Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Apr. 19, 2024 | Mar. 31, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 000-55751 | ||
Entity Registrant Name | STEM HOLDINGS, INC. | ||
Entity Central Index Key | 0001697834 | ||
Entity Tax Identification Number | 61-1794883 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, Address Line One | 2201 NW Corporate Blvd. | ||
Entity Address, Address Line Two | Suite 205 | ||
Entity Address, City or Town | Boca Raton | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33431 | ||
City Area Code | (561) | ||
Local Phone Number | 948-5410 | ||
Title of 12(b) Security | Common Stock par value $0.001 | ||
Trading Symbol | STMH | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | Yes | ||
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 Public Float | $ 2,965,573 | ||
Entity Common Stock, Shares Outstanding | 6,669,910 | ||
Documents Incorporated by Reference [Text Block] | NONE | ||
Document Financial Statement Error Correction [Flag] | false | ||
Auditor Name | LJ Soldinger Associates, LLC | ||
Auditor Location | Deer Park, IL | ||
Auditor Firm ID | 318 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Current assets | ||
Cash and cash equivalents | $ 961 | $ 1,524 |
Restricted cash | 545 | |
Note receivable | 1,300 | |
Prepaid expenses and other current assets | 278 | 416 |
Assets held for sale | 10,235 | 29,013 |
Total current assets | 13,319 | 30,953 |
Total assets | 13,347 | 30,981 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,399 | 1,267 |
Convertible notes, net | 2,111 | 1,073 |
Short term notes and advances | 229 | 438 |
Derivative liability | 448 | 370 |
Warrant liability | 134 | 55 |
Liabilities held for sale | 9,657 | 10,741 |
Total current liabilities | 13,978 | 13,944 |
Total liabilities | 13,978 | 13,944 |
Commitments and contingencies (Note 17) | ||
Shareholders’ equity | ||
Preferred stock value | ||
Common stock, $0.001 par value; 750,000,000 shares authorized; 2,810,094 and 2,270,140 shares issued, issuable and outstanding as of September 30, 2023 and September 30, 2022, respectively | 3 | 2 |
Additional paid-in capital | 150,471 | 148,675 |
Distribution | (56) | |
Accumulated deficit | (152,136) | (133,118) |
Total Stem Holdings stockholder’s equity | (1,718) | 15,559 |
Noncontrolling interest | 1,087 | 1,478 |
Total shareholders’ equity (deficit) | (631) | 17,037 |
Total liabilities and shareholders’ equity | 13,347 | 30,981 |
Series A Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock value | ||
Series B Preferred Stock [Member] | ||
Shareholders’ equity | ||
Preferred stock value | ||
Related Party [Member] | ||
Current assets | ||
Due from related party | $ 28 | $ 28 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2023 | Sep. 30, 2022 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 2,810,094 | 2,270,140 |
Common stock, shares issuable | 2,810,094 | 2,270,140 |
Common stock, shares outstanding | 2,810,094 | 2,270,140 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Operating expenses: | ||
Consulting fees | $ 299 | $ 682 |
Professional fees | 775 | 2,585 |
General and administrative | 2,673 | 3,425 |
Impairment expense | 538 | |
Total operating expenses | 3,747 | 7,230 |
Loss from operations | (3,747) | (7,230) |
Other income (expenses), net | ||
Interest expense | (1,238) | (650) |
Change in fair value of derivative liability | (78) | (31) |
Change in fair value of warrant liability | (79) | 2,327 |
Foreign currency exchange gain (loss) | (46) | |
Other income | 18 | 1,997 |
Gain on extinguishment of debt | 803 | |
Other loss | (30) | |
Total other income (expense) | (1,423) | 4,416 |
Loss from continuing operations | (5,170) | (2,814) |
Loss from discontinued operations, net of tax | (14,239) | (14,716) |
Net income (loss) | (19,409) | (17,530) |
Net loss attributable to non-controlling interest | (391) | (162) |
Net loss attributable to Stem Holdings | $ (19,018) | $ (17,368) |
Net income (loss) per share: | ||
Basic net income (loss) from continuing operations, per share | $ (2.04) | $ (1.24) |
Diluted net income (loss) from continuing operations, per share | (2.04) | (1.24) |
Basic net income (loss) from discontinued operations, per share | (5.63) | (6.51) |
Diluted net income (loss) from discontinued operations, per share | (5.63) | (6.51) |
Basic net income (loss), per share | (7.67) | (7.75) |
Diluted net income (loss), per share | $ (7.67) | $ (7.75) |
Weighted-average shares outstanding | ||
Basic | 2,531,668 | 2,261,682 |
Diluted | 2,531,668 | 2,261,682 |
Consolidated Statement of Chang
Consolidated Statement of Changes In Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Subscription Receivable [Member] | Retained Earnings [Member] | Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance , value at Sep. 30, 2021 | $ 2 | $ 148,477 | $ (135) | $ (115,750) | $ 32,594 | $ 1,640 | $ 34,234 |
Balance, shares at Sep. 30, 2021 | 2,299,886 | ||||||
Common stock issued for cash | 285 | 285 | 285 | ||||
Common stock issued for cash, shares | 32,236 | ||||||
Issuance of common stock in connection with consulting agreement | 30 | 30 | 30 | ||||
Issuance of common stock in connection with consulting agreement, shares | 1,300 | ||||||
Stock based compensation | 313 | 313 | 313 | ||||
Stock based compensation, shares | 31,375 | ||||||
Issuance of common stock related to interest expense | 121 | 121 | 121 | ||||
Issuance of common stock related to interest expense, shares | 17,512 | ||||||
Common stock issued related to conversion of debt | 6 | 6 | 6 | ||||
Common stock issued related to the conversion of debt, shares | 2,898,000 | ||||||
Common stock cancelled related to discontinued operations | (1,181) | 135 | (1,046) | (1,046) | |||
Common stock cancelled related to discontinued operations, shares | (115,067) | ||||||
Issuance of warrants in connection with consulting agreement | 158 | 158 | 158 | ||||
Issuance of options in connection with employment agreement | 454 | 454 | 454 | ||||
Issuance of warrants in connection with extension of debenture maturity | 12 | 12 | 12 | ||||
Net loss | (17,368) | (17,368) | (162) | (17,530) | |||
Balance , value at Sep. 30, 2022 | $ 2 | 148,675 | (133,118) | 15,559 | 1,478 | 17,037 | |
Balance, shares at Sep. 30, 2022 | 2,270,140 | ||||||
Issuance of common stock in connection with consulting agreement | 9 | 9 | 9 | ||||
Issuance of common stock in connection with consulting agreement, shares | 3,500 | ||||||
Stock based compensation | 23 | 23 | 23 | ||||
Stock based compensation, shares | 11,375 | ||||||
Issuance of options in connection with employment agreement | 87 | 87 | 87 | ||||
Net loss | (19,018) | (19,018) | (391) | (19,409) | |||
Issuance of common stock in connection with convertible debt | 250 | 250 | 250 | ||||
Issuance of common stock in connection with convertible debt, shares | 127,877 | ||||||
Distribution related to YMY | (56) | (56) | (56) | ||||
Issuance of common stock related to interest expense and rent expense | $ 1 | 219 | 220 | 220 | |||
Issuance of common stock related to interest expense and rent expense, shares | 167,202 | ||||||
Issuance of options in connection with consulting agreement | 153 | 153 | 153 | ||||
Issuance of warrants stock in connection with convertible debt | 9 | 9 | 9 | ||||
Issuance of common stock in connection with employment agreement | 100 | 100 | 100 | ||||
Issuance of common stock in connection with employment agreement, shares | 100,000 | ||||||
Debt discount related convertible debt | 816 | 816 | 816 | ||||
Issuance of shares in connection with advisory agreement and finder’s fee | 30 | 30 | 30 | ||||
Issuance of shares in connection with advisory agreement and finders fee, shares | 30,000 | ||||||
Issuance of common stock in connection with board member agreement | 100 | 100 | 100 | ||||
Issuance of common stock in connection with board member agreement, shares | 100,000 | ||||||
Balance , value at Sep. 30, 2023 | $ 3 | $ 150,471 | $ (56) | $ (152,136) | $ (1,718) | $ 1,087 | $ (631) |
Balance, shares at Sep. 30, 2023 | 2,810,094 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (19,409) | $ (17,530) |
Loss from discontinued operations, net of tax | (14,239) | (14,716) |
Loss from continuing operations | (5,170) | (2,814) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation expense | 313 | 797 |
Issuance of common stock in connection with consulting agreements | 189 | 263 |
Amortization of debt discount | 817 | 96 |
Non-cash interest and rent | 220 | |
Gain on extinguishment of debt | (803) | |
Change in fair value of warrant liability and derivative liability | 158 | (2,296) |
Foreign currency adjustment | (50) | 4 |
Gain on sale of equity method investments | (488) | |
Gain on sale of property | (1,370) | |
Prepaid expenses and other current assets | 138 | 390 |
Accounts payable and accrued expenses | 195 | 287 |
Net cash used in continuing operating activities | (3,190) | (5,934) |
Net cash provided by discontinued operating activities | 1,955 | 987 |
Net cash used in operating activities | (1,235) | (4,947) |
Cash flows from investing activities | ||
Investments | (82) | |
Cash received related to sale of equity method investment and note recievable | 1,651 | |
Net cash provided by investing activities | 1,569 | |
Cash flows from financing activities | ||
Proceeds from the issuance of common stock | 285 | |
Notes payable and advanced proceeds | 1,350 | |
Repayments of notes payable | (133) | (847) |
Net cash provided by (used in) financing activities from continuing operations | 1,217 | (562) |
Net increase (decrease) in cash and cash equivalents | (18) | (3,940) |
Cash, cash equivalents, and restricted cash at the beginning of the period | 1,524 | 5,464 |
Cash, cash equivalents, and restricted cash at the end of the period | 1,506 | 1,524 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 262 | 308 |
Cash paid for taxes | ||
Supplemental disclosure of noncash activities: | ||
Non-cash repayment of finance liability | 1,092 | |
Non-cash repayment of mortgages | 1,150 | |
Financed Insurance | 449 | |
Interest paid in the form of common stock | 67 | |
Beneficial conversion of debt discount | 816 | |
Refinancing of mortgage | 1,100 | |
Conversion of debt to equity | $ 250 |
Incorporation and Operations an
Incorporation and Operations and Going Concern | 12 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation and Operations and Going Concern | 1. Incorporation and Operations and Going Concern Stem Holdings, Inc. (“Stem” or the “Company”) is a Nevada corporation incorporated on June 7, 2016, and was operating as an a omnichannel, vertically-integrated cannabis branded products and technology company with state-of-the-art cultivation, processing, extraction, retail, distribution, and delivery-as-a-service (DaaS) operations throughout the United States. Stem’s family of award-winning brands includes TJ’s Gardens™, TravisxJames™, and Yerba Buena™ flower and extracts; Cannavore™ edible confections; and e-commerce delivery platforms provided direct-to consumer proprietary logistics and an omnichannel UX (user experience)/CX (customer experience). As of September 30, 2023, the Company has discontinued its cannabis operations , and all cannabis related assets are held-for-sale as of September 30, 2023. The Company had purchased, improved, leased, and operated , however, no longer invests in properties for use in the production, distribution and sales of cannabis and cannabis-infused products. Stem has ownership interests in 17 state issued cannabis licenses including nine (9) licenses for cannabis cultivation, two (2) licenses for cannabis processing, one (1) licenses for cannabis wholesale distribution, and five (5) cannabis dispensary licenses. The Company has eight wholly-owned subsidiaries, including Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Agri, Inc., Stem Holdings Oregon Acquisitions 1, Corp., Stem Holdings Oregon Acquisitions 2, Corp., Stem Holdings Oregon Acquisitions 3, Corp., Stem Holdings Oregon Acquisitions 4 Corp., 2336034 Alberta Ltd., Stem, through its subsidiaries, is currently in the process of seeking to be acquired by entities directly in the production and sale of cannabis. Driven Deliveries, Inc., a former wholly-owned subsidiary, was sold during the quarter ended December 31, 2021. 7LV USA Corporation, a former wholly-owned subsidiary, was sold during the quarter ended September 30, 2023. The Company’s stock is publicly traded and is listed on the Canadian Securities Exchange under the symbol “STEM” and the OTCQB exchange under the symbol “STMH”. In June 2021, the Company’s shareholders approved a proposal to amend the Company’s Articles of Incorporation to increase the number of authorized common shares from 300,000,000 750,000,000 On December 27, 2023, the Company’s shareholders approved a proposal to implement a reverse split of the Company’s Common Stock within a range of one for ten shares and one for one-hundred shares, at the discretion of the Board of Directions prior to December 27, 2023. At this time, the Board of Directors has approved a reverse split utilizing a ratio of one share for each one-hundred shares to be implemented prior to December 27, 2023. As a result of the reverse split, the Company’s 557,999,222 5,579,992 Going Concern On September 30, 2023, the Company had approximate balances of cash, cash equivalents, and restricted cash of $ 1.5 0.7 152 These audited consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The United States federal government regulates drugs in large part through the Controlled Substances Act or CSA. Marijuana, which refers to certain parts and derivatives of the cannabis plant, is classified as a Schedule I controlled substance. As a Schedule I controlled substance, the federal Drug Enforcement Agency, or DEA, considers marijuana to have a high potential for abuse, no currently accepted medical use in treatment in the United States, and a lack of accepted safety for use of the drug under medical supervision. According to the U.S. federal government, cannabis having a concentration of tetrahydrocannabinol, or THC, greater than 0.3% is marijuana. Cannabis with a THC content below 0.3% is classified as hemp. The scheduling of marijuana as a Schedule I controlled substance is inconsistent with what we believe to be widely accepted medical uses for marijuana by physicians, researchers, customers, and others. Moreover, as of December 31, 2021, and despite the conflict with U.S. federal law, at least 36 states, the District of Columbia, the Commonwealth of the Northern Mariana Islands, Guam, Puerto Rico, and the U.S. Virgin Islands have legalized marijuana for medical use. Eighteen of those states and the District of Columbia, the Commonwealth of the Northern Mariana Islands, and Guam have legalized the adult use of cannabis for recreational purposes. In November 2020, voters in Arizona, Montana, New Jersey, and South Dakota voted by referendum to legalize marijuana for adult use, and voters in Mississippi and South Dakota voted to legalize marijuana for medical use, although South Dakota’s adult-use measure has been declared unconstitutional by the State Supreme Court. In 2021, the states of Connecticut, New Mexico, New York, and Virginia enacted laws legalizing the adult use of cannabis. Marijuana is largely regulated at the state level in the United States. State laws regulating marijuana conflict with the CSA, making marijuana use and possession federally illegal. Although certain states and territories of the United States authorize medical or adult-use marijuana production and distribution by licensed or registered entities, under United States federal law, the possession, use, cultivation, and transfer of marijuana and any related drug paraphernalia is illegal. Although our activities are compliant with the applicable state and local laws in those states where we maintain such licenses, strict compliance with state and local laws with respect to cannabis may neither absolve us of liability under United States federal law nor provide a defense to any federal criminal action that may be brought against us. In 2013, as more and more states began to legalize medical and/or adult-use marijuana, the federal government attempted to provide clarity on the incongruity between federal law and these state-legal regulatory frameworks. Until 2018, the federal government provided guidance to federal agencies and banking institutions through a series of DOJ memoranda. The most notable of this guidance came in the form of a memorandum issued by former U.S. Deputy Attorney General James Cole on August 29, 2013, which we refer to as the Cole Memorandum. The Cole Memorandum offered guidance to federal agencies on how to prioritize civil enforcement, criminal investigations, and prosecutions regarding marijuana in all states and quickly set a standard with which marijuana-related businesses would comply. The Cole Memorandum put forth eight prosecution priorities: 1. Preventing the distribution of marijuana to minors; 2. Preventing revenue from the sale of marijuana from going to criminal enterprises, gangs, and cartels; 3. Preventing the diversion of marijuana from states where it is legal under state law in some form to other states; 4. Preventing the state-authorized marijuana activity from being used as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; 5. Preventing violence and the use of firearms in the cultivation and distribution of