UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended ~~June~~March 3031, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 000-54239

Hypha Labs, Inc.

(Exact name of registrant as specified in its charter)

Nevada

27-3601979

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

5940 S. Rainbow Boulevard, Las Vegas, NV		89118
(Address of principal executive offices)		(Zip Code)

(702) 527-2060

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

☐

☒

The number of shares of the registrant’s common stock outstanding as of ~~August~~May 2115, ~~2025~~2026 was ~~145~~163,~~121~~895,~~825~~977.

TABLE OF CONTENTS

		~~Page~~	Page
		~~No.~~	No.
PART I - FINANCIAL INFORMATION		3	3
ITEM 1.	FINANCIAL STATEMENTS ~~(Unaudited)~~	3	3
	Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and September 30, 2024	3
	Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and September 30, 2025		3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2026 and 2025 (Unaudited)		4
	Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Stockholders’ Deficit for the Three and Six Months Ended March 31, 2026 and 2025 (Unaudited)		5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2025 and 2024 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2026 and 2025 (Unaudited)		6
	Notes to the Consolidated Financial Statements (Unaudited)	7	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25	25
ITEM 4.	CONTROLS AND PROCEDURES	25	25
PART II - OTHER INFORMATION		26	26
ITEM 1.	Legal Proceedings	26	26
ITEM 1A.	RISK FACTORS	26	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26	26
ITEM 4.	MINE SAFETY DISCLOSURES	26	26
ITEM 5.	OTHER INFORMATION	26	26
ITEM 6.	EXHIBITS	27	26
	SIGNATURES	28	27

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	June 30, 2025			September 30, 2024
	March 31, 2026			September 30, 2025
	(Unaudited)	~~(Unaudited)~~
Assets
Current assets:
Cash	$	~~147~~82,~~192~~200		$	9138,~~166~~118
Prepaids and other current assets		40,156			289,024
Note receivable, net		-			-
Deferred offering costs		153,032			30,000
Prepaids and other current assets		14,175			26,560
Total current assets		340,380			410,190
Deferred offering costs		-			255,853
Fixed assets, net		78,083			26,609
Total current assets		96,375			320,531
Right-of-use asset		35,640			57,006
Fixed assets, net		56,766			62,507
Total non-current assets		113,723			83,615
Right-of-use asset, net		6,678			26,180
Total Assets	$	454,103		$	493,805
Total non-current assets		63,444			88,687
Total Assets	$	159,819		$	409,218
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	~~383~~630,~~256~~315		$	86472,~~348~~551
Accrued expenses		~~223~~319,~~034~~169			~~166~~263,~~726~~026
Accrued expenses – related parties		59,901			25,923
Accrued expenses – related party		184,901			130,462
Accrued expenses		59184,901			25130,~~923~~462
Current maturities of notes payable		275,733			-
Current maturities of notes payable, net of discounts		293,513			226,078
Current maturities of convertible notes payable, net of discounts		1,208,235			1,078,235
Lease liabilities - current		6,842			26,838
Lease liability – current		36,545			36,428
Total current liabilities		1,434,740			1,118,955
Total current liabilities		2,186,704			1,393,660
Notes payable, net of current		123,100			89,600
Non-current liabilities:
Convertible notes payable, net of current and discounts		1,384,582			1,303,832
Lease liability - long term		-			26,838
Total Liabilities		2,942,422			2,512,387
Total non-current liabilities		-			26,838
Commitments and contingent liabilities (Note 13)		-			-
Total Liabilities		2,186,704			1,420,498
Mezzanine Equity
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of June 30, 2025 and September 30, 2024		333,600			333,600
Series B convertible preferred stock, $0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of March 31, 2026 and September 30, 2025		333,600			333,600
Commitments and Contingencies		-			-
Stockholders’ Deficit:
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of June 30, 2025 and September 30, 2024		1,048			1,048
Series A convertible preferred stock, $0.001 par value, 6,000,000 shares authorized; 1,047,942 shares issued and outstanding as of March 31, 2026 and September 30, 2025		1,048			1,048
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 and no shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		1			-
Series D preferred stock, $0.001 par value, 60,000,000 shares authorized; 700,313 and 390,250 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively		700			390
Series D preferred stock, $0.001 par value, 60,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		-			-
Series C preferred stock, $0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding as of March 31, 2026 and September 30, 2025		1			1
Preferred stock, value		-1			-1
Common stock, $0.001 par value, 880,000,000 shares authorized; 145,121,825 and 123,046,825 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively		145,121			123,046
Common stock, $0.001 par value, 880,000,000 shares authorized; 163,895,977 and 147,121,825 shares issued and outstanding as of March 31, 2026 and September 30, 2025, respectively		163,895			147,121
Additional paid-in capital		2021,~~878~~410,~~541~~232			1921,~~163~~063,~~039~~998
Accumulated deficit		(2324,~~090~~692,~~912~~079	)		(2023,~~547~~649,~~426~~327	)
Total Stockholders’ Deficit		(23,~~066~~116,~~201~~203	)		(12,~~260~~436,~~293~~769	)
Total Liabilities and Stockholders’ Deficit	$	~~454~~159,~~103~~819		$	~~493~~409,~~805~~218

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024			2025			2024
	2026			2025			2026			2025
	For the Three Months Ended						For the ~~Nine~~Six Months Ended
	June 30,						June 30,
	March 31,						March 31,
	2025			2024			2025			2024
	2026			2025			2026			2025
Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-
Operating expenses:
General and administrative		81114,~~683~~389			~~486~~95,~~209~~467			1300,~~172,261~~265			~~683~~1,~~456~~150,578
Professional fees		~~454~~306,~~344~~004			~~127~~573,~~364~~695			1595,~~338,192~~148			~~574~~823,~~728~~848
Total operating expenses		~~536~~420,~~027~~393			~~613~~669,~~573~~162			2895,~~510,453~~413			1,~~258~~974,~~184~~426
Operating loss		(~~536~~420,~~027~~393	)		(~~613~~669,~~573~~162	)		(2895,~~510,453~~413	)		(1,~~258~~974,~~184~~426	)
Other income (expense):
Gain on sale of subsidiary assets		-			(94,441	)		(20,003	)		1,502,064
Interest expense		(100,721	)		(22,660	)		(147,339	)		(45,034	)
Interest income		-			-			8,000			-
Recovery of previously written off receivables		-			50,000			-			50,000
Recovery of previously written off receivables					-			50,000			-
Interest income		-			-			-			8,000
Other income					-			-			13,896
Other expense		-			-			-			(20,003	)
Loss on debt extinguishment		-			-			-			(956,494	)
Total other income (expense)		(100,721	)		27,340			(147,339	)		(7,037	)
Interest expense		(25,996	)		(21,631	)		(71,030	)		(179,902	)
Net loss before income taxes		(521,114	)		(641,822	)		(1,042,752	)		(1,981,463	)
Total other income (expense)		(25,996	)		(116,072	)		(33,033	)		379,564
Provision for income taxes		-			-			-			-
Net loss from continuing operations before income taxes		(562,023	)		(729,645	)		(2,543,486	)		(878,620	)
Net loss	$	(521,114	)	$	(641,822	)	$	(1,042,752	)	$	(1,981,463	)
Provision for income taxes		-			22,748			-			(25,966	)
Weighted average number of common shares outstanding – basic		159,451,482			131,081,825			155,539,787			127,814,133
Net loss from continuing operations		(562,023	)		(706,897	)		(2,543,486	)		(904,586	)
Weighted average number of common shares outstanding – fully diluted		159,451,482			131,081,825			155,539,787			127,814,133
Net income from discontinued operations, net of taxes		-						-			585,156
Net loss per share from continuing operations – basic	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Net income (loss)	$	(562,023	)	$	(706,897	)	$	(2,543,486	)	$	(319,430	)
Net loss per share from discontinued operations – diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.02	)
Weighted average number of common shares outstanding – basic		136,951,495			107,730,705			130,817,429			95,605,702
Weighted average number of common shares outstanding – fully diluted		136,951,495			107,730,705			130,817,429			95,605,702
Net loss per share from continuing operations – basic	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Net income (loss) per share from discontinued operations – basic	$	-		$	0.00		$	-		$	0.01
Net income (loss) per share – basic	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	0.00
Net loss per share from continuing operations – diluted	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.01	)
Net income (loss) per share from discontinued operations – diluted	$	-		$	0.00		$	-		$	(0.00	)
Net income (loss) per share – diluted	$	(0.00	)	$	(0.01	)	$	(0.02	)	$	(0.00	)

