Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 20, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-54986 | |
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 Street, 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 Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 4,742,364 | |
Entity Central Index Key | 0001537561 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Current assets: | ||
Cash | $ 205,850 | $ 222,720 |
Inventory | 1,335,849 | 1,364,504 |
Prepaid expenses and other current assets | 272,799 | 362,866 |
Total current assets | 1,814,498 | 1,950,090 |
Long-term assets: | ||
Property and equipment, net | 3,949 | 4,599 |
Other assets | 3,500 | 3,500 |
Total long-term assets | 7,449 | 8,099 |
Total assets | 1,821,947 | 1,958,189 |
Accrued expenses and other liabilities | 486,062 | 467,496 |
Accounts payable | 2,772,424 | 2,304,207 |
Accrued interest, current portion | 856,584 | 823,128 |
Total current liabilities | 11,397,463 | 9,465,921 |
Commitments and Contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding as of December 31, 2023 and September 30, 2023 | 0 | 0 |
Common stock, $0.001 par value, 350,000,000 authorized as of December 31, 2023 and September 30, 2023, 4,742,364 and 4,689,446 shares issued and outstanding as of December 31, 2023 and September 30, 2023 | 4,742 | 4,689 |
Additional paid-in capital | 55,157,003 | 54,543,188 |
Accumulated deficit | (64,737,261) | (62,055,609) |
Total stockholders’ deficit | (9,575,516) | (7,507,732) |
Total liabilities and stockholders’ deficit | 1,821,947 | 1,958,189 |
Bridge Financing [Member] | ||
Long-term assets: | ||
Short-term debt | 950,000 | 0 |
Insurance Premium Financing [Member] | ||
Long-term assets: | ||
Short-term debt | 139,020 | 243,285 |
Senior Secured Convertible Notes [Member] | ||
Long-term assets: | ||
Current Portion of convertible note | 4,183,035 | 3,519,103 |
Unsecured Convertible Notes [Member] | ||
Long-term assets: | ||
Current Portion of convertible note | 2,010,338 | 1,658,702 |
Convertible Notes Payable Series Two [Member] | ||
Long-term assets: | ||
Current Portion of convertible note | $ 0 | $ 450,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued (in shares) | 0 | 0 |
Preferred Stock, Shares Outstanding (in shares) | 0 | 0 |
Common Stock, Par Value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized (in shares) | 350,000,000 | 350,000,000 |
Common Stock, Shares, Issued (in shares) | 4,742,364 | 4,689,446 |
Common Stock, Shares, Outstanding, Ending Balance (in shares) | 4,742,364 | 4,689,446 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue | $ 45,867 | $ 6,261 |
Operating expenses: | ||
Cost of revenues | 23,606 | 17,635 |
Selling, general and administrative expenses | 1,311,350 | 1,102,916 |
Research and development expenses | 205,580 | 161,453 |
Total operating expenses | 1,540,536 | 1,282,004 |
Loss from operations | (1,494,669) | (1,275,743) |
Other income (expense): | ||
Interest expense | (1,186,983) | (524,313) |
Net loss | $ (2,681,652) | $ (1,800,056) |
Loss per share - basic and diluted | ||
Net loss per common share - basic and diluted (in dollars per share) | $ (0.57) | $ (1.44) |
Weighted common shares - basic and diluted (in shares) | 4,707,473 | 1,249,432 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Sep. 30, 2022 | 0 | 1,249,432 | |||
Balance at Sep. 30, 2022 | $ 0 | $ 1,249 | $ 50,878,718 | $ (55,072,773) | $ (4,192,806) |
Net loss | (1,800,056) | (1,800,056) | |||
Stock-based compensation expense | 104,026 | 104,026 | |||
Balance (in shares) at Dec. 31, 2022 | 0 | 1,249,432 | |||
Balance at Dec. 31, 2022 | $ 0 | $ 1,249 | 50,982,744 | (56,872,829) | (5,888,836) |
Balance (in shares) at Sep. 30, 2023 | 0 | 4,689,446 | |||
Balance at Sep. 30, 2023 | $ 0 | $ 4,689 | 54,543,188 | (62,055,609) | (7,507,732) |
Net loss | $ 0 | $ 0 | 0 | (2,681,652) | (2,681,652) |
Issuance of common stock upon conversion of convertible notes (in shares) | 0 | 52,918 | |||
Issuance of common stock upon conversion of convertible notes | $ 0 | $ 53 | 587,906 | 0 | 587,959 |
Stock-based compensation expense | $ 0 | $ 0 | 25,909 | 0 | 25,909 |
Balance (in shares) at Dec. 31, 2023 | 0 | 4,742,364 | |||
Balance at Dec. 31, 2023 | $ 0 | $ 4,742 | $ 55,157,003 | $ (64,737,261) | $ (9,575,516) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (2,681,652) | $ (1,800,056) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation | 650 | 663 |
Stock-based compensation | 25,909 | 104,026 |
Accretion of discount and debt issuance costs on convertible notes payable | 1,015,568 | 371,755 |
Changes in operating assets and liabilities: | ||
Inventory | 28,655 | 3,211 |
Prepaid expenses and other current assets | 90,067 | 147,492 |
Accounts payable | 468,217 | 433,482 |
Accrued interest | 171,414 | 152,558 |
Accrued expenses and other liabilities | 18,567 | (63,196) |
Net cash used in operating activities | (862,605) | (650,065) |
Cash flows from financing activities: | ||
Repayment of insurance premium financing | (104,265) | (106,257) |
Proceeds from shareholders and third-party advances related to bridge financing | 950,000 | 0 |
Proceeds from issued common stock and warrants, net of financing costs | 0 | 20,000 |
Net cash provided by (used in) financing activities | 845,735 | (86,257) |
Net decrease in cash | (16,870) | (736,322) |
Cash, beginning of year | 222,720 | 746,940 |
Cash, end of period | 205,850 | 10,618 |
Conversion of Series 2 Convertible Notes and Interest Into Common Stock [Member] | ||
Non-cash financing activities: | ||
