement Input, Risk Free Interest Rate [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 0.0491 | ||
Measurement Input, Expected Dividend Rate [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Measurement Input, Expected Dividend Rate [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Measurement Input, Expected Dividend Rate [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Measurement Input, Expected Term [Member] | Series F Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.0034 | ||
Measurement Input, Expected Term [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0.69 | 0.0170 | |
Measurement Input, Expected Term [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 1.57 | 0.0258 | |
Measurement Input, Expected Term [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 0.24 | ||
Measurement Input, Inception Discount Rate [Member] | Series G Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Measurement Input, Inception Discount Rate [Member] | Series H Warrant Derivative [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Measurement Input, Inception Discount Rate [Member] | Series G Warrant [Member] | |||
Derivative Liability, Measurement Input | 0 |
Note 8 - October 2019 Registe_2
Note 8 - October 2019 Registered Direct Offering (Details Textual) | 6 Months Ended | |||||
Feb. 17, 2021 shares | Oct. 18, 2019 USD ($) $ / shares shares | Oct. 16, 2019 USD ($) $ / shares shares | Oct. 10, 2019 USD ($) | Jun. 30, 2023 shares | Sep. 30, 2022 shares | |
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | ||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Series I Warrant [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 352 | $ 352 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,929 | |||||
Proceeds from Subscribed, Unissued Common Stock and Warrants | $ | $ 2,500,000 | |||||
Payments of Stock Issuance Costs | $ | $ 158,000 | |||||
Series I Warrant [Member] | Minimum [Member] | ||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.060 | |||||
Series I Warrant [Member] | Maximum [Member] | ||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.082 | |||||
October 2019 Placement Agent Warrants [Member] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 350 | $ 350 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 670 | 670 | ||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Class of Series I Warrant [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,929 | |||||
Proceeds from Subscribed, Unissued Common Stock and Warrants | $ | $ 2,500,000 | |||||
Payments of Stock Issuance Costs | $ | $ 158,000 | |||||
Class of Series I Warrant [Member] | Minimum [Member] | ||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.060 | |||||
Class of Series I Warrant [Member] | Maximum [Member] | ||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.082 | |||||
Placement Agent Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 670 | 670 | ||||
October 2019 Registered Direct Offering [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 8,929 | |||||
Shares Issued, Price Per Share | $ / shares | $ 280 | |||||
Registered Direct Offering October 2019 [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 8,929 | |||||
Proceeds from Subscribed, Unissued Common Stock and Warrants | $ | $ 2,500,000 | |||||
Payments of Financing Costs | $ | 333,000 | |||||
Payments of Stock Issuance Costs | $ | $ 158,000 |
Note 9 - 2021 Registered Dire_2
Note 9 - 2021 Registered Direct Offering (Details Textual) - USD ($) | 6 Months Ended | ||||
Feb. 22, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Jun. 30, 2023 | Sep. 30, 2022 | |
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | |||
Warrants and Rights Outstanding, Term | 5 years | ||||
Series K Warrant [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,215 | 20,215 | 20,215 | ||
Warrants and Rights Outstanding, Term | 5 years 6 months | ||||
Placement Agent 2 Warrants [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,022 | 2,022 | 2,022 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 320 | ||||
Warrants and Rights, Percent of Stock Oustanding Callable | 7.50% | ||||
The 2021 Registered Direct Offering [Member] | |||||
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | |||
Shares Issued, Price Per Share | $ 256 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 272 | ||||
Proceeds from Issuance or Sale of Equity | $ 6,900,000 | ||||
Payments of Stock Issuance Costs | 700,000 | ||||
The 2021 Registered Direct Offering [Member] | Non-accountable Expense Fee [Member] | |||||
Securities Purchase Agreement, Potential Fees | 10,000 | ||||
The 2021 Registered Direct Offering [Member] | Fees and Expenses of Legal Counsel and Other Out-of-pocket Expenses [Member] | |||||
Securities Purchase Agreement, Potential Fees | 50,000 | ||||
The 2021 Registered Direct Offering [Member] | Clearing Expenses [Member] | |||||
Securities Purchase Agreement, Potential Fees | $ 10,000 | ||||
The 2021 Registered Direct Offering [Member] | Participating Investors [Member] | |||||
Securities Purchase Agreement, Cash Placement Fee | 7.50% | ||||
The 2021 Registered Direct Offering [Member] | Certain Investors With Pre-existing Relationships [Member] | |||||
Securities Purchase Agreement, Cash Placement Fee | 6% |
Note 10 - 2022 Convertible No_3
Note 10 - 2022 Convertible Note Offering (Details Textual) | 6 Months Ended | 10 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2023 USD ($) shares | Jan. 18, 2023 USD ($) shares | Jul. 07, 2022 USD ($) $ / shares shares | Feb. 17, 2021 shares | Jun. 30, 2023 USD ($) shares | Nov. 08, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 06, 2020 USD ($) $ / shares | Jun. 04, 2020 USD ($) $ / shares | |
Stock Issued During Period, Shares, New Issues | shares | 26,954 | 26,954 | ||||||||||
Percentage of Principal Amount | 15% | |||||||||||
Proceeds from Issuance of Convertible Notes, Common Stock and Warrants, Gross | $ 488,000 | $ 530,000 | $ 3,500,000 | |||||||||
Debt Issuance Costs, Gross | 775,000 | |||||||||||
Placement Agents Fees | $ 555,000 | $ 15,000 | ||||||||||
Proceeds from Convertible Debt | $ 0 | $ 1,050,000 | ||||||||||
Convertible Notes Payable, Noncurrent | $ 0 | |||||||||||
Inducement Shares 2022 [Member] | ||||||||||||
Proceeds from Issuance or Sale of Equity | $ 314,523 | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,326 | 1,200 | 7,979 | |||||||||
Notes 2022 [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 2,400,000 | |||||||||||
Placement Agent 2022 [Member] | ||||||||||||
Percentage of Gross Proceeds from Issuance of Private Placement | 1,000% | |||||||||||
Reimbursement of Non-accountable Banking Fees | $ 58,000 | |||||||||||
Placement Agent 2022 [Member] | Certain Investors [Member] | ||||||||||||
Payments of Stock Issuance Costs | 240,000 | |||||||||||
Private Placement Notes [Member] | ||||||||||||
Proceeds from Issuance of Private Placement | $ 1,100,000 | |||||||||||
Warrant Shares [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 53,195 | |||||||||||
Placement Agent Warrant 2022 [Member] | ||||||||||||
Warrants and Rights Outstanding | $ 220,000 | |||||||||||
Warrant 2022 [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 79.52 | |||||||||||
Long-Term Debt, Total | $ 1,470,133 | |||||||||||
Warrant 2022 [Member] | Maximum [Member] | ||||||||||||
Ownership Limitation | 9.99% | |||||||||||
Placement Agent 2022 [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,939 | |||||||||||
