NOTE 4 – STOCKHOLDERS’ DEFICIT

Preferred Stock

The authorized preferred stock of the Company consists of 20,000,000 shares with a $0.001 par value.

Series A Preferred Stock

On August 10, 2022, the Company designated 10 shares of its preferred stock as Series A Preferred Stock (“Series A”). Each share of Series A entitles the holder to 10,000,000 votes on all matters submitted to a vote of the stockholders of the Corporation. When and as any dividend or distribution is declared or paid by the Company on the common stock, the Series A holders are entitled to participate in such dividend or distribution. Each Series A share is convertible, at the option of the holder, into one share of fully paid and non-assessable common stock. Upon any liquidation, dissolution, or winding-up of the Company, the Series A holders are entitled to receive out the assets of the Company, for each share of Series A, an amount equal to par value before any distribution or payment shall be made to the holder of any junior securities (including common stock and all other equity or equity equivalent securities of the Company).

As of both March 31, 2026, and September 30, 2025, there were 6 shares of Series A issued and outstanding.

Series B Preferred Stock

On October 19, 2022, the Company filed a Certificate of Designation with the State of Nevada to designate its Series B Preferred Stock (“Series B”). The designation authorized 2,500,000 shares of Series B. Each share of Series B shall have 10 votes on all matters submitted to a vote of the stockholders of the Company. Each share of Series B is convertible into 10 shares of common stock of the Company.

On September 28, 2023, Mr. White, our former CEO and the LASB Family Trust returned to the Company for cancellation of 502,512 shares of Series B; however, the shares have not been canceled and are being held in treasury stock.

During the six months ending March 31, 2026, PJ Advisory Group converted their Series B into 1,500,000 shares of common stock.

As of March 31, 2026 and September 30, 2025, there are 1,910,536 and 2,060,536 Series B issued and 1,408,024 and 1,558,024 Series B outstanding, respectively.

Common Stock

The Company is authorized to issue up to 300,000,000 shares of common stock with a $0.001 par value. All common stock shares are non-assessable and have one vote per share.

During the six months ended March 31, 2026 and 2025, the Company issued the following shares of common stock:

Common stock for conversion of Series B

During the six months ending March 31, 2026, the Company issued 1,500,000 shares of its common stock for the conversion of 150,000 shares of Series B.

Common stock issued for cash

During the six months ending March 31, 2026, the Company issued 1,586,666 shares of its common stock and received cash proceeds of $665,333, which includes the exercise a 533,333 pre-funded warrant with an exercise price of $0.01. The common stock shares were sold for an average price per share of $0.42 per share.

Common stock for warrant exercises

During the six months ending March 31, 2026, the Company issued 1,440,000 shares of its common stock for warrant exercises.

Common stock for services

During the six months ending March 31, 2026, the Company issued 246,000 shares of its common stock for $119,247 of consulting services pursuant to consulting agreements which have been reflected within professional fees on the accompanying unaudited condensed consolidated statements of operations.

Common stock for accrued services

During the six months ending March 31, 2026, the Company issued 505,000 shares of its common stock for $126,250 of consulting services provided that were accrued for as of September 30, 2025.

Common stock for conversion of accrued compensation

During the six months ending March 31, 2026, the Company issued 124,000 shares of its common stock for the conversion of $186,000 of accrued compensation owed to one of its board of directors and scientific advisor.

Common stock for compensation

During the six months ended March 31, 2026, the Company issued its current CEO 500,000 shares of common stock pursuant to an employment agreement which provides the CEO with 250,000 shares of common stock each calendar quarter as compensation (see Note 6). During the six months ended March 31, 2026, the Company recognized stock-based compensation expense on the issued shares of $230,000 based on the current price being paid for shares of common stock.

During the six months ended March 31, 2025, the Company issued an aggregate of 5,125,000 shares of its common stock to its CEO for services rendered. These shares were valued at $4,937,500 using the most recent common stock sales on the date of grant, and the Company recorded stock-based compensation expense of $62,500 and $4,800,000 for the three and six months ended March 31, 2025, respectively, and reduced accrued compensation by $137,500 that had been accrued as of September 30, 2024 related to shares of common stock that had vested for services but were not issued.

Common stock for conversion of note payable and accrued interest

During the six months ending March 31, 2026, the Company issued 22,092 shares of its common stock for the conversion of a note payable and accrued interest totaling $22,092 (see Note 3).

Cancellation of common stock due to legal settlement

During the six months ending March 31, 2026, pursuant to a legal settlement (see Note 6), the Company cancelled 331,250 shares of its common stock.

Common stock for settlement of accounts payable

During the six months ending March 31, 2026, the Company issued 186,516 shares of its common stock with an estimated fair value of $78,212 based on recent sales of common stock for the settlement of accounts payable totaling $55,955. During the three months ended March 31, 2026, the Company recognized a loss on the settlement of the accounts balance of $22,257 which is included in other expenses on the condensed consolidated statement of operations.

Warrants

Common stock warrants activity for the three and six months ended March 31, 2026 was as follows: 

No cash proceeds were received upon the warrants being exercised.