Conversion of Series 2 convertible notes and accrued interest into common stock | $ 587,959 | $ 0 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Arch Therapeutics, Inc. (together with its subsidiary, the “Company” or “Arch”) is a biotechnology company developing and marketing a product based on our innovative AC5® self-assembling technology platform. The Company believes that its products can be important advances in the field of stasis and barrier applications, which includes managing wounds created during surgery, trauma or interventional care, or from disease; stopping bleeding (hemostasis); and controlling leaking (sealant). Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of Dec ember 31, 2023, and the results of its operations and its cash flows for the three months ended December 31, 2023 and 2022. The balance sheet as of September 30, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended December 31, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending September 30, 2024. In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s President and Chief Executive Officer) determined that the Company has only one reporting unit. The condensed 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. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has not yet generated sufficient revenues to fund operations and relies on issuance of debt and equity instruments to generate working capital. As reflected in the accompanying financial statements, for the three months ended December 31, 2023, the Company recorded a net loss of $2,681,652 and used cash in operations of $862,605. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. The Company has not yet generated sufficient revenues to fund operations and relies on issuance of debt and equity instruments to generate working capital. In evaluating the going concern position of the Company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity and/or debt financing. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. Reverse stock split 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, effective January 17, 2023. Accordingly, all share and per share amounts presented herein with respect to common stock have been retroactively adjusted to reflect the above-described reverse stock split for all periods presented. 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. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of equity instruments issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. Revenue The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers 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 condensed 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 December 31, 2023 and September 30, 2023, 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 10), 2022 Notes (see Note 8), and Second Notes (see Note 9), and Third Notes (see Note 9) approximate fair value because borrowing rates and terms are similar to comparable market participants. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company has determined that the warrants issued in June 2018 and May 2019 equity financing (see Note 3) meet the requirements for liability classification. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: December 31, 2023 December 31, 2022 Stock Options 100,300 104,325 Stock Warrants 26,284,002 789,577 Convertible notes payable 771,340 652,202 Unvested restricted common stock - 250 Total 27,155,642 1,546,354 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. Risks and uncertainties – 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 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. The extent to which recent events, including COVID-19 and the recent war in Ukraine, will impact the global economy and the Company is uncertain and cannot be reasonably measured. |
Note 2 - Inventories
Note 2 - Inventories | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. INVENTORIES Inventories consist of the following: December 31, September 30, 2023 2023 Finished Goods $ 13,971 $ 40,969 Goods-in-Process 1,321,878 1,323,535 Total $ 1,335,849 $ 1,364,504 Inventories are stated at the lower of cost or net realizable value, with cost determined on a first-in, first-out (“FIFO”) basis. 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 Company records adjustments to its inventory for estimated obsolescence or diminution in net realizable value equal to the difference between the cost of the inventory and the estimated net realizable value. When evidence exists that the net realizable value of inventory is lower than its cost, the difference is recognized as a loss in the period in which it occurs. Once inventory has been written down, it creates a new cost basis for inventory that may not subsequently written up. For the periods ended December 31, 2023 and 2022, the Company did not |
Note 3 - Warrant Derivative Lia
Note 3 - Warrant Derivative Liability | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | 3. WARRANT DERIVATIVE LIABILITY As of December 31, 2023 and September 30, 2023, there are no instruments accounted as a derivative liability. The Company previously issued warrants (Series G and Series H warrants) that were accounted for the in accordance with ASC 815-10 as the Company is required to purchase the Series G, and Series H warrants for an amount of cash per share equal to $22.00 and $10.66, respectively, (the "Minimum Value"). Accordingly, the warrants were recorded as liabilities at the greater of the Minimum Value or fair value, and are marked to market each reporting period. At December 31, 2022, the derivative liabilities were valued at their minimum value of $1,207,475, which was greater than the fair value determined using the Black Scholes Model. In March 2023, the Company entered into exchange agreements with the holders of the Series G warrants and the Series H warrants to exchange all outstanding warrants in shares of common stock. |
Note 4 - Convertible Notes Paya
Note 4 - Convertible Notes Payable, Senior Secured | 3 Months Ended |
Dec. 31, 2023 | |
