Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2023 | Feb. 14, 2024 | |
Cover [Abstract] | ||
Entity Registrant Name | KNOW LABS, INC. | |
Entity Central Index Key | 0001074828 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock Shares Outstanding | 81,346,524 | |
Entity File Number | 000-30262 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 90-0273142 | |
Entity Address Address Line 1 | 500 Union Street | |
Entity Address Address Line 2 | Suite 810 | |
Entity Address City Or Town | Seattle | |
Entity Address State Or Province | WA | |
Entity Address Postal Zip Code | 98101 | |
City Area Code | 206 | |
Local Phone Number | 903-1351 | |
Security 12b Title | Common Stock, par value $0.001 per share | |
Trading Symbol | KNW | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Address Country | US | |
Entity Interactive Data Current | Yes |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 4,821,477 | $ 8,023,716 |
Total current assets | 4,821,477 | 8,023,716 |
PROPERTY AND EQUIPMENT, NET | 75,298 | 81,325 |
OTHER ASSETS | ||
Other assets | 18,767 | 15,766 |
Operating lease right-of-use asset | 97,567 | 145,090 |
TOTAL ASSETS | 5,013,109 | 8,265,897 |
CURRENT LIABILITIES: | ||
Accounts payable - trade | 627,058 | 1,292,861 |
Accrued expenses | 95,952 | 94,062 |
Accrued expenses - related parties | 196,241 | 218,334 |
Convertible notes payable, net | 2,761,931 | 2,761,931 |
Current portion of operating lease right-of-use liability | 106,038 | 154,797 |
Total current liabilities | 3,787,220 | 4,521,985 |
COMMITMENTS AND CONTINGENCIES (Note 11) | 0 | 0 |
Preferred stock - $0.001 par value, 5,000,000 shares authorized, Series C and D shares issued and outstanding as follows: | ||
Common stock - $0.001 par value, 200,000,000 shares authorized, 81,346,524 and 80,358,463 shares issued and outstanding at 12/31/2023 and 9/30/2023, respectively | 81,347 | 80,358 |
Additional paid in capital | 126,492,778 | 125,501,537 |
Accumulated deficit | (125,351,041) | (121,840,788) |
Total stockholders' equity | 1,225,889 | 3,743,912 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 5,013,109 | 8,265,897 |
Convertible Preferred Stock Series C [Member] | ||
Preferred stock - $0.001 par value, 5,000,000 shares authorized, Series C and D shares issued and outstanding as follows: | ||
Preferred stock, value | 1,790 | 1,790 |
Convertible Preferred Stocks Series D [Member] | ||
Preferred stock - $0.001 par value, 5,000,000 shares authorized, Series C and D shares issued and outstanding as follows: | ||
Preferred stock, value | $ 1,015 | $ 1,015 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 5,000,000 | 5,000,000 |
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 200,000,000 | 200,000,000 |
Common stock shares issued | 81,346,524 | 80,358,463 |
Common stock shares outstanding | 81,324,546 | 80,358,463 |
Convertible Preferred Stock Series C [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 30,000 | 30,000 |
Preferred stock shares issued | 17,858 | 17,858 |
Preferred stock shares outstanding | 17,858 | 17,858 |
Convertible Preferred Stock Series D [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 20,000 | 20,000 |
Preferred stock shares issued | 10,161 | 10,161 |
Preferred stock shares outstanding | 10,161 | 10,161 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
OPERATING EXPENSES- | ||
RESEARCH AND DEVELOPMENT EXPENSES | $ 1,486,388 | $ 1,743,051 |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 2,011,246 | 1,905,071 |
Total operating expenses | 3,497,634 | 3,648,122 |
OPERATING LOSS | (3,497,634) | (3,648,122) |
OTHER INCOME (EXPENSE), NET | ||
Interest income | 51,010 | 0 |
Interest expense | 0 | (227,170) |
Other (expense) income, net | 0 | 52,433 |
Total other income (expense), net | 51,010 | (174,737) |
LOSS BEFORE INCOME TAXES | (3,446,624) | (3,822,859) |
Income tax expense | 0 | 0 |
NET LOSS | (3,446,624) | (3,822,859) |
Deemed dividends on Series C and D Preferred Stock | (63,629) | 0 |
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS | $ (3,510,253) | $ (3,822,859) |
Basic and diluted loss per share | $ (0.04) | $ (0.08) |
Weighted average shares of common stock outstanding- basic and diluted | 81,094,007 | 48,187,339 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Total | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Series C Convertibles Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Deficit [Member] |
Balance, shares at Sep. 30, 2022 | 10,161 | 48,156,062 | 17,858 | |||
Balance, amount at Sep. 30, 2022 | $ 9,862,613 | $ 1,015 | $ 48,158 | $ 1,790 | $ 111,209,388 | $ (101,397,738) |
Stock compensation expense - employee options | 744,640 | 0 | $ 0 | 0 | 744,640 | 0 |
Issuance of common stock for stock option exercises, shares | 1,875 | |||||
Issuance of common stock for stock option exercises, amount | 2,343 | 0 | $ 1 | 0 | 2,342 | 0 |
Issuance of common stock for exercise of warrants, shares | 50,000 | |||||
Issuance of common stock for exercise of warrants, amount | 12,500 | 0 | $ 50 | 0 | 12,450 | 0 |
Expenses for extension of notes and warrants | 206,994 | 0 | 0 | 0 | 206,994 | 0 |
Net loss | (3,822,859) | $ 0 | $ 0 | $ 0 | 0 | (3,822,859) |
Balance, shares at Dec. 31, 2022 | 10,161 | 48,207,937 | 17,858 | |||
Balance, amount at Dec. 31, 2022 | 7,006,231 | $ 1,015 | $ 48,209 | $ 1,790 | 112,175,814 | (105,220,597) |
Balance, shares at Sep. 30, 2022 | 10,161 | 48,156,062 | 17,858 | |||
Balance, amount at Sep. 30, 2022 | 9,862,613 | $ 1,015 | $ 48,158 | $ 1,790 | 111,209,388 | (101,397,738) |
Balance, shares at Sep. 30, 2023 | 10,161 | 80,358,463 | 17,858 | |||
Balance, amount at Sep. 30, 2023 | 3,743,912 | $ 1,015 | $ 80,358 | $ 1,790 | 125,501,537 | (121,840,788) |
Stock compensation expense - employee options | $ 699,246 | 0 | 0 | 0 | 699,246 | 0 |
Issuance of common stock for stock option exercises, shares | 0 | |||||
Net loss | $ (3,446,624) | 0 | $ 0 | 0 | 0 | (3,446,624) |
Issuance of common stock for services, shares | 105,000 | |||||
Issuance of common stock for services, amount | 26,250 | 0 | $ 105 | 0 | 26,145 | 0 |
Deemed dividends on Series C and D Preferred Stock | 0 | 0 | $ 0 | 0 | 63,629 | (63,629) |
Isssuance of common stock for common stock offering, shares | 883,061 | |||||
Isssuance of common stock for common stock offering, amount | 203,105 | $ 0 | $ 884 | $ 0 | 202,221 | 0 |
Balance, shares at Dec. 31, 2023 | 10,161 | 81,346,524 | 17,858 | |||
Balance, amount at Dec. 31, 2023 | $ 1,225,889 | $ 1,015 | $ 81,347 | $ 1,790 | $ 126,492,778 | $ (125,351,041) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,446,624) | $ (3,822,859) |
Adjustments to reconcile net loss to net cash (used in) | ||
Depreciation and amortization | 18,724 | 103,160 |
Stock based compensation - stock option grants | 699,246 | 744,640 |
Issuance of common stock for services | 26,250 | 0 |
Amortization of operating lease right-of-use asset | 47,523 | 44,404 |
Interest expense for extension of notes and warrants | 0 | 206,994 |
Changes in operating assets and liabilities: | ||
Other long-term assets | (3,001) | (1,998) |
Operating lease right-of-use liability | (48,759) | (45,732) |
Accounts payable - trade and accrued expenses | (686,006) | (146,026) |
NET CASH (USED IN) OPERATING ACTIVITIES | (3,392,647) | (2,917,417) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of research and development equipment | (12,697) | (10,846) |
NET CASH (USED IN) INVESTING ACTIVITIES: | (12,697) | (10,846) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock offering, net | 203,105 | 0 |
Proceeds from issuance of common stock for stock options exercise | 0 | 2,343 |
Proceeds from issuance of common stock for warrant exercise | 0 | 12,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 203,105 | 14,843 |
NET (DECREASE) IN CASH AND CASH EQUIVALENTS | (3,202,239) | (2,913,420) |
CASH AND CASH EQUIVALENTS, beginning of period | 8,023,716 | 12,593,692 |
CASH AND CASH EQUIVALENTS, end of period | 4,821,477 | 9,680,272 |
Supplemental disclosures of cash flow information: | ||
Interest paid | 0 | 0 |
Taxes paid | 0 | 0 |
Supplemental disclosure of non-cash financing activity: | ||
Deemed dividends on Series C and D Preferred Stock | $ 63,629 | $ 0 |
ORGANIZATION
ORGANIZATION | 3 Months Ended |
Dec. 31, 2023 | |
ORGANIZATION | |
