Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | NovAccess Global Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --09-30 | |
Entity Common Stock, Shares Outstanding | 21,185,028 | |
Amendment Flag | false | |
Entity Central Index Key | 0001039466 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-29621 | |
Entity Incorporation, State or Country Code | CO | |
Entity Tax Identification Number | 84-1384159 | |
Entity Address, Address Line One | 8584 E. Washington Street #127 | |
Entity Address, City or Town | Chagrin Falls | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 44023 | |
City Area Code | 213 | |
Local Phone Number | 642-9268 | |
Title of 12(b) Security | None | |
Entity Interactive Data Current | Yes | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
CURRENT ASSETS | ||
Cash | $ 21,991 | $ 64,251 |
Prepaid expenses | 81,468 | 60,650 |
TOTAL ASSETS | 103,459 | 124,901 |
CURRENT LIABILITIES | ||
Accounts payable | 446,828 | 375,682 |
Accrued expenses and other current liabilities | 1,654,274 | 1,486,561 |
Derivative and warrants liabilities | 1,769,259 | 1,440,012 |
Due to related parties | 181,217 | 186,217 |
Short term loan, related party | 21,000 | 12,500 |
Convertible promissory notes, net of debt discount and debt issuance costs of $157,807 and $340,503 respectively | 1,745,073 | 1,266,627 |
Convertible promissory note related party, net of debt discount and debt issuance cost of $0 and $2,132, respectively | 12,500 | 10,368 |
Total Current Liabilities | 5,830,151 | 4,777,967 |
TOTAL LIABILITIES | 5,830,151 | 4,777,967 |
Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows: | ||
Preferred Stock Series B, $0.01 par value, 25,000 authorized 25,000 and 25,000 shares issued and outstanding, respectively | 6 | 6 |
Common stock, no par value; 2,000,000,000 authorized common shares 21,185,028 and 18,669,507 shares issued and outstanding, respectively | 43,623,184 | 43,225,982 |
Additional paid in capital | 6,047,212 | 5,340,398 |
Paid in capital, common stock option and warrants | 4,747,108 | 4,747,108 |
Paid in capital, preferred stock | 4,210,960 | 4,210,960 |
Accumulated deficit | (64,355,162) | (62,177,520) |
TOTAL SHAREHOLDERS' DEFICIT | (5,726,692) | (4,653,066) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 103,459 | $ 124,901 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Convertible promissory notes, debt discount and debt issuance costs (in Dollars) | $ 157,807 | $ 340,503 |
Convertible promissory note related party, debt discount and debt issuance cost (in Dollars) | $ 0 | $ 2,132 |
Preferred stock, shares issued | 25,000 | 25,000 |
Preferred stock, par (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | |
Common stock, shares authorized | 2,000,000,000 | 2,000,000,000 |
Common stock, shares issued | 21,185,028 | 18,669,507 |
Common stock, shares outstanding | 21,185,028 | 18,669,507 |
Common stock, no par value (in Dollars per share) | $ 0 | $ 0 |
Series B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 25,000 | 25,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||||
SALES | $ 0 | $ 0 | $ 0 | $ 0 |
COST OF GOODS SOLD | 0 | 0 | 0 | 0 |
GROSS PROFIT | 0 | 0 | 0 | 0 |
OPERATING EXPENSES | ||||
Research and development expenses | 41,036 | 45,516 | 76,000 | 87,915 |
Selling, general and administrative expenses | 1,013,952 | 381,428 | 1,496,106 | 661,358 |
TOTAL OPERATING EXPENSES | 1,054,988 | 426,944 | 1,572,106 | 749,273 |
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES) | (1,054,988) | (426,944) | (1,572,106) | (749,273) |
OTHER INCOME/(EXPENSES) | ||||
Gain (Loss) on change in derivative liability | 1,825,730 | (492,425) | (255,854) | (33,399) |
Extinguishment of derivatives | 138,863 | 0 | 138,863 | 96,205 |
Extinguishment of debt | 0 | (54,813) | 0 | (54,813) |
Change in commitment fee guarantee | (193,625) | 0 | 74,125 | 0 |
Interest expense | (262,216) | (255,603) | (562,670) | (631,813) |
TOTAL OTHER INCOME/(EXPENSES) | 1,508,752 | (802,841) | (605,536) | (623,820) |
NET INCOME (LOSS) | 453,764 | (1,229,785) | (2,177,642) | (1,373,093) |
Deemed dividend on warrant re-pricing | (44,241) | 0 | (44,241) | 0 |
Net income loss attributable to common shareholders | $ 409,523 | $ (1,229,785) | $ (2,221,883) | $ (1,373,093) |
BASIC INCOME (LOSS) PER SHARE (in Dollars per share) | $ 0.02 | $ (0.08) | $ (0.11) | $ (0.09) |
DILUTED INCOME (LOSS) PER SHARE (in Dollars per share) | $ 0.01 | $ (0.08) | $ (0.11) | $ (0.09) |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | ||||
BASIC (in Shares) | 20,698,747 | 15,379,289 | 19,832,524 | 14,914,920 |
DILUTED (in Shares) | 39,680,653 | 15,379,289 | 19,832,524 | 14,914,920 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Series A Preferred Stock [Member] Preferred Stock [Member] | Series B Preferred Stock [Member] Common Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid in Capital Stock Options / Warrants [Member] | Additional Paid in Capital Preferred Stock [Member] | Retained Earnings [Member] | Common Stock Issuable [Member] | Total |
Balance at Sep. 30, 2021 | $ 250 | $ 41,882,535 | $ 5,351,398 | $ 4,210,960 | $ 5,088,324 | $ (60,461,561) | $ (3,928,094) | |
Balance (in Shares) at Sep. 30, 2021 | 25,000 | 14,404,030 | ||||||
Preferred stock redemption | $ (244) | $ 525,935 | (341,216) | 184,475 | ||||
Preferred stock redemption (in Shares) | (24,400) | 1,502,670 | ||||||
Common Stock issued for services | $ 119,480 | $ 119,480 | ||||||
Common Stock issued for services (in Shares) | 265,973 | 265,973 | ||||||
Common Stock issued, subscriptions | $ 170,200 | 5,000 | $ 5,000 | $ 170,200 | ||||
Common Stock issued, subscriptions (in Shares) | 791,000 | |||||||
Net loss | (1,373,093) | (1,373,093) | ||||||
Stock compensation cost | $ 8,000 | 8,000 | ||||||
Stock compensation cost (in Shares) | 10,000 | |||||||
Common stock issued as repayment of loans | $ 104,813 | 104,813 | ||||||
Common stock issued as repayment of loans (in Shares) | 250,000 | |||||||
Common stock issued as commitment fee on promissory note payable | $ 111,000 | $ 111,000 | ||||||
Common stock issued as commitment fee on promissory note payable (in Shares) | 300,000 | 300,000 | ||||||
Balance at Mar. 31, 2022 | $ 6 | $ 42,921,963 | 5,356,398 | 4,210,960 | 4,747,108 | (61,834,654) | $ (4,598,219) | |
Balance (in Shares) at Mar. 31, 2022 | 600 | 17,523,673 | ||||||
Balance at Sep. 30, 2022 | $ 6 | $ 43,225,982 | 5,340,398 | 4,210,960 | 4,747,108 | (62,177,520) | (4,653,066) | |
Balance (in Shares) at Sep. 30, 2022 | 600 | 18,669,507 | ||||||
Common Stock issued for services | $ 259,702 | $ 259,702 | ||||||
Common Stock issued for services (in Shares) | 1,490,521 | 1,490,521 | ||||||
Common Stock issued, subscriptions | $ 55,000 | (5,000) | $ 50,000 | |||||
Common Stock issued, subscriptions (in Shares) | 525,000 | |||||||
Net loss | (2,177,642) | (2,177,642) | ||||||
Stock compensation cost | 563,314 | 563,314 | ||||||
Deemed dividend warrant protection reserve | 148,500 | 148,500 | ||||||
Common stock issued as commitment fee on promissory note payable | $ 82,500 | 82,500 | ||||||
Common stock issued as commitment fee on promissory note payable (in Shares) | 500,000 | |||||||
Balance at Mar. 31, 2023 | $ 6 | $ 43,623,184 | $ 6,047,212 | $ 4,210,960 | $ 4,747,108 | $ (64,355,162) | $ (5,726,692) | |
Balance (in Shares) at Mar. 31, 2023 | 600 | 21,185,028 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net Loss | $ 453,764 | $ (1,229,785) | $ (2,177,642) | $ (1,373,093) | |
Adjustment to reconcile net loss to net cash provided by (used in) operating activities | |||||
Amortization of debt discount and debt issuance costs recorded as interest expense | 432,083 | 479,689 | |||
Loss on change in derivative liability | (1,825,730) | 492,425 | 255,854 | 33,399 | |
Extinguishment of derivatives | (138,863) | 0 | (138,863) | (96,205) | |
Extinguishment of debt | 0 | 54,813 | 0 | 54,813 | $ 54,813 |
Stock compensation expense | 711,814 | 53,619 | |||
Stock issued and issuable for services | 259,702 | 73,861 | |||
Stock issued as commitment fee on promissory note payable | 82,500 | 79,043 | |||
Non-cash interest expense on bridge loan | 0 | 546 | |||
Changes in Assets and Liabilities: | |||||
Prepaid expenses | (20,818) | 5,568 | |||
Accounts payable | 71,147 | 39,700 | |||
Accrued expenses and interest on notes payable | 167,713 | 210,216 | |||
NET CASH USED IN OPERATING ACTIVITIES | (356,510) | (438,844) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Stock subscriptions received | 50,000 | 175,200 | |||
Due to related party | 0 | 3,151 | |||
Proceeds from convertible notes payable | 340,000 | 213,000 | |||
Payments related party for redemption of preferred stock | (5,000) | (50,000) | |||
Proceeds from related parties notes payable | 8,500 | 75,000 | |||
Payment on the related parties loans payable | 0 | (2,316) | |||
Principal payments on convertible debt | (79,250) | (94,250) | |||
NET CASH PROVIDED BY FINANCING ACTIVITIES | 314,250 | 319,785 | |||
NET INCREASE (DECREASE) IN CASH | (42,260) | (119,059) | |||
CASH, BEGINNING OF PERIOD | 64,251 | 180,668 | 180,668 | ||
CASH, END OF PERIOD | $ 21,991 | $ 61,609 | 21,991 | 61,609 | $ 64,251 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||
Interest paid | 17,711 | 71,245 | |||
Taxes paid | 800 | 0 | |||
SUPPLEMENTAL DISCLOSURES OF NON CASH TRANSACTIONS | |||||
Accrued interest capitalized into convertible note | 0 | 546 | |||
Cash payable to TN3 for preferred stock | $ 0 | $ 200,000 |
ORGANIZATION AND LINE OF BUSINE
ORGANIZATION AND LINE OF BUSINESS | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. ORGANIZATION AND LINE OF BUSINESS Organization NovAccess Global Inc. (“NovAccess” or the “Company”) is a Colorado corporation formerly known as Sun River Mining Inc. and XsunX, Inc.. The Company was originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003, the Company completed a plan of reorganization and name change to XsunX, Inc. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock; and change the name of the Company to “NovAccess Global Inc.” After completing the acquisition of StemVax, in September, 2020, we exited the solar business and focused all our efforts on our biopharmaceutical business. Line of Business NovAccess Global Inc. is a biopharmaceutical company that is developing novel immunotherapies to treat brain tumor patients in the United States with plans to expand globally. We specialize in cutting-edge research related to utilizing a patient’s own immune system to attack the cancer. We are filing an Investigational New Drug Application (IND) and working closely with the Food and Drug Administration (FDA) to obtain approval for human clinical trials to determine safety and efficacy of our drug product for brain cancer patients. Once we have successfully completed the clinical trials and proven that the new therapy is safe and efficacious, we plan to commercialize the product. We also have expertise in successfully executing clinical trials, bringing products to market and increasing the market size of products through our advisory board. Our scientists are well versed in immunology, stem cell biology, neuroscience, molecular biology, imaging, small molecules development, gene therapy and other technical assays needed for protein and genetic analysis of cancer cells. NovAccess operates as a research and development (R&D) company out of Ohio and California, and our executive management and scientific advisory board provide over 15 years of extensive experience in all aspects of biopharmaceutical R&D and commercialization of drug candidates. Going Concern The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders since its inception through the period ended March 31, 2023. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its business. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of NovAccess Global Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax, LLC. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less. Stock-Based Compensation Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Binomial lattice valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations. Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards plus the assumed conversion of convertible debt (see notes 4 and 5). For the three months ended For the Six months ended March 31, March 31, 2023 2022 2023 2022 Income (Loss) to common shareholders (Numerator) $ 409,523 (1,229,785 ) $ (2,221,883 ) (1,373,093 ) Basic weighted average number of common shares outstanding (Denominator) 20,698,747 15,379,289 19,832,524 14,914,920 Diluted weighted average number of common shares outstanding 39,680,653 15,379,289 19,832,524, 14,914,920 Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities. We adopted Accounting Standards Codification (“ASC”) Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring 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). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. The Company had no assets that are required to be valued on a recurring basis as of March 31, 2023 Total (Level 1) (Level 2) (Level 3) Assets: $ - $ - $ - $ - Liabilities: Derivative Liability at fair value as of September 30, 2022 $ 1,207,403 $ - $ - $ 1,207,403 Derivative Liability warrants at fair value as of September 30, 2022 $ 232,609 $ - $ - $ 232,609 Total Derivative Liability as of September 30, 2022 $ 1,440,012 - - $ 1,440,012 Derivative Liability at fair value as of March 31, 2023 $ 1,211,565 - - $ 1,211,565 Derivative Liability warrants at fair value as of March 31, 2023 $ 557,694 - - $ 557,694 Total Derivative Liability as of March 31, 2023 $ 1,769,259 - - $ 1,769,259 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Derivative Liability Promissory Notes Derivative Liability Warrants Total Derivative Liability Balance as of September 30, 2021 $ 2,553,979 $ 372,643 $ 2,926,622 Fiscal year 2022 initial derivative liabilities 593,297 282,051 875,348 Net (Gain)/Loss on change in fair value of derivative liability (1,662,156 ) (422,086 ) (2,084,242 ) Extinguishment of derivative (277,716 ) - (277,716 ) Ending balance as of September 30, 2022 $ 1,207,403 $ 232,609 $ 1,440,012 Six Months ended March 31, 2023, initial derivative liabilities 212,256 - 212,256 Net (Gain)/Loss on change in fair value of derivative liability (69,231 ) 325,085 255,854 Extinguishment of derivative (138,863 ) - (138,863 ) Ending balance as of March 31, 2023 $ 1,211,565 $ 557,694 $ 1,769,259 Recent Accounting Pronouncements In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance on troubled debt restructurings for creditors in ASC Topic 310 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | 3. CAPITAL STOCK As of March 31, 2023 the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with no par value. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock. The Company is also authorized to issue 50,000,000 shares of preferred stock with a par value of $0.01 per share. The rights, preferences and privileges of the holders of the preferred stock are determined by the Board of Directors prior to issuance of such shares. Preferred Stock As of March 31, 2023, the Company had 600 shares of issued and outstanding Series B Preferred. On September 4, 2020, the Company issued 25,000 shares of unregistered Series B Convertible Preferred stock, $0.01 par value per share, to TN3, LLC, a Wyoming limited liability company owned by Daniel G. Martin (“TN3”), in exchange for the redemption of all 5,000 shares of Series A preferred stock that TN3 previously held. At the time, Mr. Martin was our Chief Executive Officer and sole Board Member. On March 14, 2022, NovAccess redeemed 24,400 shares of the Company’s Series B Convertible Preferred Stock held by TN3. Irvin Consulting LLC, a company owned by Dwain Irvin, the CEO of NovAccess, purchased the remaining 600 shares (please refer to Note 11 for more details). Each share of outstanding Series B Preferred Stock entitles the holder to cast 40,000 votes. Each share of Series B Preferred Stock is convertible at the option of the holder into 10,000 common shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the Corporation, the holders of shares of Series B Preferred Stock shall be paid out based on an as converted basis. Dividends for Series B Preferred Stock shall be declared on an as converted basis. Common Stock During the six months ended March 31, 2023, the Company issued 2,515,521 shares of common stock. The Company issued 1,490,521 shares to various vendors for services provided, including 216,500 shares issued to a related party for services provided, amounting to $259,702 recorded at the fair value of shares on the respective grant dates. The Company issued 525,000 shares in relation to stock subscriptions. The Company issued 500,000 shares as commitment fees in connection with the letter agreement issued on February 9, 2023. These shares were recorded at fair value as on the date of issuance. During the six months ended March 31, 2022, the Company issued 3,119,643 shares of common stock. 1,502,670 shares were issued to TN3 as part of the transaction to redeem 24,400 shares of Series B Preferred Stock, 265,973 shares were issued to various vendors for services provided; 791,000 shares were issued in relation to stock subscriptions; 300,000 shares were issued as a commitment fee on a promissory note payable; 250,000 shares were issued as repayment of bridge loans (please refer to Note 4 for more details); and 10,000 shares were issued to related parties (please refer to Note 12 for more details). |
CONVERTIBLE PROMISSORY NOTES
CONVERTIBLE PROMISSORY NOTES | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. CONVERTIBLE PROMISSORY NOTES Convertible Promissory notes as on March 31, 2023 Principal Amount Unamortized balance of Debt Discount Outstanding balance as on March 31, 2023 Derivative balance as on March 31, 2023 Warrant liability balance as on March 31, 2023 2013 Note 12,000 - 12,000 - - 2014 Note 50,880 - 50,880 215,591 - 2017 Note 115,000 - 115,000 453,384 - August 2021 Note - - - - 151,920 February 2022 Note 250,000 - 250,000 81,815 76,762 May 2022 Note 1,000,000 - 1,000,000 245,784 171,753 August 2022 Note 100,000 27,517 72,483 48,797 - November 2022 Note 55,000 32,937 22,063 48,883 - December 2022 Note 55,000 37,207 17,793 49,719 - February 2023 Note 265,000 60,146 204,854 63,650 157,259 Total 1,902,880 157,807 1,745,073 1,207,624 557,694 Convertible Promissory note, related party as on March 31, 2023 Principal Amount Unamortized balance of Debt Discount Outstanding balance as on March 31, 2023 Derivative balance as on March 31, 2023 Warrant liability balance as on March 31, 2023 July 2022 Note 12,500 - 12,500 3,941 - 2013 Note On October 1, 2013, Company issued an unsecured convertible promissory note (the “2013 Note”) in the amount of $12,000 to a former Board member (the “Holder”) in exchange for retention as a director during the fiscal year ending September 30, 2014. The Note can be converted into shares of common stock by the Holder for $4.50 per share. The Note matured on October 1, 2015 and bore a one-time interest charge of $1,200 which was applied to the principal on October 1, 2014. As of March 31, 2023, the outstanding principal balance was $12,000. 2014 Note On November 20, 2014, the Company issued a 10% unsecured convertible promissory note (the “2014 Note”) for the principal sum of up to $400,000 plus accrued interest on any advanced principal funds. The 2014 Note matured eighteen months from each advance. The 2014 Note may be converted by the lender into shares of common stock of the Company at the lesser of $12.50 per share or (b) fifty percent (50%) of the lowest traded prices following issuance of the 2014 Note or (c) the lowest effective price per share granted to any person or entity. On November 20, 2014, the lender advanced $50,000 to the Company under the 2014 Note at inception. On various dates from February 18, 2015 through September 30, 2016, the lender advanced an additional $350,000 under the 2014 Note. During the period ended September 30, 2021, the Company and lender agreed to extend the maturity date for the outstanding balance to June 30, 2023. As of March 31, 2023, outstanding principal balance was $50,880. 2017 Note On May 10, 2017, the Company issued a 10% unsecured convertible promissory note (the “2017 Note”) for the principal sum of up to $150,000 plus accrued interest on any advanced principal funds. The lender may pay additional consideration at the lender’s discretion. The Company received a tranche in the amount of $25,000 upon execution of the 2017 Note. On various dates, the Company received additional tranches in the aggregate sum of $90,000. The 2017 Note matured twelve months from each tranche. Within thirty (30) days prior to the maturity date, the lender may extend the maturity date to sixty (60) months. During the period ended September 30, 2021, the Company and lender agreed to extend the maturity date for the outstanding balance to June 30, 2023. The 2017 Note may be converted by the lender into shares of common stock of the Company at the lesser of $10 per share or (b) fifty percent (50%) of the lowest traded price of common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity. As of March 31, 2023 the outstanding principal balance was $115,000. May 2021 Note On May 28, 2021, the Company issued a 12% unsecured convertible promissory note (the “May 2021 Note”) for the principal sum of $55,500 plus accrued interest. The May 2021 Note was to mature on May 28, 2022. The May 2021 Note was convertible after November 23, 2021, by the lender into shares of common stock of the Company at sixty-one percent (61%) of the lowest traded price of common stock recorded during the fifteen (15) trading days prior to conversion. On October 5, 2021, the Company paid the balance of this note to the lender. As of March 31, 2023, the balance of the May 2021 Note was $0. July 2021 Note On July 6, 2021, the Company issued a 12% unsecured convertible promissory note (the “July 2021 Note”) for the principal sum of $38,750 plus accrued interest with a maturity date of July 6, 2022. The July 2021 Note was convertible after January 1, 2022, by the lender into shares of common stock of the Company at sixty-one percent (61%) of the lowest trade price of common stock recorded during the fifteen (15) trading days prior to conversion. On December 30, 2021, the Company paid the balance of this note to the lender. As of March 31, 2023, the balance of the July 2021 Note was $0. August 2021 Note On August 20, 2021, the Company issued a 10% secured promissory note (the “August 2021 Note”) for the principal sum of $500,000 plus accrued interest. The August 2021 Note was to mature on February 20, 2022, unless extended for up to an additional six months. The August 2021 Note could be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period. The Company issued 1,000,000 warrants at a price of $1.50 in connection with the note (note 7 below) and issued 400,000 shares as a commitment fee. In February 2022, the Company extended the term of the August 2021 Note for an additional six months. The Company repaid the August 2021 Note on May 9, 2022 in connection with the issuance of the May 2022 Note described below. As of March 31, 2023, the balance on the August 2021 Note was $0. On February 9, 2023, the Company entered into a letter agreement in connection with the August 2021 Note, whereby the exercise price of the warrants issued on the August 2021 Note was reduced to $0.20 per share. February 2022 Note On February 15, 2022, the Company issued a 10% secured promissory note (the “February 2022 Note”) for the principal sum of $250,000 plus accrued interest. The February 2022 Note was to mature on August 15, 2022, unless extended for up to an additional six months. The February 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period. In July 2022, the Company extended the term of the February 2022 note for another six months until February 16, 2023. In connection with the note, the Company issued 500,000 warrants with an exercise price of $1.50 (see note 7 below). The February 2022 Note had an original issuance discount amounting to $25,000, debt issuance cost amounting to $12,000 and the Company issued 300,000 shares as a commitment fee valued at $111,000 based on the share price on the date of the agreement, amortized over the term of the loan. The initial recognition of derivative and warrant liability was recorded as debt discount and amortized over the term of the loan. The debt discount is fully amortized and the balance in debt discount as on March 31, 2023, was $0. As of March 31, 2023, the balance outstanding net of debt discount was $250,000. On February 9, 2023, the Company entered into a letter agreement in connection with the February 2022 Note, whereby the Company extended the due date of the loan to May 9, 2023 and deferred all interest payments for the period from January 1, 2023 until May 9, 2023. Pursuant to the letter agreement the exercise price of the warrants issued with the February 2022 Note was reduced to $0.20 per share. The warrants contained a ratchet provision and the difference in fair value of $44,241 upon the reduction of exercise price as mentioned above is being treated as a deemed dividend for the down round provision. The company did not make the payment of $258,958 due on May 9, 2023. The lender has agreed to waive the default provisions until June 1, 2023, or pending conclusion of negotiations on an extension of the loans. May 2022 Note On May 5, 2022, the Company issued a 12% secured promissory note (the “May 2022 Note”) for the principal