Senior Secured Convertible Notes [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 4. CONVERTIBLE NOTES PAYABLE, SENIOR SECURED December 31, 2023 September 30, 2023 Senior Secured Convertible Promissory Notes (the “2022 Notes”) $ 4,230,000 $ 4,230,000 Unamortized debt discount (46,965 ) (710,897 ) Net Balance 4,183,035 3,519,103 Current Balance (4,183,035 ) (3,519,103 ) Non-Current Balance - - In July 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional and accredited individual investors and issued Senior Secured Convertible Promissory Notes (the “2022 Notes”) in the aggregate of $4,230,000 in exchange for cash proceeds of $3,525,000, net of original issue discount (OID) of $705,000. The 2022 Notes are secured by tangible and intangible assets of the Company, bears interest at a rate of 10% per annum payable at maturity or upon conversion, matures January 6, 2024 (subsequently extended to March 15, 2024), and are convertible into shares of the Company’s common stock at a conversion price of $9.14 per share. The 2022 Notes contain customary events of default. Further, events of default under the 2022 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 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 March 15, 2024 (the “Uplist Transaction”). During the year ended September 2023, for no additional consideration, the 2022 Notes were amended several times in order to allow the Company to issue additional notes payable, extend the completion date for the Uplist Transaction, and amend certain provisions with regards to mandatory conversion of the notes upon the Uplist Transaction. In connection with the issuance of the 2022 Notes, the Company granted the 2022 Notes noteholders 425,555 warrants to purchase shares of common stock. The warrants are fully vested, exercisable at $9.94 per share and expire in 5 years. The Company estimated the relative fair value of the warrants to be $1,470,000 using the Black Scholes option pricing model. The Company also issued note holders 63,834 shares of the Company’s common stock with a relative fair value of $315,000. The Company also issued 31,510 warrants to purchase shares of common stock to the placement agent that assisted in the 2022 Notes offering. The placement agent warrants are fully vested, exercisable at $10.06 per share and will expire in 5 years. The Company estimated the relative fair value of the placement agent warrants to be $108,000 using the Black Scholes option pricing model. The Company incurred direct legal and professional fees of $271,000 as part of this offering. The Company recorded 2022 Notes with total principal of $4,230,000. In addition, total debt discount of $2,870,000 was recorded to account for the 2022 Notes OID of $705,000, the relative fair value of the warrants of $1,578,000, the relative fair value of common stock issued of $315,000, and direct legal and professional fees incurred in the 2022 Notes offering of $271,000. The debt discount is being amortized over the term of the notes using the effective interest rate method. During the year ended September 30, 2022, the Company amortized debt discount of $302,000. As of September 30, 2023, outstanding balance of the 2022 Notes payable was $4,230,000 and unamortized debt discount was $710,897, or a net balance of $3,519,103. During the three months ended December 31, 2023, the Company amortized debt discount of $663,932. As of December 31, 2023, outstanding balance of the 2022 Notes payable amounted to $4,230,000 and unamortized debt discount was $46,965, or a net balance of $4,183,035. |
Note 5 - Convertible Notes Paya
Note 5 - Convertible Notes Payable, Unsecured | 3 Months Ended |
Dec. 31, 2023 | |
Unsecured Convertible Notes [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 5. CONVERTIBLE NOTES PAYABLE, UNSECURED December 31, 2023 September 30, 2023 Exchanged notes (July 2022) $ 699,781 $ 699,781 Second closing notes (January 2023) 636,000 636,000 Third closing notes (March, April, May, 2023) 702,720 702,720 Total 2,038,501 $ 2,038,501 Unamortized debt discount (28,163 ) (379,799 ) Net Balance 2,010,338 1,658,702 Current Balance (2,010,338 ) (1,658,702 ) Non-Current Balance - - Exchanged Notes (July 2022) In relation to the issuance of the 2022 Notes (see Note 4), certain noteholders of the Company’s Series 2 note payable (see Note 6) agreed to exchange their Series 2 notes payable consisting of $600,000 principal and accrued interest of $99,781 for $699,781 of Unsecured Convertible Promissory Notes (the “Exchanged Notes”) on substantially the same terms as the 2022 Notes, except that the Exchanged Notes are subordinate to the 2022 Notes and are unsecured. The notes bear interest at a rate of 10% per annum payable at maturity or upon conversion, mature January 6, 2024 (which was subsequently extended to March 15, 2024), and are convertible into shares of the Company’s common stock at a conversion price of $9.14 per share. At December 31, 2023 and September 30, 2023, there was no discount recorded for the Exchanged Notes. Second Closing Notes (January 2023) In January 2023, pursuant to the SPA (see Note 8), as amended, investors agreed to purchase Unsecured Convertible Promissory Notes (the “Second Closing Notes”) in the aggregate of $636,000 in exchange for cash proceeds of $530,000, net of original issue discount (OID) of $106,000. The notes are unsecured, bear interest at a rate of 10% per annum, mature January 6, 2024 (which was subsequently extended to March 15, 2024), and are convertible into shares of the Company’s common stock with a conversion price of $9.14 per share. In connection with the issuance of the Second Closing Notes, the Company granted the Second Closing Notes noteholders (i) 127,968 warrants to purchase shares of common stock. The warrants are fully vested, exercisable at $9.94 per share and expire in 5 years. The Company determined the relative fair value of the warrants to be $256,000 using the Black Scholes option pricing model; and (ii) 9,598 shares of common stock with a relative fair value of $26,000. The Company also issued 6,565 warrants to purchase shares of the Company’s common stock to the placement agent who assisted in the Second Closing offering. The placement agent warrants are fully vested, exercisable at $10.06 per share and will expire in 5 years. The