ORGANISATION | 1. ORGANIZATION Know Labs, Inc. (the “Company”) was incorporated under the laws of the State of Nevada in 1998. The Company currently has authorized 205,000,000 shares of capital stock, of which 200,000,000 are shares of voting common stock, par value $0.001 per share, and 5,000,000 are shares preferred stock, par value $0.001 per share. At the annual shareholder meeting held on October 15, 2021, the Company’s authorized shares of common stock were increased to 200,000,000 shares of voting common stock, par value $0.001 per share. The Company is focused on the development and commercialization of our proprietary sensor technology utilizing radio and microwave spectroscopy. When paired with our machine learning platform, our technology is capable of uniquely identifying and measuring almost any material or analyte using electromagnetic energy to detect, record, identify, and measure the unique “signature” of said materials or analytes. The first application of our sensor technology is in a product to non-invasively monitor blood glucose levels. Our device will provide the user with real-time information on their blood glucose levels. We recently announced our Generation 1 working prototype device. This device embodies the sensor which has been used in internal clinical testing. We have also announced the work our R&D team is performing on the development of Generation 2 of our device, which is a wearable format and may be a final form factor, ready for commercialization. That device will be utilized in expanded internal and external testing. The device may be refined over time and will require FDA clearance prior to entering the market. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Dec. 31, 2023 | |
LIQUIDITY AND GOING CONCERN | |
LIQUIDITY | 2. LIQUIDITY AND GOING CONCERN The Company has cash and cash equivalents of $4,821,477 and net working capital of $1,034,257 ($3,796,188 exclusive of convertible notes payable) as of December 31, 2023. The Company anticipates that it will record losses from operations for the foreseeable future. During the end of the quarter ended March 31, 2023, the Company made some adjustments to its staffing level and the impact of those adjustments, plus the departure of our chief technology and executive office, has significantly reduced our monthly burn rate. The Company will further adjust its cost structure if new debt or equity capital is not received. The Company’s ability to transition profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. The Company believes that it has enough available cash and flexibility with its operating expenses to operate until at least June 30, 2024. Based on current operating levels, the Company will need to raise additional funds by selling additional equity or incurring debt. To date, the Company has funded its operations primarily through issuance of equity securities, and proceeds from the exercise of warrants to purchase common stock and the sale of debt instruments. Additionally, future capital requirements will depend on many factors, including the rate of revenue growth, the selling price of the Company’s products, the expansion of sales and marketing activities, the timing and extent of spending on research and development efforts and the continuing market acceptance of the Company’s products. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the twelve months from the date of this Report. Management of the Company intends to raise additional funds through the issuance of equity securities or debt. The Company is currently working on some capital fund raising transactions. There can be no assurance that, in the event the Company requires additional financing, such financing will be available at terms acceptable to the Company, if at all. Failure to generate sufficient cash flows from operations, raise additional capital and reduce discretionary spending could have a material adverse effect on the Company’s ability to achieve its intended business objectives. As a result, the substantial doubt about the Company’s ability to continue as a going concern has not been alleviated. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The proceeds of warrants currently outstanding, which could be exercised on a cash basis, may generate potential proceeds of up to $16,008,327. The Company expects that portions of these warrants will be exercised but there is no guarantee any portion will be exercised. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | 3 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | |
SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS | 3. SIGNIFICANT ACCOUNTING POLICIES: ADOPTION OF ACCOUNTING STANDARDS Basis of Presentation Principles of Consolidation Cash and Cash Equivalents Property and Equipment Long-Lived Assets Revenue Recognition · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Research and Development Expenses The Company’s current research and development efforts are primarily focused on improving its radio frequency spectroscopy technology and its first focus on non-invasive monitoring of blood glucose levels; extending its capacity and developing new and unique applications for this technology. The Company believes that continued development of new and enhanced technologies is essential to its future success. The Company incurred expenses of $1,486,388 and $1,743,051 for the three months ended December 31, 2023 and 2022, respectively, on development activities. Advertising Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of December 31, 2023 and September 30, 2023 are based upon the short-term nature of the assets and liabilities. The fair value of the Company’s convertible notes payable are not readily available given the terms and conditions, including the conversion features, are complex. The Company has a money market account which is considered a Level 1 asset. The balance as of December 31, 2023 and September 30, 2023 was $4,787,378, and $7,836,393, respectively. No other assets or liabilities are required to be recorded at fair value on a recurring nature. Derivative Financial Instruments – The Company determined that the conversion features for purposes of bifurcation within its currently outstanding convertible notes payable were immaterial and there was no derivative liability to be recorded as of December 31, 2023 and September 30, 2023. Stock Based Compensation Convertible Securities Net Loss per Share As of December 31, 2023, the Company had 81,346,524 shares of common stock issued and outstanding. As of December 31, 2023, there were options outstanding for the purchase of 28,220,473 shares of our common stock (including unearned stock option grants totaling 4,179,825 shares related to performance targets), warrants for the purchase of 20,984,961 shares of our common stock, 8,108,356 shares of the Company’s common stock issuable, collectively, upon the conversion of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and approximately 3,201,534 shares of our common stock, collectively, reserved to pay accrued dividends on our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 shares of its common stock at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,761,931. Further, under the current terms of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and assuming no changes in the ownership thereof, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of common stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the December 31, 2023, calculation of net loss per share because their impact is antidilutive. As of December 31, 2022, the Company had 48,207,937 shares of common stock issued and outstanding. As of December 31, 2022, there were options outstanding for the purchase of 24,480,495 common shares (including unearned stock option grants totaling 9,704,620 shares related to performance targets), warrants for the purchase of 21,736,313 common shares, and 8,108,356 shares of our common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 common shares at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,255,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the December 31, 2022, calculation of net loss per share because their impact is antidilutive. Comprehensive loss Dividend Policy Use of Estimates Recent Accounting Pronouncements Based on the Company’s review of accounting standard updates recently issued, those standards not yet required to be adopted and proposed standards for the future, the Company does not believe such items are expected to have a significant impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
PROPERTY AND EQUIPMENT | 4. PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2023 and September 30, 2023 was comprised of the following: Estimated Useful Lives December 31, 2023 September 30, 2023 Machinery and equipment 2-3 years $ 226,027 $ 213,330 Furniture and fixtures 3 years 21,366 21,366 Less: accumulated depreciation (172,095 ) (153,371 ) $ 75,298 $ 81,325 Total depreciation expense was $18,724 and $103,160 for the three months ended December 31, 2023 and 2022, respectively. Equipment is used primarily for research and development purposes and accordingly $17,788 and $98,002 in depreciation is classified in research and development expenses during the three months ended December 31, 2023 and 2022, respectively. |
LEASES
LEASES | 3 Months Ended |
Dec. 31, 2023 | |
LEASES | |