sum of $1,000,000 plus accrued interest. The May 2022 Note was to mature on November 5, 2022, unless extended for up to an additional six months. If extended, the interest rate increased to 15% for the remaining six months. The May 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion. The Company used some of the proceeds from the May 2022 Note to pay off the August 2021 Note. In November 2022, the Company extended the May 2022 Note for another six months until May 5, 2023. In connection with the loan the Company issued 1,000,000 warrants at an exercise price of $0.01 (see note 7 below). The May 2022 Note had an original issuance discount amounting to $100,000, debt issuance costs of $ 25,500 and the Company issued 875,000 shares as a commitment fee valued at $259,875 based on the share price on the date of the agreement. The initial recognition of derivative liability of $412,065 and warrant liability amounting to $282,051 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023, was $0. As of March 31, 2023, the balance outstanding net of debt discount was $1,000,000. On February 9, 2023, the Company entered into a letter agreement in connection with the May 2022 Note deferring all interest payments from January 1, 2023 until May 9, 2023. The company did not make the payment of $1,053,750 due on May 9, 2023. The lender has agreed to waive the default provisions until June 1, 2023, or pending conclusion of negotiations on an extension of the loans. August 2022 Note On August 8, 2022, the Company issued a 12% unsecured promissory note (the “August 2022 Note”) for the principal sum of $100,000 plus accrued interest. The August 2022 Note matures on August 8, 2023, provided, however that after October 31, 2022, if the Company receives debt or equity financing of at least $3 million, the holder may call for payments of outstanding principal and interest at any time from such date giving notice of at least five business days before the date the payment is due. The holder shall have the right, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a conversion price of $0.15. The initial recognition of derivative liability of $77,259 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023 was $27,517. As of March 31, 2023 the balance outstanding net of debt discount was $72,483. September 2022 Note On September 22, 2022, the Company issued an 8% secured promissory note (the “September 2022 Note”) for the principal sum of $79,250 plus accrued interest. The September 2022 Note matures on September 22, 2023. In case of default in repayment of the outstanding amount on the due date the balance shall bear interest of 22% per annum. The holder shall have the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The initial recognition of derivative liability amounting to $75,000 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The Company repaid the loan in full including interest of $3,127 on March 12, 2023. The prepayment penalty amounted to $20,594. The balance in debt discount as on March 31, 2023 was $0. As of March 31, 2023 the balance outstanding net of debt discount was $0. November 2022 Note On November 1, 2022, the Company issued an 8% secured promissory note (the “November 2022 Note”) for the principal sum of $55,000 plus accrued interest. The November 2022 Note matures on November 1, 2023. In case of default in repayment of the outstanding amount on the due date the balance shall bear interest of 22% per annum. Beginning on April 30, 2023, 1800 Diagonal Lending may convert the amount outstanding under the note into shares of NovAccess common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date. The initial recognition of derivative liability amounting to $50,700 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023, was $32,938. As of March 31, 2023, the balance outstanding net of debt discount was $22,063. December 2022 Note On December 7, 2022, the Company issued an 8% secured promissory note (the “December 2022 Note”) for the principal sum of $55,000 plus accrued interest. The December 2022 Note matures on December 7, 2023. In case of default in repayment of the outstanding amount on the due date the balance shall bear interest of 22% per annum. Beginning on June 5, 2023, 1800 Diagonal Lending may convert the amount outstanding under the note into shares of NovAccess common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date. The initial recognition of derivative liability amounting to $50,700 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023, was $37,207. As of March 31, 2023, the balance outstanding net of debt discount was $17,793. February 2023 Letter Agreement On February 9, 2023 the Company entered into a letter agreement, whereby the Company drew an additional loan amounting to $265,000, which was added to the May 2022 Note. The $265,000 loan has an original issuance discount of 10% of the principal and bears interest at 10% a year. This loan is due on May 9, 2023. The initial recognition of derivative liability amounting to $110,576 was recorded as debt discount and amortized over the term of the loan. The original issuance discount of $26,500 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023, was $60,146. As of March 31, 2023, the balance outstanding net of debt discount was $204,854. Also pursuant to the letter agreement , the Company paid a commitment fee of 500,000 unregistered shares of the Company’s common stock (the “commitment fee shares”). If the investor is unable to sell the commitment fee shares for $0.20 a share, then investor may require the Company to issue additional shares or pay cash in the amount of the shortfall. The Company also issued a common stock purchase warrant to purchase 1.0 million shares of the company’s Common stock for $0.20 a share. The warrant expires on February 9, 2028. The company recorded expense of 82,500 in respect of the commitment fee shares and 157,933 in respect of the warrant. The Company did not make the payment of $271,551 due on May 9, 2023. The lender has agreed to waive the default provisions until June 1, 2023, or pending conclusion of negotiations on an extension of the loans. We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The notes have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the notes under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the notes in their entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations based upon the Binomial lattice model calculation. The convertible notes issued and described in this Note do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations. We record the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the notes. For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows: Risk free interest rate Between 4.74% and 4.955% Stock volatility factor Between 141% and 177.6% Years to Maturity 0.28 years Expected dividend yield None |
CONVERTIBLE PROMISSORY NOTE, RE
CONVERTIBLE PROMISSORY NOTE, RELATED PARTY | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt [Text Block] | 5. CONVERTIBLE PROMISSORY NOTES, RELATED PARTY July 2022 Note, related party On July 28, 2022, the Company issued a 12% unsecured promissory note (the “July 2022 Note”) for the principal sum of $12,500 plus accrued interest. All amounts outstanding under the July 2022 Note were payable on the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million. In November 2022, the holder agreed to extend the term of the note until April 2023 and in April 2023 agreed to a further extension until August 31, 2023. The holder has the right, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at conversion price of $0.15. The initial recognition of derivative liability of $12,500 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on March 31, 2023, was $0. As of March 31, 2023, the balance outstanding net of debt discount was $12,500. |
SHORT TERM LOAN, RELATED PARTY
SHORT TERM LOAN, RELATED PARTY | 6 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Short-Term Debt [Text Block] | 6. SHORT TERM LOAN, RELATED PARTY On July 28, 2022, the Company entered into a short-term interest free loan agreement amounting to $12,500, with Jason M. Anderson, an independent member of our board of directors, to fund the operations until longer term financing can be obtained by the Company. The loan terms required repayment of all amounts outstanding under the loan on the earlier of: (a) October 31, 2022 or (b) the receipt by the Company of debt or equity financing of $3 million In November, 2022, the Board Member signed a waiver and extension agreement changing the due date to April 30, 2023 and in April 2023, agreed to a further extension until August 31, 2023. On February 9, 2023, NovAccess entered into a second interest-free loan agreement with Mr. Anderson. Reflecting his faith in NovAccess and our management team, Mr. Anderson loaned the Company $8,500. The loan does not bear interest (except on default) and is due on the earlier of August 31, 2023 or our receipt of debt or equity financing of at least $3.0 million. |
WARRANTS
WARRANTS | 6 Months Ended |
Mar. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Shareholders' Equity and Share-Based Payments [Text Block] | 7. WARRANTS On August 20, 2021, for value received in connection with the issuance of the August 2021 Note (see note 4 for more details), the Company issued 1,000,000 warrants to the lender with an exercise price of $1.50 per share with a five-year exercise period. On February 9, 2023, the Company entered into a letter agreement in connection with the August 2021 Note, whereby the exercise price of the warrants issued on the August 2021 Note was reduced to $0.20 per share. On February 16, 2022, for value received in connection with the issuance of the February 2022 Note (see note 4 for more details), the Company issued 500,000 warrants to the lender with an exercise price of $1.50 per share with a five-year exercise period. On February 9, 2023, the Company entered into a letter agreement in connection with the August 2021 Note, whereby the exercise price of the warrants issued on the August 2021 Note was reduced to $0.20 per share. On May 10, 2022, for value received in connection with the issuance of the May 2022 Note (see note 4 for more details), the Company issued 1,000,000 warrants to the lender with an exercise price of $0.01 per share with a five-year exercise period. On February 9, 2023, for value received in connection with the issuance of the February 2023 Note (see note 4 for more details), the Company issued 1,000,000 warrants to the lender with an exercise price of $0.20 per share with a five-year exercise period. The fair value of the warrant issued in relation to the letter agreement issued on February 2023 , is recorded as stock compensation expense amounting to $148,500. On March 31, 2023 the fair value of the derivative liability of the warrants was $557,694 and $232,609 as of September 30, 2022. For the purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows: Risk free interest rate Between 3.6% and 3.81% Stock volatility factor Between 147% and 164% Years to Maturity 4.25 years Expected dividend yield None Per guidance on ASC 260, the Company determined that the repricing of warrants discussed above, was an exchange of the existing 1,500,000 warrants and the difference between the fair value of the warrants immediately prior to modification of terms and immediately after the adjustment was a s a deemed dividend. The difference between the fair value of the warrants immediately prior to modification of terms and immediately after the adjustment was calculated as $44,241, using a Black Scholes model based on the following significant inputs: On February 9, 2023: common stock price of $0.165; company volatility of 156%-159%; remaining term 3.2-4.1 years; dividend yield of 0% and risk-free interest rate of 3.81-3.71%. |
OPTIONS
