| Convertible Notes Payable |
Note
7 - Convertible Notes Payable
Convertible
notes payable consist of the following at June 30, 2026 and September 30, 2025, respectively:
Schedule of Convertible Notes Payable
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June 30, | | |
September 30, | |
| | |
2026 | | |
2025 | |
| | |
| | |
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| (1) On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $50,000. The Note matures on August 11, 2022, bears interest at a rate of 9% per annum, and was convertible into shares of the Company’s common stock at a conversion price of $0.15 per share. On December 28, 2020, the conversion price was amended to $0.03 per share in exchange for an additional $10,000 of proceeds and the promissory note was increased to $60,000. The Company’s obligations under the Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs, Inc., pursuant to a Security Agreement between the Company, Digipath Labs, Inc. and the investor. On December 29, 2020, the note holder converted $10,000 of principal into 333,334 shares of common stock at a conversion price of $0.03 per share. On August 8, 2022, the note holder agreed to extend the maturity date of the note to February 11, 2024. In exchange for the extension, the Company agreed to issue 650,000 common shares, which were recorded as debt discount, with a relative fair value of $6,989. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $1,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment of $1,500 allocated to this note which was added to the principal balance and recorded as a loss on extinguishment of debt. | |
$ | 51,500 | | |
$ | 51,500 | |
| | |
| | | |
| | |
| (2) On September 23, 2019, the Company received proceeds of $200,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.11 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On February 22, 2021, the noteholder converted $90,000 of principal into 3,000,000 shares of common stock at a conversion price of $0.03 per share. On September 30, 2021, the note was amended to add the outstanding short term notes and accrued interest into the principal balance, making the outstanding balance $355,469, as amended. As a result of the modification, the Company recorded an additional debt discount of $98,188, as a result of the beneficial conversion feature of the additional principal. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,621,105 shares of common stock, with a fair value of $32,166, which was recorded as a debt discount. On January 22, 2024 the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $481,955. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $4,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment of $9,299 allocated to this note which was added to the principal balance and recorded as a loss on extinguishment of debt. During the nine months ended June 30, 2026, the lender converted $70,000 of principal into 7,000,000 shares of common stock pursuant to the conversion terms. | |
| 296,134 | | |
| 366,134 | |
| | |
| | | |
| | |
| (3) On November 8, 2018, the Company received proceeds of $350,000 on a senior secured convertible note that carries an 8% interest rate, which matured on August 10, 2022, as amended. The principal and interest were convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.14 per share. On September 30, 2020, the maturity date was extended to August 10, 2022 and the conversion price was amended to $0.03 per share. The Company’s obligations under this Note are secured by a lien on the assets of the Company and its wholly-owned subsidiary Digipath Labs. On October 1, 2022, the Company further extended the maturity date to February 11, 2024. In connection with the modification, the Company issued warrants to purchase 4,550,000 shares of common stock, with a fair value of $31,671 which was recorded as a debt discount. On January 29, 2024, the holder converted $40,000 of this note into common shares. On January 22, 2024, the Company further amended the note to extend the maturity date to February 11, 2025 and reduced the conversion price to $0.01. As a result of the modification of the conversion price, the Company recorded a loss on debt extinguishment of $474,539. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,000. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment of $10,664 allocated to this note which was added to the principal balance and recorded as a loss on extinguishment of debt. | |
| 319,300 | | |
| 319,300 | |
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| | | |
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| 4) On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matured on February 11, 2024. The Note documented the advances made during the year ended September 30, 2022 in the amount of $362,765. The principal and interest on the Note are convertible into common shares at a conversion price of $0.01. In connection with the note, the Company issued warrants to purchase 4,715,945 shares of common stock, with a fair value of $30,102, which was recorded as a debt discount. On January 22, 2024, the note holder agreed to extend the maturity date of the Note to February 11, 2025. On February 10, 2025, the note holder agreed to further extend the maturity date of the note to July 31, 2025 in exchange for a deferred payment of $7,255. On August 18, 2025, the note holder agreed to extend the maturity date of the note to July 31, 2027 in exchange for a deferred payment of $10,883 allocated to this note which was added to the principal balance and recorded as a loss on extinguishment of debt. | |
| 373,648 | | |
| 373,648 | |
| | |
| | | |
| | |
| (5) On June 5, 2025, the Company received proceeds of $133,000 on a senior secured convertible note that carries an 8% interest rate, which matures on May 31, 2028. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.03 per share. | |
| 133,000 | | |
| 133,000 | |
| | |
| | | |
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| (6) On July 31, 2025, the Company received proceeds of $60,000 on a senior secured convertible note that carries an 8% interest rate and an original issue discount of $3,000, which matures on March 31, 2028. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.03 per share. | |
| 63,000 | | |
| 63,000 | |
| | |
| | | |
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| (7) On March 24, 2026, the Company received proceeds of $150,000 on a senior secured convertible note that carries an 8% interest rate, which matures on March 31, 2031. The principal and interest are convertible into shares of common stock at the discretion of the note holder at a fixed conversion price of $0.02 per share. During the nine months ended June 30, 2026, the Company and the lender agreed to modify the conversion price to $0.01 for proceeds of $5,000 which was added to the principal balance. | |
| 155,000 | | |
| - | |
| | |
| | | |
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| Total convertible notes payable | |
| 1,391,582 | | |
| 1,306,582 | |
| Less: unamortized debt discounts | |
| (1,625 | ) | |
| (2,750 | ) |
| Total | |
| 1,389,957 | | |
| 1,303,832 | |
| Less: current maturities | |
| - | | |
| - | |
| Convertible notes payable, long term | |
$ | 1,389,957 | | |
$ | 1,303,832 | |
The
Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $28,727 and $21,667
for the three months ended June 30, 2026 and 2025, respectively. The Company recorded interest expense pursuant to the stated interest
rates on the convertible notes in the amount of $80,972 and $64,928 for the nine months ended June 30, 2026 and 2025, respectively.
During
the three and nine months ended June 30 2026 the Company recorded debt amortization expense attributed to the debt discount on its convertible
notes payable in the amounts of $375 and $1,125, respectively. Unamortized discount as of June 30, 2026 is $1,625.
As
of June 30, 2026 and as of the date of this filing, none of the above notes are in default. The secured convertible notes are secured
by the assets of the Company.
The
Company recognized interest expense for the nine months ended June 30, 2026 and 2025, respectively, as follows:
Schedule of Interest Expense
| | |
June 30, | | |
June 30, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Interest on notes payable | |
$ | 17,300 | | |
$ | 6,102 | |
| Amortization of debt discounts | |
| 63,171 | | |
| - | |
| Interest on convertible notes | |
| 80,972 | | |
| 64,928 | |
| Derivative liability charged to interest expense upon note default | |
| 100,640 | | |
| - | |
| Default penalties added to principal | |
| 39,765 | | |
| - | |
| Total interest expense | |
$ | 301,848 | | |
$ | 71,030 | |
The
following summarizes the Company’s maturities of all debt instruments described above as of June 30, 2026:
Schedule
of Maturities of Debt
| Fiscal Year Ending | |
Future | |
| September 30, | |
Maturities | |
| 2026 | |
$ | 245,172 | |
| 2027 | |
| 1,213,682 | |
| 2028 | |
| 196,000 | |
| 2029 | |
| - | |
| 2030 | |
| - | |
| Thereafter | |
| 155,000 | |
| Total | |
$ | 1,809,854 | |
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