LEASES | 5. LEASES The Company has entered into operating leases for office and development facilities which range from two to three years and include options to renew. The Company determines whether an arrangement is or contains a lease based upon the unique facts and circumstances at the inception of the lease. Operating lease liabilities and their corresponding right-of-use asses are recorded based upon the present value of the lease payments over the expected lease term. As of December 31, 2023 and September 30, 2023, total operating lease liabilities for remaining long term leases was approximately $106,000 and $155,000, respectively. Right of use assets totaled approximately $98,000 and $145,000 at December 31, 2023 and September 30, 2023, respectively. In the three months ended December 31, 2023 and 2022, the Company recognized $62,000 and $82,000, respectively in total lease costs for the leases. Because the rate implicit in each lease is not readily determinable, the Company uses its estimated incremental borrowing rate to determine the present value of the lease payments. The weighted average remaining lease term for the operating leases was 6 months at December 31, 2023 and the weighted average discount rate was 7%. The minimum future lease payments as of December 31, 2023 are as follows: Year Ended December 31, 2024 Total remaining payments $ 102,267 Less imputed interest 3,771 Total lease liability $ 106,038 |
CONVERTIBLE NOTES PAYABLE AND N
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | 3 Months Ended |
Dec. 31, 2023 | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | 6. CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE Convertible Promissory Notes with Clayton A. Struve The Company owes Clayton A. Struve, a significant stockholder, $1,301,005 under convertible promissory or OID notes. The Company recorded accrued interest of $95,952 and $94,062 as of December 31, 2023 and September 30, 2023, respectively. On December 7, 2022, the Company signed Amendments to the convertible promissory or OID notes, extending the due dates to September 30, 2023. On September 15, 2023, the due dates on the notes was further extended to September 30, 2024. The Company expensed $230,005 as loss on debt extinguishment during the year ended September 30, 2023 related to the extension of the notes. The Company recorded in convertible note payable the incremental value related to the conversion feature and as such, we recorded the extension value as an expense with an offset to convertible note payable. The extension value will be reclassified to equity upon conversion. Convertible Redeemable Promissory Notes with J3E2A2Z The Company owes Ronald P. Erickson and J3E2A2Z, an entity affiliated controlled by Ronald P. Erickson $1,460,926 under convertible promissory notes. On March 16, 2018, the Company entered into a Note and Account Payable Conversion Agreement pursuant to which (a) all $664,233 currently owing under the J3E2A2Z Notes was converted to a Convertible Redeemable Promissory Note in the principal amount of $664,233, and (b) all $519,833 of the J3E2A2Z Account Payable was converted into a Convertible Redeemable Promissory Note in the principal amount of $519,833 together with a warrant to purchase up to 1,039,666 shares of common stock of our for a period of five years. The initial exercise price of the warrants described above is $0.50 per share, also subject to certain adjustments. The Company recorded accrued interest of $196,241 and $218,334 as of December 31, 2023 and September 30, 2023, respectively. On December 7, 2022, the Company approved Amendments to the convertible redeemable promissory notes with Ronald P. Erickson and J3E2A2Z, extending the due dates to January 30, 2023. On January 25, 2023, the Company approved Amendments to the convertible redeemable promissory notes with Ronald P. Erickson and J3E2A2Z, extending the due dates to September 30, 2023. On September 15, 2023, the due dates on the notes was further extended to September 30, 2024. The Company expensed $276,860 as interest during the year ended September 30, 2023 related to the extension of the notes. The Company recorded in convertible note payable the incremental value related to the conversion feature and as such, we recorded the extension value as an expense with an offset to convertible note payable. The extension value will be amortized to equity upon conversion. Convertible notes payable as of December 31, 2023 and September 30, 2023 are summarized below: December 31, 2023 September 30, 2023 Convertible note- Clayton A. Struve $ 1,301,005 $ 1,301,005 Convertible note- Ronald P. Erickson and affiliates 1,460,926 1,460,926 $ 2,761,931 $ 2,761,931 |
EQUITY
EQUITY | 3 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
EQUITY | 7. EQUITY The following description summarizes important terms of the classes of our capital stock as of December 31, 2023. Authorized Capital Stock · 200,000,000 shares of common stock, par value $0.001 per share; and · 5,000,000 shares of “blank check” preferred stock, par value $0.001 per share, of which: · 30,000 shares have been designated as our Series C Convertible Preferred Stock, $0.001 par value per share; and · 20,000 shares have been designated as our Series D Convertible Preferred Stock, $0.001 par value per share. Outstanding Shares of Capital Stock · 81,346,524 shares of common stock issued and outstanding, held by holders of record; · 17,858 shares of Series C Convertible Preferred Stock issued and outstanding, held by one holder of record; and · 10,161 shares of Series D Convertible Preferred Stock issued and outstanding, held by one holder of record. Securities Subject to Price Adjustments If in the future, the Company sells its common stock at a price below $0.25 per share, the conversion price of our outstanding shares of series C convertible preferred stock and series D convertible preferred stock would adjust below $0.25 per share pursuant to the documents governing such instruments. In addition, the conversion price of the convertible promissory notes referred to above and the exercise price of certain outstanding warrants to purchase 7,684,381 shares of common stock would adjust below $0.25 per share pursuant to the documents governing such instruments. Series C and D Preferred Stock, Warrants and Dividends On August 5, 2016, the Company closed a Series C Preferred Stock and Warrant Purchase Agreement with Clayton A. Struve, an accredited investor for the purchase of $1,250,000 of preferred stock with a conversion price of $0.70 per share. The preferred stock has a cumulative dividend of 8% and an ownership blocker of 4.99%. Dividends are due and payable in cash when declared by the Company or when the stock is converted. Series C Preferred stock is senior to Series D Preferred stock and is entitled to receive equal dividends paid to Series D. In addition, Mr. Struve received a five-year warrant to acquire 1,785,714 shares of common stock at $0.70 per share. On August 14, 2017, the price of the Series C Stock and warrant and its conversion price, were adjusted to $0.25 per share pursuant to the documents governing such instruments. As of December 31, 2023, Mr. Struve owns all of the 17,858 issued and outstanding shares of Series C Preferred Stock. Each holder of Preferred Series C is allowed to vote as a common shareholder as if the shares were converted to common stock up to the ownership blocker of 4.99%. In 2017 the Company closed a $750,000 Series D Preferred Stock and Warrant offering with Mr. Struve. As of December 31, 2023, Mr. Struve owns all of the 10,161 issued and outstanding shares of Series D Preferred Stock. Each outstanding share of series D preferred stock will accrue cumulative cash dividends at a rate equal to 8.0% per annum, subject to adjustment as provided in the series D preferred stock certificate of designations. Dividends are due and payable in cash when declared by the Company or when the stock is converted. In addition, On August 14, 2017, the price of the Series D Preferred Stock were adjusted to $0.25 per share pursuant to the documents governing such instruments. Each holder of Preferred Series D is allowed to vote as a common shareholder as if the shares were converted to common stock up to the ownership blocker of 4.99%. In August, 2023, as part of a modification of the Series C and Series D Preferred certificates of designation, such preferred stock does not accrue or pay cash dividends. All future dividends will be accrued and paid in Series C or Series D stock, as applicable. As was the case prior to the modifications of the Series C and Series D preferred stock, although accrual of dividends is required as described below, no dividends are actually paid, and no shares actually issued, until a conversion of such stock or declaration of the dividend by the Board of Directors. Additionally, the Series D Preferred stock will no longer be required to automatically convert to common