OPTIONS | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement [Text Block] | 8. OPTIONS On June 2, 2020, the Company issued 2,000,000,000 options, on a pre reverse split basis, to purchase common stock to the then directors of the Company as compensation for serving on the board during 2019. These options are exercisable on a cashless basis for a period of ten years from September 30, 2022 at an exercise price of $0.00001. The number of options on the post stock split basis is 2,000,000, and the exercise price of $0.01 per share. For purpose of determining the fair market value of the options issued on June 2, 2020, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows: Risk Free Interest Rate 0.32% Stock Volatility Factor 146.0% Weighted Average Expected Option Life 5 Years Expected Dividend Yield None On March 13, 2023, the Company entered into non-qualified stock option agreements and granted vested ten-year options to purchase shares of the Company’s common stock for $0.175 a share, the closing price on the grant date. The Company issued options to purchase a total of 3,542,857 shares as follows: (a) 857,143 to each of the independent directors, (b) 428,571 to the chief financial officer, and 571,429 to the president of our StemVax Therapeutics subsidiary; (c) 57,143 to each of our scientific advisory board members; and (d) the remaining 542,857 to staff members and other officers. Vesting Schedule. The Options are 100% vested and exercisable on the grant date, March 31, 2023. Expiration. The Option will expire on the tenth anniversary from the grant date which falls on March 31, 2033. For purpose of determining the fair market value of the options, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows: Risk Free Interest Rate 3.68% Stock Volatility Factor 146.79% Weighted Average Expected Option Life 5 Years Expected Dividend Yield None A summary of the Company’s options activity and related information follows for the quarter ended March 31, 2023: March 31, 2023 Weighted Number average Of exercise Options price Outstanding - beginning of period 2,000,000 $ .01 Granted 3,542,857 $ 0.175 Exercised - $ - Forfeited - $ - Outstanding - end of period 5,542,857 $ 0.115 At March 31, 2023, the weighted average remaining contractual life of options outstanding: March 31, 2023 Weighted Average Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ .01 2,000,000 2,000,000 7.17 $ 0.175 3,542,857 3,542,857 9.95 The entire stock-based compensation expense amounting to $563,314 was recorded in the income statement on the grant date as the options are fully vested and exercisable on the grant date. |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 6 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and accrued other current liabilities consisted of the following at March 31, 2023 and September 30, 2022: March 31, 2023 September 30, 2022 Accrued liabilities 5,570 4,370 Interest payable 159,506 94,251 Provision for guaranteed commitment fees * 886,875 961,000 Accrued payroll 7,367 4,740 Deferred compensation 485,421 344,983 License Fees Payable 40,402 40,402 Insurance finance liability 69,133 36,815 $ 1,654,274 $ 1,486,561 * Under the terms of the August 2021 Note, February 2022 Note, May 2022 Note and February 2023 Note the Company issued a total of 2,075,000 shares of common stock as commitment fees. If the lender is unable to sell the shares for more than $1,250,000, it may make a one-time claim for each note to be reimbursed for the difference between their sale proceeds and $1,250,000. The difference between the fair value of the 2,075,000 shares as on March 31, 2023 and the exercise amount of $1,250,000 was recorded as a provision for guaranteed commitment fees and included in the table above. |
BRIDGE LOANS PAYABLE
BRIDGE LOANS PAYABLE | 6 Months Ended |
Mar. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 10. BRIDGE LOAN PAYABLE Related parties In December 2021, the Company’s CEO and CFO each advanced funds to the Company for operating expenses in the total amount of $50,000. The notes were payable on demand with a five business day written notice and bore interest at a rate of 10% per annum. The Company could prepay all or any part of the balance owed without penalty. In March, 2022, our CEO purchased 600 shares of Series B Preferred stock and the Company applied $18,616 of the loan balance against this purchase. The remaining balance of $6,384 was paid to our CEO in several payments with the final balance being paid in May, 2022. The Company recognized and paid interest expense in the amount of $583 to our CEO during the year ended September 30, 2022. No balance is due to our CEO as March 31, 2023. On January 25, 2022, the Company issued 125,000 shares of its common stock in settlement of the bridge loan to the Company’s CFO and recognized a loss on extinguishment of debt in the amount of $17,313. Any potential gain would not have been recognized on extinguishment of this loan due to the nature of the relationship between the parties. The Company recognized and paid interest expense in the amount of $237 to our CFO during the year ended September 30, 2022. No balance is due to our CFO as of March 31, 2023. Service provider, related party In December 2021, one of the Company’s service providers advanced funds to the Company for operating expenses in the total amount of $25,000. On February 14, 2022, the Company issued 125,000 shares of its common stock to the service provider in settlement of the note payable. The Company recognized a loss on extinguishment of debt in the amount of $37,500. During the year ended September 30, 2022, the Company recognized and paid interest expense of $226 in relation to this loan. No balance was outstanding on the note payable to our service provider as of March 31, 2023. The total loss on account of extinguishment of debt on the CFO Note and service provider note amounting to $54,813 was recorded in the income statement. |
DUE TO RELATED PARTIES
DUE TO RELATED PARTIES | 6 Months Ended |
Mar. 31, 2023 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities [Table Text Block] | 11. DUE TO RELATED PARTIES Due to Innovest Global During the periods prior to the year ended September 30, 2022, Innovest Global, Inc. (“Innovest”) advanced funds to the Company for operating expenses in the amount of $86,217. As of March 31, 2023, the amount has not been reimbursed to Innovest. Our former Chairman Daniel Martin was the CEO of Innovest when the funds were advanced. Due to TN3 LLC On January 31, 2022, the Company entered into a preferred stock redemption agreement with Daniel G. Martin, at the time, our sole board member and chairman, TN3, LLC, a company owned by Mr. Martin, Dwain K. Irvin, our chief executive officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owned 25,000 shares of the Series B convertible preferred stock. Pursuant to the redemption agreement, on March 14, 2022, NovAccess redeemed 24,400 of the preferred shares and Irvin Consulting purchased 600 of the preferred shares from TN3. The Company also issued to TN3 1,502,670 shares of unregistered common stock, at $ 0.35 amounting to $525,934 which was equal to 10% of our outstanding common stock on the date the redemption agreement was signed. Upon completion of the redemption transaction, the Company is obligated to pay to TN3 a total of $250,000 over a period of eleven months, with payment accelerated if the Company raises at least $2.5 million of equity capital. As of March 31, 2023, the Company owed TN3 $95,000 of the redemption price. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 12. COMMITMENTS AND CONTINGENCIES There are no material pending legal proceedings to which we are a party, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. Under the terms of the August 2021 Note, February 2022 Note, May 2022 Note and February 2023 Note the Company issued a total of 2,075,000 shares of common stock as commitment fees. If the lender is unable to sell the shares for more than $1,250,000, it may make a onetime claim for each note to be reimbursed for the difference between their sale proceeds and $1,250,000. The difference between the fair value of the 1,575,000 shares as on March 31, 2023, and the exercise amount of $1,250,000 was recorded as a make-whole provision for commitment fees and included in the accrued expenses. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. RELATED PARTY TRANSACTIONS On February 9, 2023, NovAccess entered into an interest-free loan agreement with Jason M. Anderson, an independent member of our board of directors. Reflecting his faith in NovAccess and our management team, Mr. Anderson loaned the company $8,500. The loan does not bear interest (except on default) and is due on the earlier of August 31, 2023 or our receipt of debt or equity financing of at least $3.0 million. We will use the proceeds of the loan for general working capital purposes. On July 28, 2022, the Company entered into a short-term interest free loan agreement amounting to $12,500 with Mr. Anderson to fund operations until longer term financing can be obtained by the Company. The loan terms required repayment of all amounts outstanding under this agreement on the earlier of: (a) October 31, 2022 or (b) the receipt by the Company of debt or equity financing of $3 million. In November 2022 Mr. Anderson signed a waiver and extension agreement changing the due date to April 30, 2023 and in April 2023 Mr. Anderson agreed to extend the due date to August 31, 2023. The balance outstanding on March 31, 2023 was $12,500. On July 28, 2022, the Company issued a convertible promissory note to Letzhangout, LLC, a company that provides accounting consulting services to NovAccess and also employs our chief financial officer, Neil J. Laird. Pursuant to the note, Letzhangout loaned the Company $12,500 on July 29, 2022. All amounts outstanding under this agreement were payable on the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million. In November 2022, the holder agreed to extend the term of the note until April 2023 and in April 2023 agreed to extend the due date to August 31, 2023. The holder has the right, until the date of payment in full. to convert all amounts outstanding under the note and unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at conversion price of $0. 15. As of March 31, 2023, the balance of the July 2022 Note was $12,500. On January 31, 2022, the Company entered into a preferred stock redemption agreement with Daniel G. Martin, at the time our sole board member and chairman, TN3, LLC, a company owned by Mr. Martin, Dwain K. Irvin, our chief executive officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owned 25,000 shares of the Series B convertible preferred stock. Pursuant to the redemption agreement, on March 14, 2022, NovAccess redeemed 24,400 of the preferred shares and Irvin Consulting purchased 600 of the preferred shares from TN3. Upon completion of the redemption transaction, the Company was obligated to pay to TN3 a total of $250,000 over a period of eleven months, with payment accelerated if the Company raises at least $2.5 million of equity capital. As of March 31, 2023, the Company owed TN3 $95,000 of the redemption price. Pursuant to the redemption agreement, the Company also issued to TN3 1,502,670 shares of unregistered common stock, which was equal to 10% of our outstanding common stock on the date the redemption agreement was signed. Upon completion of the redemption transaction, Mr. Martin resigned from the NovAccess board and was replaced by John A. Cassarini and Dr. Irvin. Also in connection with closing the redemption transaction, on March 14, 2022, the Company entered into a common stock distribution agreement with Innovest Global, Inc. Innovest acquired 7.5 million shares of the Company’s common stock when Innovest sold StemVax, LLC to NovAccess in September 2020. Pursuant to the stock distribution agreement, Innovest agreed to distribute its NovAcess common stock to Innovest’s shareholders. Innovest is currently in the process of effectuating the distribution. In December 2021, the Company’s CEO and CFO each advanced funds to the Company for operating expenses in the total amount of $25,000 each. The notes were payable on demand with a five business-day written notice and bore interest at a rate of 10% per annum. The Company could prepay all or any part of the balance owed without penalty. On January 25, 2022, the Company issued 125,000 shares of its common stock in settlement of a bridge loan to the Company’s CFO and recognized a loss on extinguishment of debt in the amount of $17,313. Any potential gain would not have been recognized on extinguishment of this loan due to the nature of the relationship between the parties. The Company recognized and paid interest expense in the amount of $237 to our CFO during the year ended September 30, 2022. No balance is due to our CFO as March 31, 2023. In March, 2022, our CEO purchased 600 shares of Series B Preferred stock and the Company applied $18,616 of the loan balance against this purchase. The remaining balance of $6,384 was paid to our CEO in several payments with the final balance being paid in May, 2022. The Company recognized and paid interest expense in the amount of $583 to our CEO during the year ended March 31, 2023. No balance is due to our CEO as of March 31, 2023. On September 4, 2020, the Company entered into a management services agreement with TN3, LLC. Pursuant to the agreement, TN3 provided the Company with office space in Chesterland, Ohio and management, administrative, marketing, bookkeeping and IT services for a fee of $30,000 a month. The initial term of the agreement was three years, with subsequent one-year renewals. We paid TN3 $40,000 under the agreement in fiscal 2022. In connection with the redemption of TN3’s preferred shares, the management services agreement was terminated and outstanding amounts cancelled, and as of March 31, 2023 there were no amounts owed under this agreement. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. SUBSEQUENT EVENTS On April 11, 2023, the Company entered into a securities purchase agreement (the “SPA”) with a lender and issued a convertible promissory note in the original principal amount of $79,250 (the “note”) pursuant to the SPA. The loan funded on April 14, 2023. The Company will use the proceeds of the loan for general working capital purposes. The Company provided typical representations and agreed to standard covenants pursuant to the SPA. The SPA does not include any financial covenants. The note bears interest at 8% a year and is due on April 11, 2024. The Company may prepay the note upon payment of a prepayment penalty ranging from 15-25% of the amount outstanding on the note when prepaid. Under the terms of the note, the Company may not sell a significant portion of its assets without the approval of the lender, must comply with the company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTCQB Market or other exchange. The Company’s failure to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default, the note will bear interest at 22% and the lender will be entitled to its costs of collection. Beginning on October 8, 2023, the lender may convert the amount outstanding under the note into shares of the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date. On April 24, 2023, the Company entered into a securities purchase agreement (the “ SPA note The note bears interest at 8% a year and is due on April 24, 2024. The Company may prepay the note upon payment of a prepayment penalty ranging from 15-25% of the amount outstanding on the note when prepaid. Under the terms of the note, the Company may not sell a significant portion of its assets without the approval of 1800 Diagonal Lending, must comply with the Company’s reporting requirements under the Securities Exchange Act of 1934, and must maintain the listing of the Company’s common stock on the OTCQB Market or other exchange. The Company’s failure to comply with any of these covenants, among other matters, would constitute an event of default. Upon an event of default, the note will bear interest at 22% and the lender will be entitled to its costs of collection. Beginning on October 21, 2023, the lender may convert the amount outstanding under the note into shares of the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date. The Company did not make the payment of $1,584,260 including principal and interest, due on May 9, 2023 on the notes issued on Feb 2022, May 2022 and Feb 2023. The lender has agreed to waive the default provisions until June 1, 2023, or pending conclusion of negotiations on an extension of the loans. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax, LLC. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Binomial lattice valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations. |
Earnings Per Share, Policy [Policy Text Block] | Net Earnings (Loss) per Share Calculations Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards plus the assumed conversion of convertible debt (see notes 4 and 5). For the three months ended For the Six months ended March 31, March 31, 2023 2022 2023 2022 Income (Loss) to common shareholders (Numerator) $ 409,523 (1,229,785 ) $ (2,221,883 ) (1,373,093 ) Basic weighted average number of common shares outstanding (Denominator) 20,698,747 15,379,289 19,832,524 14,914,920 Diluted weighted average number of common shares outstanding 39,680,653 15,379,289 19,832,524, 14,914,920 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2023, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities. We adopted Accounting Standards Codification (“ASC”) Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring 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). These tiers include: ● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. We measure certain financial instruments at fair value on a recurring basis. The Company had no assets that are required to be valued on a recurring basis as of March 31, 2023 Total (Level 1) (Level 2) (Level 3) Assets: $ - $ - $ - $ - Liabilities: Derivative Liability at fair value as of September 30, 2022 $ 1,207,403 $ - $ - $ 1,207,403 Derivative Liability warrants at fair value as of September 30, 2022 $ 232,609 $ - $ - $ 232,609 Total Derivative Liability as of September 30, 2022 $ 1,440,012 - - $ 1,440,012 Derivative Liability at fair value as of March 31, 2023 $ 1,211,565 - - $ 1,211,565 Derivative Liability warrants at fair value as of March 31, 2023 $ 557,694 - - $ 557,694 Total Derivative Liability as of March 31, 2023 $ 1,769,259 - - $ 1,769,259 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Derivative Liability Promissory Notes Derivative Liability Warrants Total Derivative Liability Balance as of September 30, 2021 $ 2,553,979 $ 372,643 $ 2,926,622 Fiscal year 2022 initial derivative liabilities 593,297 282,051 875,348 Net (Gain)/Loss on change in fair value of derivative liability (1,662,156 ) (422,086 ) (2,084,242 ) Extinguishment of derivative (277,716 ) - (277,716 ) Ending balance as of September 30, 2022 $ 1,207,403 $ 232,609 $ 1,440,012 Six Months ended March 31, 2023, initial derivative liabilities 212,256 - 212,256 Net (Gain)/Loss on change in fair value of derivative liability (69,231 ) 325,085 255,854 Extinguishment of derivative (138,863 ) - (138,863 ) Ending balance as of March 31, 2023 $ 1,211,565 $ 557,694 $ 1,769,259 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2022-04, "Liabilities-Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations". This guidance requires annual and interim disclosures for entities that use supplier finance programs in connection with the purchase of goods and services. The ASU is effective for fiscal years beginning after December 15, 2022, with early adoption permitted, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sales Restrictions, which (1) clarifies the guidance in Topic 820 on the fair value measurement of an equity security that is subject to contractual restrictions that prohibit the sale of an equity security and (2) requires specific disclosures related to such an equity security. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. In March 2022, the FASB issued ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance on troubled debt restructurings for creditors in ASC Topic 310 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. We are currently evaluating the extent of the impact of this ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Net earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the effect of stock options and stock-based awards plus the assumed conversion of convertible debt (see notes 4 and 5). For the three months ended For the Six months ended March 31, March 31, 2023 2022 2023 2022 Income (Loss) to common shareholders (Numerator) $ 409,523 (1,229,785 ) $ (2,221,883 ) (1,373,093 ) Basic weighted average number of common shares outstanding (Denominator) 20,698,747 15,379,289 19,832,524 14,914,920 Diluted weighted average number of common shares outstanding 39,680,653 15,379,289 19,832,524, 14,914,920 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | We measure certain financial instruments at fair value on a recurring basis. The Company had no assets that are required to be valued on a recurring basis as of March 31, 2023 Total (Level 1) (Level 2) (Level 3) Assets: $ - $ - $ - $ - Liabilities: Derivative Liability at fair value as of September 30, 2022 $ 1,207,403 $ - $ - $ 1,207,403 Derivative Liability warrants at fair value as of September 30, 2022 $ 232,609 $ - $ - $ 232,609 Total Derivative Liability as of September 30, 2022 $ 1,440,012 - - $ 1,440,012 Derivative Liability at fair value as of March 31, 2023 $ 1,211,565 - - $ 1,211,565 Derivative Liability warrants at fair value as of March 31, 2023 $ 557,694 - - $ 557,694 Total Derivative Liability as of March 31, 2023 $ 1,769,259 - - $ 1,769,259 |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Derivative Liability Promissory Notes Derivative Liability Warrants Total Derivative Liability Balance as of September 30, 2021 $ 2,553,979 $ 372,643 $ 2,926,622 Fiscal year 2022 initial derivative liabilities 593,297 282,051 875,348 Net (Gain)/Loss on change in fair value of derivative liability (1,662,156 ) (422,086 ) (2,084,242 ) Extinguishment of derivative (277,716 ) - (277,716 ) Ending balance as of September 30, 2022 $ 1,207,403 $ 232,609 $ 1,440,012 Six Months ended March 31, 2023, initial derivative liabilities 212,256 - 212,256 Net (Gain)/Loss on change in fair value of derivative liability (69,231 ) 325,085 255,854 Extinguishment of derivative (138,863 ) - (138,863 ) Ending balance as of March 31, 2023 $ 1,211,565 $ 557,694 $ 1,769,259 |
CONVERTIBLE PROMISSORY NOTES (T
CONVERTIBLE PROMISSORY NOTES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
CONVERTIBLE PROMISSORY NOTES (Tables) [Line Items] | |
Schedule of Debt [Table Text Block] | Convertible Promissory notes as on March 31, 2023 Principal Amount Unamortized balance of Debt Discount Outstanding balance as on March 31, 2023 Derivative balance as on March 31, 2023 Warrant liability balance as on March 31, 2023 2013 Note 12,000 - 12,000 - - 2014 Note 50,880 - 50,880 215,591 - 2017 Note 115,000 - 115,000 453,384 - August 2021 Note - - - - 151,920 February 2022 Note 250,000 - 250,000 81,815 76,762 May 2022 Note 1,000,000 - 1,000,000 245,784 171,753 August 2022 Note 100,000 27,517 72,483 48,797 - November 2022 Note 55,000 32,937 22,063 48,883 - December 2022 Note 55,000 37,207 17,793 49,719 - February 2023 Note 265,000 60,146 204,854 63,650 157,259 Total 1,902,880 157,807 1,745,073 1,207,624 557,694 Convertible Promissory note, related party as on March 31, 2023 Principal Amount Unamortized balance of Debt Discount Outstanding balance as on March 31, 2023 Derivative balance as on March 31, 2023 Warrant liability balance as on March 31, 2023 July 2022 Note 12,500 - 12,500 3,941 - |
Convertible Debt [Member] | |
CONVERTIBLE PROMISSORY NOTES (Tables) [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | For purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows: Risk free interest rate Between 4.74% and 4.955% Stock volatility factor Between 141% and 177.6% Years to Maturity 0.28 years Expected dividend yield None |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Warrant [Member] | |
WARRANTS (Tables) [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | For the purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows: Risk free interest rate Between 3.6% and 3.81% Stock volatility factor Between 147% and 164% Years to Maturity 4.25 years Expected dividend yield None |
OPTIONS (Tables)
OPTIONS (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | For purpose of determining the fair market value of the options issued on June 2, 2020, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows: Risk Free Interest Rate 0.32% Stock Volatility Factor 146.0% Weighted Average Expected Option Life 5 Years Expected Dividend Yield None Risk Free Interest Rate 3.68% Stock Volatility Factor 146.79% Weighted Average Expected Option Life 5 Years Expected Dividend Yield None |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | A summary of the Company’s options activity and related information follows for the quarter ended March 31, 2023: March 31, 2023 Weighted Number average Of exercise Options price Outstanding - beginning of period 2,000,000 $ .01 Granted 3,542,857 $ 0.175 Exercised - $ - Forfeited - $ - Outstanding - end of period 5,542,857 $ 0.115 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | At March 31, 2023, the weighted average remaining contractual life of options outstanding: March 31, 2023 Weighted Average Remaining Exercisable Options Options Contractual Prices Outstanding Exercisable Life (years) $ .01 2,000,000 2,000,000 7.17 $ 0.175 3,542,857 3,542,857 9.95 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accrued expenses and accrued other current liabilities consisted of the following at March 31, 2023 and September 30, 2022: March 31, 2023 September 30, 2022 Accrued liabilities 5,570 4,370 Interest payable 159,506 94,251 Provision for guaranteed commitment fees * 886,875 961,000 Accrued payroll 7,367 4,740 Deferred compensation 485,421 344,983 License Fees Payable 40,402 40,402 Insurance finance liability 69,133 36,815 $ 1,654,274 $ 1,486,561 * Under the terms of the August 2021 Note, February 2022 Note, May 2022 Note and February 2023 Note the Company issued a total of 2,075,000 shares of common stock as commitment fees. If the lender is unable to sell the shares for more than $1,250,000, it may make a one-time claim for each note to be reimbursed for the difference between their sale proceeds and $1,250,000. The difference between the fair value of the 2,075,000 shares as on March 31, 2023 and the exercise amount of $1,250,000 was recorded as a provision for guaranteed commitment fees and included in the table above. |
