NOTE 7 – 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 filed a Certificate of Designation with the State of Nevada to designate its Series A Preferred Stock (“Series A”). The designation authorized 10 shares of 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 Company. 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 of 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 June 30, 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 entitles the holder to 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, our former Chief Executive Officer 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 nine months ended June 30, 2026, PJ Advisory Group converted their Series B into 1,500,000 shares of common stock.

At June 30, 2026 and September 30, 2025, there were 1,910,536 and 2,060,536 Series B issued and 1,408,024 and 1,558,024 Series B outstanding, respectively.

Series C Preferred Stock

On May 5, 2026, the Company filed a Certificate of Designation with the State of Nevada to designate its Series C Preferred Stock. The designation authorized four shares of preferred stock as Series C. Each share of Series C has a nominal liquidation preference equal to par value ($0.001 per share), does not have preferential voting or dividend rights (with each holder of a share of Series C having one vote per share, and the right to participate equally with common stockholders), but will have preferential conversion rights.

Each share of Series C is convertible, at the option of the holder, into a number of shares of common stock at the following conversion rates: (i) if the common stock has been listed for trading on The Nasdaq Capital Market, the NYSE American, or another equivalent national securities exchange by April 14, 2027, the Series C will convert at a rate of $300,000 divided by the official closing price of the Company’s common stock reported by The Nasdaq Capital Market, the NYSE American, or other exchange, or (ii) if the Company’s common stock is not listed on a national securities exchange within one year of the date of the Advisory Agreement, the Series C will be convertible into common stock at $300,000 per tranche based on the five-day average closing price of the OTC Market (if the common stock has not been listed with a national securities exchange), but in no event at less than $1.00 per share.

During the three and nine months ended June 30, 2026, 3 shares of Series C were issued to the Consultant pursuant to the Advisory Agreement (see Note 6).

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 nine months ended June 30, 2026 and 2025, the Company issued the following shares of common stock:

Common stock for conversion of Series B

During the nine months ended June 30, 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 nine months ended June 30, 2026, the Company issued 1,586,666 shares of its common stock and received cash proceeds of $665,333, which includes the exercise of 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.

During the nine months ended June 30, 2025, the Company sold an aggregate of 1,720,000 shares of its common stock at a price of $0.25 per share to investors and received gross proceeds of $430,000.

Common stock for warrant exercises

During the nine months ended June 30, 2026, the Company issued 1,440,000 shares of its common stock upon the cashless exercise of warrants.

During the nine months ended June 30, 2025, the Company issued 500,000 shares of its common stock upon the exercise of warrants with an exercise price of $0.001 per share and received gross proceeds of $500.

Common stock for services

During the nine months ended June 30, 2026, the Company issued 251,333 shares of common stock and has 15,666 shares of its common stock to be issued for $129,153 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 nine months ended June 30, 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 nine months ended June 30, 2026, the Company issued 574,000 shares of its common stock for the conversion of $411,000 of accrued compensation owed to its CEO and a director and advisor of the Company.

During the nine months ended June 30, 2025, the Company issued 1,300,000 shares of its common stock upon the conversion of $125,000 of accrued compensation outstanding with its CEO and $200,000 of accrued bonuses with its two scientific advisor employees, totaling $325,000.

Common stock for compensation

During the nine months ended June 30, 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 9). During the nine months ended June 30, 2026, the Company recognized stock-based compensation expense on the fully vested and issued shares of $230,000 based on the current price being paid for shares of common stock. During the three months ended June 30, 2026, the Company has reflected 250,000 shares of stock to be issued to the CEO and recognized stock-based compensation of $116,700 based on a 90-day volume weighted average share price per the OTC Market due to no sales of stock for cash occurring during the three months ended June 30, 2026.  

During the nine months ended June 30, 2025, the Company issued an aggregate of 5,375,000 shares of its common stock to its chief executive officer for services rendered during the nine months ended June 30, 2025. These shares were valued at an aggregate of $5,000,000 using the most recent common stock sales on the date of grant. The Company recorded stock-based compensation expense of $62,500 and $4,862,500 for the three and nine months ended June 30, 2025, respectively, which has been included in compensation and related expenses on the unaudited consolidated statements of operations, 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 nine months ended June 30, 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 4).

During the nine months ended June 30, 2025, Brent Lilienthal converted his note payable with a principal amount of $217,000 into 120,000 shares of common stock with an estimated fair value of $30,000 based on recent sales of common stock. The conversion resulted in a gain of approximately $187,000 as presented on the unaudited condensed consolidated statements of operations.

During the nine months ended June 30, 2025, the Company issued 310,000 shares of common stock for the conversion of $220,000 of principal and accrued interest that occurred during the fiscal year ended September 30, 2024 for which the shares had not previously been issued.

Cancellation of common stock due to legal settlement

During the nine months ended June 30, 2026, pursuant to a legal settlement (see Note 9), the Company cancelled 331,250 shares of its common stock.

Common stock for settlement of accounts payable

On March 11, 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 nine months ended June 30, 2026, the Company recognized a loss on the settlement of the accounts balance of $22,257 which is included in net gain (loss) on settlement of accounts payable on the condensed consolidated statements of operations.

During the nine months ended June 30, 2025, the Company issued an aggregate of 120,000 shares of common stock with an estimated fair value of $30,000 based on recent sales of common stock for the settlement of $43,902 of outstanding accounts payable balances. The settlement resulted in a net gain of approximately $13,902, which is included in net gain on settlement of liabilities on the unaudited condensed consolidated statements of operations.

Warrants

Common stock warrants activity for the three and nine months ended June 30, 2026 was as follows: 

No cash proceeds were received upon the warrants being exercised.