Company determined the relative fair value of the placement agent warrants to be $13,000 using the Black Scholes option pricing model. Furthermore, the Company also incurred direct legal and professional fees of $31,000 as part of this offering. Third Closing Notes (March, April and May 2023) In March, April and May 2023, pursuant to the SPA, as amended, investors agreed to purchase Unsecured Convertible Promissory Notes (the “Third Closing Notes”) in the aggregate of $703,000 in exchange for cash proceeds of $488,000, net of original issue discount (OID) of $215,000. The notes are unsecured, bear interest at a rate of 10% per annum, originally matured January 6, 2024 (which was subsequently extended to March 15, 2024), and are convertible into shares of the Company’s common stock with a conversion price of $9.14 per share. In connection with the issuance of the Third Closing Notes, the Company granted the Third Closing Notes noteholders (i) 141,396 warrants to purchase shares of common stock. The warrants are fully vested, exercisable at $9.94 per share and expire in 5 years. The Company determined the relative fair value of the warrants to be $164,000 using the Black Scholes option pricing model; and (ii) 10,608 shares of common stock with a relative fair value of $18,000. The Company also incurred direct legal and professional fees of $5,000 as part of this offering. The Second Closing Notes and Third Closing Notes contain events of default similar to the 2022 Notes. Subsequent to issuance, for no additional consideration, the Second Closing Notes and Third Closing Notes were amended several times in order to allow the Company to issue additional notes payable, extend the completion date of the Uplist Transaction, and amend certain provisions with regards mandatory conversion of the notes upon the Uplist Transaction. Debt discount on unsecured convertible promissory notes As a result of the issuance of the Second Closing and the Third Closing Notes, the Company recorded debt discount in the aggregate of $ 834,000 to As of September 30, 2023, outstanding balance of the Exchange notes, Second Closing Notes, and Third Closing Notes was $2,039,000 and unamortized debt discount of $380,000, or a net balance of $1,659,000. During the three month period ended December 31, 2023, the Company amortized debt discount of $351,636. As of September 30, 2023, outstanding balance of the Exchange notes, Second Closing Notes, and Third Closing Notes was $2,039,000 and unamortized debt discount of $28,163, or a net balance of $2,010,338. |
Note 6 - Convertible Notes Paya
Note 6 - Convertible Notes Payable, Series 1 and 2 | 3 Months Ended |
Dec. 31, 2023 | |
Series 1 & 2 Convertible Notes [Member] | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. CONVERTIBLE NOTES PAYABLE, SERIES 2 December 31, 2023 September 30, 2023 Series 2 Convertible Notes (converted in November 2023) $ - $ 450,000 Total - 450,000 Current Balance - (450,000 ) Non-Current Balance $ - $ - Series 2 Convertible Notes On November 6, 2020, the Company issued its unsecured Series 2 10% Convertible Notes Payable in exchange for cash proceeds of $450,000. The notes matured on November 30, 2023, and the notes were all converted in November 2023. During the year ended September 30, 2022, as a part of a separate 2022 Convertible Note Offering (see Note 4), 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 $99,781 for promissory notes of the Company on substantially similar terms to those of the 2022 Notes (the “Exchanged Notes”, see Note 5). As of September 30, 2023, outstanding balance of the Series 2 Convertible Notes amounted to $450,000. On November 30, 2023, the Series 2 Convertible Notes of $450,000 and outstanding accrued interest of $137,946, were converted into 52,918 shares of the Company’s common stock. |
Note 7 - Stockholders Deficit
Note 7 - Stockholders Deficit | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | 7. STOCKHOLDERS DEFICIT Common Stock On November 30, 2023, the Company issued a total of 52,918 shares of Common Stock in full satisfaction of all previously outstanding Series 2 Convertible Notes with the principal balance of $450,000 and outstanding accrued interest of $137,946. 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 the Company’s Common Stock on the date of grant. Common Stock Options Stock compensation activity under the 2013 Plan for the three months ended December 31, 2023 follows: Option Shares Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at September 30, 2023 102,125 $ 38.00 Awarded - Forfeited/Cancelled (1,825 ) (67,000 ) Outstanding at December 31, 2023 100,300 $ 38.00 4.0 $ 11,000 Vested at December 31, 2023 86,119 $ 42.00 3.5 — Vested and expected to vest at December 31, 2023 100,300 $ 38.00 4.5 — On June 18, 2023, the 2013 Stock Incentive Plan expired. Therefore, no Share-based compensation expense recorded in the Company’s Condensed Consolidated Statements of Operations for the three months ended December 31, 2023 and 2022 resulting from options awarded to the Company’s employees, directors and consultants was approximately $29,000 and $104,000, respectively. Of this amount, during the three months ended December 31, 2023 and 2022, $6,000 and $14,000, respectively, were recorded as research and development expense, and $23,000 and $90,000, respectively were recorded as general and administrative expense in the Company’s Condensed Consolidated Statements of Operations. . During the three months ended December 31, 2023 and 2022, no options awarded were exercised. As of December 31, 2023, there is approximately $85,000 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 1.09 years. Restricted Stock For the three months ended December 31, 2023 and 2022, compensation expense recorded for the restricted stock awards was approximately $0 and $2,000, respectively. As of December 31, 2023, there were no unvested stock options. |
Note 8 - Shareholder Advances a