marijuana; 6. Preventing drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use; 7. Preventing the growing of marijuana on public lands and the attendant public safety and environmental dangers posed by marijuana production on public lands; and 8. Preventing marijuana possession or use on federal property. On January 4, 2018, former United States Attorney General Sessions rescinded the Cole Memorandum by issuing a new memorandum to all United States Attorneys, which we refer to as the Sessions Memo. Rather than establishing national enforcement priorities particular to marijuana-related crimes in jurisdictions where certain marijuana activity was legal under state law, the Sessions Memo simply rescinded the Cole Memorandum and other Department of Justice memorandums providing prosecutorial guidance on state and tribally authorized medical and adult-use cannabis activities and instructed that “[i]n deciding which marijuana activities to prosecute... with the [DOJ’s] finite resources, prosecutors should follow the well- established principles that govern all federal prosecutions.” Namely, these include the seriousness of the offense, history of criminal activity, deterrent effect of prosecution, the interests of victims, and other principles. On January 21, 2021, Joseph R. Biden, Jr. was sworn in as President of the United States. President Biden’s Attorney General, Merrick Garland, was confirmed by the United States Senate on March 10, 2021. It is not yet known whether the Department of Justice, under President Biden and Attorney General Garland, will re-adopt the Cole Memorandum or announce a substantive marijuana enforcement policy. During his Senate confirmation, Merrick Garland told Senator Cory Booker (D-NJ), “It does not seem to me useful the use of limited resources that we have to be pursuing prosecutions in states that have legalized and are regulating the use of marijuana, either medically or otherwise.” Such statements are not official declarations or policies of the DOJ and are not binding on the DOJ, any United States Attorney, or the United States federal courts. Substantial uncertainty regarding United States federal enforcement remains. To date, there have been no new federal cannabis memorandums issued by the Biden Administration or any published change in federal enforcement policy. Nonetheless, there is no guarantee that state laws legalizing and regulating the sale and use of marijuana will not be repealed or overturned or that local government authorities will not limit the applicability of state laws within their respective jurisdictions. Unless and until the United States Congress amends the CSA with respect to marijuana (and as to the timing or scope of any such potential amendments, there can be no assurance), there is a risk that federal authorities may enforce current U.S. federal law. Currently, in the absence of uniform federal guidance, as had been established by the Cole Memorandum, enforcement priorities are determined by respective United States Attorneys. As an industry best practice, despite the rescission of the Cole Memorandum, we abide by the following standard operating policies and procedures, which are designed to ensure compliance with the guidance provided by the Cole Memorandum: 1. Continuously monitor our operations for compliance with all licensing requirements as established by the applicable state, county, municipality, town, township, borough, and other political/administrative divisions; 2. Ensure that our cannabis-related activities adhere to the scope of the licensing obtained (for example: in the states where cannabis is permitted only for adult-use, the products are only sold to individuals who meet the requisite age requirements); 3. Implement policies and procedures to prevent the distribution of our cannabis products to minors; 4. Implement policies and procedures in place to avoid the distribution of the proceeds from our operations to criminal enterprises, gangs, or cartels; 5. Implement an inventory tracking system and necessary procedures to reliably track inventory and prevent the diversion of cannabis or cannabis products into those states where cannabis is not permitted by state law or across any state lines in general; 6. Monitor the operations at our facilities so that our state-authorized cannabis business activity is not used as a cover or pretense for trafficking of other illegal drugs or engaging in any other illegal activity; and 7. Implement quality controls so that our products comply with applicable regulations and contain necessary disclaimers about the contents of the products to avoid adverse public health consequences from cannabis use and discourage impaired driving. In addition, we frequently conduct background checks to confirm that the principals and management of our operating subsidiaries are of good character and have not been involved with other illegal drugs, engaged in illegal activity or activities involving violence, or the use of firearms in the cultivation, manufacturing, or distribution of cannabis. We also conduct ongoing reviews of the activities of our cannabis businesses, the premises on which they operate, and the policies and procedures related to the possession of cannabis or cannabis products outside of the licensed premises. Moreover, in recent years, certain temporary federal legislative enactments that protect the medical marijuana and hemp industries have also been in effect. For instance, certain marijuana businesses receive a measure of protection from federal prosecution by operation of temporary appropriations measures that have been enacted into law as amendments (or “riders”) to federal spending bills passed by Congress and signed by Presidents Obama, Trump, and, most recently, President Biden. For instance, in the Appropriations Act of 2015, Congress included a budget “rider” that prohibits DOJ from expending any funds to enforce any law that interferes with a state’s implementation of its own medical marijuana laws. The rider originally known as the “Rohrbacher-Farr” Amendment after its original lead sponsors is now known as the “Joyce” Amendment after its current sponsor. Originally, a Republican-controlled House and Democratic-controlled Senate passed the Rohrbacher-Farr Amendment. The bill was “a bipartisan appropriations measure that looks to prohibit the DEA from spending funds to arrest state-licensed medical marijuana patients and providers.” Subsequently, the rider t has been included in multiple budgets passed by successive Congresses controlled by both major political parties. Most recently, on February 18, 2022, the Amendment was renewed through the signing of an additional stopgap spending bill, H.R.6617 - Further Additional Extending Government Funding Act, effective through March 11, 2022. While the Amendment has been included in successive appropriations legislation or resolutions since 2015, its inclusion or non-inclusion is subject to political change. Notably, Joyce Amendment has applied only to medical marijuana programs and has not provided the same protections to enforcement against adult-use activities. If the Amendment is no longer in effect, the risk of federal enforcement and override of state marijuana laws would increase. In December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to several other countries, including the United States. On June 11, 2020, the World Health Organization characterized COVID-19 as a pandemic. In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States have declared states of emergency, and several countries around the world, including the United States, have taken steps to restrict travel. The existence of a worldwide pandemic, the fear associated with COVID-19, or any, pandemic, and the reactions of governments in response to COVID-19, or any, pandemic, to regulate the flow of labor and products and impede the travel of personnel, may impact our ability to conduct normal business operations, which could adversely affect our results of operations and liquidity. Disruptions to our supply chain and business operations disruptions to our retail operations and our ability to collect rent from the properties which we own, personnel absences, or restrictions on the shipment of our or our suppliers’ or customers’ products, any of which could have adverse ripple effects throughout our business. If we need to close any of our facilities or a critical number of our employees become too ill to work, our production ability could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse consequences due to COVID-19, or any other, pandemic, demand for our products could also be materially adversely affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in the markets in which we operate. Any of these uncertainties could have a material adverse effect on our business, financial condition, or results of operations. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. Should the United States Federal Government choose to begin enforcement of the provisions under the “ACT”, the Company through its wholly owned subsidiaries could be prosecuted under the “ACT” and the Company may have to immediately cease operations and/or be liquidated upon its closing of the acquisition or investment in entities that engage directly in the production and or sale of cannabis. Management believes that the Company has access to capital resources through potential public or private issuances of debt or equity securities. However, if the Company is unable to raise additional capital, it may be required to curtail operations and take additional measures to reduce costs, including reducing its workforce, eliminating outside consultants, and reducing legal fees to conserve its cash in amounts sufficient to sustain operations and meet its obligations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might become necessary should the Company be unable to continue as a going concern. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long-lived assets for impairment testing, valuation of intangible assets, the valuation of inventory and assets and liabilities held for sale. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation,(sold during the fiscal year ended September 30, 2023), and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc.(sold during the fiscal year ended September 30, 2022). In addition, the Company has consolidated YMY Ventures, LLC and NVD RE, Inc. under the variable interest requirements. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2023, and 2022, the Company had no Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of September 30, 2023, and 2022 the reserve for doubtful accounts was $ 4 79 Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is included in discontinued operations (see Note 3). Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments, and is included in discontinued operations (see Note 3). Held for Sale Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized, in accordance with ASC 360, “Property, Plant and Equipment.” “Discontinued Operations, Assets and Liabilities Held for Sale,” Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Property and equipment, net, are included in discontinued operations (see note 3). Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.The Company’s long-lived assets are included in discontinued operations (see Note 3). Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the years ended September 30, 2023, and 2022, the Company had no No 795 Goodwill and Intangible Assets Goodwill. 1.5 5.9 Intangible Assets 2.6 1.9 An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations as a change in fair value. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of September 30, 2023, and 2022, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is more likely than not likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall federal corporate income tax rate to 21.0 Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. Revenue for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3). Leases On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2023, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 1,370 1,224 177 Lease Costs Schedule of Lease Costs 2023 2022 Years Ended September 30, 2023 2022 Components of total lease costs: Operating lease expense $ 1,370 1,224 Total lease costs $ 1,370 $ 1,224 Leases for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3) Geographical Concentrations As of September 30, 2022, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 21 states and D.C., as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. Cost of goods sold for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3) Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. Earnings (Loss) per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of September 30, 2023, and 2022 are as follows: Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: September 30, September 30, 2023 2022 Convertible notes 881,628 3,250 Options to purchase common stock 1,241 552 Unvested restricted stock awards - - Warrants to purchase common stock 1,777 6,578 Anti-dilutive Securities 884,645 10,381 Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $ 103 266 Related parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment. Recent Accounting Guidance In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. Schedule of Adoption of ASU on its Financial Statements |
Discontinued Operations, Assets
Discontinued Operations, Assets and Liabilities Held for Sale | 12 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations, Assets and Liabilities Held for Sale | 3. Discontinued Operations, Assets and Liabilities Held for Sale Discontinued Operations During the quarter ended September 30, 2023, the Company’s Board of Directors approved a plan to sell all of its businesses and associated subsidiaries. The following table presents the assets and liabilities associated with the discontinued operations of the Company. (in thousands): Schedule of Discontinued Operations of Assets and Liabilities September 30, September 30, 2023 2022 ASSETS Current assets Accounts receivable, net of allowance for doubtful accounts $ 158 $ 313 Note receivable 166 - Inventory 894 2,675 Prepaid expenses and other current assets 360 513 Total current assets 1,578 3,501 Property and equipment, net 2,321 9,089 Deposits and other assets 13 13 Right of use asset 6,039 6,874 Intangible assets, net 284 8,014 Goodwill - 1,522 Total assets $ 10,235 $ 29,013 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses 623 1,043 Convertible notes, net - 404 Current maturities of long-term debt 400 1,000 Short term notes and advances 6 13 Lease liability 430 580 Total current liabilities 1,459 3,040 Lease liability - long term 7,523 6,476 Long-term debt, mortgages 675 1,225 Total liabilities $ 9,657 $ 10,741 The total assets and total liabilities in the above table for the year ended September 30, 2023, are presented in the balance sheet as of September 30, 2023, as Assets held for sale and Liabilities held for sale. The following table presents the revenue and expenses associated with the discontinued operations of the Company. (in thousands): 2023 2022 Year Ended September 30, 2023 2022 Revenues $ 14,158 $ 16,563 Cost of goods sold 12,126 14,440 Gross Profit 2,032 2,123 Operating expenses: Consulting fees - 2 Professional fees 68 87 General and administrative 5,521 7,700 Impairment expense 6,832 8,132 Total operating expenses 12,421 15,921 Loss from operations (10,389 ) (13,798 ) Other income (expenses) Foreign currency exchange gain (loss) 61 (4 ) Loss from disposal of subsidiary (3,911 ) (914 ) Total other income (expense) (3,850 ) (918 ) Net loss $ (14,239 ) $ (14,716 ) |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | 4. Prepaid expenses and other current assets Prepaid expenses and other current assets are assets and payments previously made, that benefit future periods. The balance as of September 30, 2023, includes the Employee Retention Tax Credit (“ERTC”) program from the U.S Treasury, as part of the COVID-19 stimulus package. The remaining balance of the ERTC receivable was approximately $201 thousand as of September 30, 2023. Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets September 30, September 30, 2023 2022 Prepaid expenses $ 163 $ 100 Deposits and other current assets 115 316 Total prepaid expenses and other current assets $ 278 $ 416 |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Non-Controlling Interests | 5. Non-Controlling Interests Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 553 $ (37 ) $ 516 36.2 % Western Coast Ventures, Inc. 842 $ (3 ) 839 49.0 % YMY Ventures, Inc. 299 $ 30 329 50.0 % Michigan RE 1, Inc. (54 ) $ (152 ) (206 ) 49.0 % $ 1,640 $ (162 ) $ 1,478 As of September 30, 2023 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 516 $ (470 ) $ 46 36.2 % Western Coast Ventures, Inc. 839 $ - 839 49.0 % YMY Ventures, Inc. 329 $ 79 408 50.0 % Michigan RE 1, Inc. (206 ) $ - (206 ) 49.0 % $ 1,478 $ (391 ) $ 1,087 |
Asset Sales
Asset Sales | 12 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Asset Sales | 6. Asset Sales On January 3, 2023, pursuant to an Oregon Real Estate Agreement, the Company sold its ownership interest in Never Again 2, LLC. The purchase price for this land and its leasehold improvements was $ 275,000 56,055 200,000 1 On March 15, 2023, the Company executed as Asset Purchase Agreement in which certain assets were sold for $ 200,000 222,427 9,270 200,000 10,000 190,000 The first 35 installments will be $5,278 and the last payment will be $5,278. The Company realized a loss on sale of approximately $18,000. |