Placement Agent Warrants [Member] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 670 | 670 | 670 | |||||||||
Warrants and Rights Outstanding | $ 219,894 | $ 219,894 | ||||||||||
Notes 2022 [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 4,230,000 | |||||||||||
Debt Instrument, Unamortized Discount | $ 705,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | 10% | |||||||||
Debt Instrument, Interest Rate for Amount of Principal or Interest Not Paid When Due | 18% | 18% | 18% | |||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 73.12 | |||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 9,571 | |||||||||||
Interest Payable | 119,000 | |||||||||||
Interest Expense, Debt | 421,000 | |||||||||||
Accretion of Debt Discount | 302,000 | |||||||||||
Long-Term Debt, Total | 1,662,492 | 2,945,448 | ||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 2,567,507 | 1,284,552 | ||||||||||
Notes 2022 [Member] | Minimum [Member] | ||||||||||||
Ownership Limitation | 4.99% | |||||||||||
Notes 2022 [Member] | Maximum [Member] | ||||||||||||
Ownership Limitation | 9.99% | |||||||||||
Senior Secured Convertible Notes [Member] | ||||||||||||
Convertible Notes Payable, Noncurrent | $ 0 | $ 0 | 2,362,273 | $ 1,662,492 | ||||||||
Senior Secured Convertible Notes [Member] | Board Member and Executive Officer [Member] | ||||||||||||
Proceeds from Convertible Debt | 80,000 | |||||||||||
Series 1 Convertible Notes [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 550,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 432 | |||||||||||
Series 1 Convertible Notes [Member] | Maximum [Member] | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 512 | |||||||||||
Series 2 Convertible Notes [Member] | ||||||||||||
Debt Instrument, Face Amount | $ 1,050,000 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 400 | |||||||||||
Convertible Debt | $ 600,000 | |||||||||||
Interest Payable | $ 100,000 | |||||||||||
Debt Instrument, Failure to Complete Uplist Transaction Fee, Percentage of Outstanding Principal | 125% | |||||||||||
Senior Secured Convertible Promissory Notes [Member] | ||||||||||||
Long-Term Debt, Total | $ 1,740,344 | $ 1,740,344 |
Note 11 - 2022 Convertible No_3
Note 11 - 2022 Convertible Note Offering - Summary of Valuation Assumptions for Warrants (Details) | Jul. 06, 2022 $ / shares |
Investor Warrants [Member] | |
Closing price per share of Common Stock (in dollars per share) | $ 79.84 |
Investor Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrants and Rights Outstanding, Measurement Input | 79.52 |
Investor Warrants [Member] | Measurement Input, Price Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.8844 |
Investor Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0296 |
Investor Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Investor Warrants [Member] | Measurement Input, Expected Term [Member] | |
Warrants and Rights Outstanding, Measurement Input | 5 |
Placement Agent Warrants [Member] | |
Closing price per share of Common Stock (in dollars per share) | $ 79.84 |
Placement Agent Warrants [Member] | Measurement Input, Exercise Price [Member] | |
Warrants and Rights Outstanding, Measurement Input | 80.48 |
Placement Agent Warrants [Member] | Measurement Input, Price Volatility [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.8844 |
Placement Agent Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0.0296 |
Placement Agent Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |
Warrants and Rights Outstanding, Measurement Input | 0 |
Placement Agent Warrants [Member] | Measurement Input, Expected Term [Member] | |
Warrants and Rights Outstanding, Measurement Input | 5 |
Note 11 - Series 1 and Series_2
Note 11 - Series 1 and Series 2 Convertible Notes (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 06, 2022 USD ($) | Jun. 22, 2020 USD ($) shares | Jun. 03, 2020 USD ($) shares | Jun. 30, 2015 $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Sep. 30, 2021 USD ($) | Jul. 07, 2022 USD ($) | Jun. 22, 2022 $ / shares | Nov. 06, 2020 USD ($) $ / shares shares | Jun. 04, 2020 USD ($) $ / shares | |
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||||||
Series 2 Notes Converted to Senior Secured Convertible Notes [Member] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 699,781 | |||||||||||||
Series D Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 400 | |||||||||||||
Series D Warrants [Member] | ||||||||||||||
Proceeds from Warrant Exercises | $ 82,000 | $ 850,000 | ||||||||||||
Class of Warrant or Right, Warrants Exercised | shares | 285 | 2,955 | ||||||||||||
Series J Warrants [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 400 | $ 400 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 214 | 2,216 | 2,110 | |||||||||||
Warrants and Rights Outstanding, Term | 1 year | |||||||||||||
Private Placement [Member] | ||||||||||||||
Issuance or Sale of Equity, Number of Units | 8,995 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 352 | |||||||||||||
Series 1 Convertible Notes [Member] | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||||||||
Debt Instrument, Face Amount | $ 550,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 432 | |||||||||||||
Series 1 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 512 | |||||||||||||
Series 2 Convertible Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 1,050,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 400 | |||||||||||||
Convertible Debt | $ 600,000 | |||||||||||||
Interest Payable | $ 100,000 | |||||||||||||
Series 1 & 2 Convertible Notes [Member] | ||||||||||||||
Interest Expense, Debt | $ 25,000 | $ 40,000 | $ 75,000 | $ 120,000 | $ 146,000 | $ 150,000 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2021 | |
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount | $ 42,695,000 | $ 37,018,000 | |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 40,367,000 | 36,033,000 | $ 36,033,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Other | 2,616 | 2,740 | 2,740 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 946,243 | 946,158 | 946,158 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 483,000 | 1,626,000 | |
Expire In 2026 [Member] | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 21,750,000 | ||
Expire In 2028 [Member] | |||
Deferred Tax Assets, Tax Credit Carryforwards, Other | 20,945,000 | 15,268,000 | 15,268,000 |
Deferred Tax Assets, Tax Credit Carryforwards, Research | 626,000 | 643,000 | 643,000 |
Expire In 2023 [Member] | |||
Deferred Tax Assets, Tax Credit Carryforwards, Research | $ 406,000 | $ 384,000 | $ 384,000 |
Note 12 - Income Taxes - Net De
Note 12 - Income Taxes - Net Deferred Tax Assets (Details) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Net operating loss carryforwards | $ 11,485,524 | $ 10,022,020 |
Capitalized expenditures | 1,535,736 | 1,703,849 |
Research and development credit carryforwards | 946,243 | 946,158 |
Stock based compensation | 1,427,946 | 2,352,432 |
Property and Equipment | 2,616 | 2,740 |
Accrued expenses | 162,191 | 57,812 |
Inventory allowance | 70,805 | 62,946 |
Gross deferred tax assets | 15,631,061 | 15,147,957 |
Deferred tax asset valuation allowance | (15,631,061) | (15,147,957) |
Net deferred tax assets | $ 0 | $ 0 |
Note 12 - Income Taxes - Comput
Note 12 - Income Taxes - Computation of Provision (benefits) Income Taxes from Statutory Federal Income Tax Rate (Details) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Expected income tax (benefit) at federal statutory rate | 21% | 21% |