stock based on listing of the Company’s common stock on the NYSE American, except if the volume weighted average price of the common stock is at least $2.50 per share for 20 trading days and certain other requirements are satisfied. The cumulative dividends accrued and paid in preferred stock will be determined based upon a $.70 stated value. The conversion from preferred stock into common stock is determined based dividing the $0.70 stated value by the $0.25 conversion price. In June, 2023, as part of the anticipated modification of the certificates of designation of the Series C and Series D preferred stock, at Mr. Struve’s request, the Company settled all cash dividends with respect to the Series D preferred stock accrued and accumulated through December 31, 2022 in exchange for the issuance to Mr. Struve of 1,402,784 shares of the Company’s common stock in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. In connection with this transaction, the Company recorded $1,627,230 in dividends, representing the fair market value of the 1,402,784 shares issued. Based upon the modified terms and conditions of Series C and D certificates of designations, it was determined that Series C and D preferred dividends need to be accreted going forward. As of December 31, 2023, cumulative unpaid Series C and D dividends totaled approximately $800,000, which on a converted-to-common-stock basis represents approximately 3,202,000 shares of common stock. Company has recorded $3,590,283 in cumulative deemed dividends related to Series C and D Preferred Stock which have not been paid, net of the approximately $351,000 of accumulated dividends with respect to the Series D preferred that were settled for 1,402,784 shares of common stock as noted above. Mr. Struve is subject to an ownership blocker limiting his ownership to 4.99% and thus the number of common shares he can receive for dividends. Unpaid accreted stock dividends will be issued to Mr. Struve if he converts preferred stock or if the Board declares a dividend thereon, limited to his 4.99% ownership blocker. Assuming no changes in the amount of outstanding Preferred Series C or D ownership, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of common stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. Common Stock Each share of common stock entitles its holder to one vote on each matter submitted to the stockholders for a vote, and no cumulative voting for directors is permitted. Stockholders do not have any preemptive rights to acquire additional securities issued by the Company. Three Months Ended December 31, 2023 On October 10, 2023, the Company issued 105,000 fully vested stock awards total to three directors at an exercise price of $0.25 per share for director services. On October 26, 2023, the Company closed an offering of our common stock pursuant to which we sold 883,061 shares of common stock, at a purchase price of $0.25 per share. After deducting underwriting commissions and other offering expenses, the Company received net proceeds of $203,105. Warrants to Purchase Common Stock Three Months Ended December 31, 2023 On September 29, 2023, pursuant to the Underwriting Agreement, the Company issued common stock purchase warrants to Boustead Securities, LLC and The Benchmark Company, LLC to purchase an aggregate of 123,648 shares of Common Stock at an exercise price of $0.25 per share, subject to adjustments. The Representatives’ Warrants are immediately exercisable, and may be exercised at any time and from time to time, in whole or in part, until September 26, 2028 and may be exercised on a cashless basis. The Representatives’ Warrants also include customary anti-dilution provisions and immediate piggyback registration rights with respect to the registration of the shares underlying the Representatives’ Warrants. The warrants were valued at $20,896 and recorded in additional paid in capital as costs from common stock offering. Warrants to purchase 5,000 shares of common stock at $0.25 per share were forfeited. A summary of the warrants outstanding as of December 31, 2023 were as follows: Weighted Average Exercise Shares Price Outstanding October 1, 2023 20,866,313 $ 1.063 Issued 123,648 0.250 Exercised - - Forfeited (5,000 ) (0.250 ) Expired - - Outstanding at end of period 20,984,961 $ 1.059 Exercisable at end of period 20,984,961 The following table summarizes information about warrants outstanding and exercisable as of December 31, 2023: Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exercisable Price 9,768,029 1.95 $ 0.250 9,768,029 $ 0.250 6,512,207 1.12 1.20-1.85 6,512,207 1.20-1.85 4,694,725 2.34 2.00-3.00 4,694,725 2.00-3.00 10,000 0.18 4.080 10,000 4.080 20,984,961 1.83 $ 1.059 20,984,961 $ 1.059 The significant weighted average assumptions relating to the valuation of the Company’s warrants for the three months ended December 31, 2023 were as follows: Dividend yield 0 % Expected life 3 years Expected volatility 108 % Risk free interest rate 4.79 % There were vested warrants of 20,984,961 with an aggregate intrinsic value of $2,539,688. |
STOCK INCENTIVE PLANS
STOCK INCENTIVE PLANS | 3 Months Ended |
Dec. 31, 2023 | |
STOCK INCENTIVE PLANS | |
STOCK INCENTIVE PLANS | 8. STOCK INCENTIVE PLANS On August 12, 2021, the Company established its 2021 Equity Incentive Plan (the “2021 Plan”), which was adopted by stockholders on October 15, 2021. The Company initially had 20,000,000 shares of its common stock authorized as the maximum number of shares of common stock that may be delivered to participants under the 2021 Plan, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. This number was increased to 22,000,000 shares of common stock as of January 1, 2022 as a result of the automatic share reserve increase described below. Three Months Ended December 31, 2023 During the three months ended December 31, 2023, the Company issued stock option grants to twenty six employees and consultants for 13,909,315 shares at an average exercise price of $0.256 per share. The stock option grants expire in five years. The stock option grants primarily vest quarterly over two to four years. During the three months ended December 31, 2023, stock option grants for 195,000 shares at an average exercise price of $2.019 per share were forfeited. Stock option activity for the three months ended December 31, 2023 and the years ended September 30, 2023 and 2022 was as follows: Weighted Average Options Exercise Price Proceed $ Outstanding as of October 1, 2021 15,315,120 $ 1.565 $ 23,964,509 Granted 6,636,000 1.815 12,045,330 Exercised (26,293 ) (1.376 ) (36,170 ) Forfeitures (1,132,457 ) (2.057 ) (2,329,267 ) Outstanding as of September 30, 2022 20,792,370 1.618 33,644,402 Granted 4,158,333 1.381 5,744,716 Exercised (166,890 ) (0.273 ) (45,473 ) Forfeitures (10,277,655 ) (1.647 ) (16,923,131 ) Outstanding as of September 30, 2023 14,506,158 1.546 22,420,514 Granted 13,909,315 0.256 3,555,929 Exercised - - - Forfeitures (195,000 ) (2.019 ) (393,650 ) Outstanding as of December 31, 2023 28,220,473 $ 0.907 $ 25,582,793 The following table summarizes information about stock options outstanding and exercisable as of December 31, 2023: Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Outstanding Exercisable Exercisable $0.25-0.51 13,909,315 4.78 $ 0.256 535,251 $ 0.267 $0.88-1.25 2,161,875 2.91 0.172 1,935,625 3.989 $1.28 - 1.67 9,684,283 3.02 1.473 3,144,458 1.418 $1.79-3.67 2,465,000 3.06 2.181 1,210,000 2.137 28,220,473 3.88 $ 0.907 6,825,334 $ 1.134 There are stock option grants of 28,220,473 shares as of December 31, 2023 with an aggregate intrinsic value of $4,269,089. There are 28,220,473 (including unearned stock option grants totaling 4,179,825 shares related to performance milestones) options to purchase common stock at an average exercise price of $0.907 per share outstanding as of December 31, 2023 under the 2021 Plan. The Company recorded $699,246 and $744,640 of compensation expense, net of related tax effects, relative to stock options for the three months ended December 31, 2023 and 2022, respectively, in accordance with ASC 718. As of December 31, 2023, there is $6,569,469 of total unrecognized costs related to employee granted stock options that are not vested. These costs are expected to be recognized over a period of approximately 3.88 years. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Dec. 31, 2023 | |
INCOME TAXES | |