ORGANIZATION AND LINE OF BUSI_2
ORGANIZATION AND LINE OF BUSINESS (Details) | Aug. 25, 2020 |
Accounting Policies [Abstract] | |
Stockholders' Equity, Reverse Stock Split | 1-for-1,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Schedule Of Earnings Per Share Basic And Diluted Abstract | ||||
(Loss) to common shareholders (Numerator) (in Dollars) | $ 409,523 | $ (1,229,785) | $ (2,221,883) | $ (1,373,093) |
Basic weighted average number of common shares outstanding (Denominator) | 20,698,747 | 15,379,289 | 19,832,524 | 14,914,920 |
Diluted weighted average number of common shares outstanding (Denominator) | 39,680,653 | 15,379,289 | 19,832,524 | 14,914,920 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets: | $ 0 | |
Derivative Liability at fair value | $ 1,211,565 | 1,207,403 |
Derivative Liability warrants at fair value | 557,694 | 232,609 |
Total Derivative Liability | 1,769,259 | 1,440,012 |
Fair Value, Inputs, Level 1 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets: | 0 | |
Derivative Liability at fair value | 0 | 0 |
Derivative Liability warrants at fair value | 0 | 0 |
Total Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets: | 0 | |
Derivative Liability at fair value | 0 | 0 |
Derivative Liability warrants at fair value | 0 | 0 |
Total Derivative Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ||
Assets: | 0 | |
Derivative Liability at fair value | 1,211,565 | 1,207,403 |
Derivative Liability warrants at fair value | 557,694 | 232,609 |
Total Derivative Liability | $ 1,769,259 | $ 1,440,012 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation - USD ($) | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | $ 1,440,012 | $ 2,926,622 |
Initial derivative liabilities | 212,256 | 875,348 |
Net (Gain)/Loss on change in fair value of derivative liability | 255,854 | (2,084,242) |
Extinguishment of derivative | (138,863) | (277,716) |
Balance | 1,769,259 | 1,440,012 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 1,207,403 | 2,553,979 |
Initial derivative liabilities | 212,256 | 593,297 |
Net (Gain)/Loss on change in fair value of derivative liability | (69,231) | (1,662,156) |
Extinguishment of derivative | (138,863) | (277,716) |
Balance | 1,211,565 | 1,207,403 |
Fair Value, Inputs, Level 3 [Member] | Embedded Derivative Financial Instruments [Member] | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance | 232,609 | 372,643 |
Initial derivative liabilities | 0 | 282,051 |
Net (Gain)/Loss on change in fair value of derivative liability | 325,085 | (422,086) |
Extinguishment of derivative | 0 | 0 |
Balance | $ 557,694 | $ 232,609 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |||||||
Mar. 14, 2022 | Jan. 25, 2022 | Sep. 04, 2020 | Aug. 25, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
CAPITAL STOCK (Details) [Line Items] | |||||||||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |||||||
Stockholders' Equity, Reverse Stock Split | 1-for-1,000 | ||||||||
Preferred Stock, Shares Authorized | 50,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | |||||||
Conversion of Stock, Shares Issued | 1,502,670 | 1,502,670 | 1,502,670 | ||||||
Stock Issued During Period, Shares, Other | 300,000 | ||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | 2,515,521 | 3,119,643 | |||||||
Stock Issued During Period, Shares, Issued for Services | 1,490,521 | 265,973 | |||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 259,702 | $ 119,480 | |||||||
Debt Conversion, Converted Instrument, Shares Issued | 125,000 | 125,000 | 500,000 | 250,000 | |||||
Stock Subscriptions [Member] | |||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 259,702 | ||||||||
Stock Issued During Period, Shares, New Issues | 525,000 | 791,000 | |||||||
Series B Preferred Stock [Member] | |||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||
Preferred Stock, Shares Authorized | 25,000 | 25,000 | |||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | ||||||||
Preferred Stock, Shares Outstanding | 600 | ||||||||
Conversion of Stock, Shares Issued | 25,000 | ||||||||
Preferred Stock, Voting Rights | Each share of outstanding Series B Preferred Stock entitles the holder to cast 40,000 votes. | ||||||||
Preferred Stock, Conversion Basis | Each share of Series B Preferred Stock is convertible at the option of the holder into 10,000 common shares | ||||||||
Stock Issued During Period, Shares, New Issues | 600 | ||||||||
Conversion of Stock, Shares Converted | 24,400 | ||||||||
TN3, LLC [Member] | Series B Preferred Stock [Member] | |||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Other | 24,400 | ||||||||
TN3, LLC [Member] | Series B Preferred Stock [Member] | Irvin Consulting, LLC ("IC") [Member] | |||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Other | 600 | ||||||||
Related Party [Member] | |||||||||
CAPITAL STOCK (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services | 216,500 | ||||||||
Stock Issued During Period, Shares, New Issues | 10,000 |
CONVERTIBLE PROMISSORY NOTES (D
CONVERTIBLE PROMISSORY NOTES (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 6 Months Ended | 19 Months Ended | |||||||||||||||||||||
Mar. 12, 2023 | Feb. 09, 2023 | Dec. 07, 2022 | Nov. 01, 2022 | Sep. 22, 2022 | Aug. 08, 2022 | Jul. 28, 2022 | May 10, 2022 | May 05, 2022 | Feb. 16, 2022 | Feb. 15, 2022 | Aug. 20, 2021 | Jul. 06, 2021 | May 28, 2021 | May 10, 2017 | Nov. 20, 2014 | Nov. 30, 2022 | Dec. 31, 2021 | Sep. 18, 2017 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2016 | May 09, 2023 | Sep. 30, 2022 | Oct. 01, 2013 | |
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 12,500 | $ 1,902,880 | $ 12,000 | ||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.5 | ||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 1,200 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Proceeds from Convertible Debt | (79,250) | $ (94,250) | |||||||||||||||||||||||
Convertible Debt | 1,745,073 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.2 | $ 0.01 | $ 1.5 | ||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 300,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 157,807 | ||||||||||||||||||||||||
Stock Issued During Period, Value, Other | 82,500 | $ 111,000 | |||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 44,241 | ||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 271,551 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | 157,807 | $ 340,503 | |||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The loan terms required repayment of all amounts outstanding under the loan on the earlier of: (a) October 31, 2022 or (b) the receipt by the Company of debt or equity financing of $3 million | The notes were payable on demand with a five business-day written notice | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 30, 2023 | ||||||||||||||||||||||||
September 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Sep. 22, 2023 | ||||||||||||||||||||||||
May Note [Member | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,500 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The May 2021 Note was convertible after November 23, 2021, by the lender into shares of common stock of the Company at sixty-one percent (61%) of the lowest traded price of common stock recorded during the fifteen (15) trading days prior to conversion. | ||||||||||||||||||||||||
Convertible Debt | 0 | ||||||||||||||||||||||||
July Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 38,750 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The July 2021 Note was convertible after January 1, 2022, by the lender into shares of common stock of the Company at sixty-one percent (61%) of the lowest trade price of common stock recorded during the fifteen (15) trading days prior to conversion. | ||||||||||||||||||||||||
Convertible Debt | 0 | ||||||||||||||||||||||||
August Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 500,000 | 0 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The August 2021 Note could be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period. | ||||||||||||||||||||||||
Convertible Debt | 0 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.2 | $ 1.5 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 400,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | ||||||||||||||||||||||||
February Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 250,000 | 250,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | 0.2 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The February 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period | ||||||||||||||||||||||||
Convertible Debt | 250,000 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 500,000 | 500,000 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.2 | $ 1.5 | |||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 300,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 25,000 | 0 | |||||||||||||||||||||||
Unamortized Debt Issuance Expense | 12,000 | ||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 111,000 | ||||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 44,241 | ||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | 258,958 | ||||||||||||||||||||||||
May 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The May 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion | ||||||||||||||||||||||||
Convertible Debt | 1,000,000 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 875,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 100,000 | 0 | |||||||||||||||||||||||
Unamortized Debt Issuance Expense | 25,500 | ||||||||||||||||||||||||
Stock Issued During Period, Value, Other | $ 259,875 | ||||||||||||||||||||||||
Debt Instrument, Debt Default, Amount | $ 1,053,750 | ||||||||||||||||||||||||
Debt Instrument, Description | If extended, the interest rate increased to 15% for the remaining six months | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net | $ 282,051 | ||||||||||||||||||||||||
August 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 100,000 | 100,000 | |||||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.15 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | ||||||||||||||||||||||||
Convertible Debt | 72,483 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 27,517 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | The August 2022 Note matures on August 8, 2023, provided, however that after October 31, 2022, if the Company receives debt or equity financing of at least $3 million, the holder may call for payments of outstanding principal and interest at any time from such date giving notice of at least five business days before the date the payment is due | ||||||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 77,259 | ||||||||||||||||||||||||
September 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 79,250 | ||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 20,594 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The holder shall have the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. | ||||||||||||||||||||||||
Convertible Debt | 0 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 0 | ||||||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 75,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Noncurrent | $ 4,250 | 27,517 | |||||||||||||||||||||||
Debt, Default Interest Rate | 22% | ||||||||||||||||||||||||
Repayments of Debt | $ 3,127 | ||||||||||||||||||||||||
November 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | 55,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | Beginning on April 30, 2023, 1800 Diagonal Lending may convert the amount outstanding under the note into shares of NovAccess common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date. | ||||||||||||||||||||||||
Convertible Debt | 22,063 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 32,937 | ||||||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 50,700 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Noncurrent | $ 4,250 | 32,938 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 01, 2023 | ||||||||||||||||||||||||
Debt, Default Interest Rate | 22% | ||||||||||||||||||||||||
December 2022 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 55,000 | 55,000 | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||||||||||||||||||||||||