Accounts payable and accrued ex
Accounts payable and accrued expenses | 12 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued expenses | 7. Accounts payable and accrued expenses Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses September 30, September 30, 2023 2022 Accounts payable 1,178 $ 1,140 Accrued credit cards 14 14 Accrued interest 77 113 Other 130 - Total Accounts Payable and Accrued Expenses 1,399 1,267 |
Notes Payable and Advances
Notes Payable and Advances | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable and Advances | 8. Notes Payable and Advances The following table summarizes the Company’s short-term notes and advances, acquisition note payable, due to related party loans, and long-term debt, mortgages as of September 30, 2023, and 2022: Schedule of Short-term Notes and Advances September 30, September 30, 2023 2022 Equipment financing $ 15 $ 20 Insurance financing 64 126 Promissory note 150 292 Total notes payable and advances $ 229 $ 438 Equipment financing January 2021, the Company entered into a promissory note in the amount of $ 27,880 13.29 642 15,166 Insurance financing Effective February 9, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 430,657 7.64 86,131 35,795 Effective February 24, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 17,551 7.37 18,033 1,327 0 Effective April 6, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 29,060 9.65 5,812 2,697.47 0 Effective May 23, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 7,599 11.50 2,121 640.41 0 Effective April 5, 2022, the Company entered into a 12-month premium finance agreement in partial consideration for an insurance policy in the principal amount of $ 20,931 10.50 5,347 1,808.22 0 Effective July 7, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 10,150 11 3,950 837 Effective July 31, 2022, the Company entered into a 12-month premium finance agreement for an insurance policy in the principal amount of $ 144,500 9.49 35,803 11,348 Effective November 26, 2022, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $ 11,089 12.90 1,961 971 Effective April 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $ 21,000 12.12 8,392 1,696 8,481 Effective May 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $ 5,892 14.50 1,265 462.73 3,239 Effective August 2023, the Company entered into a 10-month premium finance agreement for an insurance policy in the principal amount of $ 67,044 11.25 19,225 5,050 45,446 Effective August 2023, the Company entered into a 6-month installment agreement for an insurance policy in the principal amount of $ 9,742 3,971 1,923 5,771 Effective August 2023, the Company entered into a 4-month installment agreement for an insurance policy in the principal amount of $ 925 445 240 480 Promissory note In January 2020, the Company issued two promissory notes with a principal balance of $ 500,000 12 100,000 five 0.85 0.45 five ten 200,548 250,000 49,452 124,000 7,352,941 125,000 80,016 44,984 5,434,782 In November 2022, the Company completed a private placement of a $ 250,000 250,000 5,000 10 0.05 150,000 Long-term debt, mortgages In January 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 January 31, 2022 7,714 2 354,000 249,000 In March 2020, the Company executed a $ 400,000 11.55 April 1, 2022 38,000 400,000 In March 2020, the Company refinanced a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 15 700,000 775,000 12 two-year 11,667 2 556,000 482,000 In July 2020, the Company executed a mortgage payable on property located in Oregon to acquire additional funds. The mortgage bears interest at 14 July 31, 2023 275,000 56,000 894,000 In April 2018, the Company received a 37.5 1.275 600,000 675,000 300,000 300,000 300,000 14 4,667 675,000 400,000 15 8,437 675,000 The following is a table of the 5-year runoff of our long-term debt recorded in liabilities held for sale as of September 30: Schedule of Maturities of Long Term Debt 2023 $ 400 2024 - 2025 675 2026 - 2027 - Thereafter - Total long-term debt 1,075 Less current portion of long-term debt: (400 ) Long term debt $ 675 Finance liability In November 2020, the Company executed a mortgage payable on property located in Mulino, Oregon to acquire additional funds. The mortgage bears interest at 15 13,750 1,094,989 29,167 2 1.8 1.4 |
Convertible debt
Convertible debt | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Convertible debt | 9. Convertible debt In January 2023, the Company executed a $ 250,000 500,000 0.01 12 0.005 150,000 During March 2023, the Company executed a $ 100,000 7.5 0.01 100 0.02 five years 0.02 five years During March 2023, the Company executed a $50,000 7.5 0.01 100 0.02 five years 0.02 five years During April 2023, the Company executed a $ 50,000 7.5 0.01 100 0.02 five years 0.02 five years During April 2023, the Company executed a series of secured convertible promissory notes totaling $ 545,000 7.5 0.01 100 0.02 five years 0.02 five years Canaccord On December 27, 2018, the Company entered into an Agency Agreement (the “Agency Agreement”) for a private offering of up to 10,000 10,000,000 In December 2018 and January 2019, the Company issued 3,121 1,000 3.1 2.3 52,430 On March 14, 2019, the Company issued 962 1,000 1.0 0.7 5,600 The total aggregate proceeds of the Offering totaled $ 4.1 3.1 Each CD Special Warrant will be exchanged (with no further action on the part of the holder thereof and for no further consideration) for one convertible debenture unit of the Company (a “Convertible Debenture Unit”), on the earlier of: (i) the third business day after the date on which both (A) a receipt (the “Receipt”) for a (final) document (the “Qualification Document”) qualifying the distribution of the Convertible Debentures (as defined below) and Warrants (as defined below) issuable upon exercise of the CD Special Warrants has been issued by the applicable securities regulatory authorities in the Canadian jurisdictions in which purchasers of the CD Special Warrants are resident (the “Canadian Jurisdictions”), and (B) a registration statement (the “Registration Statement”) registering the resale of the common shares underlying the Convertible Debentures and Warrants has been declared effective by the U.S. Securities and Exchange Commission (the “Registration”); and (ii) the date that is six months following the closing of the Offering. The Company has also provided certain registration rights to purchasers of the CD Special Warrants. The CD Special Warrants were exchanged for Convertible Debenture Units after six months as U.S. and Canadian registrations were not effective at that time. Each Convertible Debenture Unit is comprised of CDN $ 1,000 8.0 167 3.90 The Company has agreed to use its best efforts to obtain the Receipt and Registration within six months following the closing of the Offering. If the Receipt and Registration have not been obtained on or before 5:00 p.m. (PST) on the date that is 120 days following the closing of the Offering, each unexercised CD Special Warrant will thereafter entitle the holder thereof to receive, upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant. The brokered portion of the Offering (CDN $ 2.5 1.9 7.0 7.0 1,000 157,290 50,000 50,000 3.00 20,000 181,365 0.32 The issuance of the securities was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, Regulation D promulgated under the Securities Act, Regulation S, in Canada to “accredited investors” within the meaning of National Instrument 45106 and other exempt purchasers in each province of Canada, except Quebec, and/or outside Canada and the United States on a basis which does not require the qualification or registration. The securities being offered have not been registered under the Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. The Convertible Debenture features contain the following embedded derivatives: ● Conversion Option - The Convertible Debentures provide the holder the right to convert all or any portion of the outstanding principal into common shares of the Company at a conversion price of C$ 3.00 333.33 1,000 ● Contingent Put - Upon an Event of Default, the Convertible Debentures settle for cash at the outstanding principal and interest amount (at discretion of the Indenture Trustee or upon request of Holders of 25 ● Contingent Put - Upon a Change in Control, the Convertible Debentures settle for cash at the outstanding amount and principal and interest * 105 The conversion option, the contingent put feature upon an Event of Default, and the contingent put feature upon a Change in Control should be bifurcated and recognized collectively as a compound embedded derivative at fair value at inception and at each quarterly reporting period. A five percent penalty assessed for failure to timely file a registration statement to register the stock underlying the CD special warrants. The Company valued the warrants granted using the Black-Scholes pricing model and determined that the value at grant date was approximately $ 424,000 Schedule of Assumptions Used Valuations of Warrants Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 % Risk free interest rate 1.4 1.9 % The warrants are not indexed to the Company’s own stock under ASC 815, Derivatives and Hedging. As such, the warrants do not meet the scope exception in ASC 815-10-15-74(a) to derivative accounting and therefore were accounted for as a liability in accordance with the guidance in ASC 815. The warrant liability was recorded at the date of grant at fair value with subsequent changes in fair value recognized in earnings each reporting period. In April 2020, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$ 1.50 1.15 1.90 1.87 In June 2022, the Company received approval of the holders Warrant holders of the warrants and the holders debenture holders of the Convertible Debentures to reprice the convertible securities issued in connection with the Company’s special warrant financing, which initially closed on December 27, 2018, and June 14, 2019. The share purchase warrants of the Company issued in connection with the financing will be repriced to C$ 0.20 0.10 0.80 5 167 1,000 1.2 803 2.0 1.5 600 1.1 The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the twelve months ended September 30, 2023, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2022 $ 55 $ 370 Change in fair value 79 78 Balance as of September 30, 2023 $ 134 $ 448 As of November 29, 2023, in connection with its offering of special warrants, which closed on December 27, 2018 and March 14, 2019, the Corporation has issued 8.00% senior unsecured convertible debentures of the Corporation; and the Debentures were issued pursuant to a trust indenture dated December 27, 2018 between Olympia Trust Company and the Corporation, as amended ; the board of directors of the Corporation has determined it to be in the best interests of the Corporation to amend the Debenture Indenture to: (i) reprice the Debentures from the current conversion price of C$0.10 per Common Share to US$0.01 per Debenture Share; |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 10. Fair Value Measurements In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below: Level 1 – Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date. Level 2 – Quoted prices in markets that are not active or inputs which are either directly or indirectly observable. Level 3 – Unobservable inputs for the instrument requiring the development of assumptions by the Company. The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2023 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis markets observable inputs inputs Fair value measured at September 30, 2023 Quoted prices in active Significant other Significant unobservable markets observable inputs inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 134 $ - $ - $ 134 Embedded derivative liability 448 - - 448 Total fair value 582 $ - $ - 582 There were no transfers between Level 1, 2 or 3 during the year ended September 30, 2023. The following table presents changes in Level 3 liabilities measured at fair value for the year ended September 30, 2023. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2021 $ 2,277 $ - $ 2,277 Warrants granted 105 - 105 Modification of debentures - 339 339 Change in fair value (2,327 ) 31 (2,296 ) Balance - September 30, 2022 $ 55 $ 370 $ 425 Warrants granted - - - Warrants granted with promissory notes - - - Options issued - - - Issuance of convertible notes - - - Change in fair value 79 78 157 Cancellation of warrants pursuant to settlement agreement - - - Balance - September 30, 2023 $ 134 $ 448 $ 582 A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2023, and 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs Warrant Liability As of September 30, As of September 30, 2023 2022 Strike price $ 44.00 49.00 Contractual term (years) 2.29 1.43 Volatility (annual) 163 % 100 % Risk-free rate 4.6 % 4.1 % Dividend yield (per share) 0 % 0 % Embedded Derivative Liability As of September 30, As of September 30, 2023 2022 Strike price $ 1.00 $ 10.00 Contractual term (years) 1.8 2.8 Volatility (annual) 192 % 141 % Risk-free rate 4.88 % 4.00 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 % 14 16 % The Company used a lattice based trinomial model developed by Tsiveriotis, K. and Fernades in which the three lattices incorporate (1) the Company’s underlying common stock price; (2) the value of the debt components of the convertible notes; and (3) the value of the equity component of the convertible notes. The main drivers of sensitivity for the model are volatility and the credit spread. The model used will vary by approximately 1.5 4 1 1 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The income tax expense (benefit) consisted of the following for the fiscal year ended September 30, 2023 and 2022: Schedule of Income Tax Expenses (Benefit) September 30, September 30, 2023 2022 Total current $ - $ - Total deferred - - Income tax expense (benefit) $ - $ - Deferred income taxes reflect the net tax effects of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended September 30, 2023 and 2022: Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit September 30, September 30, 2023 2022 Federal statutory rate $ (4,852 ) $ (4,382 ) Permanent timing differences 3,193 3,272 Other (58 ) (58 ) Change in valuation allowance 1,717 1,168 Income tax expense $ - $ - For the years ended September 30, 2023 and 2022, the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25 Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended September 30, 2023 and 2022: Schedule of Deferred Tax Assets and Liabilities September 30, September 30, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 11,769 $ 10,110 Equity based compensation 3,171 3,045 Impairment of loan receivable - - Impairment of investments and other property 1,708 2,011 Total deferred tax assets 16,648 15,166 Deferred tax liabilities - - Depreciation 49 39 Deferred revenue - - Total deferred tax liabilities 49 39 Net deferred tax assets 16,599 15,127 Less valuation allowance (16,599 ) (15,127 ) Net deferred tax assets (liabilities) $ - $ - At September 30, 2023, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 37 During the fiscal year ended September 30, 2023 and 2022 the Company recognized no amounts related to tax interest or penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions. The Company currently has no years under examination by any jurisdiction. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Shareholders’ Equity | 12. Shareholders’ Equity In 2016, the Company adopted a plan to allow the Company to compensate prospective and current employees, directors, and consultants through the issuance of equity instruments of the Company. The plan has an effective life of 10 years. The plan is administered by the board of directors of the Company until such time as the board transfers responsibility to a committee of the board. The plan is limited to issuing common shares of the Company up to 15% of the total shares then outstanding. No limitations exist on any other instruments issuable under the plan. In the event of a change in control of the Company, all unvested instruments issued under the plan become immediately vested. Pursuant to the shareholders meeting on June 25, 2021, the Company has amended its certificate of incorporation to increase the number of authorized Company Common Shares from 300,000,000 750,000,000 On December 27, 2022, the Company’s shareholders approved a proposal to implement a reverse split of the Company’s Common Stock within a range of one for ten shares and one for one-hundred shares, at the discretion of the Board of Directions prior to December 27, 2023. At this time, the Board of Directors has approved a reverse split utilizing a ratio of one share for each one-hundred shares to be implemented prior to December 27, 2023. As a result of the reverse split, the Company’s 557,999,222 5,579,992 Preferred shares The Company had two series of preferred shares designated with no preferred shares issued and outstanding as of September 30, 2023, and September 30, 2022. Common shares During the year ended September 30, 2022, the Company issued 32,236 285,000 During the year ended September 30, 2022, the Company issued 1,300 30,000 0.23 During the year ended September 30, 2022, the Company issued 31,375 313,000 During the year ended September 30, 2022, the Company cancelled 115,067 During the year ended September 30, 2022, the Company converted $ 121,000 17,512 During the quarter ended December 31, 2022, the Company issued 3,500 9,000 During the quarter ended December 31, 2022, the Company issued 11,375 23,000 During the quarter ended December 31, 2022, the Company converted $ 124,000 73,529 During the quarter ended March 31, 2023, the Company converted $ 1,250 54,348 During the quarter ended March 31, 2023, the Company issued 68,953 144,573 During the quarter ended June 30, 2023, the Company issued 200,000 1.00 During the quarter ended June 30, 2023, the Company issued 30,000 1.00 During the quarter ended September 30, 2023, the Company issued 98,249 75 |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Sep. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Stock Based Compensation | 13. Stock Based Compensation Stock Options The fair value of the Company’s common stock was based upon the publicly quoted price on the date that the final approval of the awards was obtained. The Company does not expect to pay dividends in the foreseeable future so therefore the expected dividend yield is 0 The fair value of options granted during the years ended September 30, 2023, and 2022 were estimated using the following weighted-average assumptions: Options: Schedule of Fair Value of Options Granted For the Years Ended September 30, 2023 2022 Exercise price $ 17.00 $ 7.00 Expected term (years) 3.66 2.52 Expected stock price volatility 163 % 124 % Risk-free rate of interest 4.72 % 2.42 % Expected dividend rate 0 % 0 % A summary of option activity under the Company’s stock option plan for the year ended September 30, 2023 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of September 30, 2021 66,979 $ 107.00 $ - 2.09 Granted 15,000 7.00 $ - 3.00 Expired / cancelled (22,422 ) (67.00 ) $ - - Outstanding as of September 30, 2022 59,557 $ 107.00 $ - 2.90 Granted 74,250 3.00 $ - 3.24 Expired / cancelled (6,000 ) - $ - - Outstanding as of September 30, 2023 127,807 $ 17.67 $ - 3.66 Options vested and exercisable 125,932 $ 5.00 $ - 3.85 Estimated future stock-based compensation expense relating to unvested stock options was nominal as of September 30, 2023, and 2022. Weighted average remaining contractual life of the options is 2.60 Restricted Stock A summary of employee restricted stock activity for years ended September 30, 2023 and 2022 are presented below: Schedule of Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2021 63,858 $ 93.00 Granted (1) 26,375 11.00 Outstanding as of September 30, 2022 90,233 69.00 Granted 211,375 2.15 Outstanding as of September 30, 2023 301,608 $ 21.45 A summary of non-employee restricted stock activity under the Company’s for years ended September 30, 2023 and 2022 are presented below: Schedule of Non Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2021 89,175 $ 99.00 Granted 6,300 67.00 Outstanding as of September 30, 2022 95,475 97.00 Granted 33,500 1.77 Outstanding as of September 30, 2023 128,975 $ 58.48 Warrants A summary of the status of the Company’s outstanding warrants as of September 30, 2023 and 2022 and changes during the year then ended are presented below: Schedule of Warrants Outstanding Number of Warrants Weighted Average Exercise Price Remaining Contractual Term Outstanding as of September 30, 2020 51,147 $ 213.00 1 Warrants granted – equity 326,663 53.00 2 Warrants expired – equity (1,143 ) 250.00 0 Warrants granted – liability 302,991 45.00 3.04 Warrants expired – liability (50,000 ) 20.00 1.51 Outstanding as of September 30, 2021 629,658 47.00 1.23 Warrants exercised – equity (10,000 ) 4.00 - Warrants granted – equity 41,737 10.00 2.00 Warrants expired – equity (9,721 ) 10.00 - Warrants granted – liability 6,157 12.00 2.00 Outstanding as of September 30, 2022 657,831 49.00 1.43 Warrants expired – equity (518,088 ) 54.00 - Warrants granted – liability 37,950 1.54 4.30 Outstanding as of September 30, 2023 177,693 $ 17.25 1.22 Stock-based Compensation Expense Stock-based compensation expense for the years ended September 30, 2023, and 2022 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2023 2022 Years Ended September 30, 2023 2022 Restricted stock awards $ 263 $ 296 Stock options 240 454 Warrants - 263 Total stock-based compensation $ 503 $ 1,013 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 14. Commitments and contingencies As noted earlier in Note 1, the Company, engages in a business that constitutes an illegal act under the laws of the United States Federal Government. This raises several possible issues which may impact the Company’s overall operations, not the least of which are related to traditional banking and other key operational risks. Since cannabis remains illegal on the federal level, and most traditional banks are federally insured, those financial institutions will not service cannabis businesses. In states where medical or recreational marijuana is legal, dispensary owners, manufacturers, and anybody who “touches the plant,” continue to face a host of operational hurdles. While local, state-chartered banks and credit unions now accept cannabis commerce, there remains a reluctance by traditional banks to do business with them. Aside from a huge inconvenience and the need to find creative ways to manage financial flow, payroll logistics, and payment of taxes, his also poses tremendous risks to controls as a result of operating a lucrative business in cash. This lack of access to traditional banking may inhibit industry growth. For the year ended September 30, 2023, the Company’s has accounts with a Florida bank and several credit unions located in Washington and California. Despite the uncertainties surrounding the Federal government’s position on legalized marijuana, the Company does not believe these risks will have a substantive impact on its planned operations in the near term. In July 2016, the Company entered into a 10 7,033 315 2 14,000 On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 3,525 In September 2019, the Company entered into a 4 4,285 2,000 In January 2019, the Company entered into a 5 9,696 Pursuant to the execution of a sale lease back agreement with the Company’s Wallis property, a/k/a Never Again, the Company in May 2021, entered into a 15 31,500 2.5 60,000 Legal Proceedings D.H. Flamingo, Inc. v. Department of Taxation, et. al. On February 27, 2020, a subsidiary of the Company (YMY Ventures, LLC) was served with a Summons and Second Amended Complaint in a matter pending in the District Court of Clark County Nevada (Case # A-19-787004-B) which is styled “D.H. Flamingo, Inc. v. Department of Taxation, et. al. Chris Hass, et al. vs Brian Hayek, et al. Plaintiffs filed their initial complaint in the instant action on May 22, 2020. Plaintiffs filed the operative first amended complaint on August 18, 2020. On March 28, 2022, Plaintiffs obtained a stipulated judgment in this action in the amount of $ 349,876.69 Under California law, Stem, as Driven Deliveries’ prior parent company was legally required to assume Driven Deliveries’ debt to Plaintiffs. If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision . The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. Stem’s S-4 Statement to the SEC states, “Driven is surviving the merger as a wholly owned subsidiary of Stem (the ‘Merger’). Stem, together with Driven following the Merger, is referred to herein as the combined company. Following the completion of the Merger, Stem will also assume Driven’s outstanding net indebtedness.” Plaintiffs argue that while the merger with Stem was pending, Driven and Stem’s COO, Brian Hayek agreed to be bound by California law in executing the Settlement Agreement. Accordingly, applying California law, Stem assumed Dirven’s liability to Plaintiffs. Accordingly, Plaintiffs have demonstrated Stem is Driven Deliveries’ successor in interest. In the interest of justice this Court grants Plaintiffs’ motion to amend judgment to add nonparty Stem Holdings Inc. as an additional defendant. On December 12, 2022, the Superior Court granted the plaintiffs’ motion to amend the stipulated judgment to add the Company, thereby making the Company liable, along with the defendants and Driven’s former owner, Sal Villanueva, for the judgment of $349,876.69, plus interest. The Company has appealed from the Superior Court order, and the matter is now pending in the California Court of Appeal for the Second District. The Company believes the Superior Court erred in amending the judgment to include the Company, given that the Company was only a shareholder in Driven, was uninvolved in the original settlement or the stipulated judgment, and Driven never merged into the Company. The Company has vigorously defended against the plaintiffs’ claims in Superior Court and the Court of Appeal. It is not possible for us to provide an evaluation of the likelihood of an unfavorable outcome or an estimate of the amount of potential loss. Sheila Contreras, et al. v. Budee, Inc ., California Superior Court for the County of Alameda, Case No. 22CV017480. Plaintiffs filed a complaint on September 8, 2022 against Budee, Inc., Driven Deliveries, Inc. (“Driven”), and the Company for alleged violations of California wage-and-hour laws by Driven between May 2020 and August 2021. The Company, on behalf of itself alone, filed an answer denying the allegations on November 22, 2022. A non-jury trial is scheduled for October 25, 2024. Plaintiffs have taken no discovery and it is unclear whether they intend to fully pursue the action to trial. Given that the Company did not employ the plaintiffs, the Company lacks information regarding the amount of potential loss. The Company believes the action has no merit and intends to vigorously defend against the claims. Additionally, the Company is subject from time to time to litigation, claims and suits arising in the ordinary course of business. |
Subsequent events
Subsequent events | 12 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent events | 15. Subsequent events 451 Wallis , JVP3 On November 28, 2023, the Company executed an Asset Purchase Agreement in which the Company sold its assets in JV Production 3, LLC. The purchase price for all of its assets was $ 250 250 100,000 Opco P1, 42 nd On December 20, 2023, the Company executed an Asset Purchase Agreement in which the Company sold its assets in Opco Production 1, LLC. The purchase price for all of its assets was $ 500 Artifact, Chambers On February 9, 2024, the Company executed on an Asset Purchase Agreement in which the Company sold its assets in JV Wholesale, LLC and JV Extraction. LLC, formerly known as Artifact. The purchase price for all of its assets was $ 200 JVR4 On May 22, 2024, the Company executed on an Asset Purchase Agreement in which the Company sold its assets in JV Retail 4, LLC. The purchase price for all of its assets was $ 425 KindCare / TJ’s Provisions On April 19, 2024, the Company executed on an Asset Purchase Agreement in which the Company sold its assets in KindCare, LLC. The purchase price for all of its assets was $ 635 On December 1, 2023 Olympia Trust Company and Stem Holdings Inc. entered into a supplemental indenture amending the conversion price, to be $ 1.00 1 for 100 reverse stock split 2.6 2,642,426 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All material intercompany accounts and transactions have been eliminated during the consolidation process. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income, and expenses. The most significant estimates included in these consolidated financial statements are those associated with the assumptions used to value equity instruments, valuation of its long-lived assets for impairment testing, valuation of intangible assets, the valuation of inventory and assets and liabilities held for sale. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable given the circumstances that exist at the time the financial statements are prepared. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations will be affected. |
Reclassifications | Reclassifications Certain amounts in the Company’s consolidated financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods. |
Principles of Consolidation | Principles of Consolidation The Company’s policy is to consolidate all entities that it controls by ownership of a majority of the outstanding voting stock. In addition, the Company consolidates entities that meet the definition of a variable interest entity (“VIE”) for which it is the primary beneficiary. The primary beneficiary is the party who has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and who has an obligation to absorb losses of the entity or a right to receive benefits from the entity that could potentially be significant to the entity. For consolidated entities that are less than wholly owned, the third party’s holding of equity interest is presented as noncontrolling interests in the Company’s Consolidated Balance Sheets and Consolidated Statements of Changes in Stockholders’ Equity. The portion of net loss attributable to the noncontrolling interests is presented as net loss attributable to noncontrolling interests in the Company’s Consolidated Statements of Operations. The accompanying consolidated financial statements include the accounts of Stem Holdings, Inc. and its wholly owned subsidiaries, Stem Holdings Oregon, Inc., Stem Holdings IP, Inc., Opco, LLC, Stem Holdings Agri, Inc., Stem Oregon Acquisitions 2 Corp., Stem Oregon Acquisitions 3 Corp., Stem Oregon Acquisitions 4 Corp., 7LV USA Corporation,(sold during the fiscal year ended September 30, 2023), and Stem Oregon Acquisitions 1 Corp., and Driven Deliveries, Inc.(sold during the fiscal year ended September 30, 2022). In addition, the Company has consolidated YMY Ventures, LLC and NVD RE, Inc. under the variable interest requirements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less at the time of purchase to be cash equivalents. Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash and cash equivalents. The Company’s cash is primarily maintained in checking accounts. These balances may, at times, exceed the U.S. Federal Deposit Insurance Corporation insurance limits. As of September 30, 2023, and 2022, the Company had no |
Accounts Receivable | Accounts Receivable Accounts receivable is shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. As of September 30, 2023, and 2022 the reserve for doubtful accounts was $ 4 79 |
Inventory | Inventory Inventory is comprised of raw materials, finished goods and work-in-progress such as pre-harvested cannabis plants and by-products to be extracted. The costs of growing cannabis including but not limited to labor, utilities, nutrition, and irrigation, are capitalized into inventory until the time of harvest. Inventory is included in discontinued operations (see Note 3). Inventory is stated at the lower of cost or net realizable value, determined using weighted average cost. Cost includes expenditures directly related to manufacturing and distribution of the products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and the depreciation of manufacturing equipment and production facilities determined at normal capacity. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. At the end of each reporting period, the Company performs an assessment of inventory obsolescence to measure inventory at the lower of cost or net realizable value. Factors considered in the determination of obsolescence include slow-moving or non-marketable items. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include consulting, advertising, insurance, and service or other contracts requiring up-front payments, and is included in discontinued operations (see Note 3). |
Held for Sale | Held for Sale Assets and liabilities to be disposed of by sale are classified as “held for sale” if their carrying amounts are principally expected to be recovered through a sale transaction rather than through continuing use. The classification occurs when the disposal group is available for immediate sale and the sale is probable. These criteria are generally met when management has committed to a plan to sell the assets within one year. Disposal groups are measured at the lower of carrying amount or fair value less costs to sell, and long-lived assets included within the disposal group are not depreciated or amortized, in accordance with ASC 360, “Property, Plant and Equipment.” “Discontinued Operations, Assets and Liabilities Held for Sale,” |
Property and Equipment | Property and Equipment Property, equipment, and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Repairs and maintenance expenditures that do not extend the useful lives of related assets are expensed as incurred. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance, and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Property and equipment, net, are included in discontinued operations (see note 3). Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of its long-lived assets, which include property and equipment, for indicators of impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be recoverable. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events. The Company does not test for impairment in the year of acquisition of properties, as long as those properties are acquired from unrelated third parties. The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. In cases where estimated future net undiscounted cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the asset or asset group. Fair value is generally determined using the assets expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated and amortized prospectively over the newly determined remaining estimated useful lives.The Company’s long-lived assets are included in discontinued operations (see Note 3). |