INCOME TAXES | 9. INCOME TAXES The Company recorded a provision for income taxes of $0 for the three months ended December 31, 2023 and 2022. The Company’s effective tax rate was 0.0% for the three months ended December 31, 2023 and 2022. The difference between the effective tax rate and the federal statutory tax rate primarily relates to the valuation allowance on the Company’s deferred tax assets. For interim periods, the Company estimates its annual effective income tax rate and applies the estimated rate to the year-to-date income or loss before income taxes. The Company also computes the tax provision or benefit related to items reported separately and recognizes the items net of their related tax effect in the interim periods in which they occur. The Company also recognizes the effect of changes in enacted tax laws or rates in the interim periods in which the changes occur. As of December 31, 2023 and 2022, the Company retains a full valuation allowance on its deferred tax assets. The realization of the Company’s deferred tax assets depends primarily on its ability to generate taxable income in future periods. The amount of deferred tax assets considered realizable in future periods may change as management continues to reassess the underlying factors it uses in estimating future taxable income. |
SIGNIFICANT AND OTHER TRANSACTI
SIGNIFICANT AND OTHER TRANSACTIONS WITH RELATED PARTIES | 3 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT AND OTHER TRANSACTIONS WITH RELATED PARTIES | |
OTHER SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES | 10. SIGNIFICANT AND OTHER TRANSACTIONS WITH RELATED PARTIES Transactions with Clayton Struve See Notes 6 and 7 for related party transactions with Clayton A. Struve, a significant stockholder. On June 27, 2023, at Mr. Struve’s request, the Company settled all cash dividends with respect to the Series D preferred stock accrued and accumulated through December 31, 2022 in exchange for the issuance to Mr. Struve of 1,402,784 shares of the Company’s common stock in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. In connection with this transaction, the Company recorded $1,627,230 in dividends, representing the fair market value of the 1,402,784 shares issued. Related Party Transactions with Ronald P. Erickson See Notes 6, 7 and 11 for related party transactions with Ronald P. Erickson, the Company’s Chairman and Chief Executive Officer and affiliated entities. On October 10, 2023, the Company issued a stock option grant to Ronald P. Erickson for 4,640,844 shares at an exercise price of $0.25 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years. Related Party Transactions with Peter J. Conley, Chief Financial Officer and Senior Vice President, Intellectual Property On October 10, 2023, the Company issued a stock option grant to Peter J. Conley for 3,001,000 shares at an exercise price of $0.25 per share. The stock option grant expires in five years. The stock option grant vests quarterly over four years. Related Party Transactions with Directors On October 10, 2023, the Company issued 105,000 fully vested stock awards total to three directors at an exercise price of $0.25 per share for director services. On October 10, 2023, the Company issued stock option grants to three directors for a total of 238,584 shares at an exercise price of $0.25 per share. The stock option grant expires in five years. The stock option grants vested at issuance. |
COMMITMENTS CONTINGENCIES AND L
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS | 3 Months Ended |
Dec. 31, 2023 | |
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS | |
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS | 11. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS Legal Proceedings The Company may from time to time become a party to various legal proceedings arising in the ordinary course of business. The Company is currently not a party to any pending legal proceeding that is not ordinary routine litigation incidental to the Company’s business. Employment and Related Agreements Employment Agreement with Ronald P. Erickson, Chairman of the Board and Chief Executive Officer See the Employment Agreement for Ronald P. Erickson that was disclosed in Form 10-K filed with the SEC on December 19, 2023. Mr. Erickson was appointed Chief Executive Officer on January 23, 2023. Employment Agreement with Peter J. Conley, Chief Financial Officer and Senior Vice President, Intellectual Property See the Employment Agreement for Peter J. Conley that was disclosed in Form 10-K filed with the SEC on December 19, 2023. Properties and Operating Leases The Company is obligated under the following leases for its various facilities. Corporate and Executive Offices On April 13, 2017, the Company leased its executive office located at 500 Union Street, Suite 810, Seattle, Washington, USA, 98101. The Company leases 943 square feet and the current net monthly payment is $3,334. The monthly payment increases approximately 3% each year and the lease expired on May 31, 2022. On October 31, 2021, the Company extended the lease from June 1, 2022 to May 31, 2023 at $2,986 per month. On April 26, 2023, the Company extended the lease from June 1, 2023 to May 31, 2024 at $2,908. Lab Facilities and Executive Offices On May 18, 2021, the Company entered into a lease for its lab facilities located at 914 E Pine Street, Suite 212, Seattle, WA 98122 and leased 2,642 square feet. The net monthly lease payment was $8,697 and increases by 3% annually. The lease was terminated on February 5, 2024. On October 11, 2021, the Company entered into the First Amendment of Lease and added 2,485 square feet for $5,000 per month. On September 20, 2022, the Company entered into the Second Amendment of Lease for additional space. The expanded space will be utilized for research and testing. The Amendment of Lease expired on December 31, 2023. On November 22, 2022, the Company leased an additional 1,800 square feet of lab facilities at 123 Boylston Ave, Suite C, Seattle, WA 98102 with a net monthly payment is $2,250. The lease was set to expire on November 21, 2023 and has been extended on a month-to-month basis. During the year ended September 30, 2024, the Company expects to consolidate all offices into one location in downtown Seattle, Washington. |
SEGMENT REPORTING
SEGMENT REPORTING | 3 Months Ended |
Dec. 31, 2023 | |
SEGMENT REPORTING | |
SEGMENT REPORTING | 12. SEGMENT REPORTING The Company considers the business to currently have one operating segment; the development of its radio frequency spectroscopy technology with a first focus on non-invasively ascertaining blood glucose levels. Previously, two subsidiary segments were active; (i) Particle, Inc. technology; and (ii) AI Mind sales of NFT products. On April 30, 2020, the Company incorporated Particle, Inc. in the State of Nevada. Particle was focused on the development and commercialization of the Company’s extensive intellectual property relating to electromagnetic energy outside of the medical diagnostic arena which remains the parent company’s singular focus. Since incorporation, Particle has engaged in research and development activities on threaded light bulbs that have a warm white light and can inactivate germs, including bacteria and viruses. It is seeking partners to take the product to market. AI Mind commenced operations during the year ended September 30, 2021. The Company was dissolved on July 25, 2023. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Dec. 31, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 13. SUBSEQUENT EVENTS The Company evaluated subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements were issued. Subsequent to December 31, 2023, there were the material transactions that require disclosure: On February 5, 2024, the Company terminated a lease for its lab facilities located at 914 E Pine Street, Suite 212, Seattle, WA 98122. On February 8, 2024, the Company issued the following compensation to directors for 2023 and 2024 services: Stock option grants totaling 2,371,233 at $0.49 per share. The grants are fully vested and expire in five years. Stock awards totaling 348,492 shares of the Company’s common stock that were valued at $0.49 per share. On February 8, 2024, Company extended the following warrants: Warrants to purchase common stock totaling 1,243,102 shares and due to expire in 2024 were extended by two years. Warrants to purchase common stock for Ronald P. Erickson and parties affiliated with Mr. Erickson totaling 1,894,666 shares and due to expire on January 30, 2024 were extended by two years. |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Policies) | 3 Months Ended |
Dec. 31, 2023 | |
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS | |
Basis of Presentation | Basis of Presentation |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment |
Long-Lived Assets | Long-Lived Assets |
Revenue Recognition | Revenue Recognition · identification of the contract, or contracts, with the customer; · identification of the performance obligations in the contract; · determination of the transaction price; · allocation of the transaction price to the performance obligations in the contract; and · recognition of the revenue when, or as, the Company satisfies a performance obligation. Revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. |
