v3.26.1
Notes Payable
9 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Notes Payable

Note 6 –Notes Payable

 

Notes payable consists of the following at June 30, 2026 and September 30, 2025, respectively:

 

   June 30,
2026
   September 30,
2025
 
         
On October 15, 2024, the Company entered into a secured credit facility with a third party (the “2024 Secured Credit Facility”). Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400. On August 18, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2027 in exchange for a deferred payment of $2,607. During the nine months ended June 30, 2026, the Company borrowed an additional $83,500 against the facility.  $173,100   $89,600 
           
On January 25, 2025, the Company entered into a 12% secured credit facility (the “2025 Secured Credit Facility”) for up to $200,000 payable on the earlier of December 31, 2025 or the date the Company receives sufficient funds from the Invictus Note described in Note 4 above. During the year ended September 30, 2025, the lender paid for certain services and equipment on behalf of the Company for an aggregate of $116,556. In addition, the lender advanced $23,000 of cash directly to the Company. On February 5, 2026, the note holder agreed to further extend the maturity date of the note to December 31, 2026.   139,556    139,556 
           
On September 15, 2025, the Company entered into a promissory note with a principal balance of $113,850 which has a maturity date of July 15, 2026. The note carries an original issue discount of $14,850 and the lender retained $14,360 for legal and other fees for net proceeds to the Company of $84,640. In addition, the note carries an upfront interest charge of 12%, or $11,385, which was added to the principal balance upon closing. The aggregate discount of $40,595 is being amortized over the life of the loan. The note is to be repaid with an initial payment on March 15, 2026 of $62,617 and equal monthly payments thereafter of $15,654 through July 15, 2026. In the event of default, the note can be converted into shares of the Company’s common stock at a rate of 65% of the lowest trading price of the preceding 10 trading days. On March 15, 2026, the Company failed to make the required payment and the loan went into default. On March 23, 2026 the Company came to an agreement with the lender whereby it agreed to make a payment of $65,000 against the balance, with equal bi-weekly payments of $10,625 to be made thereafter until the balance is paid in full. As a result, the Company recorded a default penalty to interest expense of $44,765. In addition during the default period, the lender converted $20,000 of principal into 1,374,152 shares of common stock. As of June 30, 2026, the Company repaid the remaining balance and has settled the note in full.   -    125,235 
           
On December 5, 2025, the Company entered into a promissory note with a principal balance of $94,300 which has a maturity date of September 30, 2026. The note carries an original issue discount of $12,300 and the lender retained $13,000 for legal and other fees for net proceeds to the Company of $69,000. In addition, the note carries an upfront interest charge of 12%, or $11,316, which was added to the principal balance upon closing. The aggregate discount of $36,616 is being amortized over the life of the loan. The note is to be repaid with an initial payment on May 30, 2026 of $52,808 and equal monthly payments thereafter of $13,202 through September 30, 2026. In the event of default, the note can be converted into shares of the Company’s common stock at a rate of 65% of the lowest trading price of the preceding 10 trading days. The Company did not make the required payments and as a result the note is now in default. As a result of the variable conversion rate, the conversion feature must be separated from the note resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of default was recorded as a interest expense. See further discussion under “Note 8. Derivative Liabilities.”   105,616    - 
           
Total notes payable   418,272    354,391 
Less: discounts on notes payable   (13,283)   (38,713)
Notes payable, net of discounts   404,989    315,678 
Less: current maturities   (231,889)   (226,078)
Notes payable, long term  $173,100   $89,600 

 

The Company recorded interest expense pursuant to the stated interest rates on the notes in the amount of $6,392 and $4,329 for the three months ended June 30, 2026 and 2025, respectively. The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $17,300 and $6,102 for the nine months ended June 30, 2026 and 2025, respectively.

 

During the three months ended June 30, 2026 and 2025 the Company recorded debt amortization expense attributed to the debt discount on its notes payable in the amounts of $23,376 and $0, respectively. During the nine months ended June 30, 2026 and 2025 the Company recorded debt amortization expense attributed to the debt discount on its notes payable in the amounts of $62,046 and $0, respectively. Unamortized discount as of June 30, 2026 and December 31, 2025 is $13,283 and $38,713, respectively.

 

As of June 30, 2026 and as of the date of this filing, none of the above notes are in default, with the exception of the December 5, 225 note as discussed above. The secured notes are secured by the assets of the Company.