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2026 AND 2025

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		~~Capital~~Shares		~~Deficit~~Amount			~~Deficit~~Capital			Deficit			Deficit
	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series CD Preferred Stock				~~Common~~Series C Preferred Stock				~~Additional~~Common ~~Paid-in~~Stock		~~Accumulated~~			~~Total~~Additional ~~Stockholders’~~Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		~~Capital~~Shares		~~Deficit~~Amount			~~Deficit~~Capital			Deficit			Deficit
Balance, September 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		123,046,825	$	123,046	$	19,163,039	$	(20,547,426	)	$	(1,260,293	)
Balance, September 30, 2025		333,600	$	333,600		1,047,942	$	1,048		390,250	$	390		1,000	$	1		147,121,825	$	147,121		$	21,063,998		$	(23,649,327	)	$	(2,436,769	)
Stock-based compensation		-		-		-		-		-		-		3,500,000		3,500		63,500		-			67,000
Series D preferred shares issued for cash proceeds net of fees and offering costs		-		-		-		-		310,063		310		-		-		-		-			54,877			-			55,187
Issuance of shares of Series C preferred stock		-		-		-		-		1,000		1		-		-		968,455		-			968,456
Stock-based compensation		-		-		-		-		-		-		-		-		8,400,000		8,400			209,731			-			218,131
Net income		-		-		-		-		-		-		-		-		-		(1,339,641	)		(1,339,641	)
Net loss		-		-		-		-		-		-		-		-		-		-			-			(521,638	)		(521,638	)
Balance, December 31, 2024		333,600		333,600		1,047,942		1,048		1,000		1		126,546,825		126,546		20,194,994		(21,887,067	)		(1,564,478	)
Balance, December 31, 2025		333,600		333,600		1,047,942		1,048		700,313		700		1,000		1		155,521,825		155,521			21,328,606			(24,170,965	)		(2,685,089	)
Stock-based compensation		-		-		-		-		-		-		10,075,000		10,075		378,988		-			389,063
Common shares issued for conversion of notes payable		-		-		-		-		-		-		-		-		8,374,152		8,374			81,626			-			90,000
Net income		-		-		-		-		-		-		-		-		-		(641,822	)		(641,822	)
Net loss		-		-		-		-		-		-		-		-		-		-			-			(521,114	)		(521,114	)
Balance, March 31, 2025		333,600		333,600		1,047,942		1,048		1,000		1		136,621,825		136,621		20,573,982		(22,528,889	)		(1,817,237	)
Balance, March 31, 2026		333,600	$	333,600		1,047,942	$	1,048		700,313	$	700		1,000	$	1		163,895,977	$	163,895		$	21,410,232		$	(24,692,079	)	$	(3,116,203	)
Stock-based compensation		-		-		-		-		-		-		8,500,000		8,500		304,559		-			313,059
Net income		-		-		-		-		-		-		-		-		-		(562,023	)		(562,023	)
Balance, June 30, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		145,121,825	$	145,121	$	20,878,541	$	(23,090,912	)	$	(2,066,201	)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2023		333,600	$	333,600		1,047,942	$	1,048		-	$	-		87,096,820	$	87,097	$	17,468,746	$	(19,761,997	)	$	(2,205,106	)
Balance, September 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		123,046,825	$	123,046	$	19,163,039	$	(20,547,426	)	$	(1,260,293	)
Stock-based compensation		-		-		-		-		-		-		-3,500,000		-3,500		163,~~153~~500		-			167,~~153~~000
Net Income		-		-		-		-		-		-		-		-		-		151,646			151,646
Issuance of shares of Series C preferred stock		-		-		-		-		1,000		1		-		-		968,455		-			968,456
Balance, December 31, 2023		333,600		333,600		1,047,942		1,048		-		-		87,096,820		87,097		17,469,899		(19,610,351	)		(2,052,307	)
Net loss		-		-		-		-		-		-		-		-		-		(1,339,641	)		(1,339,641	)
Shares issued for conversion of notes payable		-		-		-		-		-		-		4,000,000		4,000		36,000		-			40,000
Balance, December 31, 2024		333,600		333,600		1,047,942		1,048		1,000		1		126,546,825		126,546		20,194,994		(21,887,067	)		(1,564,478	)
Stock-based compensation		-		-		-		-		-		-		14,183,335		14,183		334,148		-			348,331
Balance		333,600		333,600		1,047,942		1,048		1,000		1		126,546,825		126,546		20,194,994		(21,887,067	)		(1,564,478	)
Modification of conversion price in debt extinguishment		-		-		-		-		-		-		-		-		956,494		-			956,494
Stock-based compensation		-		-		-		-		-		-		10,075,000		10,075		378,988		-			389,063
Net income		-		-		-		-		-		-		-		-		-		235,821			235,821
Net loss		-		-		-		-		-		-		-		-		-		(641,822	)		(641,822	)
Balance, March 31, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		105,280,155	$	105,280	$	18,796,541	$	(19,374,530	)	$	(471,661	)
Balance, March 31, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		136,621,825	$	136,621	$	20,573,982	$	(22,528,889	)	$	(1,817,237	)
Balance		333,600	$	333,600		1,047,942	$	1,048		-1,000	$	-1		~~105~~136,~~280~~621,~~155~~825	$	~~105~~136,~~280~~621	$	1820,~~796~~573,~~541~~982	$	(1922,~~374~~528,~~530~~889	)	$	(~~471~~1,~~661~~817,237	)
Stock-based compensation		-		-		-		-		-		-		7,433,335		7,433		180,631		-			188,064
Net income		-		-		-		-		-		-		-		-		-		(706,897	)		(706,897	)
Balance, June 30, 2024		333,600	$	333,600		1,047,942	$	1,048		-	$	-		112,713,490	$	112,713	$	18,977,172	$	(20,081,427	)	$	(990,494	)
Balance		333,600	$	333,600		1,047,942	$	1,048		-	$	-		112,713,490	$	112,713	$	18,977,172	$	(20,081,427	)	$	(990,494	)