Increase/(Decrease) due to: | ||
State income taxes – net of federal benefit | 3.65% | 5.80% |
Permanent Differences: | ||
Key man life insurance | 0% | (0.01%) |
Stock Based Compensation | (18.10%) | 0% |
R&D, taken as a credit | (0.23%) | (0.29%) |
Adjustment to fair value of derivative | 3.98% | 0.37% |
PPP Loan Forgiveness | 0.60% | |
Other | (1.14%) | (1.41%) |
Change in Valuation Allowance | (9.16%) | (26.06%) |
Total Income Tax Provision / (Benefit) | 0% | 0% |
Note 13- Payroll Protection P_2
Note 13- Payroll Protection Program Loan (Details Textual) - Paycheck Protection Program Loan [Member] - USD ($) | 12 Months Ended | |
Apr. 25, 2020 | Sep. 30, 2022 | |
Proceeds from Issuance of Debt | $ 176,300 | |
Debt Instrument, Term (Year) | 2 years | |
Debt Instrument, Interest Rate, Stated Percentage | 100% | |
Debt Instrument, Periodic Payment | $ 20,000 | |
Other Nonoperating Income (Loss) Debt Forgiveness Amount | $ 178,000 |
Note 14 - Stock-based Compens_3
Note 14 - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 27, 2021 | Jul. 30, 2021 | Jan. 27, 2021 | Oct. 14, 2020 | Jun. 18, 2013 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 01, 2022 | Oct. 01, 2021 | |
Common Stock, Shares Authorized | 12,000,000 | 12,000,000 | 500,000 | 500,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 79.44% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 119.44% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.13% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 2.85% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years 7 months 6 days | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 9,927 | 10,316 | |||||||||||
Research and Development Expense [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 7,000 | $ 29,000 | $ 55,000 | $ 123,000 | $ 148,000 | $ 124,000 | |||||||
General and Administrative Expense [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | 34,000 | 52,000 | 156,000 | 245,000 | 311,000 | 267,000 | |||||||
Employees Directors And Consultants [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | 41,000 | 81,000 | 211,000 | 367,000 | 459,000 | 391,000 | |||||||
Non Employee Restricted Shares [Member] | |||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 10,000 | $ 3,000 | $ 30,000 | $ 40,000 | $ 105,000 | |||||||
The 2013 Plan [Member] | |||||||||||||
Common Stock, Shares Authorized | 21,322 | 19,447 | 23,197 | 21,322 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 1,875 | ||||||||||||
Increase In Aggregate Number Of Shares | 1,875 | 1,875 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | 0 | 5,171 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 200,000 | $ 200,000 | $ 181,000 | ||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 9 days | 2 years 5 months 19 days | |||||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 3,000 | ||||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 32 | ||||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 94 | ||||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Board Of Directors And Management [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 2,610 | 297 | |||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Consultants [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 188 | 313 | 32 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other (in shares) | 454 | 532 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 90 days | ||||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Consultants [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 8.33% |
Note 14 - Stock-based Compens_4
Note 14 - Stock-based Compensation - Stock Compensation Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | 24 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Outstanding, shares (in shares) | 12,329 | 15,562 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 416 | $ 464 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 5 years 8 months 19 days | 1 year 4 months 9 days | 1 year 9 months 29 days | 1 year 5 months 15 days |
Outstanding, aggregate intrinsic value | $ 0 | $ 16,900 | $ 140,151 | $ 16,900 |
Awarded, shares (in shares) | 3,063 | 829 | ||
Awarded, weighted average exercise price (in dollars per share) | $ 64 | $ 48 | ||
Forfeited/Cancelled, shares (in shares) | (2,388) | (4,062) | ||
Forfeited/Cancelled, weighted average exercise price (in dollars per share) | $ 560 | $ 560 | ||
Outstanding, shares (in shares) | 13,004 | 12,329 | 15,562 | 12,329 |
Outstanding, weighted average exercise price (in dollars per share) | $ 312 | $ 416 | $ 464 | $ 416 |
Vested, shares (in shares) | 9,927 | 10,316 | ||
Vested, weighted average exercise price (in dollars per share) | $ 384 | $ 464 | ||
Vested, weighted average remaining contractual term (Year) | 4 years 10 months 6 days | 1 year 6 months 7 days | ||
Vested, aggregate intrinsic value | $ 0 | $ 0 | ||
Vested and expected to vest, shares (in shares) | 13,041 | 12,329 | 12,329 | |
Vested and expected to vest weighted average exercise price (in dollars per share) | $ 312 | $ 416 | $ 416 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 5 years 8 months 19 days | 1 year 5 months 15 days | ||
Vested and expected to vest, aggregate intrinsic value | $ 0 | $ 16,900 | $ 16,900 |
Note 14 - Stock-based Compens_5
Note 14 - Stock-based Compensation - Restricted Stock Activity (Details) - The 2013 Plan [Member] - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Non Vested at September 30, 2021 and 2020 (in shares) | 0 | 32 | 282 | 282 | ||
Awarded (in shares) | 0 | 625 | ||||
Vested (in shares) | 0 | (47) | (32) | (172) | (250) | (344) |
Forfeited (in shares) | 0 | 0 | ||||
Non Vested at September 30, 2022 and 2021 (in shares) | 0 | 110 | 0 | 110 | 32 | 282 |
Note 14 - Stock-based Compens_6
Note 14 - Stock-based Compensation - Restricted Stock Weighted Average Grant Date Fair Value (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Non Vested at September 30, 2021 and 2020 (in dollars per share) | $ 0 | $ 160 | $ 144 | $ 160 | $ 160 | $ 0 |
Awarded (in dollars per share) | 160 | 208 | ||||
Vested (in dollars per share) | (160) | (208) | ||||
Vested (in dollars per share) | 0 | (160) | (256) | |||
Forfeited (in dollars per share) | 0 | |||||
Non Vested at September 30, 2022 and 2021 (in dollars per share) | $ 0 | $ 160 | $ 0 | $ 160 | $ 144 | $ 160 |
Note 15 - Commitments and Con_2
Note 15 - Commitments and Contingencies (Details Textual) - USD ($) | Sep. 30, 2022 | Apr. 01, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 |
Lessee, Operating Lease, Term of Contract | 3 years | |||||
Accrued Rent | $ 21,000 | $ 42,000 | $ 42,000 | $ 39,600 | $ 38,400 | |
Operating Lease, Monthly Rent Payment Obligation | $ 3,500 | |||||
Operating Lease, Liability, Total | 0 | 0 | ||||
Operating Lease, Right-of-Use Asset | $ 0 | $ 0 | ||||
Patents [Member] | ||||||
Finite-Lived Intangible Asset, Useful Life | 20 years | |||||
M I T Licensing Agreement [Member] | ||||||
Contractual Obligation | $ 50,000 |
Note 1 - Basis of Presentatio_2
Note 1 - Basis of Presentation and Description of Business (Details Textual) - $ / shares | Jun. 30, 2023 | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Jan. 17, 2023 | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Gain (Loss) on Sale of Derivatives | $ 0 | $ 0 | $ 1,158,197 | $ 0 | $ 1,158,197 | $ 0 | |