Note 8 - Shareholder Advances and Prefundings Related to Anticipated Bridge Financing | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Shareholder Advances [Text Block] | 8. SHAREHOLDER ADVANCES AND PREFUNDINGS RELATED TO ANTICIPATED BRIDGE FINANCING Through December 31, 2023, the Company raised $950,000 in the form of shareholder advances from three different investors to support operations in advance of the Company’s a prospective uplisting transaction. If the uplisting transactions are not consummated by March 31, 2024, as amended, the Company will be obligated to repay $500,000 of the advances within three business days thereafter. |
Note 9 - Subsequent Events
Note 9 - Subsequent Events | 3 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 9. SUBSEQUENT EVENTS On February 1, 2024, the Prior Advancing Purchasers amended the terms of the Prior Advances to include the following terms: (i) if the Closing, as defined, does not occur on or before March 31, 2024, the Prior Advancing Purchasers shall have the option, in lieu of being repaid, to purchase (A) pre-funded warrants to purchase up to an aggregate of 484,966 shares of the Company’s common stock and (B) common warrants to purchase up to an aggregate of 484,966 shares of Common Stock and (ii) if the Common Stock has not been approved by Nasdaq for listing on Nasdaq Capital Market by March 31, 2024, the Company shall issue to the Prior Advancing Purchasers (A) additional prefunded warrants to purchase up to an aggregate of 121,241 shares of Common Stock and (B) additional common warrants to purchase up to an aggregate of 121,241 shares of Common Stock. Also on February 1, 2024, two additional parties advanced the Company an aggregate of $250,000, which are also being treated as advances in advance of the Company’s a prospective uplisting transaction subject to the advance terms. |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Insider Trading Arr Line Items | |
Material Terms of Trading Arrangement [Text Block] | Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Not |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. We believe that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. These condensed financial statements should be read in conjunction with the financial statements contained in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC. The accompanying condensed financial statements are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of Dec ember 31, 2023, and the results of its operations and its cash flows for the three months ended December 31, 2023 and 2022. The balance sheet as of September 30, 2023 is derived from the Company’s audited financial statements. The results of operations for the three months ended December 31, 2023 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending September 30, 2024. In accordance with the “Segment Reporting” Topic of the Accounting Standards Codification, the Company’s chief operating decision maker (the Company’s President and Chief Executive Officer) determined that the Company has only one reporting unit. The condensed 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. |
Going Concern [Policy Text Block] | Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company has not yet generated sufficient revenues to fund operations and relies on issuance of debt and equity instruments to generate working capital. As reflected in the accompanying financial statements, for the three months ended December 31, 2023, the Company recorded a net loss of $2,681,652 and used cash in operations of $862,605. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company expects to incur substantial expenses for the foreseeable future relating to research, development and commercialization of its potential future products. The Company has not yet generated sufficient revenues to fund operations and relies on issuance of debt and equity instruments to generate working capital. In evaluating the going concern position of the Company, management has considered potential funding providers and believes that financing to fund future operations could be provided by equity and/or debt financing. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. |
Stockholders' Equity, Policy [Policy Text Block] | Reverse stock split 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, effective January 17, 2023. Accordingly, all share and per share amounts presented herein with respect to common stock have been retroactively adjusted to reflect the above-described reverse stock split for all periods presented. |
Use of Estimates, Policy [Policy Text Block] | 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. Significant estimates include the assumptions used in the accrual for potential liabilities, the net realizable value of inventory, the valuation of debt and equity instruments, the fair value of derivative liabilities, valuation of equity instruments issued for services, and deferred tax valuation allowances. Actual results could differ from those estimates. |
Revenue from Contract with Customer [Policy Text Block] | Revenue The Company recognizes revenue in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers 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 Goods and Service [Policy Text Block] | Cost of Revenue Cost of revenue includes product costs, warehousing, overhead allocation and royalty expense. |
Research and Development Expense, Policy [Policy Text Block] | 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. |
Share-Based Payment Arrangement [Policy Text Block] | 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 condensed consolidated financial statements, is based on awards that are ultimately expected to vest. |
Fair Value Measurement, Policy [Policy Text Block] | 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 December 31, 2023 and September 30, 2023, 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 10), 2022 Notes (see Note 8), and Second Notes (see Note 9), and Third Notes (see Note 9) approximate fair value because borrowing rates and terms are similar to comparable market participants. |