Research and Development Expenses | Research and Development Expenses The Company’s current research and development efforts are primarily focused on improving its radio frequency spectroscopy technology and its first focus on non-invasive monitoring of blood glucose levels; extending its capacity and developing new and unique applications for this technology. The Company believes that continued development of new and enhanced technologies is essential to its future success. The Company incurred expenses of $1,486,388 and $1,743,051 for the three months ended December 31, 2023 and 2022, respectively, on development activities. |
Advertising | Advertising |
Fair Value Measurements and Financial Instruments | Fair Value Measurements and Financial Instruments Fair Value Measurement and Disclosures Level 1 – Quoted prices in active markets for identical assets and liabilities; Level 2 – Inputs other than level one inputs that are either directly or indirectly observable; and Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The recorded value of other financial assets and liabilities, which consist primarily of cash and cash equivalents, accounts receivable, other current assets, accounts payable and accrued expenses approximate the fair value of the respective assets and liabilities as of December 31, 2023 and September 30, 2023 are based upon the short-term nature of the assets and liabilities. The fair value of the Company’s convertible notes payable are not readily available given the terms and conditions, including the conversion features, are complex. The Company has a money market account which is considered a Level 1 asset. The balance as of December 31, 2023 and September 30, 2023 was $4,787,378, and $7,836,393, respectively. No other assets or liabilities are required to be recorded at fair value on a recurring nature. |
Derivative Financial Instruments | Derivative Financial Instruments – The Company determined that the conversion features for purposes of bifurcation within its currently outstanding convertible notes payable were immaterial and there was no derivative liability to be recorded as of December 31, 2023 and September 30, 2023. |
Stock Based Compensation | Stock Based Compensation |
Convertible Securities | Convertible Securities |
Net Loss per Share | Net Loss per Share As of December 31, 2023, the Company had 81,346,524 shares of common stock issued and outstanding. As of December 31, 2023, there were options outstanding for the purchase of 28,220,473 shares of our common stock (including unearned stock option grants totaling 4,179,825 shares related to performance targets), warrants for the purchase of 20,984,961 shares of our common stock, 8,108,356 shares of the Company’s common stock issuable, collectively, upon the conversion of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and approximately 3,201,534 shares of our common stock, collectively, reserved to pay accrued dividends on our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 shares of its common stock at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,761,931. Further, under the current terms of our Series C Convertible Preferred Stock and Series D Convertible Preferred Stock, and assuming no changes in the ownership thereof, going forward on a quarterly basis the Company will accrete as a preferred dividend the value of approximately 160,000 shares of common stock, which are issuable if such dividends become payable as additional shares of preferred stock, and such preferred stock is then converted into common stock. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the December 31, 2023, calculation of net loss per share because their impact is antidilutive. As of December 31, 2022, the Company had 48,207,937 shares of common stock issued and outstanding. As of December 31, 2022, there were options outstanding for the purchase of 24,480,495 common shares (including unearned stock option grants totaling 9,704,620 shares related to performance targets), warrants for the purchase of 21,736,313 common shares, and 8,108,356 shares of our common stock issuable upon the conversion of Series C and Series D Convertible Preferred Stock. In addition, the Company currently has 9,020,264 common shares at the current price of $0.25 per share reserved and are issuable upon conversion of convertible debentures of $2,255,066. All of the foregoing shares could potentially dilute future earnings per share but are excluded from the December 31, 2022, calculation of net loss per share because their impact is antidilutive. |
Comprehensive Loss | Comprehensive loss |
Dividend Policy | Dividend Policy |
Use of Estimates | Use of Estimates |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Based on the Company’s review of accounting standard updates recently issued, those standards not yet required to be adopted and proposed standards for the future, the Company does not believe such items are expected to have a significant impact on the Company’s consolidated financial statements. |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
PROPERTY AND EQUIPMENT | |
Schedule of Property and equipment | Estimated Useful Lives December 31, 2023 September 30, 2023 Machinery and equipment 2-3 years $ 226,027 $ 213,330 Furniture and fixtures 3 years 21,366 21,366 Less: accumulated depreciation (172,095 ) (153,371 ) $ 75,298 $ 81,325 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
LEASES | |
Summary of minimum future lease payments | Year Ended December 31, 2024 Total remaining payments $ 102,267 Less imputed interest 3,771 Total lease liability $ 106,038 |
CONVERTIBLE NOTES PAYABLE AND_2
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE | |
Schedule of convertible notes payable | December 31, 2023 September 30, 2023 Convertible note- Clayton A. Struve $ 1,301,005 $ 1,301,005 Convertible note- Ronald P. Erickson and affiliates 1,460,926 1,460,926 $ 2,761,931 $ 2,761,931 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
Schedule of Warrant activity | Weighted Average Exercise Shares Price Outstanding October 1, 2023 20,866,313 $ 1.063 Issued 123,648 0.250 Exercised - - Forfeited (5,000 ) (0.250 ) Expired - - Outstanding at end of period 20,984,961 $ 1.059 Exercisable at end of period 20,984,961 |
Schedule of Warrants outstanding and exercisable | Weighted Weighted Weighted Average Average Average Number of Remaining Exercise Shares Exercise Warrants Life ( In Years) Price Exercisable Price 9,768,029 1.95 $ 0.250 9,768,029 $ 0.250 6,512,207 1.12 1.20-1.85 6,512,207 1.20-1.85 4,694,725 2.34 2.00-3.00 4,694,725 2.00-3.00 10,000 0.18 4.080 10,000 4.080 20,984,961 1.83 $ 1.059 20,984,961 $ 1.059 |
Schedule of weighted average assumptions | Dividend yield 0 % Expected life 3 years Expected volatility 108 % Risk free interest rate 4.79 % |
STOCK INCENTIVE PLANS (Tables)
STOCK INCENTIVE PLANS (Tables) | 3 Months Ended |
Dec. 31, 2023 | |
STOCK INCENTIVE PLANS | |
Schedule of Stock option activity | Weighted Average Options Exercise Price Proceed $ Outstanding as of October 1, 2021 15,315,120 $ 1.565 $ 23,964,509 Granted 6,636,000 1.815 12,045,330 Exercised (26,293 ) (1.376 ) (36,170 ) Forfeitures (1,132,457 ) (2.057 ) (2,329,267 ) Outstanding as of September 30, 2022 20,792,370 1.618 33,644,402 Granted 4,158,333 1.381 5,744,716 Exercised (166,890 ) (0.273 ) (45,473 ) Forfeitures (10,277,655 ) (1.647 ) (16,923,131 ) Outstanding as of September 30, 2023 14,506,158 1.546 22,420,514 Granted 13,909,315 0.256 3,555,929 Exercised - - - Forfeitures (195,000 ) (2.019 ) (393,650 ) Outstanding as of December 31, 2023 28,220,473 $ 0.907 $ 25,582,793 |
Schedule of Stock options outstanding and exercisable | Weighted Weighted Weighted Average Average Average Range of Number Remaining Life Exercise Price Number Exercise Price Exercise Prices Outstanding In Years Outstanding Exercisable Exercisable $0.25-0.51 13,909,315 4.78 $ 0.256 535,251 $ 0.267 $0.88-1.25 2,161,875 2.91 0.172 1,935,625 3.989 $1.28 - 1.67 9,684,283 3.02 1.473 3,144,458 1.418 $1.79-3.67 2,465,000 3.06 2.181 1,210,000 2.137 28,220,473 3.88 $ 0.907 6,825,334 $ 1.134 |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) - $ / shares | Dec. 31, 2023 | Sep. 30, 2023 | Oct. 15, 2021 |
ORGANIZATION | |||
Authorized shares of capital stock | 205,000,000 | ||
Authorized shares of capital common stock | 200,000,000 | ||
Authorized shares of capital stock par value | $ 0.001 | $ 0.001 | |
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock share par value | $ 0.001 | $ 0.001 | $ 0.001 |
Authorized common stock increased | 200,000,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) | 3 Months Ended |
Dec. 31, 2023 USD ($) | |
LIQUIDITY AND GOING CONCERN | |
Cash and cash equivalents | $ 4,821,477 |
Net proceed from warrants | 16,008,327 |
Net working capital | 1,034,257 |