Reclassification of Exchanged Notes Included in Notes Payable to Unsecured Convertible Notes | $ 699,781 | $ 699,781 | 699,781 | ||||
Extinguishment of Derivative Liabilities for Warrants [Member] | |||||||
Stockholders' Equity, Period Increase (Decrease) | $ 49,278 | ||||||
Reverse Stock Split [Member] | |||||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 |
Note 3 - Property and Equipme_7
Note 3 - Property and Equipment (10Q) (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation | $ 273 | $ 799 | $ 1,316 | $ 2,397 | $ 1,316 | $ 2,397 | $ 3,196 | $ 2,587 |
Note 3 - Property and Equipme_8
Note 3 - Property and Equipment - Property and Equipment (10Q) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Property and equipment, gross, Total | $ 33,756 | $ 33,756 | $ 33,756 | |
Less - accumulated depreciation, Total | 33,028 | 31,712 | 28,516 | |
Property and equipment, net, Total | $ 728 | $ 2,044 | $ 2,044 | 5,240 |
Furniture and Fixtures [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 5 years | 5 years | ||
Property and equipment, gross, Total | $ 9,357 | $ 9,357 | 9,357 | |
Leasehold Improvements [Member] | ||||
Property and equipment, gross, Total | $ 8,983 | $ 8,983 | 8,983 | |
Computer Equipment [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 3 years | 3 years | ||
Property and equipment, gross, Total | $ 14,416 | $ 14,416 | 14,416 | |
Technology Equipment [Member] | ||||
Property, and equipment, Estimated Useful Life (Year) | 5 years | 5 years | ||
Property and equipment, gross, Total | $ 1,000 | $ 1,000 | $ 1,000 |
Note 4 - Inventories - Inventor
Note 4 - Inventories - Inventories (10Q) (Details) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 |
Finished Goods | $ 56,828 | $ 9,063 | $ 249,571 | |
Goods-in-process | 1,326,110 | 1,405,785 | 844,194 | |
Total | $ 1,382,938 | $ 1,414,848 | $ 1,414,848 | $ 1,093,765 |
Note 5 - Insurance Premium Fi_4
Note 5 - Insurance Premium Financing (Details Textual) - Insurance Premium Financing [Member] - USD ($) | 10 Months Ended | ||||||
Jul. 31, 2022 | Apr. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | |
Debt Instrument, Face Amount | $ 354,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.99% | ||||||
Debt Instrument, Periodic Payment | $ 35,000 | $ 35,000 | |||||
Short-Term Debt, Total | $ 0 | $ 247,933 | $ 247,933 | $ 248,000 | $ 0 |
Note 6 - Stock-based Compensa_3
Note 6 - Stock-based Compensation (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Sep. 27, 2021 | Jan. 27, 2021 | Oct. 14, 2020 | Jun. 18, 2013 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Oct. 01, 2022 | Oct. 01, 2021 | |
Common Stock, Shares Authorized | 12,000,000 | 12,000,000 | 500,000 | 500,000 | ||||||||
Research and Development Expense [Member] | ||||||||||||
Share-Based Payment Arrangement, Expense | $ 7,000 | $ 29,000 | $ 55,000 | $ 123,000 | $ 148,000 | $ 124,000 | ||||||
General and Administrative Expense [Member] | ||||||||||||
Share-Based Payment Arrangement, Expense | 34,000 | 52,000 | 156,000 | 245,000 | 311,000 | 267,000 | ||||||
Employees Directors And Consultants [Member] | ||||||||||||
Share-Based Payment Arrangement, Expense | 41,000 | 81,000 | 211,000 | 367,000 | 459,000 | 391,000 | ||||||
Non Employee Restricted Shares [Member] | ||||||||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 10,000 | $ 3,000 | $ 30,000 | $ 40,000 | $ 105,000 | ||||||
The 2013 Plan [Member] | ||||||||||||
Common Stock, Shares Authorized | 21,322 | 19,447 | 23,197 | 21,322 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 1,875 | |||||||||||
Share-based Payment Arrangement, Annual Increase in Authorized Shares, Maximum Percentage of Common Stock Outstanding | 4% | |||||||||||
Increase In Aggregate Number Of Shares | 1,875 | 1,875 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 0 | 0 | 5,171 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 200,000 | $ 200,000 | $ 181,000 | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 1 month 9 days | 2 years 5 months 19 days | ||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Board Of Directors And Management [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 2,610 | 297 | ||||||||||
The 2013 Plan [Member] | Restricted Stock [Member] | Consultants [Member] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares) | 188 | 313 | 32 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Other (in shares) | 454 | 532 |
Note 6 - Stock-based Compensa_4
Note 6 - Stock-based Compensation - Stock Compensation Activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | 24 Months Ended | |
Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | |
Outstanding, shares (in shares) | 12,329 | 15,562 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 416 | $ 464 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 5 years 8 months 19 days | 1 year 4 months 9 days | 1 year 9 months 29 days | 1 year 5 months 15 days |
Outstanding, aggregate intrinsic value | $ 0 | $ 16,900 | $ 140,151 | $ 16,900 |
Awarded, shares (in shares) | 3,063 | 829 | ||
Awarded, weighted average exercise price (in dollars per share) | $ 64 | $ 48 | ||
Forfeited/Cancelled, shares (in shares) | (2,388) | (4,062) | ||
Forfeited/Cancelled, weighted average exercise price (in dollars per share) | $ 560 | $ 560 | ||
Outstanding, shares (in shares) | 13,004 | 12,329 | 15,562 | 12,329 |
Outstanding, weighted average exercise price (in dollars per share) | $ 312 | $ 416 | $ 464 | $ 416 |
Vested, shares (in shares) | 9,927 | 10,316 | ||
Vested, weighted average exercise price (in dollars per share) | $ 384 | $ 464 | ||
Vested, weighted average remaining contractual term (Year) | 4 years 10 months 6 days | 1 year 6 months 7 days | ||
Vested, aggregate intrinsic value | $ 0 | $ 0 | ||
Vested and expected to vest, shares (in shares) | 13,041 | 12,329 | 12,329 | |
Vested and expected to vest weighted average exercise price (in dollars per share) | $ 312 | $ 416 | $ 416 | |
Vested and expected to vest, weighted average remaining contractual term (Year) | 5 years 8 months 19 days | 1 year 5 months 15 days | ||
Vested and expected to vest, aggregate intrinsic value | $ 0 | $ 16,900 | $ 16,900 |
Note 6 - Stock-based Compensa_5
Note 6 - Stock-based Compensation - Restricted Stock Activity (Details) - shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restricted Stock [Member] | ||||||
Non Vested at September 30, 2021 and 2020 (in shares) | 157 | |||||
The 2013 Plan [Member] | ||||||
Non Vested at September 30, 2021 and 2020 (in shares) | 0 | 32 | 282 | 282 | ||
Vested (in shares) | 0 | (47) | (32) | (172) | (250) | (344) |
Non Vested at September 30, 2022 and 2021 (in shares) | 0 | 110 | 0 | 110 | 32 | 282 |
Note 6 - Stock-based Compensa_6
Note 6 - Stock-based Compensation - Restricted Stock Weighted Average Grant Date Fair Value (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | |
Non Vested at September 30, 2021 and 2020 (in dollars per share) | $ 0 | $ 160 | $ 144 | $ 160 | $ 0 |
Vested (in dollars per share) | 0 | (160) | (256) | ||
Non Vested at September 30, 2022 and 2021 (in dollars per share) | 0 | 160 | 0 | 160 | 160 |
The 2013 Plan [Member] | |||||
Non Vested at September 30, 2021 and 2020 (in dollars per share) | 144 | 160 | |||
Vested (in dollars per share) | (144) | (160) | |||
Non Vested at September 30, 2022 and 2021 (in dollars per share) | $ 0 | $ 160 | $ 0 | $ 160 | $ 160 |
Note 7 - Registered Direct Of_2
