Summary of Significant Accounting Policies (Policies) |
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| Summary of Significant Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Use of Estimates | Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Changes in these estimates and assumptions may have a material impact on the condensed consolidated financial statements and accompanying notes. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Significant estimates include the valuation of deferred tax assets and the associated valuation allowances, the fair value of the Company’s common stock, the valuation of stock-based compensation, the fair value of warrants classified as liabilities, and the grant-date fair value of equity instruments issued as compensation for services.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
For purposes of the condensed consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less when purchased and money market accounts to be cash equivalents. The Company had cash equivalents at June 30, 2026 and September 30, 2025.
The Company maintains its cash on deposits with banks and financial institutions within the United States that at times may exceed federally-insured limits of $250,000. The Company manages this credit risk by concentrating its cash balances in high quality financial institutions and by periodically evaluating the credit quality of the primary financial institutions holding such deposits. The Company has not experienced any losses in such bank accounts and believes it is not exposed to any risks on its cash in bank accounts. At June 30, 2026 and September 30, 2025, the Company’s cash balances were not in excess of the federally-insured limits.
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| Deferred Offering Costs | Deferred Offering Costs
Deferred offering costs consist of legal, accounting and other fees and expenses that are directly attributable to a contemplated offering of the Company’s securities. These costs are capitalized and deferred until the offering is completed, at which time they are charged against the gross proceeds of the offering as a reduction of additional paid-in capital. If the offering is abandoned, or is no longer considered probable of being completed, the deferred costs are charged to expense. |
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| Fair Value of Financial Instruments and Fair Value Measurements | Fair Value of Financial Instruments and Fair Value Measurements
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated financial statements, primarily due to their short-term nature.
Certain of the Company’s financial liabilities are measured at fair value on a recurring basis. The Company measures these instruments using an option-pricing model. Because the Company’s common stock is thinly traded, expected volatility is estimated by reference to the historical volatility of comparable publicly traded companies over the expected term of the instrument, and no dividends are assumed. The inputs used in these measurements are unobservable, and the measurements are classified within Level 3 of the fair value hierarchy. Changes in the fair value of these instruments are recognized in other income (expense) in the condensed consolidated statements of operations. The Company recognizes transfers into and out of the levels of the fair value hierarchy as of the beginning of the reporting period in which the transfer occurs. See Note 5 for further disclosures of our financial liabilities measured at fair value on a recurring basis. |
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| Extinguishment of Liabilities | Extinguishment of Liabilities
The Company derecognizes a liability upon it being extinguished. A liability is considered to be extinguished when the obligation resulting in the liability is paid in full with either cash, other financial assets or delivery of goods or services. Further, a liability is considered extinguished if the debtor is legally released from being the primary obligor by the creditor. See Note 3 for liabilities extinguished during the three and nine months ended June 30, 2026 and 2025 that resulted in a gain (loss) on extinguishment. |
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| Convertible Notes Payable | Convertible Notes Payable
The Company records convertible notes payable at the amount of proceeds received, net of discounts. Where a convertible note is issued together with a freestanding instrument such as a warrant, the Company allocates the proceeds between the instruments according to the classification of each. Where the freestanding instrument is classified within stockholders’ equity, the proceeds are allocated between the instruments based on their relative fair values in accordance with ASC 470-20-25-2. Where the freestanding instrument is classified as a liability, that instrument is recorded at its full fair value and the residual proceeds are allocated to the note.
Original issue discount, and lender legal fees and closing costs withheld from proceeds, together with any amount allocated to a freestanding instrument, are recorded as a discount against the carrying amount of the note. The discount is amortized to interest expense over the contractual term. Where a note becomes due and payable before the end of its stated term, any remaining unamortized discount is recognized in interest expense at that time.