Convertible Debt | 17,793 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | 37,207 | ||||||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 50,700 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Noncurrent | $ 4,250 | 37,207 | |||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 07, 2023 | ||||||||||||||||||||||||
February 2023 Note [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | 265,000 | 265,000 | |||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 157,933 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Convertible Debt | $ 204,854 | ||||||||||||||||||||||||
Class of Warrant or Rights, Granted (in Shares) | 1,000,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.2 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Other (in Shares) | 500,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 60,146 | ||||||||||||||||||||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 110,576 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Noncurrent | $ 26,500 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | May 09, 2023 | ||||||||||||||||||||||||
Debt, Discount Rate | 10% | ||||||||||||||||||||||||
Debt Instrument, Fee | If the investor is unable to sell the commitment fee shares for $0.20 a share, then investor may require the Company to issue additional shares or pay cash in the amount of the shortfall. | ||||||||||||||||||||||||
February 2023 Note [Member] | Commitment Fee [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 82,500 | ||||||||||||||||||||||||
Convertible Debt [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 150,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The 2017 Note may be converted by the lender into shares of common stock of the Company at the lesser of $10 per share or (b) fifty percent (50%) of the lowest traded price of common stock recorded on any trade day after the effective date, or (c) the lowest effective price per share granted to any person or entity | ||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 25,000 | $ 90,000 | |||||||||||||||||||||||
Convertible Debt | 115,000 | ||||||||||||||||||||||||
Convertible Debt [Member] | Convertible Note Payable Two [Member] | |||||||||||||||||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 400,000 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||||||||||||
Debt Instrument, Term | 18 months | ||||||||||||||||||||||||
Debt Instrument, Convertible, Terms of Conversion Feature | The 2014 Note may be converted by the lender into shares of common stock of the Company at the lesser of $12.50 per share or (b) fifty percent (50%) of the lowest traded prices following issuance of the 2014 Note or (c) the lowest effective price per share granted to any person or entity | ||||||||||||||||||||||||
Proceeds from Convertible Debt | $ 50,000 | $ 350,000 | |||||||||||||||||||||||
Convertible Debt | $ 50,880 |
CONVERTIBLE PROMISSORY NOTES (
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt - USD ($) | Mar. 31, 2023 | Feb. 09, 2023 | Dec. 07, 2022 | Nov. 01, 2022 | Sep. 30, 2022 | Aug. 08, 2022 | Jul. 28, 2022 | May 05, 2022 | Feb. 15, 2022 | Aug. 20, 2021 | Oct. 01, 2013 |
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | $ 1,902,880 | $ 12,500 | $ 12,000 | ||||||||
Unamortized balance of Debt Discount | 157,807 | ||||||||||
Outstanding balance | 1,745,073 | ||||||||||
Derivative balance | 1,769,259 | $ 1,440,012 | |||||||||
Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 1,207,624 | ||||||||||
Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 557,694 | ||||||||||
2013 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 12,000 | ||||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Outstanding balance | 12,000 | ||||||||||
2013 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
2013 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
2014 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 50,880 | ||||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Outstanding balance | 50,880 | ||||||||||
2014 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 215,591 | ||||||||||
2014 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
2017 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 115,000 | ||||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Outstanding balance | 115,000 | ||||||||||
2017 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 453,384 | ||||||||||
2017 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
August Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 0 | $ 500,000 | |||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Outstanding balance | 0 | ||||||||||
August Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
August Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 151,920 | ||||||||||
February Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 250,000 | $ 250,000 | |||||||||
Unamortized balance of Debt Discount | 0 | $ 25,000 | |||||||||
Outstanding balance | 250,000 | ||||||||||
February Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 81,815 | ||||||||||
February Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 76,762 | ||||||||||
May 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 1,000,000 | $ 1,000,000 | |||||||||
Unamortized balance of Debt Discount | 0 | $ 100,000 | |||||||||
Outstanding balance | 1,000,000 | ||||||||||
May 2022 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 245,784 | ||||||||||
May 2022 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 171,753 | ||||||||||
August 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 100,000 | $ 100,000 | |||||||||
Unamortized balance of Debt Discount | 27,517 | ||||||||||
Outstanding balance | 72,483 | ||||||||||
August 2022 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 48,797 | ||||||||||
August 2022 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
November 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 55,000 | $ 55,000 | |||||||||
Unamortized balance of Debt Discount | 32,937 | ||||||||||
Outstanding balance | 22,063 | ||||||||||
November 2022 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 48,883 | ||||||||||
November 2022 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
December 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 55,000 | $ 55,000 | |||||||||
Unamortized balance of Debt Discount | 37,207 | ||||||||||
Outstanding balance | 17,793 | ||||||||||
December 2022 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 49,719 | ||||||||||
December 2022 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 0 | ||||||||||
February 2023 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 265,000 | $ 265,000 | |||||||||
Unamortized balance of Debt Discount | 60,146 | ||||||||||
Outstanding balance | 204,854 | ||||||||||
February 2023 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 63,650 | ||||||||||
February 2023 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 157,259 | ||||||||||
July 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | $ 12,500 | ||||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Related Party [Member] | July 2022 Note [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Principal Amount | 12,500 | ||||||||||
Unamortized balance of Debt Discount | 0 | ||||||||||
Outstanding balance | 12,500 | ||||||||||
Related Party [Member] | July 2022 Note [Member] | Embedded Derivative Financial Instruments [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | 3,941 | ||||||||||
Related Party [Member] | July 2022 Note [Member] | Warrant [Member] | |||||||||||
CONVERTIBLE PROMISSORY NOTES (Details) - Schedule of Debt [Line Items] | |||||||||||
Derivative balance | $ 0 |
CONVERTIBLE PROMISSORY NOTES _2
CONVERTIBLE PROMISSORY NOTES (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - Embedded Derivative Financial Instruments [Member] | Mar. 31, 2023 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 0.28 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 0 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 4.74 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 141 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 4.955 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Fair Value Measurement Input | 177.6 |
CONVERTIBLE PROMISSORY NOTE, _2
CONVERTIBLE PROMISSORY NOTE, RELATED PARTY (Details) - July 2022 Note [Member] - USD ($) | Jul. 28, 2022 | Mar. 31, 2023 |
CONVERTIBLE PROMISSORY NOTE, RELATED PARTY (Details) [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 12% | |
Debt Instrument, Face Amount | $ 12,500 | |
Debt Instrument, Maturity Date, Description | the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million | |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.15 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Issuances | $ 12,500 | |
Debt Instrument, Unamortized Discount | $ 0 | |
Notes Payable, Current | $ 12,500 |
SHORT TERM LOAN, RELATED PARTY
SHORT TERM LOAN, RELATED PARTY (Details) - USD ($) | 1 Months Ended | |||||
Feb. 09, 2023 | Jul. 28, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Oct. 01, 2013 | |
SHORT TERM LOAN, RELATED PARTY (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 12,500 | $ 1,902,880 | $ 12,000 | |||
Debt Instrument, Maturity Date, Description | The loan terms required repayment of all amounts outstanding under the loan on the earlier of: (a) October 31, 2022 or (b) the receipt by the Company of debt or equity financing of $3 million | The notes were payable on demand with a five business-day written notice | ||||
Debt Instrument, Maturity Date | Apr. 30, 2023 | |||||
Proceeds from Short-Term Debt | $ 8,500 | |||||
Director [Member] | ||||||
SHORT TERM LOAN, RELATED PARTY (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 12,500 |
WARRANTS (Details)
WARRANTS (Details) | Feb. 09, 2023 USD ($) $ / shares shares | May 10, 2022 $ / shares shares | Feb. 16, 2022 $ / shares shares | Feb. 15, 2022 $ / shares shares | Aug. 20, 2021 $ / shares shares | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) |
WARRANTS (Details) [Line Items] | |||||||
Class of Warrant or Rights, Granted | shares | 1,000,000 | 1,000,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.2 | $ 0.01 | $ 1.5 | ||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ | $ 148,500 | ||||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ | $ 557,694 | $ 232,609 | |||||
Class of Warrant or Right, Outstanding | shares | 1,500,000 | ||||||
Fair Value Adjustment of Warrants | $ | $ 44,241 | ||||||
Measurement Input, Expected Term [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 4.25 | ||||||
Measurement Input, Expected Dividend Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 0 | ||||||
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 3.81 | ||||||
Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 164 | ||||||
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 3.6 | ||||||
Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 147 | ||||||
August Note [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Class of Warrant or Rights, Granted | shares | 1,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.2 | $ 1.5 | |||||
February Note [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Class of Warrant or Rights, Granted | shares | 500,000 | 500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.2 | $ 1.5 | |||||
Fair Value Adjustment of Warrants | $ | $ 44,241 | ||||||
Warrant [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Share Price | $ / shares | $ 0.165 | ||||||
Warrant [Member] | Measurement Input, Expected Dividend Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 0 | ||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 3.71 | ||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Price Volatility [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | (159) | ||||||
Warrant [Member] | Maximum [Member] | Measurement Input, Expected Term [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 4.1 | ||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 3.81 | ||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Price Volatility [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 156 | ||||||
Warrant [Member] | Minimum [Member] | Measurement Input, Expected Term [Member] | |||||||
WARRANTS (Details) [Line Items] | |||||||
Embedded Derivative Liability, Measurement Input | 3.2 |
WARRANTS (Details) - Fair Value
WARRANTS (Details) - Fair Value Measurement Inputs and Valuation Techniques | Mar. 31, 2023 |
Measurement Input, Expected Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 4.25 |
Measurement Input, Expected Dividend Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 0 |
Minimum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 3.6 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 147 |
Maximum [Member] | Measurement Input, Risk Free Interest Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 3.81 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Embedded Derivative Liability, Measurement Input | 164 |