Note 7 - Registered Direct Offerings (Details Textual) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Mar. 10, 2023 $ / shares shares | Feb. 17, 2021 shares | May 12, 2019 shares | Jun. 28, 2018 shares | Feb. 20, 2017 $ / shares shares | Jun. 30, 2023 $ / shares shares | Jun. 30, 2023 $ / shares shares | Sep. 30, 2022 $ / shares shares | Sep. 30, 2021 $ / shares | May 12, 2019 $ / shares | May 12, 2019 item | Jun. 28, 2018 $ / shares | Jun. 28, 2018 item | Sep. 30, 2016 USD ($) | |
Shelf Registration Statement, Maximum Amount Authorized | $ | $ 50,000,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | ||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Stock Issued During Period, Shares, Warrants Exercised | 0 | |||||||||||||
Class Of Series F Warrant [Member] | ||||||||||||||
Percentage of Warrants Per Unit | 0.55 | |||||||||||||
Series F Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,200 | |||||||||||||
Class of Warrant or Right, Expired During Period (in shares) | 3,495 | |||||||||||||
Class Of Series G Warrant [Member] | ||||||||||||||
Percentage of Warrants Per Unit | 0.75 | |||||||||||||
Class Of Series H Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 640 | |||||||||||||
Series G Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,120 | |||||||||||||
Class of Warrant or Right, Exercised | 4,252 | |||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 426 | |||||||||||||
Series H Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 640 | |||||||||||||
Class of Warrant or Right, Exercised | 5,385 | |||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 1,078 | |||||||||||||
The 2017 SPA [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,355 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 960 | |||||||||||||
The 2018 SPA [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,669 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 800 | |||||||||||||
Number Of Accredited Investors | 8 | 8 | ||||||||||||
Registered Direct Offering 2018 [Member] | Class Of Series G Warrant [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1,120 | |||||||||||||
The 2019 SPA [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 5,385 | |||||||||||||
Shares Issued, Price Per Share | $ / shares | $ 520 | |||||||||||||
Number Of Accredited Investors | 5 | 5 |
Note 8 - Derivative Liabiliti_3
Note 8 - Derivative Liabilities (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Mar. 10, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | May 12, 2019 | Jun. 28, 2018 | Jun. 22, 2017 | Feb. 20, 2017 | |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Stock Issued During Period, Shares, Warrants Exercised | 0 | ||||||||||||
Gain (Loss) on Sale of Derivatives | $ 0 | $ 0 | $ 1,158,197 | $ 0 | $ 1,158,197 | $ 0 | |||||||
Extinguishment of Derivative Liabilities for Warrants [Member] | |||||||||||||
Stockholders' Equity, Period Increase (Decrease) | $ 49,278 | ||||||||||||
Derivative Warrant Liability [Member] | |||||||||||||
Derivative Liability | $ 1,628,113 | $ 1,628,113 | |||||||||||
Fair Value Adjustment of Derivatives | $ 0 | $ 1,000,000 | $ 108,944 | ||||||||||
Series F Warrant [Member] | |||||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | $ 288 | $ 288 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1,200 | ||||||||||||
Series G Warrant [Member] | |||||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | 176 | $ 176 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1,120 | ||||||||||||
Class of Warrant or Right, Exercised | 4,252 | ||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 426 | ||||||||||||
Series H Warrant [Member] | |||||||||||||
Class of Warrants and Rights, Required Cash Purchase Price (in dollars per share) | $ 85.28 | $ 85.28 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 640 | ||||||||||||
Class of Warrant or Right, Exercised | 5,385 | ||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 1,078 |
Note 8 - Derivative Liabiliti_4
Note 8 - Derivative Liabilities - Fair Value of Derivative Liability (Details) - Derivative Financial Instruments, Liabilities [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Sep. 30, 2022 | |
Series G Warrant [Member] | |||
Beginning balance at September 30, 2022 | $ 748,275 | ||
Exchange of warrants into common stock | (13,948) | ||
Adjustments to estimated fair value | (734,327) | ||
Ending balance at March 31, 2023 | 0 | $ 748,275 | |
Series G Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Beginning balance at September 30, 2022 | $ 748,275 | 748,275 | |
Issuances | 0 | ||
Adjustments to estimated fair value | 0 | ||
Ending balance at March 31, 2023 | 748,275 | ||
Expiration of derivative liability | 0 | ||
Series F Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Beginning balance at September 30, 2022 | 1,000,000 | 1,000,000 | |
Issuances | 0 | ||
Adjustments to estimated fair value | 0 | ||
Ending balance at March 31, 2023 | 0 | ||
Expiration of derivative liability | (1,000,000) | ||
Series H Warrant [Member] | |||
Beginning balance at September 30, 2022 | 459,200 | ||
Exchange of warrants into common stock | (35,330) | ||
Adjustments to estimated fair value | (423,870) | ||
Ending balance at March 31, 2023 | $ 0 | 459,200 | |
Series H Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Beginning balance at September 30, 2022 | 459,200 | $ 459,200 | |
Issuances | 0 | ||
Adjustments to estimated fair value | 0 | ||
Ending balance at March 31, 2023 | 459,200 | ||
Expiration of derivative liability | $ 0 |
Note 8 - Derivative Liabiliti_5
Note 8 - Derivative Liabilities - Derivative Liability Value Assumptions (Details) - Derivative Financial Instruments, Liabilities [Member] | Mar. 10, 2023 | Sep. 30, 2022 | Sep. 30, 2021 |
Series G Warrant [Member] | Measurement Input, Share Price [Member] | |||
Derivative Liability, Measurement Input | 32.80 | 1,120 | |
Series G Warrant [Member] | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 1,120 | ||
Series G Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Derivative Liability, Measurement Input | 1.7941 | ||
Series G Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative Liability, Measurement Input | 0.0491 | ||
Series G Warrant [Member] | Measurement Input, Expected Term [Member] | |||
Derivative Liability, Measurement Input | 0.24 | ||
Series G Warrant [Member] | Measurement Input, Inception Discount Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Series H Warrant [Member] | Measurement Input, Share Price [Member] | |||
Derivative Liability, Measurement Input | 32.80 | 30.72 | |
Series H Warrant [Member] | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 640 | ||
Series H Warrant [Member] | Measurement Input, Price Volatility [Member] | |||
Derivative Liability, Measurement Input | 1.4103 | ||
Series H Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative Liability, Measurement Input | 0.0475 | ||
Series H Warrant [Member] | Measurement Input, Expected Term [Member] | |||
Derivative Liability, Measurement Input | 1.31 | ||
Series H Warrant [Member] | Measurement Input, Inception Discount Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Series G Warrant Derivative [Member] | Measurement Input, Share Price [Member] | |||
Derivative Liability, Measurement Input | 0.96 | ||
Series G Warrant Derivative [Member] | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 1,120 | 1,120 | |
Series G Warrant Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Derivative Liability, Measurement Input | 1.3297 | 0.8740 | |
