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Subsequent Events | 6 Months Ended
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Mar. 31, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS Registered Direct Offering On April 2, 2025, the Company sold 465,000 shares of common stock, and pre-funded warrants to purchase 1,274,131 shares of common stock at an offering price of $1.15 and $1.1499, respectively. Net proceeds of the offering were approximately $1.735 million. The pre-funded warrants are exercisable immediately at $0.0001 per share and shall remain exercisable until exercised in full. A holder will not have the right to exercise, if the holder, together with its affiliates, would beneficially own in excess of 4.99% of the common stock; provided that upon 61 days’ notice, the holder may increase the beneficial ownership limitation to 9.99%. H.C. Wainwright and Co., LLC acted as the Company’s exclusive placement agent in connection with the Offering. The Company agreed to pay a cash fee of 7.0% of the gross proceeds, $25,000 for legal fees, $10,000 for expenses and $10,000 for a clearing fee. In addition, the Company granted placement agent warrants to purchase 121,739 shares of common stock. The placement agent warrants have an exercise price equal to $1.4375 per share, are exercisable six months after issuance and will expire after five years. If there is no effective registration statement for the resale of the shares issuable upon exercise of the placement agent warrants, holders may elect a “cashless” exercise, whereby they would receive the net number of shares of common stock determined according to a formula set forth in the placement agent warrants. On the expiration date of the placement agent warrants, any warrants outstanding will be automatically exercised via cashless exercise. Series A Preferred Stock On April 17, 2025, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Leonard Mazur (the “Purchaser”), the Chairman and Chief Executive Officer of the Company, pursuant to which the Company agreed to issue and sell one share of the Company’s newly designated Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), to the Purchaser for a purchase price of $100. The sale closed on April 17, 2025. The share of Series A Preferred Stock was issued to the Purchaser in connection with the special meeting of the stockholders of the Company (the “Special Meeting”), which has been called by the board of directors of the Company (the “Board”) for June 9, 2025, for the purpose of approving an amendment to the Company’s Articles of Incorporation, as amended, to increase the number of shares of the Company’s authorized common stock from 16,000,000 to 250,000,000 (the “Authorized Share Increase”). On April 17, 2025, the Company filed a certificate of designation (the “Certificate of Designation”) with the Nevada Secretary of State, effective as of the time of filing, designating the powers, rights, privileges and restrictions of the shares of Series A Preferred Stock. The Certificate of Designation provides that each share of Series A Preferred Stock will have 1,000,000,000 votes and will vote together with the outstanding shares of Common Stock as a single class, exclusively with respect to the Authorized Share Increase proposal and shall not be entitled to vote on any other matter. The Series A Preferred Stock will be voted, without action by the holder, on the Authorized Share Increase in the same proportion as the aggregate votes cast by holders of Common Stock “for” and “against” the proposal. The Series A Preferred Stock otherwise has no other voting rights, including in respect of any other proposal, except as otherwise mandated by applicable law. The voting power attributable to the Series A Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the Special Meeting, and the establishment of a quorum at the Special Meeting will be determined only with reference to the Common Stock. The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, change-of-control, dissolution or winding up of the Company, in each case whether voluntarily or involuntarily. The Series A Preferred Stock will not entitle its holder to receive dividends of any kind. The outstanding share of Series A Preferred Stock will be redeemed upon the earlier to occur of (i) the order of the Board in its sole discretion, and (ii) automatically and effective immediately after the publishing or announcement by the Company of the final results of a stockholder vote on the Authorized Stock Increase. Upon such redemption, the Purchaser will receive aggregate consideration of $100 (i.e., the Purchaser’s original purchase price).

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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