Equity Method Investments | Equity Method Investments Investments in unconsolidated affiliates are accounted for under the equity method of accounting, as appropriate. The Company accounts for investments in limited partnerships or limited liability corporations, whereby the Company owns a minimum of 5.0 During the years ended September 30, 2023, and 2022, the Company had no No 795 |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill. 1.5 5.9 Intangible Assets 2.6 1.9 An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not that an impairment exists. If it is determined that it is not more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset that is amortized over the remaining useful life of that asset, if any. Subsequent reversal of impairment losses is not permitted. |
Business Combinations | Business Combinations The Company applies the provisions of ASC 805 in the accounting for acquisitions. ASC 805 requires the Company to recognize separately from goodwill the assets acquired, and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions to accurately apply preliminary value to assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, these estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments in the current period, rather than a revision to a prior period. Upon the conclusion of the measurement period or final determination of the values of the assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded in the consolidated statements of operations. Accounting for business combinations requires management to make significant estimates and assumptions, especially at the acquisition date, including estimates for intangible assets, contractual obligations assumed, restructuring liabilities, pre-acquisition contingencies, and contingent consideration, where applicable. Although the Company believes the assumptions and estimates made have been reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired companies and are inherently uncertain. Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates, or actual results. |
Contingent Consideration | Contingent Consideration The Company accounts for “contingent consideration” according to FASB ASC 805, “Business Combinations” (“FASB ASC 805”). Contingent consideration typically represents the acquirer’s obligation to transfer additional assets or equity interests to the former owners of the acquiree if specified future events occur or conditions are met. FASB ASC 805 requires that contingent consideration be recognized at the acquisition-date fair value as part of the consideration transferred in the transaction. FASB ASC 805 uses the fair value definition in Fair Value Measurements, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As defined in FASB ASC 805, contingent consideration is (i) an obligation of the acquirer to transfer additional assets or equity interests to the former owners of an acquiree as part of the exchange for control of the acquiree, if specified future events occur or conditions are met or (ii) the right of the acquirer to the return of previously transferred consideration if specified conditions are met. |
Warrant Liability | Warrant Liability The Company accounts for certain common stock warrants outstanding as a liability at fair value and adjusts the instruments to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s consolidated statements of operations as a change in fair value. The fair value of the warrants issued by the Company has been estimated using a Black Scholes model. |
Embedded Conversion Features | Embedded Conversion Features The Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in the statement of operations. If the conversion feature does not require recognition of a bifurcated derivative, the convertible debt instrument is evaluated for consideration of any beneficial conversion feature (“BCF”) requiring separate recognition. When the Company records a BCF, the intrinsic value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument (offset to additional paid-in capital) and amortized to interest expense over the life of the debt. |
Income Taxes | Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes”. The Company files a consolidated United States federal income tax return. The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expense are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has incurred net operating losses for financial-reporting and tax-reporting purposes. As of September 30, 2023, and 2022, such net operating losses were offset entirely by a valuation allowance. The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is more likely than not likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. In December 2017, the Tax Cuts and Jobs Act (TCJA or the Act) was enacted, which significantly changes U.S. tax law. In accordance with ASC 740, “Income Taxes”, the Company is required to account for the new requirements in the period that includes the date of enactment. The Act reduced the overall federal corporate income tax rate to 21.0 |
Revenue Recognition | Revenue Recognition The Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (Topic 606), the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied. Revenue for the Company’s product sales has not been adjusted for the effects of a financing component as the Company expects, at contract inception, that the period between when the Company’s transfers control of the product and when the Company receives payment will be one year or less. Product shipping and handling costs are included in cost of product sales. The following policies reflect specific criteria for the various revenue streams of the Company: Cannabis Dispensary, Cultivation and Production Revenue is recognized upon transfer of retail merchandise to the customer upon sale transaction, at which time its performance obligation is complete. Revenue is recognized upon delivery of product to the wholesale customer, at which time the Company’s performance obligation is complete. Terms are generally between cash on delivery to 30 days for the Company’s wholesale customers. The Company’s sales environment is somewhat unique, in that once the product is sold to the customer (retail) or delivered (wholesale) there are essentially no returns allowed or warranty available to the customer under the various state laws. Delivery 1) Identify the contract with a customer The Company sells retail products directly to customers. In these sales there is no formal contract with the customer. These sales have commercial substance and there are no issues with collectability as the customer pays the cost of the goods at the time of purchase or delivery. 2) Identify the performance obligations in the contract The Company sells its products directly to consumers. In this case these sales represent a performance obligation with the sales and any necessary deliveries of those products. 3) Determine the transaction price The sales that are done directly to the customer have no variable consideration or financing component. The transaction price is the cost that those goods are being sold for plus any additional delivery costs. 4) Allocate the transaction price to performance obligations in the contract For the goods that the Company sells directly to customers, the transaction price is allocated between the cost of the goods and any delivery fees that may be incurred to deliver to the customer. 5) Recognize revenue when or as the Company satisfies a performance obligation For the sales of the Company’s own goods the performance obligation is complete once the customer has received the product. Revenue for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3). |
Leases | Leases On October 1, 2020, the Company adopted ASC 842 and elected to apply the new standard at the adoption date and recognize a cumulative effect as an adjustment to retained earnings. Upon calculation the effect on retained earnings was immaterial and no adjustment was deemed necessary. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we combine the lease and non-lease components in determining the lease liabilities and right of use (“ROU”) assets. Our lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. We used the incremental borrowing rate on September 30, 2023, for all leases that commenced prior to that date. In determining this rate, which is used to determine the present value of future lease payments, we estimate the rate of interest we would pay on a collateralized basis, with similar payment terms as the lease and in a similar economic environment. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Lease costs were $ 1,370 1,224 177 Lease Costs Schedule of Lease Costs 2023 2022 Years Ended September 30, 2023 2022 Components of total lease costs: Operating lease expense $ 1,370 1,224 Total lease costs $ 1,370 $ 1,224 Leases for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3) |
Geographical Concentrations | Geographical Concentrations As of September 30, 2022, the Company is primarily engaged in the production and sale of cannabis, which is only legal for recreational use in 19 states and D.C., with lesser legalization, such as for medical use in an additional 21 states and D.C., as of the time of these consolidated financial statements. In addition, the United States Congress has passed legislation, specifically the Agriculture Improvement Act of 2018 (also known as the “Farm Bill”) that has removed production and consumption of hemp and associated products from Schedule 1 of the Controlled Substances Act. |
Cost of Goods Sold | Cost of Goods Sold Cost of sales represents costs directly related to manufacturing and distribution of the Company’s products. Primary costs include raw materials, packaging, direct labor, overhead, shipping and handling and the depreciation of manufacturing equipment and production facilities. Manufacturing overhead and related expenses include salaries, wages, employee benefits, utilities, maintenance, and property taxes. The Company recognizes the cost of sales as the associated revenues are recognized. Cost of goods sold for each of the years ended September 30, 2023 and 2022 are included in discontinued operations (see note 3) |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As defined in the authoritative guidance, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To estimate fair value, the Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (“Level 1” measurements) and the lowest priority to unobservable inputs (“Level 3” measurements). The three levels of the fair value hierarchy are as follows: Level 1 — Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 — Other inputs that are observable, directly, or indirectly, such as quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 — Unobservable inputs for which there is little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. In instances in which multiple levels of inputs are used to measure fair value, hierarchy classification is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. |
Stock-based Compensation | Stock-based Compensation The Company accounts for share-based payment awards exchanged for services at the estimated grant date fair value of the award. Stock options issued under the Company’s long-term incentive plans are granted with an exercise price equal to no less than the market price of the Company’s stock at the date of grant and expire up to ten years from the date of grant. These options generally vest on the grant date or over a one-year period. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. Expected Term Expected Volatility Risk-Free Interest Rate Expected Dividend Effective January 1, 2017, the Company elected to account for forfeited awards as they occur, as permitted by Accounting Standards Update (“ASU”) 2016-09. Ultimately, the actual expenses recognized over the vesting period will be for those shares that vested. Prior to making this election, the Company estimated a forfeiture rate for awards at 0%, as the Company did not have a significant history of forfeitures. |
Earnings (Loss) per Share | Earnings (Loss) per Share ASC 260, Earnings Per Share, requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net loss per share of common stock excludes dilution and is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share of common stock reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity unless inclusion of such shares would be anti-dilutive. Since the Company has only incurred losses, basic and diluted net loss per share is the same. Securities that could potentially dilute loss per share in the future that were not included in the computation of diluted loss per share as of September 30, 2023, and 2022 are as follows: Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: September 30, September 30, 2023 2022 Convertible notes 881,628 3,250 Options to purchase common stock 1,241 552 Unvested restricted stock awards - - Warrants to purchase common stock 1,777 6,578 Anti-dilutive Securities 884,645 10,381 |
Advertising Costs | Advertising Costs The Company follows the policy of charging the cost of advertising to expense as incurred. Advertising expense was $ 103 266 |
Related parties | Related parties Parties are related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. |
Segment reporting | Segment reporting Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision–making group in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision–maker is its chief executive officer. The Company currently operates in one segment. |
Recent Accounting Guidance | Recent Accounting Guidance In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 provides guidance for recognizing credit losses on financial instruments based on an estimate of current expected credit losses model. The amendments are effective for fiscal years beginning after December 15, 2019. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its financial statements. Schedule of Adoption of ASU on its Financial Statements |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets | Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on a straight-line method over the estimated useful lives of the assets. The Company estimates useful lives as follows: Schedule of Estimated Useful Life of Assets Buildings 20 Leasehold improvements Shorter of term of lease or economic life of improvement Furniture and equipment 5 Signage 5 Software and related 5 |
Schedule of Lease Costs | Lease Costs Schedule of Lease Costs 2023 2022 Years Ended September 30, 2023 2022 Components of total lease costs: Operating lease expense $ 1,370 1,224 Total lease costs $ 1,370 $ 1,224 |
Schedule of Computation of Diluted Loss | Schedule of Computation of Diluted Loss Potentially dilutive share-based instruments: September 30, September 30, 2023 2022 Convertible notes 881,628 3,250 Options to purchase common stock 1,241 552 Unvested restricted stock awards - - Warrants to purchase common stock 1,777 6,578 Anti-dilutive Securities 884,645 10,381 |
Schedule of Adoption of ASU on its Financial Statements | Schedule of Adoption of ASU on its Financial Statements |
Discontinued Operations, Asse_2
Discontinued Operations, Assets and Liabilities Held for Sale (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations of Assets and Liabilities | The following table presents the assets and liabilities associated with the discontinued operations of the Company. (in thousands): Schedule of Discontinued Operations of Assets and Liabilities September 30, September 30, 2023 2022 ASSETS Current assets Accounts receivable, net of allowance for doubtful accounts $ 158 $ 313 Note receivable 166 - Inventory 894 2,675 Prepaid expenses and other current assets 360 513 Total current assets 1,578 3,501 Property and equipment, net 2,321 9,089 Deposits and other assets 13 13 Right of use asset 6,039 6,874 Intangible assets, net 284 8,014 Goodwill - 1,522 Total assets $ 10,235 $ 29,013 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities Accounts payable and accrued expenses 623 1,043 Convertible notes, net - 404 Current maturities of long-term debt 400 1,000 Short term notes and advances 6 13 Lease liability 430 580 Total current liabilities 1,459 3,040 Lease liability - long term 7,523 6,476 Long-term debt, mortgages 675 1,225 Total liabilities $ 9,657 $ 10,741 The total assets and total liabilities in the above table for the year ended September 30, 2023, are presented in the balance sheet as of September 30, 2023, as Assets held for sale and Liabilities held for sale. The following table presents the revenue and expenses associated with the discontinued operations of the Company. (in thousands): 2023 2022 Year Ended September 30, 2023 2022 Revenues $ 14,158 $ 16,563 Cost of goods sold 12,126 14,440 Gross Profit 2,032 2,123 Operating expenses: Consulting fees - 2 Professional fees 68 87 General and administrative 5,521 7,700 Impairment expense 6,832 8,132 Total operating expenses 12,421 15,921 Loss from operations (10,389 ) (13,798 ) Other income (expenses) Foreign currency exchange gain (loss) 61 (4 ) Loss from disposal of subsidiary (3,911 ) (914 ) Total other income (expense) (3,850 ) (918 ) Net loss $ (14,239 ) $ (14,716 ) |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid and other current assets comprised of the following: Schedule of Prepaid Expenses and Other Current Assets September 30, September 30, 2023 2022 Prepaid expenses $ 163 $ 100 Deposits and other current assets 115 316 Total prepaid expenses and other current assets $ 278 $ 416 |