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	2026			2025
	For the Nine Months Ended
	For the Six Months Ended
	June 30,
	March 31,
	2025			2024
	2026			2025
Cash flows from operating activities
Net loss from continuing operations	$	(21,~~543~~042,~~486~~752	)	$	(~~904~~1,~~586~~981,463	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		7,583			146
Stock-based compensation		218,131			1,424,419
Gain on sale of subsidiary net assets		-			(1,502,064	)
Amortization of debt discounts		39,420			-
Loss on debt extinguishment		-			956,494
Default penalties on notes payable charged to interest expense		44,765			-
Stock-based compensation		1,737,478			537,548
Deferred offering costs charged to expense		253,556			-
Amortization of debt discounts		-			43,050
Depreciation expense		5,742			3,247
Amortization of right-of-use asset		2119,~~366~~502			-12,092
Decrease (increase) in assets:
Other current assets		248,868			(1,545	)
Prepaids and other current assets		12,385			245,586
Increase (decrease) in liabilities:
Accounts payable		~~399~~157,~~715~~764			7244,~~441~~227
Accrued expenses		56,~~307~~142			~~(116~~35,~~036~~311	)
Accrued expenses – related parties		3354,~~978~~439			(7,~~610~~500	)
Lease liability		(2619,~~721~~996	)		-(17,530	)
Net cash used in operating activities from continuing operations		(64,912	)		(971,942	)
Net cash used in operating activities		(200,902	)		(41,611	)
Net cash provided by operating activities from discontinued operations		-			373,913
Net cash used in operating activities		(64,912	)		(598,029	)
Cash flows from investing activities
Purchase of fixed assets		~~(1,730~~-	)		(171,~~467~~730	)
Cash received from sale of subsidiary net assets		-			2,126,934
Net cash used in investing activities		-			(1,730	)
Net cash provided by (used in) investing activities from continuing operations		(1,730	)		2,109,467
Net cash used in investing activities from discontinued operations		-			(11,667	)
Net cash provided by (used in) investing activities		(1,730	)		2,097,800
Cash flows from financing activities
Proceeds from notes payable		115,600			-
Proceeds from sale of Series C Preferred shares		-			100
Repayments of notes payable		-			(595,965	)
Proceeds from sale of Series D Preferred shares and warrants, net of fees		57,484			-
Proceeds from convertible notes payable		~~130~~150,000			-
Repayments of convertible notes payable		-			(650,000	)
Proceeds from notes payable		102,500			65,600
Proceeds from sale of Series C Preferred shares		100			-
Repayments on notes payable		(65,000	)		-
Payment of deferred offering costs		~~(123,032~~-	)		-(92,432	)
Net cash used in financing activities from continuing operations		122,668			(1,245,965	)
Net cash provided by (used in) financing activities		244,984			(26,732	)
Net cash used in financing activities from discontinued operations		-			(15,784	)
Net increase (decrease) in cash		44,082			(70,073	)
Net cash used in financing activities		122,668			(1,261,749	)
Cash – beginning		38,118			91,166
Net increase (decrease) in cash		56,026			238,022
Cash – ending	$	82,200		$	21,093
Cash – beginning		91,166			271,006
Cash – ending	$	147,192		$	509,028
Supplemental disclosures:
Interest paid	$	-		$	~~266,533~~-
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Accounts payable and accrued interest added to note principal balance	$	-		$	39,965
Amortization of deferred offering costs	$	2,297		$	-
Common stock issued for conversion of note payable	$	-		$	40,000
Note payable issued for fixed assets and accounts payable	$	160,133		$	-

See accompanying notes to unaudited consolidated financial statements.

HYPHA LABS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Six Months Ended March 31, 2026 and 2025

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Hypha Labs, Inc. was incorporated in Nevada on October 5, 2010. Hypha Labs, Inc. and its subsidiaries (“Hypha Labs,” the “Company,” “we,” “our” or “us”) was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015.

On February 20, 2024, we completed the sale of the net assets of our wholly-owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date, we were no longer in the business as a service-oriented independent testing laboratory, data analytics and media firm ~~focused~~ focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, ~~cannabis~~ cannabis education and training. ~~Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.~~

~~Hypha~~Effective ~~Products~~March ~~Inc.~~12, a2024, ~~wholly owned subsidiary of~~ the Company, ~~was~~amended ~~formed~~Article on1 ~~April~~of ~~18,~~its ~~2024~~Articles ~~to engage in the research, development and commercialization~~ of anIncorporation ~~accelerator, the Hypha Micropearl accelerator, a home appliance designed~~ to ~~accelerate~~change ~~the~~its ~~production~~name offrom ~~nutritionally~~Digipath, ~~beneficial mushrooms for human consumption~~Inc. ~~The Company’s easy-~~to~~-use~~ ~~device,~~Hypha ~~together with its replacement cartridges~~Labs, ~~safely and effectively~~ ~~produces~~Inc. ~~enriched~~Hypha ~~mycelium of functional mushrooms~~Products, ~~or Micropearls~~Inc., ~~in just eight days. These Micropearls contain active mushroom ingredients that offer~~ a ~~way~~wholly toowned ~~harness~~subsidiary ~~the medicinal properties~~ of ~~fungi~~the ~~in a concentrated~~Company, ~~easy-to-handle,~~was ~~tasteless~~formed ~~and~~on ~~odorless~~April ~~form.~~18, ~~These Micropearls can be incorporated into various food and beverages without altering the flavor~~2024.

~~Our~~ Hypha Products ~~Micropearl~~Inc., ~~accelerator~~a ~~will~~wholly beowned ~~sold~~subsidiary ~~with~~of ~~replaceable~~the ~~cartridges~~Company, ~~which~~was ~~are~~formed ~~delivered~~on ~~pre-sterilized~~April to18, ~~the~~2024 ~~home~~to ~~and~~engage ~~ready~~in tothe ~~be inserted~~research, ~~into~~development ~~the~~and ~~device.~~commercialization of ~~These~~a ~~cartridges~~bioreactor, ~~will~~the beHypha ~~filled~~Micropearl ~~with~~bioreactor, ~~powerful~~a ~~nutrient~~home ~~formulations~~appliance ~~which~~designed ~~allow~~to ~~for~~accelerate the production of ~~the~~nutritionally ~~Micropearls.~~beneficial ~~The~~mushrooms QRfor ~~codes~~human onconsumption. ~~the~~The ~~cartridges~~Company’s ~~are scanned~~ easy-to-use ~~the~~device, ~~Hypha~~together ~~Labs~~with ~~app~~its ~~and~~replacement ~~inserted~~cartridges, ~~into~~safely ~~the~~and ~~device~~effectively produces ~~and~~enriched ~~the~~mycelium ~~Micropearls~~of ~~are~~functional ~~produced~~mushrooms, ~~and~~or ~~fully formed~~Micropearls, in just eight days. ~~After~~These ~~harvesting the~~ Micropearls ~~with~~contain aactive ~~strainer,~~mushroom ~~they~~ingredients that ~~are~~offer ~~ready to be incorporated into~~ a ~~variety~~way ~~of foods. The cartridges help~~ to ~~minimize~~harness the ~~risk~~medicinal properties of ~~mold~~fungi orin ~~yeast~~a ~~contamination~~concentrated, ~~and~~easy-to-handle, ~~help~~tasteless ~~improve~~and ~~the~~odorless ~~success of the at home mushroom growth~~form. WeThese ~~believe~~Micropearls ~~that~~can ~~our~~be ~~innovative~~incorporated ~~accelerator~~into ~~technology~~various ~~will~~food ~~disrupt traditional methods of mushroom production~~ and ~~bring~~beverages ~~lab-quality~~without ~~nutrient~~altering ~~ingredients into~~ the ~~home with convenience and efficiency~~flavor.