Series G Warrant Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative Liability, Measurement Input | 0.0405 | 0.0019 | |
Series G Warrant Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Series G Warrant Derivative [Member] | Measurement Input, Expected Term [Member] | |||
Derivative Liability, Measurement Input | 0.69 | 0.0170 | |
Series G Warrant Derivative [Member] | Measurement Input, Inception Discount Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | ||
Series H Warrant Derivative [Member] | Measurement Input, Share Price [Member] | |||
Derivative Liability, Measurement Input | 640 | 0.96 | |
Series H Warrant Derivative [Member] | Measurement Input, Exercise Price [Member] | |||
Derivative Liability, Measurement Input | 640 | 640 | |
Series H Warrant Derivative [Member] | Measurement Input, Price Volatility [Member] | |||
Derivative Liability, Measurement Input | 1.2250 | 0.8659 | |
Series H Warrant Derivative [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Derivative Liability, Measurement Input | 0.0414 | 0.0041 | |
Series H Warrant Derivative [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Derivative Liability, Measurement Input | 0 | 0 | |
Series H Warrant Derivative [Member] | Measurement Input, Expected Term [Member] | |||
Derivative Liability, Measurement Input | 1.57 | 0.0258 | |
Series H Warrant Derivative [Member] | Measurement Input, Inception Discount Rate [Member] | |||
Derivative Liability, Measurement Input | 0 |
Note 9 - October 2019 Registe_2
Note 9 - October 2019 Registered Direct Offering (Details Textual) | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||
Feb. 17, 2021 shares | Oct. 16, 2019 USD ($) $ / shares shares | Jun. 30, 2023 shares | Jun. 30, 2023 shares | Jun. 30, 2023 shares | Sep. 30, 2022 shares | Oct. 18, 2019 $ / shares shares | |
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | |||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | ||||
Series I Warrant [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 352 | $ 352 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,929 | 8,929 | 8,929 | ||||
Proceeds from Subscribed, Unissued Common Stock and Warrants | $ | $ 2,500,000 | ||||||
Payments of Stock Issuance Costs | $ | $ 158,000 | ||||||
Series I Warrant [Member] | Minimum [Member] | |||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.060 | ||||||
Series I Warrant [Member] | Maximum [Member] | |||||||
Percentage of Fee on Gross Proceeds of Warrants | 0.082 | ||||||
October 2019 Placement Agent Warrants [Member] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 350 | $ 350 | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 670 | 670 | |||||
Warrants and Rights Outstanding, Term | 5 years | ||||||
Series I and Placement Agent Warrants [Member] | |||||||
Class of Warrant or Right, Exercised | 0 | 0 | |||||
Placement Agent Warrants [Member] | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 670 | 670 | 670 | 670 | |||
Registered Direct Offering 2019 [Member] | |||||||
Number Of Accredited Investors | 7 | ||||||
Stock Issued During Period, Shares, New Issues | 8,929 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 280 | ||||||
Proceeds from Subscribed, Unissued Common Stock and Warrants | $ | $ 2,500,000 | ||||||
Payments of Financing Costs | $ | 333,000 | ||||||
Payments of Stock Issuance Costs | $ | $ 158,000 |
Note 10 - 2021 Registered Dir_2
Note 10 - 2021 Registered Direct Offerings (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Feb. 22, 2021 | Feb. 17, 2021 | Feb. 11, 2021 | Mar. 31, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | |
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | ||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Series K Warrant [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,215 | 20,215 | 20,215 | |||
Warrants and Rights Outstanding, Term | 5 years 6 months | |||||
Placement Agent 2 Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,022 | 2,022 | 2,022 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 320 | |||||
Warrants and Rights, Percent of Stock Oustanding Callable | 7.50% | |||||
Series K and Placement Agent 2 Warrants [Member] | ||||||
Class of Warrant or Right, Exercised | 0 | |||||
The 2021 Registered Direct Offering [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 26,954 | 26,954 | ||||
Shares Issued, Price Per Share | $ 256 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 272 | |||||
Proceeds from Issuance or Sale of Equity | $ 6,900,000 | |||||
Payments of Stock Issuance Costs | 700,000 | |||||
The 2021 Registered Direct Offering [Member] | Non-accountable Expense Fee [Member] | ||||||
Securities Purchase Agreement, Potential Fees | 10,000 | |||||
The 2021 Registered Direct Offering [Member] | Fees and Expenses of Legal Counsel and Other Out-of-pocket Expenses [Member] | ||||||
Securities Purchase Agreement, Potential Fees | 50,000 | |||||
The 2021 Registered Direct Offering [Member] | Clearing Expenses [Member] | ||||||
Securities Purchase Agreement, Potential Fees | $ 10,000 | |||||
The 2021 Registered Direct Offering [Member] | Participating Investors [Member] | ||||||
Securities Purchase Agreement, Cash Placement Fee | 7.50% | |||||
The 2021 Registered Direct Offering [Member] | Certain Investors With Pre-existing Relationships [Member] | ||||||
Securities Purchase Agreement, Cash Placement Fee | 6% |
Note 11 - 2022 Convertible No_4
Note 11 - 2022 Convertible Note Offering, Second Notes Offering, and Third Notes Offering (Details Textual) | 3 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2023 USD ($) shares | Jan. 18, 2023 USD ($) shares | Jul. 07, 2022 USD ($) $ / shares shares | Jul. 06, 2022 USD ($) | Feb. 17, 2021 shares | Mar. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) shares | Mar. 31, 2023 USD ($) | Nov. 08, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Sep. 30, 2021 USD ($) | Mar. 10, 2023 USD ($) | Nov. 06, 2020 USD ($) $ / shares | Jun. 04, 2020 USD ($) $ / shares | |
Stock Issued During Period, Shares, New Issues | shares | 26,954 | 26,954 | ||||||||||||
Percentage of Principal Amount | 15% | |||||||||||||
Proceeds from Issuance of Convertible Notes, Common Stock and Warrants, Gross | $ 488,000 | $ 530,000 | $ 3,500,000 | |||||||||||
Debt Issuance Costs, Gross | 775,000 | |||||||||||||
Placement Agents Fees | $ 555,000 | $ 15,000 | ||||||||||||
Proceeds from Convertible Debt | $ 0 | $ 1,050,000 | ||||||||||||
Proceeds from Issuance of Common Stock | $ 25,840 | |||||||||||||
Series 2 Notes Converted to Senior Secured Convertible Notes [Member] | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 699,781 | |||||||||||||
Inducement Shares 2022 [Member] | ||||||||||||||
Proceeds from Issuance or Sale of Equity | $ 314,523 | |||||||||||||
Third Inducement Shares [Member] | ||||||||||||||
Proceeds from Issuance of Common Stock | $ 18,394 | |||||||||||||
Securities Purchase Agreement [Member] | ||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 1,326 | 1,200 | 7,979 | |||||||||||
Notes 2022 [Member] | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 2,400,000 | |||||||||||||
Placement Agent 2022 [Member] | ||||||||||||||
Percentage of Gross Proceeds from Issuance of Private Placement | 1,000% | |||||||||||||
Reimbursement of Non-accountable Banking Fees | $ 58,000 | |||||||||||||
Placement Agent 2022 [Member] | Certain Investors [Member] | ||||||||||||||