Non-Controlling Interests (Tabl
Non-Controlling Interests (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Noncontrolling Interest [Abstract] | |
Schedule of Non-Controlling Interests in Consolidated Entities | Non-controlling interests in consolidated entities are as follows (in thousands): Schedule of Non-Controlling Interests in Consolidated Entities As of September 30, 2022 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 553 $ (37 ) $ 516 36.2 % Western Coast Ventures, Inc. 842 $ (3 ) 839 49.0 % YMY Ventures, Inc. 299 $ 30 329 50.0 % Michigan RE 1, Inc. (54 ) $ (152 ) (206 ) 49.0 % $ 1,640 $ (162 ) $ 1,478 As of September 30, 2023 NCI Equity Share Net Loss Attributable to NCI NCI in Consolidated Entities Non-Controlling Ownership % NVD RE Corp. $ 516 $ (470 ) $ 46 36.2 % Western Coast Ventures, Inc. 839 $ - 839 49.0 % YMY Ventures, Inc. 329 $ 79 408 50.0 % Michigan RE 1, Inc. (206 ) $ - (206 ) 49.0 % $ 1,478 $ (391 ) $ 1,087 |
Accounts payable and accrued _2
Accounts payable and accrued expenses (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following (in thousands): Schedule of Accounts Payable and Accrued Expenses September 30, September 30, 2023 2022 Accounts payable 1,178 $ 1,140 Accrued credit cards 14 14 Accrued interest 77 113 Other 130 - Total Accounts Payable and Accrued Expenses 1,399 1,267 |
Notes Payable and Advances (Tab
Notes Payable and Advances (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Short-term Notes and Advances | The following table summarizes the Company’s short-term notes and advances, acquisition note payable, due to related party loans, and long-term debt, mortgages as of September 30, 2023, and 2022: Schedule of Short-term Notes and Advances September 30, September 30, 2023 2022 Equipment financing $ 15 $ 20 Insurance financing 64 126 Promissory note 150 292 Total notes payable and advances $ 229 $ 438 |
Schedule of Maturities of Long Term Debt | The following is a table of the 5-year runoff of our long-term debt recorded in liabilities held for sale as of September 30: Schedule of Maturities of Long Term Debt 2023 $ 400 2024 - 2025 675 2026 - 2027 - Thereafter - Total long-term debt 1,075 Less current portion of long-term debt: (400 ) Long term debt $ 675 |
Convertible debt (Tables)
Convertible debt (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Assumptions Used Valuations of Warrants | Schedule of Assumptions Used Valuations of Warrants Fair value of underlying common shares $ 1.78 2.10 Exercise price (converted to USD) $ 2.93 Dividend yield - Historical volatility 85 % Risk free interest rate 1.4 1.9 % |
Schedule of Warrant Liability and Embedded Derivative Liability | The table below shows the warrant liability and embedded derivative liability recorded in connection with the Canaccord convertible notes and the subsequent fair value measurement for the twelve months ended September 30, 2023, in USD, ( in thousands Schedule of Warrant Liability and Embedded Derivative Liability Warrant Liability Derivative Liability Balance as of September 30, 2022 $ 55 $ 370 Change in fair value 79 78 Balance as of September 30, 2023 $ 134 $ 448 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Liabilities Measured at Fair Value on a Recurring Basis | The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2023 (in thousands): Schedule of Liabilities Measured at Fair Value on a Recurring Basis markets observable inputs inputs Fair value measured at September 30, 2023 Quoted prices in active Significant other Significant unobservable markets observable inputs inputs Fair value (Level 1) (Level 2) (Level 3) Warrant liability $ 134 $ - $ - $ 134 Embedded derivative liability 448 - - 448 Total fair value 582 $ - $ - 582 |
Schedule of Level 3 Liabilities Measured at Fair Value | The following table presents changes in Level 3 liabilities measured at fair value for the year ended September 30, 2023. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands). Schedule of Level 3 Liabilities Measured at Fair Value Embedded Warrant Liability Derivative Liability Total Balance – September 30, 2021 $ 2,277 $ - $ 2,277 Warrants granted 105 - 105 Modification of debentures - 339 339 Change in fair value (2,327 ) 31 (2,296 ) Balance - September 30, 2022 $ 55 $ 370 $ 425 Warrants granted - - - Warrants granted with promissory notes - - - Options issued - - - Issuance of convertible notes - - - Change in fair value 79 78 157 Cancellation of warrants pursuant to settlement agreement - - - Balance - September 30, 2023 $ 134 $ 448 $ 582 |
Summary of Weighted Average Significant Unobservable Inputs | A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of September 30, 2023, and 2022 is as follows: Summary of Weighted Average Significant Unobservable Inputs Warrant Liability As of September 30, As of September 30, 2023 2022 Strike price $ 44.00 49.00 Contractual term (years) 2.29 1.43 Volatility (annual) 163 % 100 % Risk-free rate 4.6 % 4.1 % Dividend yield (per share) 0 % 0 % Embedded Derivative Liability As of September 30, As of September 30, 2023 2022 Strike price $ 1.00 $ 10.00 Contractual term (years) 1.8 2.8 Volatility (annual) 192 % 141 % Risk-free rate 4.88 % 4.00 % Dividend yield (per share) 0.00 % 0.00 % Credit spread 14 16 % 14 16 % |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Expenses (Benefit) | The income tax expense (benefit) consisted of the following for the fiscal year ended September 30, 2023 and 2022: Schedule of Income Tax Expenses (Benefit) September 30, September 30, 2023 2022 Total current $ - $ - Total deferred - - Income tax expense (benefit) $ - $ - |
Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit | The following is a reconciliation of the expected statutory federal income tax provision to the actual income tax benefit for the fiscal year ended September 30, 2023 and 2022: Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit September 30, September 30, 2023 2022 Federal statutory rate $ (4,852 ) $ (4,382 ) Permanent timing differences 3,193 3,272 Other (58 ) (58 ) Change in valuation allowance 1,717 1,168 Income tax expense $ - $ - |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities were as follows for the fiscal year ended September 30, 2023 and 2022: Schedule of Deferred Tax Assets and Liabilities September 30, September 30, 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 11,769 $ 10,110 Equity based compensation 3,171 3,045 Impairment of loan receivable - - Impairment of investments and other property 1,708 2,011 Total deferred tax assets 16,648 15,166 Deferred tax liabilities - - Depreciation 49 39 Deferred revenue - - Total deferred tax liabilities 49 39 Net deferred tax assets 16,599 15,127 Less valuation allowance (16,599 ) (15,127 ) Net deferred tax assets (liabilities) $ - $ - |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Sep. 30, 2023 | |
Compensation Related Costs [Abstract] | |
Schedule of Fair Value of Options Granted | The fair value of options granted during the years ended September 30, 2023, and 2022 were estimated using the following weighted-average assumptions: Options: Schedule of Fair Value of Options Granted For the Years Ended September 30, 2023 2022 Exercise price $ 17.00 $ 7.00 Expected term (years) 3.66 2.52 Expected stock price volatility 163 % 124 % Risk-free rate of interest 4.72 % 2.42 % Expected dividend rate 0 % 0 % |
Schedule of Stock Option Activity | A summary of option activity under the Company’s stock option plan for the year ended September 30, 2023 is presented below: Schedule of Stock Option Activity Number of Shares Weighted Average Exercise Price Total Intrinsic Value Weighted Average Remaining Contractual Life (in years) Outstanding as of September 30, 2021 66,979 $ 107.00 $ - 2.09 Granted 15,000 7.00 $ - 3.00 Expired / cancelled (22,422 ) (67.00 ) $ - - Outstanding as of September 30, 2022 59,557 $ 107.00 $ - 2.90 Granted 74,250 3.00 $ - 3.24 Expired / cancelled (6,000 ) - $ - - Outstanding as of September 30, 2023 127,807 $ 17.67 $ - 3.66 Options vested and exercisable 125,932 $ 5.00 $ - 3.85 |
Schedule of Employee Restricted Stock Activity | A summary of employee restricted stock activity for years ended September 30, 2023 and 2022 are presented below: Schedule of Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2021 63,858 $ 93.00 Granted (1) 26,375 11.00 Outstanding as of September 30, 2022 90,233 69.00 Granted 211,375 2.15 Outstanding as of September 30, 2023 301,608 $ 21.45 |
Schedule of Non Employee Restricted Stock Activity | A summary of non-employee restricted stock activity under the Company’s for years ended September 30, 2023 and 2022 are presented below: Schedule of Non Employee Restricted Stock Activity Number of Shares Weighted Average Exercise Price Outstanding as of October 1, 2021 89,175 $ 99.00 Granted 6,300 67.00 Outstanding as of September 30, 2022 95,475 97.00 Granted 33,500 1.77 Outstanding as of September 30, 2023 128,975 $ 58.48 |
Schedule of Warrants Outstanding | A summary of the status of the Company’s outstanding warrants as of September 30, 2023 and 2022 and changes during the year then ended are presented below: Schedule of Warrants Outstanding Number of Warrants Weighted Average Exercise Price Remaining Contractual Term Outstanding as of September 30, 2020 51,147 $ 213.00 1 Warrants granted – equity 326,663 53.00 2 Warrants expired – equity (1,143 ) 250.00 0 Warrants granted – liability 302,991 45.00 3.04 Warrants expired – liability (50,000 ) 20.00 1.51 Outstanding as of September 30, 2021 629,658 47.00 1.23 Warrants exercised – equity (10,000 ) 4.00 - Warrants granted – equity 41,737 10.00 2.00 Warrants expired – equity (9,721 ) 10.00 - Warrants granted – liability 6,157 12.00 2.00 Outstanding as of September 30, 2022 657,831 49.00 1.43 Warrants expired – equity (518,088 ) 54.00 - Warrants granted – liability 37,950 1.54 4.30 Outstanding as of September 30, 2023 177,693 $ 17.25 1.22 |
Schedule of Stock-based Compensation Expenses | Stock-based compensation expense for the years ended September 30, 2023, and 2022 was comprised of the following (in thousands): Schedule of Stock-based Compensation Expenses 2023 2022 Years Ended September 30, 2023 2022 Restricted stock awards $ 263 $ 296 Stock options 240 454 Warrants - 263 Total stock-based compensation $ 503 $ 1,013 |
Incorporation and Operations _2
Incorporation and Operations and Going Concern (Details Narrative) - USD ($) $ in Thousands | Dec. 27, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2021 | Jun. 25, 2021 |
Common stock, shares authorized | 750,000,000 | 750,000,000 | |||
Reverse stock split description | the Company’s 557,999,222 then outstanding shares were converted into 5,579,992 post-split shares | ||||
Reverse split | 557,999,222 | ||||
Post split shares | 5,579,992 | ||||
Cash, cash equivalents, and restricted cash | $ 1,500 | ||||
Working capital | (700) | ||||
Accumulated deficit | $ 152,136 | $ 133,118 | |||
Minimum [Member] | |||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||
Maximum [Member] | |||||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Life of Assets (Details) | 12 Months Ended |
Sep. 30, 2023 | |
Buildings [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 20 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life, description | Shorter of term of lease or economic life of improvement |
Furniture and Fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Signage [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Software and Related [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and equipment estimated useful life | 5 years |
Schedule of Lease Costs (Detail
Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Accounting Policies [Abstract] | ||
Operating lease expense | $ 1,370 | $ 1,224 |
Total lease costs | $ 1,370 | $ 1,224 |
Schedule of Computation of Dilu
Schedule of Computation of Diluted Loss (Details) - shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 884,645 | 10,381 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 881,628 | 3,250 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 1,241 | 552 |
Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | ||
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive Securities | 1,777 | 6,578 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | |
Cash equivalents or short term investments | $ 0 | $ 0 | |
Allowance for doubtful accounts receivable | 4 | 79 | |
Investee losses | 0 | 0 | |
Impairments of investments | 0 | 795,000 | |
Impairment of goodwill | 1,500,000 | 5,900,000 | |
Impairment of intangible assets | $ 2,600,000 | 1,900,000 | |
Income tax rate | 21% | 25% | |
Operating lease expense | $ 1,370,000 | 1,224,000 | |
Remaining lease terms | 177 months | ||
Advertising expense | $ 103,000 | 266,000 | |
Accounting Standards Update 2016-02 [Member] | |||
Operating lease expense | $ 1,370 | $ 1,224 | |
Unconsolidated Affiliates [Member] | |||
Equity method investment, ownership percentage | 5% |
Schedule of Discontinued Operat
Schedule of Discontinued Operations of Assets and Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 158 | $ 313 |
Note receivable | 166 | |
Inventory | 894 | 2,675 |
Prepaid expenses and other current assets | 360 | 513 |
Total current assets | 1,578 | 3,501 |
Property and equipment, net | 2,321 | 9,089 |
Deposits and other assets | 13 | 13 |
Right of use asset | 6,039 | 6,874 |
Intangible assets, net | 284 | 8,014 |
Goodwill | 1,522 | |
Total assets | 10,235 | 29,013 |
Accounts payable and accrued expenses | 623 | 1,043 |
Convertible notes, net | 404 | |
Current maturities of long-term debt | 400 | 1,000 |
Short term notes and advances | 6 | 13 |
Lease liability | 430 | 580 |
Total current liabilities | 1,459 | 3,040 |
Lease liability - long term | 7,523 | 6,476 |
Long-term debt, mortgages | 675 | 1,225 |
Total liabilities | 9,657 | 10,741 |
Revenues | 14,158 | 16,563 |
Cost of goods sold | 12,126 | 14,440 |
Gross Profit | 2,032 | 2,123 |
Operating expenses: | ||
Consulting fees | 2 | |
Professional fees | 68 | 87 |
General and administrative | 5,521 | 7,700 |
Impairment expense | 6,832 | 8,132 |
Total operating expenses | 12,421 | 15,921 |
Loss from operations | (10,389) | (13,798) |
Other income (expenses) | ||
Foreign currency exchange gain (loss) | 61 | (4) |
Loss from disposal of subsidiary | (3,911) | (914) |
Total other income (expense) | $ (3,850) | $ (918) |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Loss from discontinued operations, net of tax | Loss from discontinued operations, net of tax |
Net loss | $ (14,239) | $ (14,716) |
Schedule of Prepaid Expenses an
Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 163 | $ 100 |
Deposits and other current assets | 115 | 316 |
Total prepaid expenses and other current assets | $ 278 | $ 416 |
Schedule of Non-Controlling Int
Schedule of Non-Controlling Interests in Consolidated Entities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 1,478 | $ 1,640 |
Net Loss Attributable to NCI | (391) | (162) |
NCI in Consolidated Entities | 1,087 | 1,478 |
NVD RE Corp [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | 516 | 553 |
Net Loss Attributable to NCI | (470) | (37) |
NCI in Consolidated Entities | $ 46 | $ 516 |
Non-Controlling Ownership, percentage | 36.20% | 36.20% |
Western Coast Ventures, Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 839 | $ 842 |
Net Loss Attributable to NCI | (3) | |
NCI in Consolidated Entities | $ 839 | $ 839 |
Non-Controlling Ownership, percentage | 49% | 49% |
YMY Ventures, Inc [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ 329 | $ 299 |
Net Loss Attributable to NCI | 79 | 30 |
NCI in Consolidated Entities | $ 408 | $ 329 |
Non-Controlling Ownership, percentage | 50% | 50% |
Michigan RE 1, Inc. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
NCI Equity Share | $ (206) | $ (54) |
Net Loss Attributable to NCI | (152) | |
NCI in Consolidated Entities | $ (206) | $ (206) |
Non-Controlling Ownership, percentage | 49% | 49% |
Asset Sales (Details Narrative)
Asset Sales (Details Narrative) - USD ($) | 12 Months Ended | |||
Mar. 15, 2023 | Jan. 03, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Note receivable payable | $ (19,018,000) | $ (17,368,000) | ||
Purchase price | $ 13,347,000 | $ 30,981,000 | ||
Limited Liability Company or Limited Partnership, Business Activities and Description | The first 35 installments will be $5,278 and the last payment will be $5,278. The Company realized a loss on sale of approximately $18,000. | |||
Oregon Real Estate Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Land purchase price | $ 275,000 | |||
Note receivable payable | 56,055 | |||
Note receivable payable | 200,000 | |||
Note receivable payable | $ 1,000,000 | |||
Asset Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Purchase price | $ 200,000 | |||
Licenses | 222,427 | |||
Amortization | 9,270 | |||
Closing and the balance of payable in thirty-six monthly installments | 10,000 | |||