We intend to continue the design, development and testing of the Hypha Micropearl accelerator over the next six months. Initially, we will produce a limited number of accelerators at our headquarters for testing purposes, both with mycologists and experts in the functional mushroom industry. Upon completion of the design and successful testing of the Hypha Micropearl accelerator, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl accelerator for commercial sale. Our goal is to be in the position to market the Hypha Micropearl accelerator by the end of calendar year 2025, although there can be no assurance we will achieve our goal in this time period, or at all.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Intercompany accounts and transactions have been eliminated.

The unaudited consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the consolidated financial statements have been included. Such adjustments are of a normal, recurring nature. The consolidated financial statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2025. The interim consolidated financial statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

The unaudited condensed consolidated financial statements of the Company and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for a fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with GAAP and do not contain certain information included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at ~~June~~March 31, 2026 and September 30, 2025:

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Hypha Labs, Inc.(1)	Nevada	Parent
Hypha Products Inc.	Nevada	Subsidiary
Digipath Labs, Inc.	Nevada	Subsidiary
Digipath Labs CA, Inc. (2)	California	Subsidiary
Digipath Labs CA, Inc (2)	California	Subsidiary
Digipath Labs S.A.S.(3)	Colombia	Subsidiary
VSSL Enterprises, Ltd.(4)	Canada	Subsidiary

(1)	Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, Inc., the parent company.
(2)	Formed during the second fiscal quarter of 2021, but has ~~not~~no ~~yet commenced significant~~ operations.
(3)	Formed during the first fiscal quarter of 2019, but has ~~not~~no ~~yet commenced significant~~ operations.
(4)	Acquired on March 11, 2020, but has no operations.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. All significant inter-company transactions have been eliminated in the preparation of these financial statements. The parent company and subsidiaries will be collectively referred to herein as the “Company”, “Hypha” or “FUNI”. The Company’s headquarters are located in Las Vegas, Nevada.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

Our historical revenue was primarily generated through our subsidiary, Digipath Labs, which recognized revenue from the analytical testing of cannabis products for licensed producers and cultivators within the state of Nevada on a determinable fixed fee per test, or panel of tests, basis. Revenue from the performance of those services was recognized upon completion of the tests, at which time test results were delivered to the customer, provided collectability of the fee is reasonably assured. We typically required payment within thirty days of the delivery of results.

The Company had no revenues for the three and nine months ended June 30, 2025. For the three and nine months ended June 30, 2024, all revenues are classified as part of Net income from discontinued operations in the accompanying consolidated statement of operations.

Discontinued Operations

On April 20, 2023, the Company and Digipath Labs entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DPL NV, LLC (“Buyer”), pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for a cash purchase price of $2,300,000 (the “Purchase Price”). The business of an entity that is in the process of disposing of its assets by sale, or that intends to cease operations, is reported as discontinued operations if the transaction represents a strategic shift that will have a major effect on an entity’s operations and financial results. As such, the Company’s lab testing business is now reported as discontinued operations.

The results of discontinued operations are aggregated and presented separately in the Consolidated Statements of Operations as net income from discontinued operations for the periods ended June 30, 2024. The cash flows of the discontinued operations are reflected as cash flows of discontinued operations within the Company’s Consolidated Statements of Cash Flows for the periods ended June 30, 2024.

Amounts presented in discontinued operations have been derived from our consolidated financial statements and accounting records using the historical basis of assets, liabilities, results of operations, and cash flows of Digipath Labs. The discontinued operations exclude general corporate allocations.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three and ~~nine~~six months ended ~~June~~March 3031, ~~2025,~~2026 ~~108,823,464 shares issuable upon conversion of convertible notes payable, 8,120,000 shares issuable upon exercise of options, 15,387,050 shares issuable upon exercise of warrants,~~ and 132025,~~579,710~~ ~~shares issuable upon conversion of Series A Preferred and Series B Preferred shares, had an~~potential ~~anti-~~dilutive ~~effect~~securities ~~and were not included in the calculation~~ of ~~diluted net loss per common share. For the three and nine months ended June 30~~105, ~~2024~~058,166 and 104,490,131 shares issuable upon conversion of convertible notes payable, respectively, and 13,920,000 and 8,120,000 shares ~~of common stock~~ issuable upon exercise of options, 17,387,050 and 15,387,050 shares issuable upon exercise of warrants, and 13,579,710 shares issuable upon conversion of Series A Preferred and Series B Preferred shares, had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Segment Reporting

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its operating expenses and ~~income (~~loss) from operations. All significant ~~operating~~ operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Fair Value of Financial Instruments

The Company adheres to Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

	-	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
	-	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
	-	Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

The carrying value of cash, accounts receivable, accounts payables and accrued expenses, notes payable and convertible notes payable are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company has no assets or liabilities that are required to be remeasured at fair value at each reporting period.

Deferred Offering Costs

The Company capitalizes qualified legal, accounting and other direct costs related to its efforts to raise capital through the sale of its Series D Preferred shares under a qualified offering. Deferred offering costs will be deferred and amortized ratably upon sales under the offering, and upon completion, they will be reclassified to additional paid-in capital as a reduction of the offering proceeds. If the Company terminates the offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. During the three and six months ended March 31, 2026, the Company planned to terminate the offering and as a result recorded the remaining $253,556 as part of professional fees in the accompanying consolidated statement of operations. As of March 31, 2026 and September 30, 2025, $0 and $255,853 of deferred offering costs were capitalized related to the offering, which are included in deferred offering cost in the accompanying consolidated balance sheets.

Income Taxes

The Company recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. The Company provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The ~~pronouncement~~ amendment should be applied on a prospective basis while retrospective application is permitted. The Company ishas ~~currently~~adopted ~~evaluating~~this ~~the~~ASU ~~effect~~as of ~~this~~October 1, ~~pronouncement~~2025, which did not have a material effect on ~~its~~the ~~disclosures~~consolidated financial statements.