Complex Equity Instruments [Policy Text Block] | Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted when the warrants are issued and at the end each subsequent quarterly period while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be liability classified and recorded at their initial fair value on the date of issuance and remeasured at fair value at each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The Company has determined that the warrants issued in June 2018 and May 2019 equity financing (see Note 3) meet the requirements for liability classification. |
Earnings Per Share, Policy [Policy Text Block] | Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. For the periods ended December 31, 2023 and 2022, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: December 31, 2023 December 31, 2022 Stock Options 100,300 104,325 Stock Warrants 26,284,002 789,577 Convertible notes payable 771,340 652,202 Unvested restricted common stock - 250 Total 27,155,642 1,546,354 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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. Risks and uncertainties – 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 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. The extent to which recent events, including COVID-19 and the recent war in Ukraine, will impact the global economy and the Company is uncertain and cannot be reasonably measured. |
Note 1 - Summary of Significa_2
Note 1 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | December 31, 2023 December 31, 2022 Stock Options 100,300 104,325 Stock Warrants 26,284,002 789,577 Convertible notes payable 771,340 652,202 Unvested restricted common stock - 250 Total 27,155,642 1,546,354 |
Note 2 - Inventories (Tables)
Note 2 - Inventories (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, September 30, 2023 2023 Finished Goods $ 13,971 $ 40,969 Goods-in-Process 1,321,878 1,323,535 Total $ 1,335,849 $ 1,364,504 |
Note 4 - Convertible Notes Pa_2
Note 4 - Convertible Notes Payable, Senior Secured (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | December 31, 2023 September 30, 2023 Senior Secured Convertible Promissory Notes (the “2022 Notes”) $ 4,230,000 $ 4,230,000 Unamortized debt discount (46,965 ) (710,897 ) Net Balance 4,183,035 3,519,103 Current Balance (4,183,035 ) (3,519,103 ) Non-Current Balance - - |
Note 5 - Convertible Notes Pa_2
Note 5 - Convertible Notes Payable, Unsecured (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | December 31, 2023 September 30, 2023 Senior Secured Convertible Promissory Notes (the “2022 Notes”) $ 4,230,000 $ 4,230,000 Unamortized debt discount (46,965 ) (710,897 ) Net Balance 4,183,035 3,519,103 Current Balance (4,183,035 ) (3,519,103 ) Non-Current Balance - - |
Exchange, Second, and Third Notes [Member] | |
Notes Tables | |
Convertible Debt [Table Text Block] | December 31, 2023 September 30, 2023 Exchanged notes (July 2022) $ 699,781 $ 699,781 Second closing notes (January 2023) 636,000 636,000 Third closing notes (March, April, May, 2023) 702,720 702,720 Total 2,038,501 $ 2,038,501 Unamortized debt discount (28,163 ) (379,799 ) Net Balance 2,010,338 1,658,702 Current Balance (2,010,338 ) (1,658,702 ) Non-Current Balance - - |
Note 6 - Convertible Notes Pa_2
Note 6 - Convertible Notes Payable, Series 1 and 2 (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Convertible Debt [Table Text Block] | December 31, 2023 September 30, 2023 Senior Secured Convertible Promissory Notes (the “2022 Notes”) $ 4,230,000 $ 4,230,000 Unamortized debt discount (46,965 ) (710,897 ) Net Balance 4,183,035 3,519,103 Current Balance (4,183,035 ) (3,519,103 ) Non-Current Balance - - |
Series 1 and 2 Convertible Notes [Member] | |
Notes Tables | |
Convertible Debt [Table Text Block] | December 31, 2023 September 30, 2023 Series 2 Convertible Notes (converted in November 2023) $ - $ 450,000 Total - 450,000 Current Balance - (450,000 ) Non-Current Balance $ - $ - |
Note 7 - Stockholders Deficit (
Note 7 - Stockholders Deficit (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
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, 2023 102,125 $ 38.00 Awarded - Forfeited/Cancelled (1,825 ) (67,000 ) Outstanding at December 31, 2023 100,300 $ 38.00 4.0 $ 11,000 Vested at December 31, 2023 86,119 $ 42.00 3.5 — Vested and expected to vest at December 31, 2023 100,300 $ 38.00 4.5 — |
Note 1 - Summary of Significa_3
Note 1 - Summary of Significant Accounting Policies (Details Textual) | Jan. 17, 2023 |
Reverse Stock Split [Member] | |
Stockholders' Equity Note, Stock Split, Conversion Ratio | 200 |
Note 1- Summary of Significant
Note 1- Summary of Significant Accounting Policies - Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Anti-dilutive securities (in shares) | 27,155,642 | 1,546,354 |
Share-Based Payment Arrangement, Option [Member] | ||
Anti-dilutive securities (in shares) | 100,300 | 104,325 |
Warrant [Member] | ||
Anti-dilutive securities (in shares) | 26,284,002 | 789,577 |
Convertible Debt Securities [Member] | ||
Anti-dilutive securities (in shares) | 771,340 | 652,202 |
Restricted Stock [Member] | ||
Anti-dilutive securities (in shares) | 0 | 250 |
Note 2 - Inventories (Details T
Note 2 - Inventories (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Write-down | $ 0 | $ 0 |
Note 2 - Inventories - Inventor
Note 2 - Inventories - Inventories (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Finished Goods | $ 13,971 | $ 40,969 |
Goods-in-process | 1,321,878 | 1,323,535 |
Total | $ 1,335,849 | $ 1,364,504 |
Note 3 - Warrant Derivative L_2
Note 3 - Warrant Derivative Liability (Details Textual) | Dec. 31, 2022 USD ($) $ / shares |
Derivative Warrant Liability [Member] | |
Derivative Liability | $ | $ 1,207,475 |
Series G Warrant [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 22 |