OPTIONS (Details)
OPTIONS (Details) - USD ($) | 6 Months Ended | ||||
Mar. 13, 2023 | Aug. 25, 2020 | Jun. 02, 2020 | Mar. 31, 2023 | Mar. 31, 2022 | |
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 3,542,857 | 2,000,000 | 2,000,000,000 | 3,542,857 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period | 10 years | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.00001 | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price (in Dollars per share) | $ 0.01 | ||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.175 | $ 0.175 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 100% | ||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 711,814 | $ 53,619 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Payment Arrangement, Noncash Expense (in Dollars) | $ 563,314 | ||||
Director [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 857,143 | ||||
Chief Financial Officer [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 428,571 | ||||
President of StemVax Therapeutics [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 571,429 | ||||
Scientific Advisory Board [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 57,143 | ||||
Staff Members and Officers [Member] | |||||
OPTIONS (Details) [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 542,857 |
OPTIONS (Details) - Schedule of
OPTIONS (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions | Mar. 13, 2023 | Jun. 02, 2020 |
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions Abstract | ||
Risk Free Interest Rate | 3.68% | 0.32% |
Stock Volatility Factor | 146.79% | 146% |
Weighted Average Expected Option Life | 5 years | 5 years |
Expected Dividend Yield | 0% | 0% |
OPTIONS (Details) - Share-Based
OPTIONS (Details) - Share-Based Payment Arrangement, Option, Activity - $ / shares | 6 Months Ended | |||
Mar. 13, 2023 | Aug. 25, 2020 | Jun. 02, 2020 | Mar. 31, 2023 | |
Share Based Payment Arrangement Option Activity Abstract | ||||
Outstanding, Number of Options | 2,000,000 | |||
Outstanding, Weighted average exercise price | $ 0.01 | |||
Granted, Number of Options | 3,542,857 | 2,000,000 | 2,000,000,000 | 3,542,857 |
Granted, Weighted average exercise price | $ 0.175 | $ 0.175 | ||
Exercised, Number of Options | 0 | |||
Exercised, Weighted average exercise price | $ 0 | |||
Forfeited, Number of Options | 0 | |||
Forfeited, Weighted average exercise price | $ 0 | |||
Outstanding, Number of Options | 5,542,857 | |||
Outstanding, Weighted average exercise price | $ 0.115 |
OPTIONS (Details) - Share-bas_2
OPTIONS (Details) - Share-based Payment Arrangement, Option, Exercise Price Range | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Options at .01 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.01 |
Options Outstanding | 2,000,000 |
Options Exercisable | 2,000,000 |
Weighted Average Remaining Contractual Life | 7 years 2 months 1 day |
Options at $0.175 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Exercisable Prices (in Dollars per share) | $ / shares | $ 0.175 |
Options Outstanding | 3,542,857 |
Options Exercisable | 3,542,857 |
Weighted Average Remaining Contractual Life | 9 years 11 months 12 days |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Commitment Fee [Member] | 6 Months Ended |
Mar. 31, 2023 USD ($) shares | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) [Line Items] | |
Stock Issued During Period, Shares, Other | shares | 2,075,000 |
Debt Instrument, Fee | If the lender is unable to sell the shares for more than $1,250,000, it may make a one-time claim for each note to be reimbursed for the difference between their sale proceeds and $1,250,000. |
Stock Issued During Period, Value, Other | $ | $ 1,250,000 |
ACCRUED EXPENSES AND OTHER CU_4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - Schedule of Accounts Payable and Accrued Liabilities - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 | |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | |||
Accrued liabilities | $ 5,570 | $ 4,370 | |
Interest payable | 159,506 | 94,251 | |
Provision for guaranteed commitment fees * | [1] | 886,875 | 961,000 |
Accrued payroll | 7,367 | 4,740 | |
Deferred compensation | 485,421 | 344,983 | |
License Fees Payable | 40,402 | 40,402 | |
Insurance finance liability | 69,133 | 36,815 | |
Accrued expenses and accrued other current liabilities | $ 1,654,274 | $ 1,486,561 | |
[1]Under the terms of the August 2021 Note, February 2022 Note, May 2022 Note and February 2023 Note the Company issued a total of 2,075,000 shares of common stock as commitment fees. If the lender is unable to sell the shares for more than $1,250,000, it may make a one-time claim for each note to be reimbursed for the difference between their sale proceeds and $1,250,000. The difference between the fair value of the 2,075,000 shares as on March 31, 2023 and the exercise amount of $1,250,000 was recorded as a provision for guaranteed commitment fees and included in the table above. |
BRIDGE LOANS PAYABLE (Details)
BRIDGE LOANS PAYABLE (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Feb. 09, 2023 | Jan. 25, 2022 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
BRIDGE LOANS PAYABLE (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 583 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 125,000 | 125,000 | 500,000 | 250,000 | ||||||
Gain (Loss) on Extinguishment of Debt | $ (17,313) | $ (37,500) | $ 0 | $ (54,813) | $ 0 | $ (54,813) | (54,813) | |||
Proceeds from Other Debt | $ 8,500 | $ 25,000 | ||||||||
Interest Expense, Debt | 226 | |||||||||
Series B Preferred Stock [Member] | ||||||||||
BRIDGE LOANS PAYABLE (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 600 | |||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 18,616 | |||||||||
Chief Financial Officer [Member] | ||||||||||
BRIDGE LOANS PAYABLE (Details) [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||
Repayments of Debt | $ 6,384 | |||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 237 | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 125,000 | |||||||||
Gain (Loss) on Extinguishment of Debt | $ (17,313) | |||||||||
Chief Executive Officer [Member] | ||||||||||
BRIDGE LOANS PAYABLE (Details) [Line Items] | ||||||||||
Repayments of Debt | $ 6,384 | |||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 583 |
DUE TO RELATED PARTIES (Details
DUE TO RELATED PARTIES (Details) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Mar. 14, 2022 | Jan. 31, 2022 | Sep. 04, 2020 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Proceeds from Related Party Debt | $ 25,000 | |||||
Investment Owned, Balance, Shares | 24,400 | |||||
Stock Issued During Period, Shares, Other | 300,000 | |||||
Conversion of Stock, Shares Issued | 1,502,670 | 1,502,670 | 1,502,670 | |||
Preferred Stock, Convertible, Conversion Price | $ 0.35 | |||||
Conversion of Stock, Amount Issued | $ 525,934 | |||||
Common Stock Outstanding, Percentage | 10% | 10% | ||||
Payments to Acquire Investments | $ 250,000 | |||||
Preferred Stock, Redemption Amount | $ 95,000 | |||||
TN3, LLC [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Investment Owned, Balance, Shares | 25,000 | |||||
Payments to Acquire Investments | $ 250,000 | |||||
Irvin Consulting, LLC ("IC") [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Investment Owned, Balance, Shares | 600 | |||||
Series B Preferred Stock [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Conversion of Stock, Shares Issued | 25,000 | |||||
Series B Preferred Stock [Member] | TN3, LLC [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Investment Owned, Balance, Shares | 25,000 | |||||
TN3, LLC [Member] | Series B Preferred Stock [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Other | 24,400 | |||||
TN3, LLC [Member] | Series B Preferred Stock [Member] | Irvin Consulting, LLC ("IC") [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Stock Issued During Period, Shares, Other | 600 | |||||
Affiliated Entity [Member] | ||||||
DUE TO RELATED PARTIES (Details) [Line Items] | ||||||
Proceeds from Related Party Debt | $ 86,217 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - Commitment Fee [Member] | 6 Months Ended |
Mar. 31, 2023 USD ($) shares | |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |
Stock Issued During Period, Shares, Other | shares | 2,075,000 |
Stock Issued During Period, Value, Other | $ | $ 1,250,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Feb. 09, 2023 | Jul. 28, 2022 | Mar. 14, 2022 | Jan. 31, 2022 | Jan. 25, 2022 | Sep. 04, 2020 | May 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | Oct. 01, 2013 | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Proceeds from Other Debt | $ 8,500 | $ 25,000 | |||||||||||||
Debt Instrument, Face Amount | $ 12,500 | $ 1,902,880 | $ 1,902,880 | $ 12,000 | |||||||||||
Convertible Debt | 1,745,073 | $ 1,745,073 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 4.5 | ||||||||||||||
Investment Owned, Balance, Shares (in Shares) | 24,400 | ||||||||||||||
Payments to Acquire Investments | $ 250,000 | ||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 1,502,670 | 1,502,670 | 1,502,670 | ||||||||||||
Common Stock Outstanding, Percentage | 10% | 10% | |||||||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | 7,500,000 | ||||||||||||||
Proceeds from Related Party Debt | $ 25,000 | ||||||||||||||
Debt Instrument, Maturity Date, Description | The loan terms required repayment of all amounts outstanding under the loan on the earlier of: (a) October 31, 2022 or (b) the receipt by the Company of debt or equity financing of $3 million | The notes were payable on demand with a five business-day written notice | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 125,000 | 125,000 | 500,000 | 250,000 | |||||||||||
Gain (Loss) on Extinguishment of Debt | $ (17,313) | $ (37,500) | 0 | $ (54,813) | $ 0 | $ (54,813) | $ (54,813) | ||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | 583 | ||||||||||||||
Agreement, Monthly Amount | $ 30,000 | ||||||||||||||
Agreement, Term | 3 years | ||||||||||||||
Related Party Transaction, Amounts of Transaction | 40,000 | ||||||||||||||
TN3, LLC [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Investment Owned, Balance, Shares (in Shares) | 25,000 | ||||||||||||||
Payments to Acquire Investments | $ 250,000 | ||||||||||||||
Debt Instrument, Payment Terms | over a period of eleven months, with payment accelerated if the Company raises at least $2.5 million of equity capital | ||||||||||||||
Irvin Consulting, LLC ("IC") [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Investment Owned, Balance, Shares (in Shares) | 600 | ||||||||||||||
Series B Preferred Stock [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Conversion of Stock, Shares Issued (in Shares) | 25,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | 600 | ||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 18,616 | ||||||||||||||
Series B Preferred Stock [Member] | TN3, LLC [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Investment Owned, Balance, Shares (in Shares) | 25,000 | ||||||||||||||
Board Member [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Convertible Debt | 12,500 | 12,500 | |||||||||||||
Letzhangout, LLC [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 12,500 | ||||||||||||||
Convertible Debt | $ 12,500 | 12,500 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0 | ||||||||||||||
Chief Financial Officer [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 125,000 | ||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ (17,313) | ||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 237 | ||||||||||||||
Repayments of Debt | $ 6,384 | ||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 583 | ||||||||||||||
Repayments of Debt | $ 6,384 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($) | Apr. 24, 2023 | Apr. 11, 2023 | May 09, 2023 |
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 54,250 | $ 79,250 | |
Debt Instrument, Interest Rate, Stated Percentage | 8% | 8% | |
Debt, Default Interest Rate | 22% | 22% | |
Debt Instrument, Convertible, Terms of Conversion Feature | the lender may convert the amount outstanding under the note into shares of the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date | the lender may convert the amount outstanding under the note into shares of the Company’s common stock at a conversion price equal to 65% of the average of the three lowest trading prices of the stock during the fifteen trading days before the conversion date | |
Debt Instrument, Debt Default, Amount (in Dollars) | $ 1,584,260 | ||
Minimum [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Prepayment Penalty, Percentage | 15% | 15% | |
Maximum [Member] | |||
SUBSEQUENT EVENTS (Details) [Line Items] | |||
Debt Prepayment Penalty, Percentage | 25% | 25% |