~~Note~~In 2November –2024, ~~Going~~the ~~Concern~~FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

As shown in the accompanying consolidated financial statements, as of June 30, 2025, the Company had negative working capital of $1,846,324, accumulated recurring losses of $23,090,912, and $147,192 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 32 – ~~Fair~~Going ~~Value of Financial Instruments~~Concern

~~Under~~As ~~FASB~~shown ~~ASC~~in ~~820-10-5, fair value is defined as~~ the ~~price~~accompanying ~~that~~unaudited ~~would~~consolidated befinancial ~~received~~statements, toas ~~sell~~of anMarch ~~asset~~31, or2026, ~~paid to transfer a liability in an orderly transaction between market participants at~~ the ~~measurement~~Company ~~date~~had ~~(an~~negative ~~exit~~working ~~price). The standard outlines a valuation framework and creates~~capital aof ~~fair~~$1,338,365, ~~value~~accumulated ~~hierarchy~~recurring inlosses ~~order~~of to$24,692,079, ~~increase the consistency~~ and ~~comparability~~$82,200 of ~~fair~~cash ~~value~~on ~~measurements and the related disclosures. Under GAAP~~hand, ~~certain~~which ~~assets~~may ~~and~~not ~~liabilities must~~ be ~~measured~~sufficient atto ~~fair~~sustain ~~value,~~operations. These ~~and~~factors ~~FASB~~raise ~~ASC~~substantial ~~820-10-50~~doubt ~~details~~about the ~~disclosures~~Company’s ~~that~~ability ~~are~~to ~~required for~~continue ~~items~~as ~~measured~~a atgoing ~~fair value~~concern.

The ~~following~~unaudited ~~schedule~~consolidated ~~summarizes~~financial statements do not include any adjustments that might result from the ~~valuation~~outcome of ~~financial~~any ~~instruments~~uncertainty atas ~~fair~~to the ~~value~~Company’s onability to continue as a ~~recurring~~going ~~basis~~concern. inThese financial statements also do not include any adjustments relating to the ~~balance~~recoverability ~~sheets~~and asclassification of ~~June 30,~~recorded ~~2025~~asset amounts or amounts and ~~September~~classifications ~~30,~~of ~~2024,~~liabilities ~~respectively:~~that might be necessary should the Company be unable to continue as a going concern.

~~Summary~~Note 3 of– ~~Financial~~Related ~~Instruments~~Party ~~at Fair Value on Recurring Basis~~Transactions

Level 1

Level 2

Level 3

Fair Value Measurements at June 30, 2025

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,208,235

During the three and six months ended March 31, 2026 and 2025 the Company incurred compensation expense of $30,000 and $60,000, respectively for services provided by the sole officer which are recorded in general and administrative expenses in the accompanying consolidated statement of operations. As of March 31, 2026, $140,000 was owed to the sole officer for services provided. As of March 31, 2026, the Company has accrued a total of $7,401 in reimbursable expenses owed to the sole officer.

Level 1

Level 2

Level 3

Fair Value Measurements at September 30, 2024

Level 1

Level 2

Level 3

Liabilities

Convertible notes payable

1,078,235

During the six months ended March 31, 2026 and 2025, the Company accrued fees of $10,000 for services provided by its directors. As of March 31, 2026, the Company has accrued a total of $37,500 in fees for services provided by its directors.

~~There~~During ~~were~~the nosix ~~transfers~~months ofended ~~financial~~March ~~assets~~31, or2026, ~~liabilities~~the ~~between~~Company ~~Level~~granted 12,000,000 ~~Level~~shares 2of ~~and~~its ~~Level~~common 3stock ~~inputs~~to the sole officer as compensation for services ~~the~~performed ~~nine~~with ~~months~~a ~~ended~~fair ~~June~~value ~~30,~~of ~~2025~~$48,800.

~~Note~~The 4transactions –described ~~Related~~above ~~Party~~involve ~~Transactions~~compensation and reimbursable expenses provided to members of management. These transactions may not have been conducted on an arms-length basis.

~~During~~Note ~~the~~4 ~~nine~~– ~~months~~Note ~~ended June 30, 2025 the Company incurred compensation expense of $90,000 for services provided by its sole officer. As of June 30, 2025, $30,000 was owed to the sole officer for services provided.~~Receivable

~~During~~On ~~the~~various ~~nine~~dates ~~months~~between ~~ended~~December 28, 2018 and June 3013, ~~2025~~2019, ~~the~~we ~~Company~~loaned ~~accrued~~Northwest ~~fees~~Analytical Labs, Inc. a total of $1595,000. ~~for~~The ~~services~~loans ~~provided~~bear interest byat ~~its~~an ~~directors.~~annual Asrate of ~~June 30~~10%, ~~2025~~are evidenced by secured demand notes, ~~the~~ ~~Company~~and ~~has~~are ~~accrued~~secured by a ~~total~~lien ofon ~~$22,500~~the inborrower’s ~~fees~~assets. An allowance for ~~services~~doubtful ~~provided~~accounts byfor ~~its~~the ~~directors~~full value of the notes was recorded prior to October 1, 2024, due to the uncertainty of collectability.

On December 8, 2022 (the “Transaction Date”), the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (the “Invictus Note”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023, accrued interest at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, $125,000 due on September 30, 2025, with the ~~Company~~final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has ~~accrued~~received athe ~~total~~upfront payment of $7275,~~401~~000 inand ~~reimbursable~~$124,000 ~~expenses~~of ~~owed~~payments from Invictus under the Invictus Note. In the event the Company receives no further payments from Invictus, the Company may seek to repossess the ~~officer~~equipment ~~and~~as ~~directors~~allowed under the agreement.

~~During~~The ~~the~~Company ~~nine~~has ~~months~~recorded ~~ended~~a ~~June~~full ~~30,~~allowance ~~2025,~~against the ~~Company~~Invictus ~~entered into an agreement with the sole officer to purchase 1,000 shares of Series C Preferred for $100 cash. See~~ Note ~~9 for further details~~.

Note 5 – Note Receivable

On various dates between December 28, 2018 and June 13, 2019, we loaned Northwest Analytical Labs, Inc. a total of $95,000. The loans bear interest at an annual rate of 10%, are evidenced by secured demand notes, and are secured by a lien on the borrower’s assets. An allowance for doubtful accounts for the full value of the notes has been recorded due to the uncertainty of collectability.

On December 8, 2022, the Company entered into an Asset Purchase Agreement with Invictus Wealth Group (“Invictus”), whereby the Company agreed to sell certain collateralized equipment to Invictus for a total purchase price of $900,000. The purchase price consisted of an upfront payment of $275,000, and a note receivable (“Invictus Note”) in the amount of $625,000. The Invictus Note originally had a maturity date of December 31, 2023, accrued interest at a rate of 10% per annum, and provided for principal payments of $100,000 each due on June 30, 2023 and September 30, 2023, with the final payment of $425,000 due on December 31, 2023. As of June 30, 2023, the Company received the full down payment of $275,000. In April 2023, the Invictus Note was amended and restated to extend the maturity date to March 31, 2024, with principal payments of $100,000 each due on September 30, 2023 and December 31, 2023, with the final payment of $425,000 due on March 31, 2024. Subsequent to December 31, 2023, the Company amended the Invictus Note for a second time to extend the maturity date to December 31, 2025, with principal payments of $50,000 each due on June 30, 2024, September 30, 2024 and December 31, 2024, $100,000 due on March 31, 2025 and June 30, 2025, and $125,000 due on September 30, 2025, with the final payment of $216,780 due on December 31, 2025. As of the date of this Quarterly Report on Form 10-Q, the Company has received $124,000 of payments from Invictus.