Payments of Stock Issuance Costs | 240,000 | |||||||||||||
Private Placement Notes [Member] | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 1,100,000 | |||||||||||||
Placement Agent 2022, Second Notes [Member] | ||||||||||||||
Proceeds from Issuance of Private Placement | $ 500,000 | |||||||||||||
Percentage of Gross Proceeds from Issuance of Private Placement | 10% | |||||||||||||
Gross Proceeds Required to Recognize Deferred Amounts | $ 1,000,000 | |||||||||||||
Placement Agent 2022, Second Notes [Member] | Certain Investors [Member] | ||||||||||||||
Payments of Stock Issuance Costs | 50,000 | |||||||||||||
Warrant Shares [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 53,195 | |||||||||||||
Placement Agent Warrant 2022 [Member] | ||||||||||||||
Warrants and Rights Outstanding | $ 220,000 | |||||||||||||
Second Warrants [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 15,996 | |||||||||||||
Long-Term Debt, Total | $ 256,439 | |||||||||||||
Third Warrants [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 17,675 | 17,675 | ||||||||||||
Long-Term Debt, Total | $ 164,136 | |||||||||||||
Warrant 2022 [Member] | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 79.52 | |||||||||||||
Long-Term Debt, Total | $ 1,470,133 | |||||||||||||
Warrant 2022 [Member] | Maximum [Member] | ||||||||||||||
Ownership Limitation | 9.99% | |||||||||||||
Placement Agent 2022 [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 3,939 | |||||||||||||
Placement Agent 2022, Second Notes [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 821 | |||||||||||||
Placement Agent Warrants [Member] | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 670 | 670 | 670 | |||||||||||
Warrants and Rights Outstanding | $ 219,894 | $ 219,894 | $ 219,894 | |||||||||||
Second Placement Agent Warrants [Member] | ||||||||||||||
Warrants and Rights Outstanding | 28,093 | 28,093 | ||||||||||||
Notes 2022 [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 4,230,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 705,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | 10% | |||||||||||
Debt Instrument, Interest Rate for Amount of Principal or Interest Not Paid When Due | 18% | 18% | 18% | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 73.12 | |||||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | 9,571 | |||||||||||||
Interest Payable | 119,000 | |||||||||||||
Interest Expense, Debt | 421,000 | |||||||||||||
Accretion of Debt Discount | 302,000 | |||||||||||||
Long-Term Debt, Total | 2,945,448 | 2,945,448 | 1,662,492 | |||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 1,284,552 | 1,284,552 | 2,567,507 | |||||||||||
Notes 2022 [Member] | Minimum [Member] | ||||||||||||||
Ownership Limitation | 4.99% | |||||||||||||
Notes 2022 [Member] | Maximum [Member] | ||||||||||||||
Ownership Limitation | 9.99% | |||||||||||||
Second Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | 636,000 | |||||||||||||
Debt Instrument, Unamortized Discount | $ 106,000 | |||||||||||||
Long-Term Debt, Total | $ 345,845 | 355,992 | $ 345,845 | 355,992 | ||||||||||
Long-Term Debt, Gross | 247,721 | 247,721 | ||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 290,155 | 346,728 | 290,155 | 346,728 | ||||||||||
Third Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | 702,720 | 702,720 | ||||||||||||
Debt Instrument, Unamortized Discount | 214,720 | 214,720 | ||||||||||||
Long-Term Debt, Gross | $ 305,470 | $ 305,470 | ||||||||||||
Senior Secured Convertible Notes [Member] | Board Member and Executive Officer [Member] | ||||||||||||||
Proceeds from Convertible Debt | 80,000 | |||||||||||||
Series 1 Convertible Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 550,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 432 | |||||||||||||
Series 1 Convertible Notes [Member] | Maximum [Member] | ||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 512 | |||||||||||||
Series 2 Convertible Notes [Member] | ||||||||||||||
Debt Instrument, Face Amount | $ 1,050,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 400 | |||||||||||||
Convertible Debt | $ 600,000 | |||||||||||||
Interest Payable | $ 100,000 | |||||||||||||
Debt Instrument, Failure to Complete Uplist Transaction Fee, Percentage of Outstanding Principal | 125% | |||||||||||||
Debt Instrument, Additional Issuance, Product Rate | 2.4 | |||||||||||||
Debt Instrument, Approval of Extension, Percentage Purchase | 50% | |||||||||||||
Debt Instrument, Approval of Extension, Purchase Above Percentage | $ 1 | |||||||||||||
The 2022 Notes and Second Notes [Member] | ||||||||||||||
Interest Expense, Debt | 784,000 | 1,893,000 | ||||||||||||
Interest Payable | 150,000 | 413,000 | ||||||||||||
Accretion of Debt Discount | 634,000 | 1,480,000 | ||||||||||||
Senior Secured Convertible Promissory Notes [Member] | ||||||||||||||
Long-Term Debt, Total | $ 1,740,344 | $ 1,740,344 | $ 1,740,344 |
Note 11 - 2022 Convertible No_5
Note 11 - 2022 Convertible Note Offering and Second Notes Offering - Summary of Valuation Assumptions for Warrants (Details) | May 15, 2023 $ / shares | Jan. 18, 2023 $ / shares | Jul. 06, 2022 $ / shares |
Investor Warrants [Member] | |||
Closing price per share of Common Stock (in dollars per share) | $ 79.84 | ||
Investor Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 79.52 | ||
Investor Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.8844 | ||
Investor Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0296 | ||
Investor Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Investor Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 5 | ||
Second Warrants [Member] | |||
Closing price per share of Common Stock (in dollars per share) | $ 46.08 | ||
Second Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 79.52 | ||
Second Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1.1131 | ||
Second Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0343 | ||
Second Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Second Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 5 | ||
Third Warrants [Member] | |||
Closing price per share of Common Stock (in dollars per share) | $ 22.16 | ||
Third Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 79.52 | ||
Third Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1.1433 | ||
Third Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0346 | ||
Third Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Third Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 5 | ||
Second Placement Agent Warrants [Member] | |||
Closing price per share of Common Stock (in dollars per share) | $ 46.08 | ||
Second Placement Agent Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 80.48 | ||
Second Placement Agent Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 1.1131 | ||
Second Placement Agent Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0343 | ||
Second Placement Agent Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Second Placement Agent Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 5 | ||
Placement Agent Warrants [Member] | |||
Closing price per share of Common Stock (in dollars per share) | $ 79.84 | ||
Placement Agent Warrants [Member] | Measurement Input, Exercise Price [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 80.48 | ||
Placement Agent Warrants [Member] | Measurement Input, Price Volatility [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.8844 | ||
