STOCKHOLDERS’ EQUITY

9 Months Ended

Jun. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 - STOCKHOLDERS’ EQUITY

Common Stock

As of June 30, 2024, we had 225,975,331 shares of common stock outstanding and were authorized to issue 681,000,000 shares of common stock, par value $0.001 per share.

We had 213,854,781 shares of common stock outstanding as of September 30, 2023.

Common Stock Issued for Services

Total shares of common stock issued for services during the nine months ended June 30, 2024, was 437,643 with a total grant date fair value of $20 thousand.

On May 6, 2024, our Board of Directors (“Board”) decided to eliminate quarterly Board fees paid in cash and stock. Prior to May 6, 2024, our Board had elected to have each of its members receive one-half of such member’s quarterly compensation in the form of shares of the Company’s common stock instead of cash. We did not issue shares to the members of our Board for services provided to us during the quarter ended June 30, 2024. For the nine months ended June 30, 2024, we issued 347,226 shares of common stock as compensation with a total grant date fair value of $17 thousand.

We also use stock as a form of compensation for independent contractors who provide professional services to us in sales, marketing, or administration. For the nine months ended June 30, 2024, we issued 90,417 shares of common stock to an independent contractor with a grant date fair value of $3 thousand.

Common Stock Issued Under Equity Incentive Plan

We issued 4,411,949 shares of common stock for 6,537,045 restricted stock units (“RSUs”) that vested during the nine months ended June 30, 2024. The number of RSUs sold by these employees to fund payroll taxes for the nine months ended June 30, 2024, was 2,125,096.

Common Stock Issued Under Tender Offer

On December 26, 2023, we closed a tender offer to exchange approximately 55.5 million 2021 Investor Warrants for shares of common stock and new warrants (“November 2023 Warrant Exchange”). The November 2023 Warrant Exchange had 43,538,501 2021 Investor Warrants tendered (78.4% of the outstanding 2021 Investor Warrants), resulting in the issuance of 7,270,958 shares of common stock and 17,415,437 new warrants (“New Warrants”). The New Warrants include these terms:

● Each New Warrant can subscribe for and purchase one share of common stock from the Company at an exercise price of $0.18 per share on or before December 29, 2028.

● The New Warrant can be exercised on a cash or cashless basis.

● The New Warrants will automatically convert if the common stock trades at a bid price equal to or greater than $0.36 per share for 30 consecutive trading days. New Warrant holders will be notified if the automatic conversion is triggered and will be provided with 20 trading days to deliver a notice of exercise to the Company.

● The New Warrants will be adjusted for stock dividends and stock splits should such an event occur during the term of the New Warrant.

The weighted average warrant fair value of the 2021 Investor Warrants successfully tendered, as determined using the Black-Scholes option valuation model, was in excess of the value of the consideration paid by the Company to the 2021 Investor Warrant holders who successfully tendered their warrants during the November 2023 Warrant Exchange. We did not recognize a gain as a result of the November 2023 Warrant Exchange.

The assumptions used to estimate the weighted average warrant fair value for the successfully tendered 2021 Investor Warrants include:

● We estimated volatility based primarily on historical monthly price changes of the Company’s stock equal to the expected life of the warrant.

● The risk-free interest rate was based on the U.S. Treasury yield in effect at the time of grant.

● The expected warrant term was the number of years the Company estimates the warrants will be outstanding prior to exercise based on expected historical exercise patterns.

After the November 2023 Warrant Exchange, we had a total of 43.2 million warrants outstanding comprised of 5.4 million warrants from 2018 issued to placement agents, 8.4 million warrants from 2021 issued to placement agents, 12.0 million remaining 2021 Investor Warrants, and 17.4 million New Warrants issued on December 26, 2023.

Preferred Stock

As of June 30, 2024, we had no shares of preferred stock outstanding.

Warrants

The following table summarizes warrant activity for the nine months ended June 30, 2024:

				Weighted			Weighted
				Average			Average
Outstanding Warrants	Number of			Exercise			Remaining
(In thousands, except prices and remaining lives)	Warrants			Price			Life
Outstanding at September 30, 2023		69,281		$	0.39			3.31
Granted through November 2023 Warrant Exchange		17,415			0.18			4.75
Tendered during November 2023 Warrant Exchange		(43,538	)		(0.36	)		(2.25	)
Canceled/Forfeited		—			—			—
Outstanding at June 30, 2024		43,158		$	0.33			4.14