Series H Warrant [Member] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.66 |
Note 4 - Convertible Notes Pa_3
Note 4 - Convertible Notes Payable, Senior Secured (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Jan. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | |
The 2022 Offering [Member] | ||||||
Debt Instrument, Face Amount | $ 4,230,000 | |||||
Debt Instrument, Unamortized Discount | 2,870,000 | |||||
Warrants and Rights Outstanding | 1,578,000 | |||||
Stock Issued During Period, Value, New Issues | 315,000 | |||||
Payment of Financing and Stock Issuance Costs | 271,000 | |||||
Professional Fees | $ 271,000 | |||||
Amortization of Debt Discount (Premium) | $ 302,000 | |||||
Securities Purchase Agreement [Member] | ||||||
Stock Issued During Period, Shares, New Issues | 9,598 | 63,834 | 10,608 | |||
Stock Issued During Period, Value, New Issues | $ 26,000 | $ 315,000 | $ 18,000 | |||
Warrant Shares [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 425,555 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.94 | |||||
Warrants and Rights Outstanding, Term | 5 years | |||||
Warrants and Rights Outstanding | $ 1,470,000 | |||||
Placement Agent Warrants [Member] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,565 | 31,510 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.06 | $ 10.06 | ||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||
Warrants and Rights Outstanding | $ 13,000 | $ 108,000 | ||||
Notes 2022 [Member] | ||||||
Debt Instrument, Face Amount | 4,230,000 | |||||
Proceeds from Issuance of Convertible Notes, Common Stock and Warrants, Gross | 3,525,000 | |||||
Debt Instrument, Unamortized Discount | $ 705,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||
Debt Instrument, Convertible, Conversion Price | $ 9.14 | |||||
Amortization of Debt Discount (Premium) | $ 663,932 | |||||
Long-Term Debt, Gross | 4,230,000 | $ 4,230,000 | ||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 46,965 | 710,897 | ||||
Long-Term Debt | $ 4,183,035 | $ 3,519,103 | ||||
Notes 2022 [Member] | The 2022 Offering [Member] | ||||||
Debt Instrument, Unamortized Discount | $ 705,000 |
Note 4 - Convertible Notes Pa_4
Note 4 - Convertible Notes Payable, Senior Secured - Senior Secured Notes (Details) - Notes 2022 [Member] - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Senior Secured Convertible Promissory Notes (the “2022 Notes”, includes $96,000 of related party notes) | $ 4,230,000 | $ 4,230,000 |
Unamortized debt discount | (46,965) | (710,897) |
Net Balance | 4,183,035 | 3,519,103 |
Current Balance | (4,183,035) | (3,519,103) |
Non-Current Balance | $ 0 | $ 0 |
Note 5 - Convertible Notes Pa_3
Note 5 - Convertible Notes Payable, Unsecured (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2023 | Jan. 31, 2023 | Jul. 31, 2022 | Dec. 31, 2023 | May 31, 2023 | May 31, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Jan. 01, 2023 | Nov. 06, 2020 | |
The Second Offering [Member] | ||||||||||
Payment of Financing and Stock Issuance Costs | $ 31,000 | |||||||||
Third Closing Notes [Member] | ||||||||||
Payment of Financing and Stock Issuance Costs | $ 5,000 | |||||||||
Second and Third Closing Notes [Member] | ||||||||||
Payment of Financing and Stock Issuance Costs | $ 36,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Stock Issued During Period, Shares, New Issues | 9,598 | 63,834 | 10,608 | |||||||
Stock Issued During Period, Value, New Issues | $ 26,000 | $ 315,000 | $ 18,000 | |||||||
Second and Third Sales [Member] | ||||||||||
Stock Issued During Period, Value, New Issues | $ 44,000 | |||||||||
Second Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 127,968 | 127,968 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.94 | $ 9.94 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||
Warrants and Rights Outstanding | $ 256,000 | $ 256,000 | ||||||||
Placement Agent Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,565 | 6,565 | 31,510 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 10.06 | $ 10.06 | $ 10.06 | |||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | 5 years | |||||||
Warrants and Rights Outstanding | $ 13,000 | $ 13,000 | $ 108,000 | |||||||
Third Warrants [Member] | ||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 141,396 | 141,396 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 9.94 | $ 9.94 | ||||||||
Warrants and Rights Outstanding, Term | 5 years | 5 years | ||||||||
Warrants and Rights Outstanding | $ 164,000 | $ 164,000 | ||||||||
Second and Third Warrants [Member] | ||||||||||
Warrants and Rights Outstanding | 433,000 | 433,000 | ||||||||
Series 2 Notes Converted to Senior Secured Convertible Notes [Member] | ||||||||||
Debt Conversion, Original Debt, Amount | 699,781 | $ 600,000 | ||||||||
Series 2 Convertible Notes [Member] | ||||||||||
Debt Instrument, Face Amount | 600,000 | $ 450,000 | ||||||||
Interest Payable | 99,781 | |||||||||
Long-Term Debt, Gross | $ 0 | $ 450,000 | ||||||||
Notes 2022 [Member] | ||||||||||
Debt Instrument, Face Amount | $ 4,230,000 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||
Debt Instrument, Convertible, Conversion Price | $ 9.14 | |||||||||
Debt Instrument, Unamortized Discount | $ 705,000 | |||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 46,965 | 710,897 | ||||||||
Long-Term Debt, Gross | 4,230,000 | 4,230,000 | ||||||||
Long-Term Debt | 4,183,035 | 3,519,103 | ||||||||
Amortization of Debt Discount (Premium) | 663,932 | |||||||||
Unsecured Convertible Notes [Member] | ||||||||||
Debt Instrument, Face Amount | 636,000 | 636,000 | $ 703,000 | $ 703,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | 10% | 10% | |||||||
Debt Instrument, Convertible, Conversion Price | $ 9.14 | $ 9.14 | $ 9.14 | |||||||
Proceeds from Convertible Debt | 530,000 | $ 488,000 | ||||||||
Debt Instrument, Unamortized Discount | $ 106,000 | $ 106,000 | 215,000 | $ 215,000 | ||||||
Second and Third Closing Notes [Member] | ||||||||||