~~The Company has recorded a full allowance against the Invictus~~ Note~~, as of the transaction date, as collectability was not reasonably assured~~ at5 of– ~~the~~Fixed ~~transaction date.~~Assets

~~Note~~Fixed 6assets –consist ~~Fixed~~of ~~Assets~~the following at March 31, 2026 and September 30, 2025, respectively:

Fixed assets consist of the following at June 30, 2025 and September 30, 2024, respectively:

Schedule of Fixed Assets

	June 30,			September 30,
	March 31,			September 30,
	As of
	June 30,			September 30,
	March 31,			September 30,
	2025			2024
	2026			2025
Lab equipment	$	8674,~~712~~371		$	2774,~~655~~371
Less: accumulated depreciation		(817,~~629~~605	)		(111,~~046~~864	)
Total	$	7856,~~083~~766		$	2662,~~609~~507

~~Note~~For 7the ~~–Notes~~three ~~Payable~~months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $3,719 and $1,835, respectively. For the six months ended March 31, 2026 and 2025, the Company recorded depreciation expense of $5,742 and $3,247, respectively.

~~Notes~~Note ~~payable~~6 ~~consists~~–Notes ~~of the following at June 30, 2025 and September 30, 2024, respectively:~~Payable

Notes payable consists of the following at March 31, 2026 and September 30, 2025, respectively:

Schedule of Notes Payable

	June 30, 2025			September 30, 2024
	March 31, 2026			September 30, 2025
On October 15, 2024, the Company entered into a secured credit facility with a third party (the “2024 Secured Credit Facility”). Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. As of the date of this Quarterly Report on Form 10-Q, the Company has borrowed $86,900 against the facility. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400. On August 18, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2027 in exchange for a deferred payment of $2,607.	$	86,900		$	-
On October 15, 2024, the Company entered into a secured credit facility with a third party (the “2024 Secured Credit Facility”). Under the facility, the Company is able to borrow up to $200,000 which will incur interest at a rate of 12%, and is payable upon the earlier of February 28, 2025, or the date which the Company receives the escrow amount from the sale of the assets of Digipath Labs. On February 10, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2025 in exchange for a deferred payment of $400. On August 18, 2025, the facility holder agreed to extend the maturity date of the facility to July 31, 2027 in exchange for a deferred payment of $2,607. During the six months ended March 31, 2026, the Company borrowed an additional $33,500 against the facility.	$	123,100		$	89,600
On January 25, 2025, the Company entered into a 12% secured credit facility for up to $200,000 payable on the earlier of December 31, 2025 or the date the Company receives sufficient funds from the Invictus Note describe in Note 5 above. During the nine months ended June 30, 2025, the lender paid for certain services and equipment on behalf of the Company for an aggregate of $160,133. In addition, the lender advanced $23,000 of cash directly to the Company.		183,133			-
On January 25, 2025, the Company entered into a 12% secured credit facility (the “2025 Secured Credit Facility”) for up to $200,000 payable on the earlier of December 31, 2025 or the date the Company receives sufficient funds from the Invictus Note described in Note 4 above. During the year ended September 30, 2025, the lender paid for certain services and equipment on behalf of the Company for an aggregate of $116,556. In addition, the lender advanced $23,000 of cash directly to the Company. On February 5, 2026, the note holder agreed to further extend the maturity date of the note to December 31, 2026.		139,556			139,556
Total notes payable		275,733			-
On September 15, 2025, the Company entered into a promissory note with a principal balance of $113,850 which has a maturity date of July 15, 2026. The note carries an original issue discount of $14,850 and the lender retained $14,360 for legal and other fees for net proceeds to the Company of $84,640. In addition, the note carries an upfront interest charge of 12%, or $11,385, which was added to the principal balance upon closing. The aggregate discount of $40,595 is being amortized over the life of the loan. The note is to be repaid with an initial payment on March 15, 2026 of $62,617 and equal monthly payments thereafter of $15,654 through July 15, 2026. In the event of default, the note can be converted into shares of the Company’s common stock at a rate of 65% of the lowest trading price of the preceding 10 trading days. On March 15, 2026, the Company failed to make the required payment and the loan went into default. On March 23, 2026 the Company came to an agreement with the lender whereby it agreed to make a payment of $65,000 against the balance, with equal bi-weekly payments of $10,625 to be made thereafter until the balance is paid in full. As a result, the Company recorded a default penalty to interest expense of $44,765. In addition during the default period, the lender converted $20,000 of principal into 1,374,152 shares of common stock.		85,000			125,235
Less: current maturities		(275,733	)		-
On December 5, 2025, the Company entered into a promissory note with a principal balance of $94,300 which has a maturity date of September 30, 2026. The note carries an original issue discount of $12,300 and the lender retained $13,000 for legal and other fees for net proceeds to the Company of $69,000. In addition, the note carries an upfront interest charge of 12%, or $11,316, which was added to the principal balance upon closing. The aggregate discount of $36,616 is being amortized over the life of the loan. The note is to be repaid with an initial payment on May 30, 2026 of $52,808 and equal monthly payments thereafter of $13,202 through September 30, 2026. In the event of default, the note can be converted into shares of the Company’s common stock at a rate of 65% of the lowest trading price of the preceding 10 trading days.		105,616			-
Notes payable	$	-		$	-
Total notes payable		453,272			354,391
Less: discounts on notes payable		(36,659	)		(38,713	)
Notes payable, net of discounts		416,613			315,678
Less: current maturities		(293,513	)		(226,078	)
Notes payable, long term	$	123,100		$	89,600

The Company recorded interest expense pursuant to the stated interest ~~rate~~rates on the convertible notes ~~payable~~ in the amount of $45,~~329~~383 and $01,266 ~~during the~~for the three months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively,. ~~and~~The Company recorded interest expense pursuant to the stated interest rates on the notes payable in the amount of $610,~~102~~907 and $361,~~614~~773 ~~during~~for ~~nine~~the six months ended ~~June~~March 3031, ~~2025~~ 2026 and ~~2024~~2025, respectively.

During the three and six months ended March 31, 2026 the Company recorded debt amortization expense attributed to the debt discount on its notes payable in the amounts of $23,119 and $38,670, respectively. Unamortized discount as of March 31, 2026 is $36,659.

As of March 31, 2026 and as of the date of this filing, none of the above notes are in default. The secured notes are secured by the assets of the Company.

Note 87 –- Convertible Notes Payable

Convertible notes payable consist of the following at ~~June~~March 3031, ~~2025~~2026 and September 30, ~~2024~~2025, respectively:

Schedule of Convertible Notes Payable

	June 30,			September 30,
	March 31,			September 30,
	2025			2024
	2026			2025
(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 matured on August 11, 2022, as amended, 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, 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 14, 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. See “Note 16” for details.	$	50,000		$	50,000
(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. See “Note 16” for details.		355,469			355,469
(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 six months ended March 31, 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. See “Note 16” for details.		310,000			310,000
(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
(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 $7,255.30. 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. See “Note 16” for details.		362,765			362,765
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 $130,000 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.		130,000			-
(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
Total convertible notes payable	$	1,208,235		$	1,078,235
(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
Less: current maturities		(1,208,235	)		(1,078,235	)
(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.		150,000			-
Convertible notes payable	$	-		$	-
Total convertible notes payable		1,386,582			1,306,582
Less: unamortized debt discounts		(2,000	)		(2,750	)
Total		1,384,582			1,303,832
Less: current maturities		-			-
Convertible notes payable, long term	$	1,384,582		$	1,303,832

The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $21,667 and $21,630 for the three months ended June 30, 2025 and 2024, respectively. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $64,928 and $100,238 for the nine months ended June 30, 2025 and 2024, respectively

The Company ~~recognized~~recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $25,770 and $21,393 for the ~~nine~~three months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. The Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $52,246 asand ~~follows:~~$43,261 for the six months ended March 31, 2026 and 2025, respectively.