The Company evaluates amendments to the terms of its debt instruments under ASC 470-50 to determine whether an amendment is accounted for as a modification or as an extinguishment of the original instrument. |
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| Warrants | Warrants
The Company accounts for warrants issued in connection with its financing transactions as either equity-classified or liability-classified instruments based on an assessment of the specific terms of each warrant under ASC 480 and ASC 815-40. The assessment considers whether the instrument is freestanding, whether it meets the definition of a liability under ASC 480, and whether it satisfies the conditions for equity classification under ASC 815-40, including whether the instrument is considered indexed to the Company’s own common stock. The assessment is performed at issuance and at each subsequent reporting date.
Equity-classified warrants are recorded within additional paid-in capital at their allocated value on the date of issuance and are not subsequently remeasured. Liability-classified warrants are recorded at fair value on the date of issuance and are remeasured to fair value at each reporting date, with the change in fair value recognized in other income (expense). Upon exercise, a liability-classified warrant is remeasured to fair value as of the exercise date and the resulting amount is reclassified to stockholders’ equity together with any exercise proceeds.
The warrants issued in connection with the Company’s convertible notes payable provide that the exercise price of the warrant is conformed to the conversion price under the related note. Under the terms of that note, the conversion price may, in specified circumstances, be adjusted to an amount determined by reference to a market price of the Company’s common stock. Because the exercise price of the warrants is therefore not fixed, the warrants do not satisfy the condition in ASC 815-40-15-7C that the settlement amount equal the difference between the fair value of a fixed number of shares and a fixed monetary amount, and the warrants are classified as liabilities. |
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| Embedded Derivatives | Embedded Derivatives
The Company evaluates the embedded features of its financial instruments to determine whether a feature is required to be separated from its host contract and accounted for separately as a derivative under ASC 815-15-25-1. A feature is separated only if each of the required criteria is met, including the criterion that the feature would, on a freestanding basis, meet the definition of a derivative. For a feature that would be settled in the Company’s own common stock, meeting that definition requires that the shares deliverable upon settlement be readily convertible to cash.
The Company’s common stock is quoted on the Over-the-Counter (“OTC”) market and is thinly traded, with no reported trading activity on a substantial portion of trading days. The Company has concluded that the shares deliverable upon conversion of its convertible notes payable are not readily convertible to cash, that the conversion feature accordingly does not meet the definition of a derivative, and that separate accounting for the feature is therefore not required. The Company has not separated any embedded feature from a host contract and has not recognized any derivative liability. |
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| Preferred Stock | Preferred Stock
The Company evaluates each series of its preferred stock upon designation and issuance to determine whether the series is classified as a liability, as temporary equity, or as permanent equity, considering the redemption, conversion, voting and settlement provisions of the series in accordance with ASC 480 and ASC 480-10-S99-3A. No series of the Company’s preferred stock is mandatorily redeemable, redeemable at the option of the holder, or redeemable upon an event outside the Company’s control. Accordingly, each series of the Company’s preferred stock is presented within permanent stockholders’ equity. |
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| Advertising and Marketing Costs | Advertising and Marketing Costs
All costs related to advertising and marketing are expensed as incurred. For the three and nine months ended June 30, 2026 and 2025, advertising and marketing costs amounted to $15,281 and $ and $42,073 and $3,758, respectively.
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| Research and Development | Research and Development
The Company expenses the cost of research and development as incurred. Research and development expenses consist primarily of professional service costs associated with the development of plant-based defense technology products. For the three and nine months ended June 30, 2026, and 2025, the Company incurred $205,977 and $271,816 and $320,352 and $390,052 in research and development expenses, respectively.
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| Stock-based Compensation | Stock-based Compensation
The Company accounts for stock-based compensation by measuring and recognizing compensation expense for all share-based awards, including stock warrants and stock grants, based on estimated grant-date fair values. The Company measures employee and non-employee awards at the date of grant, which generally is the date at which the Company and the non-employee reach a mutual understanding of the key terms and conditions of a share-based payment award.
The Company uses the straight-line attribution method to allocate compensation cost to reporting periods over the requisite service period during which the employee or non-employee is required to provide services in exchange for the award. The Company has elected to account for forfeitures of awards as they occur, with previously recognized compensation reversed in the period that the awards are forfeited.