Debt Instrument, Unamortized Discount | 380,000 | 321,000 | 321,000 | |||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 834,000 | $ 834,000 | ||||||||
Long-Term Debt, Gross | 2,039,000 | |||||||||
Long-Term Debt | 1,659,000 | |||||||||
Amortization of Debt Discount (Premium) | $ 351,636 | |||||||||
Exchange Notes, Second Closing Notes, and Third Closing Notes [Member] | ||||||||||
Debt Instrument, Unamortized Discount | 28,163 | |||||||||
Long-Term Debt, Gross | 2,039,000 | |||||||||
Long-Term Debt | $ 2,010,338 |
Note 5 - Convertible Notes Pa_4
Note 5 - Convertible Notes Payable, Unsecured - Debt (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Exchange Notes [Member] | ||
Long-Term Debt, Gross | $ 699,781 | $ 699,781 |
Second Closing Notes [Member] | ||
Long-Term Debt, Gross | 636,000 | 636,000 |
Third Closing Notes [Member] | ||
Long-Term Debt, Gross | 702,720 | 702,720 |
Exchange, Second, and Third Closing Notes [Member] | ||
Long-Term Debt, Gross | 2,038,501 | 2,038,501 |
Unamortized debt discount | (28,163) | (379,799) |
Net Balance | 2,010,338 | 1,658,702 |
Current Balance | (2,010,338) | (1,658,702) |
Non-Current Balance | $ 0 | $ 0 |
Note 6 - Convertible Notes Pa_3
Note 6 - Convertible Notes Payable, Series 1 and 2 (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2023 | Jul. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Nov. 06, 2020 | Jun. 04, 2020 | |
Series 2 Notes Converted to Senior Secured Convertible Notes [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 699,781 | $ 600,000 | ||||
Debt Conversion, Original Debt, Amount, Interest | $ 99,781 | |||||
Conversion of Series 2 Convertible Notes and Interest Into Common Stock [Member] | ||||||
Debt Conversion, Original Debt, Amount | $ 450,000 | |||||
Debt Conversion, Original Debt, Amount, Interest | $ 137,946 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 52,918 | |||||
Series 1 Convertible Notes [Member] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||
Series 2 Convertible Notes [Member] | ||||||
Debt Instrument, Face Amount | $ 600,000 | $ 450,000 | ||||
Series 1 & 2 Convertible Notes [Member] | ||||||
Long-Term Debt | $ 450,000 |
Note 6 - Convertible Notes Pa_4
Note 6 - Convertible Notes Payable, Series 1 and 2 (Details) - Series 2 Convertible Notes [Member] - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Long-Term Debt, Gross | $ 0 | $ 450,000 |
Current Balance | 0 | (450,000) |
Non-Current Balance | $ 0 | $ 0 |
Note 7 - Stockholders Deficit_2
Note 7 - Stockholders Deficit (Details Textual) - USD ($) | 3 Months Ended | ||||
Nov. 30, 2023 | Oct. 01, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 0 | ||||
Non Employee Restricted Shares [Member] | |||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 2,000 | |||
Research and Development Expense [Member] | |||||
Share-Based Payment Arrangement, Expense | 6,000 | 14,000 | |||
General and Administrative Expense [Member] | |||||
Share-Based Payment Arrangement, Expense | 23,000 | 90,000 | |||
Employees Directors And Consultants [Member] | |||||
Share-Based Payment Arrangement, Expense | 29,000 | 104,000 | |||
The 2013 Plan [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized | 185,571 | 170,571 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized | 15,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 85,000 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year 1 month 2 days | ||||
Conversion of Series 2 Convertible Notes and Interest Into Common Stock [Member] | |||||
Debt Conversion, Converted Instrument, Shares Issued | 52,918 | ||||
Debt Conversion, Converted Instrument, Amount | $ 450,000 | $ 587,959 | $ 0 | ||
Debt Conversion, Original Debt, Amount, Interest | $ 137,946 |
Note 7 - Stockholders Deficit -
Note 7 - Stockholders Deficit - Stock Compensation Activity (Details) | 3 Months Ended |
Dec. 31, 2023 USD ($) $ / shares shares | |
Outstanding, Option Shares Outstanding (in shares) | 102,125 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 38 |
Awarded, Option Shares Outstanding (in shares) | 0 |
Forfeited/Cancelled, Option Shares Outstanding (in shares) | (1,825) |
Outstanding, Option Shares Outstanding (in shares) | 100,300 |
Outstanding, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 38 |
Outstanding, Weighted Average Remaining Contractual Term (Year) | 4 years |
Outstanding, Aggregate Intrinsic Value | $ | $ 11,000 |
Vested, Option Shares Outstanding (in shares) | 86,119 |
Vested, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 42 |
Vested, Weighted Average Remaining Contractual Term (Year) | 3 years 6 months |
Vested, Aggregate Intrinsic Value | $ | $ 0 |
Vested and expected to vest, Option Shares Outstanding (in shares) | 100,300 |
Vested and expected to vest, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 38 |
Vested and expected to vest,Weighted Average Remaining Contractual Term (Year) | 4 years 6 months |
Vested and expected to vest, Aggregate Intrinsic Value | $ | $ 0 |
Note 8 - Shareholder Advances_2
Note 8 - Shareholder Advances and Prefundings Related to Anticipated Bridge Financing (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Proceeds from Shareholder Advances | $ 950,000 | |
If Transactions Are Not Consummated [Member] | ||
Payments of Shareholder Advances | $ 500,000 |
Note 9 - Subsequent Events (Det
Note 9 - Subsequent Events (Details Textual) - USD ($) | 3 Months Ended | |
Feb. 01, 2024 | Dec. 31, 2023 | |
Proceeds from Shareholder Advances | $ 950,000 | |
Subsequent Event [Member] | ||
Proceeds from Shareholder Advances | $ 250,000 | |
Subsequent Event [Member] | Prefunded Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 484,966 | |
Subsequent Event [Member] | Common Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 484,966 | |
Subsequent Event [Member] | Additional Prefunded Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 121,241 | |
Subsequent Event [Member] | Additional Common Warrants [Member] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 121,241 |