Balance assets | $ 190,000 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 1,178 | $ 1,140 |
Accrued credit cards | 14 | 14 |
Accrued interest | 77 | 113 |
Other | 130 | |
Total Accounts Payable and Accrued Expenses | $ 1,399 | $ 1,267 |
Schedule of Short-term Notes an
Schedule of Short-term Notes and Advances (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Debt Disclosure [Abstract] | ||
Equipment financing | $ 15 | $ 20 |
Insurance financing | 64 | 126 |
Promissory note | 150 | 292 |
Total notes payable and advances | $ 229 | $ 438 |
Schedule of Maturities of Long
Schedule of Maturities of Long Term Debt (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 400 |
2024 | |
2025 | 675 |
2026 | |
2027 | |
Thereafter | |
Total long-term debt | 1,075 |
Less current portion of long-term debt: | (400) |
Long term debt | $ 675 |
Notes Payable and Advances (Det
Notes Payable and Advances (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
Aug. 31, 2023 | May 31, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Nov. 26, 2022 | Jul. 31, 2022 | Jul. 07, 2022 | May 23, 2022 | Apr. 06, 2022 | Apr. 05, 2022 | Feb. 24, 2022 | Feb. 14, 2022 | Nov. 23, 2020 | Jan. 31, 2023 | May 31, 2021 | Jan. 31, 2021 | Nov. 30, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | Sep. 30, 2019 | Jan. 31, 2019 | Apr. 30, 2018 | Jul. 31, 2016 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Nov. 30, 2022 | Feb. 09, 2022 | Jan. 30, 2020 | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Base rental fee | $ 31,500 | $ 4,285 | $ 9,696 | $ 7,033 | $ 11,667 | ||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 354,000 | ||||||||||||||||||||||||||||||
Loss on sale of other expenses | 249,000 | ||||||||||||||||||||||||||||||
Base rental fee percentage | 2.50% | 2% | |||||||||||||||||||||||||||||
Mulino Property [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 13,750 | ||||||||||||||||||||||||||||||
Mortgage loan interest rate | 15% | ||||||||||||||||||||||||||||||
Base rental fee | $ 29,167 | ||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | $ 556,000 | ||||||||||||||||||||||||||||||
Loss on sale of other expenses | 482,000 | ||||||||||||||||||||||||||||||
Base rental fee percentage | 2% | ||||||||||||||||||||||||||||||
Finance lease liability | $ 1,094,989 | ||||||||||||||||||||||||||||||
Proceeds from transaction amount | 1,800,000 | ||||||||||||||||||||||||||||||
Gain (loss) on sale of other investments | 1,400,000 | ||||||||||||||||||||||||||||||
March 2020 [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan interest rate | 12% | ||||||||||||||||||||||||||||||
Mortgage face amount | $ 775,000 | ||||||||||||||||||||||||||||||
Payment term | two-year | ||||||||||||||||||||||||||||||
Opco Retail One [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Base rental fee | 7,714 | ||||||||||||||||||||||||||||||
Base rental fee percentage | 2% | ||||||||||||||||||||||||||||||
NVD RE Corp [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 37.50% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 4,667 | 8,437 | |||||||||||||||||||||||||||||
Long term debt | $ 300,000 | ||||||||||||||||||||||||||||||
Repayment of debt | 6,750 | ||||||||||||||||||||||||||||||
Payments to acquire business | $ 1,275,000 | ||||||||||||||||||||||||||||||
Payments of net cash acquired | 600,000 | ||||||||||||||||||||||||||||||
Payments for tenant | $ 675,000 | ||||||||||||||||||||||||||||||
Commercial Paper [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Long term debt | 150,000 | ||||||||||||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 250,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 10% | ||||||||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.05 | ||||||||||||||||||||||||||||||
Common shares warrant purchase | 250,000 | ||||||||||||||||||||||||||||||
Extension fee | $ 5,000 | ||||||||||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt conversion, converted instrument amount | $ 124,000 | ||||||||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,352,941 | ||||||||||||||||||||||||||||||
Long-term debt, gross | $ 80,016 | ||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 27,880 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 13.29% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 642 | ||||||||||||||||||||||||||||||
Long term debt | 15,166 | ||||||||||||||||||||||||||||||
Notes Payable One [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 430,657 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 7.64% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 35,795 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 86,131 | ||||||||||||||||||||||||||||||
Notes Payable 2 [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 17,551 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 7.37% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,327 | ||||||||||||||||||||||||||||||
Long term debt | 0 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 18,033 | ||||||||||||||||||||||||||||||
Notes Payable Three [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 29,060 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 9.65% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 2,697.47 | ||||||||||||||||||||||||||||||
Long term debt | 0 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 5,812 | ||||||||||||||||||||||||||||||
Notes Payable Four [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 7,599 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 11.50% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 640.41 | ||||||||||||||||||||||||||||||
Long term debt | 0 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 2,121 | ||||||||||||||||||||||||||||||
Notes Payable Five [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 20,931 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 10.50% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,808.22 | ||||||||||||||||||||||||||||||
Long term debt | 0 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 5,347 | ||||||||||||||||||||||||||||||
Notes Payable Six [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 10,150 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 11% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 837 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 3,950 | ||||||||||||||||||||||||||||||
Notes Payable Seven [Member] | 12-Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 144,500 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 9.49% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 11,348 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 35,803 | ||||||||||||||||||||||||||||||
Notes Payable Eight [Member] | 10-month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 11,089 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 12.90% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 971 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 1,961 | ||||||||||||||||||||||||||||||
Notes Payable Nine [Member] | 10-month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 21,000 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 12.12% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 1,696 | ||||||||||||||||||||||||||||||
Long term debt | 8,481 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 8,392 | ||||||||||||||||||||||||||||||
Notes Payable Ten [Member] | 10-month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 5,892 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 14.50% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 462.73 | ||||||||||||||||||||||||||||||
Long term debt | 3,239 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 1,265 | ||||||||||||||||||||||||||||||
Notes Payable Eleven [Member] | 10-month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 67,044 | ||||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 11.25% | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | $ 5,050 | ||||||||||||||||||||||||||||||
Long term debt | 45,446 | ||||||||||||||||||||||||||||||
Debt instrument down payment | 19,225 | ||||||||||||||||||||||||||||||
Notes Payable Twelve [Member] | Six Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | 9,742 | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | 1,923 | ||||||||||||||||||||||||||||||
Long term debt | 5,771 | ||||||||||||||||||||||||||||||
Debt instrument down payment | 3,971 | ||||||||||||||||||||||||||||||
Notes Payable Thirteen [Member] | Four Month Premium Finance Agreement [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | 925 | ||||||||||||||||||||||||||||||
Debt instrument periodic payment | 240 | ||||||||||||||||||||||||||||||
Long term debt | 480 | ||||||||||||||||||||||||||||||
Debt instrument down payment | $ 445 | ||||||||||||||||||||||||||||||
Two Promissory Note [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.45 | ||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 500,000 | 125,000 | $ 250,000 | ||||||||||||||||||||||||||||
Debt instrument interest rate stated percentge | 12% | ||||||||||||||||||||||||||||||
Common stock warrant exercise price | $ 0.85 | ||||||||||||||||||||||||||||||
Number of shares issued | 5,434,782 | ||||||||||||||||||||||||||||||
Two Promissory Note [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Warrants and rights outstanding, term | 10 years | 5 years | 5 years | ||||||||||||||||||||||||||||
Debt discount | $ 44,984 | 49,452 | |||||||||||||||||||||||||||||
Two Promissory Note [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Long term debt | $ 200,548 | ||||||||||||||||||||||||||||||
Two Promissory Note [Member] | Accredited Investors [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Class of warrant or right, number of securities called by warrants or rights | 100,000 | ||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan interest rate | 15% | ||||||||||||||||||||||||||||||
Mortgage loan maturity date | Jan. 31, 2022 | ||||||||||||||||||||||||||||||
Long Term Debt Mortgages One [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan interest rate | 11.55% | ||||||||||||||||||||||||||||||
Mortgage loan maturity date | Apr. 01, 2022 | ||||||||||||||||||||||||||||||
Mortgage face amount | $ 400,000 | 400,000 | |||||||||||||||||||||||||||||
Mortgage paid | $ 38,000 | ||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Two [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan interest rate | 15% | ||||||||||||||||||||||||||||||
Repayment of debt | $ 700,000 | ||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Three [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Mortgage loan interest rate | 14% | ||||||||||||||||||||||||||||||
Mortgage loan maturity date | Jul. 31, 2023 | ||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Four [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Long term debt | 275,000 | ||||||||||||||||||||||||||||||
Proceeds from debt, net of issuance costs | 56,000 | ||||||||||||||||||||||||||||||
Long-Term Debt, Mortgages Four [Member] | Mulino Property [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Loss on sale of other expenses | 894,000 | ||||||||||||||||||||||||||||||
Long-term Debt Mortgages Five [Member] | |||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||
Long term debt | $ 400,000 | ||||||||||||||||||||||||||||||
Mortgage loan interest rate | 14% | 15% | |||||||||||||||||||||||||||||
Payment of debt | $ 300,000 | ||||||||||||||||||||||||||||||
Mortgage loan interest rate | $ 6,750 |
Schedule of Assumptions Used Va
Schedule of Assumptions Used Valuations of Warrants (Details) - Warrants Granted [Member] - Convertible Debt [Member] | Sep. 30, 2023 $ / shares |
Measurement Input, Exercise Price [Member] | |
Short-Term Debt [Line Items] | |
Exercise price | $ 2.93 |
Measurement Input, Expected Dividend Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | |
Measurement Input, Option Volatility [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 85 |
Minimum [Member] | |
Short-Term Debt [Line Items] | |
Share price | $ 1.78 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 1.4 |
Maximum [Member] | |
Short-Term Debt [Line Items] | |
Share price | $ 2.10 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Short-Term Debt [Line Items] | |
Warrant right outstanding measurement input | 1.9 |
Schedule of Warrant Liability a
Schedule of Warrant Liability and Embedded Derivative Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Change in fair value | $ (78) | $ (31) |
Warrant Liability [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Beginning balance value | 55 | |
Change in fair value | 79 | |
Ending balance value | 134 | 55 |
Derivative Liability [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Beginning balance value | 370 | |
Change in fair value | 78 | |
Ending balance value | $ 448 | $ 370 |
Convertible debt (Details Narra
Convertible debt (Details Narrative) | 1 Months Ended | 12 Months Ended | |||||||||||||||||
Mar. 14, 2019 USD ($) | Mar. 14, 2019 CAD ($) $ / shares shares | Dec. 27, 2018 CAD ($) shares | Apr. 30, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) $ / shares | Jan. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares $ / shares shares | Apr. 30, 2020 $ / shares | Jan. 31, 2019 USD ($) | Jan. 31, 2019 CAD ($) $ / shares shares | Dec. 31, 2018 USD ($) | Dec. 31, 2018 CAD ($) $ / shares shares | Sep. 30, 2023 USD ($) shares | Sep. 30, 2023 CAD ($) shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 CAD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Jun. 30, 2022 $ / shares | |
Short-Term Debt [Line Items] | |||||||||||||||||||
Convertible debentures converted | $ 250,000 | ||||||||||||||||||
Shares issued, value | $ 285,000 | ||||||||||||||||||
Fair value of warrants | 79,000 | (2,327,000) | |||||||||||||||||
Canaccord Genuity Inc., [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Proceeds from private offerings | $ 3,100,000 | $ 4,100,000 | |||||||||||||||||
Convertible debentures converted | $ 1,000 | ||||||||||||||||||
Debt instrument interest rate stated percentage | 105% | 105% | |||||||||||||||||
Share price | $ / shares | $ 3 | ||||||||||||||||||
Debt conversion, shares issued | shares | 333.33 | 333.33 | |||||||||||||||||
Fair value of warrants | $ 424,000 | ||||||||||||||||||
Canaccord Genuity Inc., [Member] | Indenture Trustee [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt instrument principal and interest percenatge | 25% | 25% | |||||||||||||||||
Canaccord Genuity Inc., [Member] | Warrant [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Common stock warrant exercise price | $ / shares | $ 1,000 | ||||||||||||||||||
Payments to broker | $ 1,900,000 | $ 2,500,000 | |||||||||||||||||
Cash commission percentage | 7% | 7% | |||||||||||||||||
Commission fee | $ 157,290 | ||||||||||||||||||
Finance fee | $ 50,000 | ||||||||||||||||||
Shares issued, value | $ 50,000 | ||||||||||||||||||
Share price | $ / shares | $ 3 | ||||||||||||||||||
Commission and finance fee plus additional expenses | 20,000 | ||||||||||||||||||
Commission fee | $ 181,365 | ||||||||||||||||||
Offering fee and expense | $ 320,000 | ||||||||||||||||||
CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Number of warrant shares issued | shares | 962 | 3,121 | 3,121 | ||||||||||||||||
Common stock warrant exercise price | $ / shares | $ 1,000 | $ 1,000 | $ 1,000 | ||||||||||||||||
Common stock shares convenvertible securities | shares | 10,000 | ||||||||||||||||||
Proceeds from private offerings | $ 10,000,000 | ||||||||||||||||||
Convertible debentures converted | $ 700,000 | $ 1,000,000 | $ 2,300,000 | $ 3,100,000 | $ 2,300,000 | $ 3,100,000 | |||||||||||||
Broker CD Special Warrant [Member] | Canaccord Genuity Inc., [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Number of warrant shares issued | shares | 5,600 | 52,430 | 52,430 | ||||||||||||||||
Unsecured Convertible Promissory Note One [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt conversion, original debt, amount | $ 545,000 | $ 50,000 | $ 250,000 | ||||||||||||||||
Number of warrant shares issued | shares | 500,000 | ||||||||||||||||||
Interest rate | 7.50% | 7.50% | 0.01% | 12% | 12% | ||||||||||||||
Common stock warrant exercise price | $ / shares | $ 0.02 | $ 0.02 | $ 0.005 | ||||||||||||||||
Convertible debt | $ 150,000 | ||||||||||||||||||
Share price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Conversion per share | 100% | 100% | |||||||||||||||||
Debt instrument, term | 5 years | 5 years | |||||||||||||||||
Warrant per share | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||
Unsecured Convertible Promissory Note [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Debt conversion, original debt, amount | $ 50,000 | $ 100,000 | |||||||||||||||||
Interest rate | 7.50% | 7.50% | |||||||||||||||||
Common stock warrant exercise price | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||
Share price | $ / shares | $ 0.01 | $ 0.01 | |||||||||||||||||
Conversion per share | 100% | 100% | |||||||||||||||||
Debt instrument, term | 5 years | 5 years | |||||||||||||||||
Warrant per share | $ / shares | $ 0.02 | $ 0.02 | |||||||||||||||||
Senior Unsecured Convertible Debenture [Member] | Canaccord Genuity Inc., [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Common stock warrant exercise price | $ / shares | $ 3.90 | ||||||||||||||||||
Convertible debt | $ 1,000 | ||||||||||||||||||
Debt instrument interest rate stated percentage | 8% | 8% | |||||||||||||||||