During the three and six months ended the Company recorded debt amortization expense attributed to the debt discount on its notes payable and convertible notes payable in the amounts of $23,494 and $39,420, respectively. Unamortized discount as of March 31, 2025 is $38,659.

As of March 31, 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 six months ended March 31, 2026 and 2025, respectively, as follows:

Schedule of Interest Expense

	June 30,		June 30,
	March 31,		March 31,
	2025		2024
	2026		2025
Interest on notes payable	$	610,~~102~~908	$	361,~~614~~773
Amortization of debt discounts		-39,420		~~43,050~~-
Interest on convertible notes		6452,~~928~~246		~~100~~43,~~238~~261
Total interest expense	$	71,030	$	179,902
Default penalties added to principal		44,765		-
Total interest expense	$	147,339	$	45,034

~~Note~~The 9following –summarizes ~~Stockholders~~the Company’s ~~Equity~~maturities of all debt instruments described above as of March 31, 2026:

Schedule of Maturities of Debt

Fiscal Year Ending	Future
September 30,	Maturities
2026		190,616
2027		1,303,236
2028		196,000
2029		-
2030		-
Thereafter		150,000
Total		1,839,852

Note 8 – Stockholders’ Equity

Preferred Stock

AsThe ~~of June 30, 2025, the~~ Company ~~was~~is authorized to issue 70,000,000 shares of preferred stock with a par value of $0.001 per share., As of ~~June~~ ~~30,~~which ~~2025,~~ 6,000,000 ~~shares of preferred stock~~ have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1,500,000 ~~shares~~ have been designated as Series B Convertible Preferred Stock (“Series B Preferred”), 1,000 shares have been designated as Series C Preferred Stock (“Series C Preferred”) , and ~~effective as of April 2, 2025,~~ 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”)., ~~The~~with the remaining 2,499,000 shares ~~of preferred stock are~~ available for designation from time to time by ~~our~~the ~~board~~Board ~~of directors~~ as set forth below. As of ~~June~~March 3031, ~~2025~~2026, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding, ~~and~~ 1,000 shares of Series C Preferred issued and outstanding., ~~There~~and ~~are~~700,313 ~~currently no~~ shares of Series D Preferred issued and outstanding. Our board of directors is authorized to determine any number of series into which the undesignated shares of preferred stock may be divided and to determine the rights, preferences, ~~privileges~~ privileges and restrictions granted to any series of the preferred stock. Each share of Series A Preferred is currently convertible into five shares of common stock, each share of Series B Preferred is currently convertible into twenty-five shares of common stock, and each share of Series D Preferred is currently convertible into one share of common stock. The Series C Preferred is not convertible into common stock.

Series A Preferred

The conversion price is adjustable in the event of stock splits and other adjustments in the Company’s capitalization, and in the event of certain negative actions undertaken by the Company. At the current conversion price, the 1,047,942 shares of Series A Preferred outstanding at ~~June~~March 3031, ~~2025~~2026 are convertible into 5,239,710 shares of the common stock of the Company. No holder is permitted to convert its shares of Series A Preferred if such conversion would cause the holder to beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

Additional terms of the Series A Preferred include the following:

●	The shares of Series A Preferred are entitled to dividends when, as and if declared by our board of directors as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above.
●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends.

●	The shares of Series A Preferred are entitled to dividends when, as and if declared by the Board as to the shares of the common stock of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share of Series A Preferred plus all accrued but unpaid dividends.

●	The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred.

●	Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below.

●	Consent of the holders of the outstanding Series A Preferred , voting separately as a class, is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred.

●	Pursuant to various Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

1314

● The Series A Preferred plus all declared but unpaid dividends thereon automatically will be converted into common stock, at the then applicable conversion rate, upon the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred. ● Each share of Series A Preferred will carry a number of votes equal to the number of shares of common stock into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described above. The Series A Preferred generally will vote together with the common stock and not as a separate class, except as provided below. ● Consent of the holders of the outstanding Series A Preferred, voting separately as a class, is required in order for the Company to: (i) amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of, the Series A Preferred; (ii) authorize, create or issue shares of any class of stock having rights, preferences, privileges or powers superior to the Series A Preferred; (iii) reclassify any outstanding shares into shares having rights, preferences, privileges or powers superior to the Series A Preferred; or (iv) amend the Company’s Articles of Incorporation or Bylaws in a manner that adversely affects the rights of the Series A Preferred. ● Pursuant to various Securities Purchase Agreements, holders of Series A Preferred are entitled to unlimited “piggyback” registration rights on registrations by the Company, subject to pro rata cutback at any underwriter’s discretion.

Series C Preferred

The Series C Preferred stock was designated on July 20, 2022. The principal feature of the Series C Preferred is that it provides the holder thereof, so long as he or she is an executive officer of the Company, with the ability to vote with the holders of the Company’s common stock on all matters presented to the holders of common stock, whether at a special or annual meeting, by written action in lieu of a meeting or otherwise, on the basis of 200,000 votes for each share of Series C Preferred. The shares of Series C Preferred are not convertible into common stock, are not entitled to dividends, are not subject to redemption, and have a stated value of $0.10 per share payable on any liquidation of the Company in preference to any payment payable to the holders of common stock.

On December 10, 2024, the Company entered into a Securities Purchase Agreement with A. Stone Douglass (the “Douglass Purchase Agreement”), the Company’s Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary and Director, pursuant to which Mr. Douglass purchased 1,000 shares of the Company’s Series C Preferred stock for a purchase price of $100. The Company determined that the shares had value in excess of the stated value in the amount of $968,356, which the Company recorded as compensation expense to the officer.

Additional terms of the Series C Preferred include the following:

● The shares of Series C Preferred are not entitled to dividends. ● Upon the liquidation or dissolution of the Company, ~~or any merger or sale of all or substantially all of~~ the ~~assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding~~ shares of ~~common stock, the shares of~~ Series C Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the stated value per share of Series C Preferred. ● The shares of Series C Preferred have no conversion rights.

Series D Preferred

The Series D Preferred ranks, as to dividend rights and rights upon our liquidation, dissolution, or winding up, junior to the Series A Preferred and Series B Preferred and senior to the Series C Preferred and all classes or series of common stock. The terms of the Series D Preferred do not limit our ability to (i) incur indebtedness or (ii) issue additional equity securities that are equal or senior in rank to the shares of Series D Preferred as to distribution rights and rights upon our liquidation, dissolution or winding up.

The shares of Series D Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock, the Series D Preferred will be entitled to dividends based on the number shares of common stock into which the Series D Preferred may then be converted.

