COMMITMENTS AND CONTINGENCIES |
6 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS AND CONTINGENCIES | NOTE 6 – COMMITMENTS AND CONTINGENCIES
Litigation
From time to time, the Company may be involved in litigation in the ordinary course of business. The Company is not currently involved in any litigation that we believe could have a material adverse effect on its financial condition or results of operations except as noted.
On February 7, 2024, the Company filed suit against Justin Kimbrough and Prosperity Consultants, LLC, in the 14th Judicial District Court for Dallas County, Texas (case no. DC-24-02022), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendants’ improper receipt of shares of Company common stock under agreements which required the defendants to provide services to the Company and which services the defendants ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendants’ shares of Company common stock and for them to be returned to the Company. The Company and Mr. Kimbrough settled the claims in dispute during the year ended September 30, 2025, which required Mr. Kimbrough to return a portion of his shares of common stock to the Company. The Company and Mr. Kimbrough are currently working on executing upon the settlement terms before dismissal. On October 22, 2025, 331,250 shares of common stock held by Mr. Kimbough were cancelled pursuant to the terms of a legal settlement reached with Mr. Kimbough (see Note 4).
On April 12, 2024, the Company filed suit against Richard Saied, in the 192nd Judicial District Court for Dallas County, Texas (case no. DC-24-05442), alleging fraud, conversion, unjust enrichment and other causes of action arising from the defendant’s improper receipt of shares of Company common stock under an agreement which required the defendant to provide services to the Company and which services the defendant ultimately never provided. The Company is seeking monetary damages and for a constructive trust to be imposed on defendant’s shares of Company common stock and for them to be returned to the Company.
On October 13, 2024, Judith Miller sent the Company a letter demanding payment for amounts she claimed she was owed under her prior employment agreement with the Company. The Company disputes the allegations in the letter and intends to defend itself as necessary.
Employment Agreements
On January 17, 2024, Ms. Miller resigned as the Company’s Interim Chief Executive Officer and was appointed as a member of the Company’s Board of Directors, as the Chief Business Officer of the Company, and as the Interim Chief Financial Officer of the Company. Pursuant to the Miller Employment Agreement, which superseded Ms. Miller’s prior Executive Consulting Agreement with the Company dated June 20, 2023, Ms. Miller acted as Chief Business Officer and Interim Chief Financial Officer of the Company until the agreement was terminated in accordance with its terms, and Ms. Miller was to be compensated as follows: (i) a base salary of $180,000 per year; (ii) 25,000 shares of Company common stock per month for a period of one year; (iii) an additional equity award of 250,000 shares of Company common stock upon the Company receiving the results of the scientific studies conducted by Southern Gardens/US Sugar for further use by the Company; (iv) an additional equity award of 50,000 shares of Company common stock upon the Company raising each tranche $1,000,000 up to an aggregate of $10,000,000; (v) an additional equity award of 50,000 shares of Company common stock upon the Company raising $2,500,000; (vi)an additional equity award of 100,000 shares of Company common stock upon the Company raising $6,000,000, and (vii) an additional equity award of 100,000 shares of Company common stock upon the Company raising $10,000,000. This agreement was terminated in May 2024 (see Note 5 for amounts owed and outstanding under this agreement).
On January 17, 2024, the Company executed an advisor agreement with Dr. Jesse Jaynes, a director of the Company (the “Jaynes Advisor Agreement”). Dr. Jaynes will be compensated as follows: (i) Dr. Jaynes will be paid a $50,000 signing bonus which has been accrued as of March 31, 2026 and September 30, 2025 (see Note 4); (ii) Dr. Jaynes was to be paid $5,000 per month (increased to $9,167 effective January 1, 2025); (iii) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the United States Environmental Protection Agency (the EPA), the United States Department of Agriculture (the USDA), and/or the United States Food and Drug Administration (the FDA), for the commercialization of the topical spray; (v) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Jaynes will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. As of March 31, 2026, the milestones have not yet been met; therefore, the milestone-based compensation in the form of cash and shares of common stock has not been paid or issued.
On January 17, 2024, the Company executed an advisor agreement with Dr. Clayton Yates, a director of the Company (the “Yates Advisor Agreement”). Dr. Yates will be compensated as follows: (i) Dr. Yates will be paid a $50,000 signing bonus which has been accrued as of March 31, 2026 and September 30, 2025 (see Note 4); (ii) Dr. Yates was paid $5,000 per month (increased to $8,333 effective January 1, 2025); (iii) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the completion of formulation and production of a peptide topical spray (biological fungicide) that is effective in its utilization of AMPs treating plant disease, for any of the identified spectrums of crops that are targeted by the Company; (iv) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by United States, such as the EPA, USDA, and/or FDA, for the commercialization of the topical spray; (v) Dr. Yates will be paid $100,000 and issued 25,000 shares of Company common stock upon the commercial sale of a minimum of $10,000,000 of the topical spray; and (vi) Dr. Yates will be paid $100,000 and 25,000 shares of Company common stock upon the receipt of regulatory approval from any of those federal agencies required by the United States, such as the EPA, USDA, and/or the FDA, for the commercialization of the first seed trait based upon the Company’s patents and targeted spectrums of crops. As of March 31, 2026, the milestones have not yet been met; therefore, the milestone-based compensation in the form of cash and shares of common stock has not been paid or issued.
On January 17, 2024, the Company appointed Chad Pawlak as Chief Executive Officer (“CEO”) of the Company and executed an Employment Agreement with Mr. Pawlak (the “Original Agreement”). Effective January 1, 2025, an amendment to the CEO’s Original Agreement was executed and amended the following provisions: (i) annual salary was increased from $300,000 to $350,000, (ii) a guaranteed calendar year bonus equal to 30% of his annual salary was established and milestone-based bonuses from the Original Agreement were removed, and (iii) the CEO now receives 500,000 shares of common stock every six months (issued as 250,000 per calendar quarter) that he remains with the Company and the common stock grants from the Original Agreement were removed in their entirety. On December 20, 2024, the board of directors approved the issuance of 5,000,000 shares to Mr. Pawlak under the original terms of his Employment Agreement for services rendered (see Note 4). As was contemplated by the board at the time of the approval of such share issuance, the shares of our common stock were actually issued to Mr. Pawlak in May 2025 through the Company’s stock transfer agent.
Refer to Note 5 for disclosure of amounts outstanding and due under these employment agreements as of March 31, 2026.
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