Convertible notes payable | $ 3,796,188 |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES ADOPTION OF ACCOUNTING STANDARDS (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
FDIC insurance | $ 250,000 | |||
Preferred dividend | 160,000 | |||
Options outstanding | 28,220,473 | 24,480,495 | ||
Research and development expense | $ 1,486,388 | $ 1,743,051 | ||
Advertising and marketing costs | 45,500 | $ 51,084 | ||
Money market accounts | $ 4,787,378 | $ 7,836,393 | ||
Common stock shares issued | 81,346,524 | 48,207,937 | 80,358,463 | |
Common stock shares outstanding | 81,346,524 | 48,207,937 | ||
Issuable upon conversion of convertible debentures | 2,761,931 | 2,255,066 | ||
Common shares current price per share | $ 0.256 | |||
Leasehold Improvements | ||||
Estimated useful lives of assets | 5 years | |||
Minimum | ||||
Estimated useful lives of assets | 2 years | |||
Maximum | ||||
Estimated useful lives of assets | 5 years | |||
Stock Option 1 [Member] | ||||
Unearned stock option grants | 4,179,825 | 9,704,620 | ||
Warrants | ||||
Antidilutive securities | 20,984,961 | 21,736,313 | ||
Convertible Preferred Stock | ||||
Common stock shares outstanding | 9,020,264 | 9,020,264 | ||
Antidilutive securities | 8,108,356 | 8,108,356 | ||
Common shares current price per share | $ 0.25 | $ 0.25 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | ||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Machinery and equipment | $ 226,027 | $ 213,330 | |
Furniture and fixtures | 21,366 | 21,366 | |
Less: accumulated depreciation | (172,095) | (153,371) | |
Property and equipment, net | $ 75,298 | $ 81,325 | $ 81,325 |
Furniture and fixtures | |||
Estimated useful life | 3 years | ||
Minimum | |||
Estimated useful life | 2 years | ||
Maximum | |||
Estimated useful life | 3 years |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Depreciation expense | $ 18,724 | $ 103,160 |
Research And Development And Sellings General And Administrative [Mmber] | ||
Depreciation expense | $ 17,788 | $ 98,002 |
LEASES (Details)
LEASES (Details) | Dec. 31, 2023 USD ($) |
LEASES | |
Total Remaining Payments | $ 102,267 |
Less imputed interest | (3,771) |
Total lease liability | $ 106,038 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
LEASES | ||||
Lease cost | $ 62,000 | $ 82,000 | ||
Operating lease liability | 106,000 | $ 155,000 | ||
Right-of-use assets | $ 98,000 | $ 145,000 | ||
Weighted-average remaining lease term | 6 months | |||
Weighted-average discount rate | 7% |
CONVERTIBLE NOTES PAYABLE AND_3
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details) - USD ($) | Dec. 31, 2023 | Sep. 30, 2023 |
Convertible notes, net | $ 2,761,931 | $ 2,761,931 |
Convertibles Note - Clayton A. Struve | ||
Convertible notes, gross | 1,301,005 | 1,301,005 |
Convertibles Note - Ronald P. Erickson and Affiliates | ||
Convertible notes, gross | $ 1,460,926 | $ 1,460,926 |
CONVERTIBLE NOTES PAYABLE AND_4
CONVERTIBLE NOTES PAYABLE AND NOTE PAYABLE (Details Narrative) - USD ($) | 12 Months Ended | ||
Sep. 30, 2023 | Dec. 31, 2023 | Mar. 16, 2018 | |
Loss on debt extinguishment | $ 230,005 | ||
Accrued interest | 94,062 | $ 95,952 | |
Convertible Note - Clayton A. Struve | |||
Loss on debt extinguishment | 276,860 | ||
Accrued interest | $ 218,334 | 196,241 | |
Convertible promissory or OID notes | $ 1,301,005 | ||
Convertible Note - Ronald P. Erickson and Affiliates | |||
Warrant to purchase common stock shares | 1,039,666 | ||
Exercise price of warrants | $ 0.50 | ||
Convertible promissory notes | $ 1,460,926 | ||
Convertible Note - J3E2A2Z Account Payable | |||
Convertible redeemable promissory note amount | 519,833 | ||
Convertible redeemable promissory note principal amount | 519,833 | ||
Convertible Note - J3E2A2Z Notes | |||
Convertible redeemable promissory note amount | 664,233 | ||
Convertible redeemable promissory note principal amount | $ 664,233 |
EQUITY (Details)
EQUITY (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Dec. 31, 2023 | Sep. 30, 2023 | |
Shares | ||
Share Outstanding at beginning of period | 20,866,313 | 21,786,313 |
Issued | 123,648 | |
Exercised | 0 | |
Forfeited | (5,000) | |
Expired | 0 | |
Outstanding at end of period | 20,984,961 | |
Exercisable at end of period | 20,984,961 | 20,886,313 |
Weighted Average Exercise Price: | ||
Outstanding at begin of period | $ 1.063 | $ 1.029 |
Weighted Average Exercise Price Issued | 0.250 | |
Weighted Average Exercise Price Exercised | 0 | |
Weighted Average Exercise Price Forfeited | 0.250 | |
Weighted Average Exercise PriceExpired | 0 | |
Outstanding at end of period | $ 1.059 | $ 1.103 |
EQUITY (Details 1)
EQUITY (Details 1) | 3 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of warrants | shares | 28,220,473 |
Weighted average exercise price, outstanding | $ 1.134 |
Shares exercisable | shares | 6,825,334 |
Warrant Total [Member] | |
Number of warrants | shares | 20,984,961 |
Weighted average remaining life (years) | 1 year 9 months 29 days |
Weighted average exercise price, outstanding | $ 1.059 |
Shares exercisable | shares | 20,984,961 |
Weighted average exercise price, exercisable | $ 1.059 |
Warrant One [Member] | |
Number of warrants | shares | 9,768,029 |
Weighted average remaining life (years) | 1 year 11 months 12 days |
Weighted average exercise price, outstanding | $ 0.250 |
Shares exercisable | shares | 9,768,029 |
Weighted average exercise price, exercisable | $ 0.250 |
Warrant Two [Member] | |
Number of warrants | shares | 6,512,207 |
Weighted average remaining life (years) | 1 year 1 month 13 days |
Shares exercisable | shares | 6,512,207 |
Warrant Two [Member] | Minimum | |
Weighted average exercise price, outstanding | $ 1.20 |
Weighted average exercise price, exercisable | 1.20 |
Warrant Two [Member] | Maximum | |
Weighted average exercise price, outstanding | 1.85 |
Weighted average exercise price, exercisable | $ 1.85 |
Warrant Three [Member] | |
Number of warrants | shares | 4,694,725 |
Weighted average remaining life (years) | 2 years 4 months 2 days |
Shares exercisable | shares | 4,694,725 |
Warrant Three [Member] | Minimum | |
Weighted average exercise price, outstanding | $ 2 |
Weighted average exercise price, exercisable | 2 |
Warrant Three [Member] | Maximum | |
Weighted average exercise price, outstanding | 3 |
Weighted average exercise price, exercisable | $ 3 |
Warrant Four [Member] | |
Number of warrants | shares | 10,000 |
Weighted average remaining life (years) | 2 months 4 days |
Weighted average exercise price, outstanding | $ 4.080 |
Shares exercisable | shares | 10,000 |
EQUITY (Details 2)
EQUITY (Details 2) | 3 Months Ended |
Dec. 31, 2023 | |
EQUITY | |
Dividend yield | 0% |
Expected life | 3 years |
Expected volatility | 108% |
Risk free interest rate | 4.79% |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||
Aug. 05, 2016 | Oct. 26, 2023 | Sep. 29, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Oct. 15, 2021 | Aug. 14, 2017 | |
Weighted Average Exercise Price Issued | $ 0.250 | ||||||||
Share issued price | $ 0.25 | ||||||||
Common stock shares value | $ 81,347 | $ 80,358 | |||||||
Intrinsic value | 2,539,688 | ||||||||
Money warrants | $ 20,984,961 | ||||||||
Common Stock Share Price per shares | $ 0.001 | $ 0.001 | |||||||
Shrare issued warrant to purchased | 7,684,381 | ||||||||
Preferred stock share par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Common stock share issued | 81,346,524 | 48,207,937 | 80,358,463 | ||||||
Net proceeds from sale | $ 203,105 | $ 0 | $ 8,280,000 | ||||||
Preferred stock shares authorized | 5,000,000 | 5,000,000 | |||||||
Common stock shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||
Warrants to Purchase Common Stock [Member] | |||||||||
Warrants to purchase common stock | 5,000 | ||||||||
Series C PreferredStockMember | |||||||||
Adjusted conversion price | $ 0.25 | ||||||||
Series D Preferred Stock Member | |||||||||
Adjusted conversion price | 0.25 | ||||||||
Common Stock Shares [Member] | |||||||||
Share issued price | $ 0.25 | ||||||||
Common stock share issued | 105,000 | ||||||||
Common stock share sold | 883,061 | ||||||||
Common stock share exercise price | 0.25 | ||||||||
Authorized Capital Stock [Member] | |||||||||
Common Stock Share Price per shares | 0.001 | ||||||||
Preferred stock share par value | $ 0.001 | ||||||||
Preferred stock shares authorized | 5,000,000 | ||||||||
Common stock shares authorized | 200,000,000 | ||||||||
Series C Convertible Preferred Stock designated | 30,000 | ||||||||
Series D Convertible Preferred Stock designated | 20,000 | ||||||||
Warrant To Purchase Common Stock Member | Boustead Securities LLC Member | |||||||||
Share issued price | $ 0.25 | ||||||||
Common stock share issued | 123,648 | ||||||||
Warrants valued | $ 20,896 | ||||||||
Convertible Preferred Stock Series C [Member] | |||||||||
Common stock share issued | 81,346,524 | ||||||||
Preferred stock shares issued | 17,858 | ||||||||