Warrant or right, outstanding | shares | 167 | 167 | |||||||||||||||||
Debt instrument description | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant. | upon the exercise thereof and at no additional cost, 1.05 Convertible Debenture Units per CD Special Warrant (instead of 1.0 Convertible Debenture Unit per CD Special Warrant). Until the Receipt and Registration have been obtained, securities issued in connection with the Offering (including any underlying securities issued upon conversion or exercise thereof) will be subject to a six (6)-month hold period from the date of issue. Since the CD Special Warrants were exchanged for Convertible Debenture Units after six (6) months as U.S. and Canadian registrations were not effective at that time, the holders received 1.05 Convertible Debenture Units per CD Special Warrant. | |||||||||||||||||
Convertible Debenture [Member] | Warrant Holders [Member] | |||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||
Common stock warrant exercise price | (per share) | $ 1,000 | $ 1,000 | $ 1.50 | $ 0.20 | |||||||||||||||
Share price | $ / shares | 1.87 | ||||||||||||||||||
Warrant or right, outstanding | shares | 167 | 167 | |||||||||||||||||
Share price | $ / shares | 1.15 | $ 0.10 | |||||||||||||||||
Debt instrument conversion price | $ / shares | $ 0.80 | $ 1.90 | |||||||||||||||||
Debt instrument prepayment percentage | 5% | ||||||||||||||||||
Convertible debt | $ 1,200,000 | $ 1,200,000 | 1,100,000 | $ 600,000 | |||||||||||||||
Extinguishment of debt | $ 803,000 | ||||||||||||||||||
Convertible debt | $ 1,500,000 | $ 2,000,000 |
Schedule of Liabilities Measure
Schedule of Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Sep. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 134 | $ 55 |
Embedded derivative liability | 448 | |
Total fair value | 582 | |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | ||
Embedded derivative liability | ||
Total fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 134 | |
Embedded derivative liability | 448 | |
Total fair value | $ 582 |
Schedule of Level 3 Liabilities
Schedule of Level 3 Liabilities Measured at Fair Value (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value, ending balance | $ 425 | $ 2,277 |
Warrants granted for stock-based compensation | 105 | |
Modification of debentures | 339 | |
Change in fair value | 157 | (2,296) |
Warrants granted for Promissory note | ||
Options issued | ||
Issuance of convertible notes | ||
Cancellation of warrants pursuant to settlement agreement | ||
Fair value, ending balance | 582 | 425 |
Warrant Liability [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value, ending balance | 55 | 2,277 |
Warrants granted for stock-based compensation | 105 | |
Modification of debentures | ||
Change in fair value | 79 | (2,327) |
Warrants granted for Promissory note | ||
Options issued | ||
Issuance of convertible notes | ||
Cancellation of warrants pursuant to settlement agreement | ||
Fair value, ending balance | 134 | 55 |
Embedded Derivative Liability [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Fair value, ending balance | 370 | |
Warrants granted for stock-based compensation | ||
Modification of debentures | 339 | |
Change in fair value | 78 | 31 |
Warrants granted for Promissory note | ||
Options issued | ||
Issuance of convertible notes | ||
Cancellation of warrants pursuant to settlement agreement | ||
Fair value, ending balance | $ 448 | $ 370 |
Summary of Weighted Average Sig
Summary of Weighted Average Significant Unobservable Inputs (Details) | Sep. 30, 2023 $ / shares | Sep. 30, 2022 $ / shares |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 1.5 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 4 | |
Measurement Input, Credit Spread [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 1 | |
Measurement Input, Credit Spread [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 1 | |
Warrant Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 44 | $ 49 |
Contractual term (years) | 2 years 3 months 14 days | 1 year 5 months 4 days |
Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 163 | 100 |
Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 4.6 | 4.1 |
Warrant Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants outstanding, measurement input | 0 | 0 |
Embedded Derivative Liability [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Strike price | $ 1 | $ 10 |
Contractual term (years) | 1 year 9 months 18 days | 2 years 9 months 18 days |
Embedded Derivative Liability [Member] | Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 192 | 141 |
Embedded Derivative Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 4.88 | 4 |
Embedded Derivative Liability [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 0 |
Embedded Derivative Liability [Member] | Measurement Input, Credit Spread [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 14 | 14 |
Embedded Derivative Liability [Member] | Measurement Input, Credit Spread [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 16 | 16 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) | Sep. 30, 2023 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Change in measurement input | 1.5 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Change in measurement input | 4 |
Measurement Input, Credit Spread [Member] | Minimum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Change in measurement input | 1 |
Measurement Input, Credit Spread [Member] | Maximum [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Change in measurement input | 1 |
Schedule of Income Tax Expenses
Schedule of Income Tax Expenses (Benefit) (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Total current | ||
Total deferred | ||
Income tax expense (benefit) |
Schedule of Reconciliation of S
Schedule of Reconciliation of Statutory Federal Income Tax Provision to Actual Income Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory rate | $ (4,852) | $ (4,382) |
Permanent timing differences | 3,193 | 3,272 |
Other | (58) | (58) |
Change in valuation allowance | 1,717 | 1,168 |
Income tax expense (benefit) |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Sep. 30, 2023 | Sep. 30, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 11,769 | $ 10,110 |
Equity based compensation | 3,171 | 3,045 |
Impairment of loan receivable | ||
Impairment of investments and other property | 1,708 | 2,011 |
Total deferred tax assets | 16,648 | 15,166 |
Deferred tax liabilities | ||
Depreciation | 49 | 39 |
Deferred revenue | ||
Total deferred tax liabilities | 49 | 39 |
Net deferred tax assets | 16,599 | 15,127 |
Less valuation allowance | (16,599) | (15,127) |
Net deferred tax assets (liabilities) |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Income tax description | the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25% statutory rate. | the expected tax benefit, temporary timing differences and long-term timing differences are calculated at the 25% statutory rate. | |
Statutory rate | 21% | 25% | |
Operating loss carryforwards, net | $ 37 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Dec. 27, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2021 | Jun. 25, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 | 750,000,000 | ||||||
Reverse split | 557,999,222 | ||||||||
Post split shares | 5,579,992 | ||||||||
Shares issued for compensation, shares | 32,236 | ||||||||
Shares issued for compensation, value | $ 285,000 | ||||||||
Stock issued during the period, value | 285,000 | ||||||||
Principal balance of debt | $ 250,000 | ||||||||
Shares issued for compensation, shares | 1,238,000 | 650,000 | |||||||
Accrued Interest Related to Convertible Notes [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Principal balance of debt | $ 1,250 | $ 121,000 | |||||||
Conversion of convertible securities, shares | 54,348 | 17,512 | |||||||
Convertible Debt [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Principal balance of debt | $ 124,000 | ||||||||
Conversion of convertible securities, shares | 73,529 | ||||||||
Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for compensation, shares | 98,249 | 68,953 | 11,375 | 31,375 | |||||
Shares issued for compensation, value | $ 23,000 | $ 313,000 | |||||||
Stock issued during the period | 32,236 | ||||||||
Stock issued during the period, value | |||||||||
Shares cancelled during period | 115,067 | ||||||||
Principal balance of debt | |||||||||
Conversion of convertible securities, shares | 127,877 | ||||||||
Shares issued for compensation, shares | $ 75,000 | $ 144,573 | |||||||
Consulting Agreements [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Stock issued during the period | 3,500 | 1,300 | |||||||
Stock issued during the period, value | $ 9,000 | $ 30,000 | |||||||
Share price | $ 0.23 | ||||||||
Employment and Board Agreements [Member] | Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for compensation, shares | 200,000 | ||||||||
Share price | $ 1 | ||||||||
Advisory and Finders Agreements [Member] | Common Stock [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Shares issued for compensation, shares | 30,000 | ||||||||
Share price | $ 1 | ||||||||
Subsequent Event [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Reverse split | 557,999,222 | ||||||||
Post split shares | 5,579,992 | ||||||||
Minimum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | |||||||
Maximum [Member] | |||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Schedule of Fair Value of Optio
Schedule of Fair Value of Options Granted (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Compensation Related Costs [Abstract] | ||
Exercise price | $ 17 | $ 7 |
Expected term | 3 years 7 months 28 days | 2 years 6 months 7 days |
Expected stock price volatility | 163% | 124% |
Risk-free rate of interest | 4.72% | 2.42% |
Expected dividend rate | 0% | 0% |
Schedule of Stock Option Activi
Schedule of Stock Option Activity (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Compensation Related Costs [Abstract] | |||
Number of Shares, Outstanding | 59,557 | 66,979 | |
Weighted Average Exercise Price, Outstanding | $ 107 | $ 107 | |
Total Intrinsic Value, Outstanding | |||
Weighted Average Remaining Contractual Life (in years), Outstanding | 3 years 7 months 28 days | 2 years 10 months 24 days | 2 years 1 month 2 days |
Number of Shares, Granted | 74,250 | 15,000 | |
Weighted Average Exercise Price, Granted | $ 3 | $ 7 | |
Total Intrinsic Value, Granted | |||
Weighted Average Remaining Contractual Life (in years), Granted | 3 years 2 months 26 days | 3 years | |
Number of Shares, Expired/ cancelled | (6,000) | (22,422) | |
Weighted Average Exercise Price, Expired/ cancelled | $ (67) | ||
Total Intrinsic Value, Expired / cancelled | |||
Number of Shares, Outstanding | 127,807 | 59,557 | 66,979 |
Weighted Average Exercise Price, Outstanding | $ 17.67 | $ 107 | $ 107 |
Total Intrinsic Value, Outstanding | |||
Number of Shares, Vested and Exercisable | 125,932 | ||
Weighted Average Exercise Price, Vested and Exercisable | $ 5 | ||
Total Intrinsic Value, Vested and Exercisable | |||
Weighted Average Remaining Contractual Life (in years), Vested and Exercisable | 3 years 10 months 6 days |
Schedule of Employee Restricted
Schedule of Employee Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 90,233 | 63,858 |
Weighted Average Exercise Price, Outstanding | $ 69 | $ 93 |
Number of Shares, Granted | 211,375 | 26,375 |
Weighted Average Exercise Price, Granted | $ 2.15 | $ 11 |
Number of Shares, Outstanding | 301,608 | 90,233 |
Weighted Average Exercise Price, Outstanding | $ 21.45 | $ 69 |
Schedule of Non Employee Restri
Schedule of Non Employee Restricted Stock Activity (Details) - Non Employee Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Number of Shares, Outstanding | 95,475 | 89,175 |
Weighted Average Exercise Price, Outstanding | $ 97 | $ 99 |
Number of Shares, Granted | 33,500 | 6,300 |
Weighted Average Exercise Price, Granted | $ 1.77 | $ 67 |
Number of Shares, Outstanding | 128,975 | 95,475 |
Weighted Average Exercise Price, Outstanding | $ 58.48 | $ 97 |
Schedule of Warrants Outstandin
Schedule of Warrants Outstanding (Details) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Number of Shares, Outstanding | 657,831 | 629,658 | 51,147 |
Weighted Average Exercise Price, Outstanding | $ 49 | $ 47 | $ 213 |
Remaining Contractual Term, Outstanding | 1 year | ||
Number of Warrants, Warrants granted - liability | 37,950 | 41,737 | 326,663 |
Weighted average exercise price, granted (Equity) | $ 10 | $ 53 | |
Remaining Contractual Term, Warrants granted - equity | 2 years | 2 years | |
Number of Warrants, Warrants expired - equity | (9,721) | (1,143) | |
Weighted Average Exercise Price, Warrants expired - equity | $ 54 | $ 10 | $ 250 |
Remaining contractual term, granted (Equity) | 0 years | ||
Number of Warrants, Warrants granted - liability | 6,157 | 302,991 | |
Weighted Average Exercise Price, Warrants granted - liability | $ 1.54 | $ 12 | $ 45 |
Remaining Contractual Term, Warrants granted - liability | 4 years 3 months 18 days | 2 years | 3 years 14 days |
Number of Warrants, Warrants expired - liability | (50,000) | ||
Weighted Average Exercise Price, Warrants expired - liability | $ 20 | ||
Remaining Contractual Term, Warrants expired - liability | 1 year 6 months 3 days | ||
Remaining Contractual Term, Outstanding | 1 year 5 months 4 days | 1 year 2 months 23 days | |
Number of Warrants, Warrants expired - equity | (518,088) | (10,000) | |
Weighted Average Exercise Price, Warrants exercised - equity | $ 4 | ||
Number of Shares, Outstanding | 177,693 | 657,831 | 629,658 |
Weighted Average Exercise Price, Outstanding | $ 17.25 | $ 49 | $ 47 |
Remaining Contractual Term, Outstanding | 1 year 2 months 19 days |
Schedule of Stock-based Compens
Schedule of Stock-based Compensation Expenses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 503 | $ 1,013 |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 263 | 296 |
Share-Based Payment Arrangement, Option [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | 240 | 454 |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Total stock-based compensation | $ 263 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Dividend rate | 0% | 0% |
Stock Options [Member] | ||
Share-based payment arrangement, period for recognition | 2 years 7 months 6 days | |
Stock Options [Member] | Measurement Input, Expected Dividend Rate [Member] | ||
Dividend rate | 0% |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 1 Months Ended | 12 Months Ended | ||||||
May 06, 2021 USD ($) | Feb. 22, 2018 USD ($) ft² | May 31, 2021 USD ($) | Sep. 30, 2019 USD ($) | Jan. 31, 2019 USD ($) | Jul. 31, 2016 USD ($) | Sep. 30, 2023 USD ($) | Nov. 23, 2020 ft² | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Lease term | 15 years | 4 years | 5 years | 10 years | ||||
Payments for rent | $ 31,500 | $ 4,285 | $ 9,696 | $ 7,033 | $ 11,667 | |||
Sale leaseback transaction | $ 315 | |||||||
Percentage of base rental fees escalation | 2% | |||||||
Security deposit | $ 14,000 | |||||||
Lease operating, description | On February 22, 2018, both parties executed a lease addendum that adds contiguous property for 12,322 square feet. The term commences November 1, 2017, and continues through November 31, 2026, at a starting rate of $3,525 a month that escalates after the first year. The Company subleases this property to a related party (see disclosures below under “Springfield Suites”). As of September 30, 2023, Company eliminates this rental income in consolidation. | |||||||
Square feet | ft² | 12,322 | 2,000 | ||||||
Loss contingency accrual at carrying value | $ 3,525 | |||||||
Base rental fee percentage | 2.50% | 2% | ||||||
Brian Hayek Et Al [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Loss contingency damages sought value | $ 349,876.69 | |||||||
Land Lord [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Security deposit | $ 60,000 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | |||||||
May 22, 2024 | Feb. 09, 2024 | Dec. 27, 2023 | Dec. 20, 2023 | Dec. 01, 2023 | Nov. 28, 2023 | May 22, 2024 | Nov. 28, 2023 | |
Subsequent Event [Line Items] | ||||||||
Reverse stock split | the Company’s 557,999,222 then outstanding shares were converted into 5,579,992 post-split shares | |||||||
Subsequent Event [Member] | Supplemental Indenture [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
conversion price per share | $ 1 | |||||||
Reverse stock split | 1 for 100 reverse stock split | |||||||
Outstanding principal amount | $ 2,600 | |||||||
Accrued interest | $ 2,600 | |||||||
Debt conversion price, share | 2,642,426 | |||||||
Subsequent Event [Member] | 451 Wallis [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of assets | $ 250 | |||||||
Received amount | $ 250 | |||||||
Subsequent Event [Member] | JV Retail 3 [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Prepaid rent and expenses | $ 100,000 | $ 100,000 | ||||||
Subsequent Event [Member] | Opco P1 [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of assets | $ 500 | |||||||
Subsequent Event [Member] | Artifact Chambers [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of assets | $ 200 | |||||||
Subsequent Event [Member] | JV Retail 4 [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of assets | $ 425 | |||||||
Subsequent Event [Member] | KindCare, LLC [Member] | Asset Purchase Agreement [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Purchase price of assets | $ 635 |