Placement Agent Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0.0296 | ||
Placement Agent Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 0 | ||
Placement Agent Warrants [Member] | Measurement Input, Expected Term [Member] | |||
Warrants and Rights Outstanding, Measurement Input | 5 |
Note 12 - Series Convertible _2
Note 12 - Series Convertible Notes (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 12, 2023 shares | Jul. 06, 2022 USD ($) | Nov. 06, 2020 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 10, 2023 | Mar. 09, 2023 | Jul. 07, 2022 USD ($) | Jun. 04, 2020 USD ($) $ / shares | |
Conversion of Series 1 Convertible Notes Into Common Stock [Member] | Subsequent Event [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 7,489 | ||||||||||||
Series 2 Notes Converted to Senior Secured Convertible Notes [Member] | |||||||||||||
Debt Conversion, Original Debt, Amount | $ 699,781 | ||||||||||||
Series 1 Convertible Notes [Member] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | |||||||||||
Debt Instrument, Face Amount | $ 550,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 432 | ||||||||||||
Series 1 Convertible Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 512 | ||||||||||||
Series 1 Convertible Notes [Member] | Subsequent Event [Member] | |||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | shares | 7,489 | ||||||||||||
Series 2 Convertible Notes [Member] | |||||||||||||
Debt Instrument, Face Amount | $ 1,050,000 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 400 | ||||||||||||
Convertible Debt | $ 600,000 | ||||||||||||
Interest Payable | $ 100,000 | ||||||||||||
Debt Conversion, Principal and Accrued Interest Conversion Multiple | 4.5 | 1.6 | |||||||||||
Series 1 & 2 Convertible Notes [Member] | |||||||||||||
Debt Instrument, Term (Year) | 3 years | ||||||||||||
Interest Expense, Debt | $ 25,000 | $ 40,000 | $ 75,000 | $ 120,000 | $ 146,000 | $ 150,000 |
Note 14 - Shareholder Advance_2
Note 14 - Shareholder Advances and Prefundings Related to The Anticipated Bridge Financing (Details Textual) - USD ($) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 6 Months Ended | ||||
Jul. 07, 2023 | May 15, 2023 | May 15, 2023 | May 31, 2023 | May 12, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | May 18, 2023 | |
Proceeds from Shareholder Advances | $ 538,000 | $ 1,228,015 | $ 575,000 | |||||
Advance Expected to Roll Into Near-term Capital Raise | $ 350,015 | $ 340,000 | ||||||
Single Investor [Member] | ||||||||
Proceeds from Shareholder Advances | $ 488,000 | $ 488,000 | ||||||
In Connection With Near Term Capital Raise [Member] | ||||||||
Proceeds from Shareholder Advances | $ 50,000 | |||||||
In Connection With Near Term Capital Raise [Member] | Subsequent Event [Member] | ||||||||
Proceeds from Shareholder Advances | $ 50,000 | |||||||
Payments of Shareholder Advances | $ 60,000 |
Note 15 - Subsequent Events (De
Note 15 - Subsequent Events (Details Textual) | 1 Months Ended | 2 Months Ended | 4 Months Ended | 6 Months Ended | |||||||||||||
Jul. 12, 2023 shares | Jul. 11, 2023 USD ($) | Jul. 07, 2023 USD ($) $ / shares shares | May 15, 2023 USD ($) | May 15, 2023 USD ($) | May 31, 2023 USD ($) | May 12, 2023 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Jul. 18, 2023 shares | Mar. 10, 2023 $ / shares | Mar. 09, 2023 | Sep. 30, 2022 $ / shares shares | Jul. 07, 2022 | Sep. 30, 2021 $ / shares shares | Nov. 06, 2020 USD ($) | Jun. 04, 2020 USD ($) | |
Common stock, shares issued (in shares) | 160,657 | 156,179 | 148,232 | ||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||
Proceeds from Shareholder Advances | $ | $ 538,000 | $ 1,228,015 | $ 575,000 | ||||||||||||||
Common Stock, Shares Authorized | 12,000,000 | 500,000 | 500,000 | ||||||||||||||
Series 1 Convertible Notes [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ | $ 550,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | |||||||||||||||
Series 2 Convertible Notes [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ | $ 1,050,000 | ||||||||||||||||
Debt Conversion, Principal and Accrued Interest Conversion Multiple | 4.5 | 1.6 | |||||||||||||||
In Connection With Near Term Capital Raise [Member] | |||||||||||||||||
Proceeds from Shareholder Advances | $ | $ 50,000 | ||||||||||||||||
Single Investor [Member] | |||||||||||||||||
Proceeds from Shareholder Advances | $ | $ 488,000 | $ 488,000 | |||||||||||||||
Placement Agent Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 670 | 670 | |||||||||||||||
Subsequent Event [Member] | |||||||||||||||||
Uplist Transaction, Purchase Price Rate Over Price Paid by Investor | 4.3 | ||||||||||||||||
Proceeds from Issuance or Sale of Equity | $ | $ 1,850,000 | ||||||||||||||||
Threshold of Public Offering Price Per Share to Trigger Issuance of Additional Securities | $ / shares | $ 32 | ||||||||||||||||
Maximum Specified Percentage Unless Agreed by Holder | (2500.00%) | ||||||||||||||||
Maximum Specified Percentage Unless Agreed by Company | (5000.00%) | ||||||||||||||||
Common Stock, Shares Authorized | 350,000,000 | ||||||||||||||||
Percentage of Common Stock Needs for Action by Written Consent | 5,000% | ||||||||||||||||
Percentage of Common Stock That Shall Constitute a Quorum at Stockholders Meeting | 3,333.33% | ||||||||||||||||
Subsequent Event [Member] | The 2023 Omnibus Equity Incentive Plan [Member] | |||||||||||||||||
Common Stock, Shares Authorized | 56,897 | ||||||||||||||||
Subsequent Event [Member] | Finance Agreement [Member] | First Insurance Funding [Member] | |||||||||||||||||
Debt Instrument, Face Amount | $ | $ 310,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 749% | ||||||||||||||||
Line of Credit Facility, Periodic Payment | $ | $ 32,000 | ||||||||||||||||
Subsequent Event [Member] | Series 1 Convertible Notes [Member] | |||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 7,489 | ||||||||||||||||
Subsequent Event [Member] | In Connection With Near Term Capital Raise [Member] | |||||||||||||||||
Payments of Shareholder Advances | $ | $ 60,000 | ||||||||||||||||
Proceeds from Shareholder Advances | $ | $ 50,000 | ||||||||||||||||
Subsequent Event [Member] | Prefunded Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 624,525 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 2.192 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 624,525 | ||||||||||||||||
Subsequent Event [Member] | Common Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Outstanding | 1,686,361 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,686,361 | ||||||||||||||||
Subsequent Event [Member] | Placement Agent Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Percentage of Securities Sold | 5% | ||||||||||||||||
Subsequent Event [Member] | Prefunded Warrants Participating in Uplist Transaction [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.001 | ||||||||||||||||
Class of Warrant or Right, Redemption Price | $ / shares | $ 6.56 | ||||||||||||||||
The 2023 SPA [Member] | Subsequent Event [Member] | |||||||||||||||||
Common stock, shares issued (in shares) | 218,656 | ||||||||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.001 | ||||||||||||||||
Common Stock, Purchase Price | $ / shares | $ 2.20 | ||||||||||||||||
Equity Offering, Placement Agent Fee, Percentage of Gross Proceeds | 8% | ||||||||||||||||
Blank Check Preferred Stock [Member] | Subsequent Event [Member] | |||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 |