Preferred stock shares outstanding | 17,858 | ||||||||
Convertible Preferred Stock D [Member] | |||||||||
Preferred stock shares issued | 10,161 | ||||||||
Preferred stock shares outstanding | 10,161 | ||||||||
Mr. Struve [Member] | Series C PreferredStockMember | |||||||||
Ownership interest | 4.99% | 4.99% | |||||||
Cumulative Dividend | 8% | ||||||||
Adjusted conversion price | $ 0.25 | ||||||||
Purchase preferred stock | $ 1,250,000 | ||||||||
Conversion price | $ 0.70 | ||||||||
Warrant to acquire common stock shares | 1,785,714 | ||||||||
Common Stock Share Price per shares | $ 0.70 | ||||||||
Share price | $ 0.25 | ||||||||
Preferred stock shares issued | 1,785,715 | 17,858 | |||||||
Preferred stock shares outstanding | 17,858 | ||||||||
Mr. Struve [Member] | Series D Preferred Stock Member | |||||||||
Ownership interest | 4.99% | ||||||||
Cumulative Dividend | 8% | ||||||||
Convertible common stock shares | 1,402,784 | ||||||||
Adjusted conversion price | $ 0.25 | ||||||||
Purchase preferred stock | $ 750,000 | ||||||||
Preferred stock shares issued | 10,161 | ||||||||
Preferred stock shares outstanding | 10,161 | ||||||||
Mr. Struve [Member] | Series C and D Preferred Stock [Member] | |||||||||
Number of common stock shares settled | 1,402,784 | ||||||||
Dividend distributed per share | The cumulative dividends accrued and paid in preferred stock will be determined based upon a $.70 stated value. The conversion from preferred stock into common stock is determined based dividing the $0.70 stated value by the $0.25 conversion price | ||||||||
Weighted Average Exercise Price Issued | $ 2.50 | ||||||||
Convertible common stock shares | 1,402,784 | ||||||||
Common stock shares value | $ 1,627,230 | ||||||||
Mr. Struve [Member] | Series C And D Preferred Stock 1 [Member] | |||||||||
Ownership interest | 4.99% | ||||||||
Cumulative Dividend | 4.99% | ||||||||
Number of common stock shares settled | 1,402,784 | ||||||||
Convertible common stock shares | 3,202,000 | ||||||||
Cumulative dividend cash | $ 351,000 | ||||||||
Cumulative unpaid dividend | 800,000 | ||||||||
Cumulative deemed dividends | $ 3,590,283 | ||||||||
Preferred dividend value accrete common stock shares | 160,000 |
STOCK INCENTIVE PLANS (Details)
STOCK INCENTIVE PLANS (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Shares Granted | 123,648 | |||
Exercised | 0 | |||
Forfeited | (5,000) | |||
Share Outstanding at ending of period | 28,220,473 | 24,480,495 | ||
Weighted Average Exercise Price Granted | $ 0.250 | |||
Weighted Average Exercise Price Exercised | $ 0 | |||
Stock Option [Member] | ||||
Share Outstanding at beginning of period | 14,506,158 | 20,792,370 | 20,792,370 | 15,315,120 |
Shares Granted | 13,909,315 | 4,158,333 | 6,636,000 | |
Exercised | 0 | (166,890) | (26,293) | |
Forfeited | (195,000) | (10,277,655) | (1,132,457) | |
Share Outstanding at ending of period | 28,220,473 | 14,506,158 | 20,792,370 | |
Outstanding Exercise price | $ 1.546 | $ 1.618 | $ 1.618 | $ 1.565 |
Weighted Average Exercise Price Granted | 0.256 | 1.381 | 1.815 | |
Weighted Average Exercise Price Exercised | 0 | (0.273) | (1.376) | |
Weighted Average Exercise Price Forfeitures | (2.019) | (1.647) | (2.057) | |
Outstanding at end of period | $ 0.907 | $ 1.546 | $ 1.618 | |
Proceed Outstanding | $ 22,420,514 | $ 33,644,402 | $ 33,644,402 | $ 23,964,509 |
Granted | 3,555,929 | 5,744,716 | 12,045,330 | |
Proceed, Exercised | 0 | (45,473) | (36,170) | |
Forfeitures | 393,650 | 16,923,131 | 2,329,267 | |
Aggregate Outstanding at end of period | $ 25,582,793 | $ 22,420,514 | $ 33,644,402 |
STOCK INCENTIVE PLANS (Details
STOCK INCENTIVE PLANS (Details 1) | 3 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Number of outstanding stock options | shares | 28,220,473 |
Weighted average remaining life (years) | 3 years 10 months 17 days |
Weighted average exercise price outstanding | $ 0.907 |
Number exercisable | shares | 6,825,334 |
Weighted average exercise price exerciseable | $ 1.134 |
Stock Options 1 [Member] | |
Number of outstanding stock options | shares | 2,161,875 |
Weighted average remaining life (years) | 2 years 10 months 28 days |
Weighted average exercise price outstanding | $ 0.172 |
Number exercisable | shares | 1,935,625 |
Weighted average exercise price exerciseable | $ 3.989 |
Stock Options 2 [Member] | |
Number of outstanding stock options | shares | 9,684,283 |
Weighted average remaining life (years) | 3 years 7 days |
Weighted average exercise price outstanding | $ 1.473 |
Number exercisable | shares | 3,144,458 |
Weighted average exercise price exerciseable | $ 1.418 |
Stock Option 3 [Member] | |
Number of outstanding stock options | shares | 2,465,000 |
Weighted average remaining life (years) | 3 years 21 days |
Weighted average exercise price outstanding | $ 2.181 |
Number exercisable | shares | 1,210,000 |
Weighted average exercise price exerciseable | $ 2.137 |
Minimum | Stock Option 2 [Member] | |
Range of exercise prices | 1.28 |
Minimum | Stock Option 3 [Member] | |
Range of exercise prices | 1.79 |
Minimum | Stock Option 1 [Member] | |
Range of exercise prices | 0.88 |
Maximum | Stock Option 2 [Member] | |
Range of exercise prices | 1.67 |
Maximum | Stock Option 3 [Member] | |
Range of exercise prices | 3.67 |
Maximum | Stock Option 1 [Member] | |
Range of exercise prices | $ 1.25 |
Stock Option [Member] | |
Number of outstanding stock options | shares | 13,909,315 |
Weighted average remaining life (years) | 4 years 9 months 10 days |
Weighted average exercise price outstanding | $ 0.256 |
Number exercisable | shares | 535,251 |
Weighted average exercise price exerciseable | $ 0.267 |
Stock Option [Member] | Maximum | |
Range of exercise prices | 0.51 |
Stock Option [Member] | Minimum | |
Range of exercise prices | $ 0.25 |
STOCK INCENTIVE PLANS (Detail_2
STOCK INCENTIVE PLANS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jan. 01, 2022 | Oct. 15, 2021 | |
Intrinsic value | $ 4,269,089 | |||||
Stock option grants | 28,220,473 | |||||
Number of common stock authorized shares | 28,220,473 | |||||
Unearned stock option grants | 13,909,315 | |||||
Common shares current price per share | $ 0.256 | |||||
Stock option grants shares forfeitures | 5,000 | |||||
2021 Plan [Member] | ||||||
Purchase of common stock | 28,220,473 | |||||
Average exercise price | $ 0.907 | |||||
Compensation expense | $ 699,246 | $ 744,640 | ||||
Unrecognized costs related party | $ 6,569,469 | |||||
Expected costs period | 3 years 10 months 17 days | |||||
2021 Equity Incentive Plan [Member] | ||||||
Number of common stock authorized shares | 20,000,000 | |||||
Number of common stock shares increase | 22,000,000 | |||||
Stock Option [Member] | ||||||
Weighted Average Exercise Price Forfeitures | $ 2.019 | $ 1.647 | $ 2.057 | |||
Number of common stock authorized shares | 13,909,315 | |||||
Stock option grants shares forfeitures | 195,000 | 10,277,655 | 1,132,457 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
INCOME TAXES | ||
Provision for income taxes | $ 0 | $ 0 |
Effective tax rate | 0% | 0% |
SIGNIFICANT AND OTHER TRANSAC_2
SIGNIFICANT AND OTHER TRANSACTIONS WITH RELATED PARTIES (Details Narrative) - USD ($) | Oct. 10, 2023 | Jun. 27, 2023 |
Three Director [Member] | ||
Share exercise price | $ 0.25 | |
Share issued vested stock | 105,000 | |
Three Director 1 [Member] | ||
Stock option issued | 238,584 | |
Share exercise price per shares | $ 0.25 | |
Ronald P Erickson [Member] | ||
Stock option issued | 4,640,844 | |
Share exercise price per shares | $ 0.25 | |
Mr. Struve [Member] | ||
Series D preferred stock dividends | $ 1,627,230 | |
Fair market value | $ 1,402,784 | |
Preferred stock shares issued | 1,402,784 | |
Peter J Conley [Member] | ||
Stock option issued | 3,001,000 | |
Share exercise price per shares | $ 0.25 |
COMMITMENTS, CONTINGENCIES AND
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS (Details narrative) - USD ($) | 1 Months Ended | |||||
Apr. 13, 2017 | Apr. 26, 2023 | Nov. 22, 2022 | Oct. 31, 2021 | Oct. 11, 2021 | May 18, 2021 | |
COMMITMENTS CONTINGENCIES AND LEGAL PROCEEDINGS | ||||||
Leases, net monthly payment | $ 3,334 | $ 2,908 | $ 2,250 | $ 2,986 | $ 5,000 | $ 8,697 |
Lease expiry date | Nov. 21, 2023 | Dec. 31, 2023 | ||||
Lease description | The monthly payment increases approximately 3% each year and the lease expired on May 31, 2022 | increases by 3% annually. The lease was terminated on February 5, 2024 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] | Feb. 08, 2024 $ / shares shares |
Warrants [Member] | |
Warrants to purchase common stock | 1,243,102 |
Directors [Member] | |
Stock option grants to directors | 2,371,233 |
Price per share | $ / shares | $ 0.49 |
Directors 1 [Member] | |
Stock option awards to directors | 348,492 |
Price per share | $ / shares | $ 0.49 |
Mr Erickson [Member] | |
No of share granted for stock option | 1,894,666 |
Expiry date | Jan. 30, 2024 |