Share-based payments to nonemployees are measured at the grant-date fair value of the equity instruments issued rather than at the fair value of the goods or services received. Where an award is fully vested at issuance and is not subject to a service or performance condition, the entire grant-date fair value is recognized on the grant date. Awards classified within stockholders’ equity are not subsequently remeasured.
Where an equity instrument issued as compensation is convertible into common stock on terms that vary depending on future events, the Company measures the grant-date fair value of the instrument using a probability-weighted model of the settlement outcomes available under the terms of the instrument, adjusted by a discount for lack of marketability. An award within the scope of ASC 718, together with any conversion feature embedded in it, is excluded from the requirements of ASC 815 under ASC 815-10-15-74(b) for so long as the award remains within the scope of ASC 718, and the conversion feature is not separately evaluated for separation as a derivative. |
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| Fair Value of Common Stock | Fair Value of Common Stock
The Company’s common stock is quoted on the OTC Market and is thinly traded, with no reported trading activity on a substantial portion of trading days. In determining the fair value of its common stock for the purpose of measuring equity instruments issued and share-based payments, the Company considers the most recent arm’s-length third-party cash sale price of its common stock, the quoted market price, and the volume-weighted average price of executed transactions over a trailing period. Where no trade is reported on a measurement date, the Company does not rely on the last reported sale price and instead determines fair value by reference to a trailing 30-day volume-weighted average price of executed transactions. The Company applies this basis consistently across measurement dates. |
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| Reclassification | Reclassification
As of September 30, 2025, we reclassified $248 between common stock and additional paid-in capital to reflect the common stock balance as the total shares of common stock issued and outstanding at its $0.001 par value. This reclassification has also been presented on our condensed consolidated statements of changes in stockholders’ deficit as of December 31, 2025 and March 31, 2026. This reclassification had no impact on total stockholders’ deficit or earnings (loss) per share. |
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| Per Share Data | Per Share Data
ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.
Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Common stock equivalents are not included in the calculation of diluted net loss per share if their effect would be anti-dilutive. In a period in which the Company has a net loss, all potentially dilutive securities are excluded from the computation of diluted shares outstanding as they would have had an anti-dilutive impact.
The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive:
The number of shares of common stock issuable upon conversion of the Series C Preferred Stock is not fixed. Each share is convertible into a number of shares of common stock determined by dividing a stated monetary amount by a price per share determined under the Certificate of Designation, subject to a floor price if the Company’s common stock has not been listed on a national exchange at time of conversion. The share amounts presented above for the Series C Preferred Stock reflect the maximum number of shares issuable at the $1.00 floor price. |
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| Commitments and Contingencies | Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
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| Segment Reporting | Segment Reporting
The segment reporting structure uses the Company’s management reporting structure as its foundation to reflect how the Company manages the businesses internally and is mainly organized by products. During the nine months ended June 30, 2026 and 2025, the Company was organized into one strategic business unit. Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to make operating decisions, allocate resources and assess performance. The Company’s Chief Executive Officer (“CEO”) is its CODM.
The Company’s CODM reviews consolidated operating results, cash balances, liquidity position, financing activities and operating expenses on a consolidated basis when making decisions regarding resource allocation and assessing performance. The Company does not prepare or review discrete financial information for separate product lines, technologies, geographic areas or business activities and therefore has concluded that it operates as a single operating segment. |
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| Recent Accounting Standards | Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and about the CODM. The Company adopted ASU 2023-07 effective October 1, 2024, and the adoption did not have a material impact on its condensed consolidated financial statements or disclosures.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard retrospectively. Early adoption is permitted. Effective October 1, 2025, the Company adopted ASU 2023-09 which did not have an impact on its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“DISE”) a new accounting standard to improve the disclosures about an entity’s expenses and address requests from investors for more detailed information about the types of expenses included in commonly presented expense captions. The new standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with retrospective application permitted. The Company is evaluating the disclosure requirements related to the new standard and its impact on our consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption. |
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