The liquidation preference for each share of Series D Preferred is $0.20. Upon a liquidation, dissolution or winding up of the Company, holders of shares of Series D Preferred will be entitled to receive out of the assets of the Company available to its stockholders before any payment is made to the holders of shares of common stock or other classes of shares of the Company ranking junior to the Series D Preferred, the liquidation preference with respect to their shares plus an amount equal to any accrued but unpaid dividends (if declared) to, but not including, the date of payment with respect to such shares. After the payment to the holders of the Series D Preferred of the amount payable to them as above provided, they shall not be entitled to share in any further distribution of the assets or property of the Company.

The shares of Series D Preferred have no maturity date, and the Company is not required to redeem shares of Series D Preferred at any time. Accordingly, the shares of Series D Preferred will remain outstanding indefinitely, unless otherwise converted at the option of the holder thereof or pursuant to a mandatory conversion described below.

At any time after issuance, each share of Series D Preferred is convertible into one share of common stock at the option of the holder. At any time after issuance upon the occurrence of any of the following events, the Company shall have a right to direct the mandatory conversion of the Series D Preferred: (a) a change in control, or (b) if the closing price of the common stock closes at or above $0.40 per share for 10 consecutive trading days.

Holders of Series D Preferred generally have no voting rights. However, certain material and adverse changes to the terms of the Series D Preferred cannot be made without the affirmative vote of holders of at least a majority of the outstanding shares of Series D Preferred, voting as a separate class.

Regulation A Offering

On June 30, 2025, the Securities and Exchange Commission (the “SEC”) declared effective the Company’s offering statement on Form 1-A (the “Offering Statement”) filed pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the “Securities Act”). On July 1, 2025, the Company commenced a public offering on a “best-efforts” basis of up to a maximum of 50,000,000 units (the “Units”), at a public offering price of $0.20 per Unit. Each Unit consists of (i) one share of our Series D Preferred stock, and (ii) one Common Stock Purchase Warrant (each, a “Warrant”) to purchase one share of our common stock, par value $0.001 per share (the “Common Stock”), for a maximum aggregate offering amount of $10,000,000 (the “Maximum Offering Amount”), plus up to an additional 10,000,000 Bonus Shares (as described in the Offering Statement). The minimum initial investment amount per investor is $1,000 for 5,000 Units. Additionally, investors are required to pay a transaction fee to the Company at the time of subscription to help offset transaction costs equal to 2.0% of the subscription price per Unit, up to a maximum of $100.00 (the “Transaction Fee”), representing a total minimum investment of $1,020.

The Units have no stand-alone rights and are not certificated or issued as stand-alone securities. The Warrants became exercisable on the 180th day following the qualification date of the offering and will remain exercisable for a period of 18 months thereafter. Each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $0.30 per share. The shares of Series D Preferred stock and the Warrants comprising each Unit are immediately separable upon issuance and will be issued separately, but must be purchased together as a Unit in the offering.

On November 6, 2025, the Company filed a supplement to the Offering Statement pursuant to Rule 253(g)(2) under the Securities Act to reflect an increase in the public offering price per Unit from $0.20 to $0.21.

During the six months ended March 31, 2026, the Company sold 310,063 shares of Series D Preferred shares and 310,063 warrants to purchase shares of common stock for net proceeds of $57,485 under the Offering Statement. In addition, the Company amortized $2,297 of deferred offering costs against the proceeds during the six months ended March 31, 2026.

Common Stock

The common stock has a par value of $0.001, and 880,000,000 shares were authorized as of ~~June~~March 3031, ~~2025~~2026, of which ~~145~~163,~~121~~895,~~825~~977 shares were issued and outstanding ~~as of June 30, 2025~~.

~~Common~~During ~~Stock~~the ~~Transactions~~six ~~for~~months ~~the~~ended ~~Nine~~March ~~Months~~31, ~~Ended~~2026, ~~June~~the 30Company issued 2,000,000 ~~2025~~shares of common stock to the sole officer. The shares were valued at the closing price on the date of issuance for an aggregate value of $48,800.

During the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026, the Company issued 196,~~075~~400,000 shares of common stock to outside consultants ~~in exchange for services performed~~. The shares were valued at the closing price on the date of issuance for an aggregate value of $~~613~~152,~~563~~600.

During the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026, the Company issued ~~an aggregate of 3~~8,~~000~~374,~~000~~152 shares of common stock toupon the ~~Board~~conversion of ~~Directors~~$90,000 ~~in exchange~~of ~~for~~principal ~~services performed. The shares were valued at the closing price~~ on notes ~~the date of issuance for an aggregate value of $90,000~~payable.

Note 109 – Mezzanine Equity

Series B Preferred

The shares of Series B Preferred were designated on December 29, 2021. Each share of Series B Preferred has a stated value of $1.00 and is currently convertible into common stock at a conversion price equal to $0.04. The conversion price of the Series B Preferred is subject to equitable adjustment in the event of a stock split, stock dividend or similar event with respect to the common stock, and in the event of the issuance of common stock by the Company below the conversion price, subject to customary exceptions. At the current conversion price, the 333,600 shares of Series B Preferred outstanding at ~~June~~December 3031, 2025 are convertible into 8,340,000 shares of the common ~~stock~~ stock of the Company. No holder is permitted to convert its shares of Series B Preferred if such conversion would cause the holder to ~~beneficially~~ beneficially own more than 4.99% of the issued and outstanding common stock of the Company immediately after such conversion, unless waived by such holder by providing at least sixty-five days’ notice.

1516

Additional terms of the Series B Preferred include the following:

●	The shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of the Company, the Series B Preferred will be entitled to dividends based on the number of shares of common stock into which the Series B Preferred may then be converted.

●	Upon the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred are entitled to receive, prior to any distribution to the holders of common stock and Series A Preferred, 100% of the purchase price per share of Series B Preferred plus all accrued but unpaid dividends.

●	Each share of Series B Preferred carries a number of votes equal to the number of shares of common stock into which such shares of Series B Preferred may then be converted.

Due to the change in control provision of the Series B Preferred, the Series B Preferred is classified as temporary equity on the ~~balance~~unaudited ~~sheet~~consolidated balance sheets.

Note 1110 – Common Stock Options

Stock Incentive Plan

On June 21, 2016, we amended and restated our 2012 Stock Incentive Plan (the “2012 Plan”), which was originally adopted on March 5, 2012, and terminated on March 5, 2022. As amended, the 2012 Plan provided for the issuance of up to 11,500,000 shares of common stock pursuant to the grant of options or other awards, including stock grants, to employees, officers or directors of, and consultants to, the Company and its subsidiaries. Options granted under the 2012 Plan may either be intended to qualify as incentive stock options under the Internal Revenue Code of 1986, or may be non-qualified options, and are exercisable over periods not exceeding ten years from date of grant.

Common Stock Option Issuances

~~During~~There ~~the~~were ~~nine~~no ~~months~~issuances ~~ended June 30, 2025, the Company issued 6,000,000 options to an outside consultant with the following terms; (i) 2,000,000 options will have an exercise price~~ of ~~$0.03~~common ~~and~~stock ~~will vest after two months from the date of issuance, (ii) 2,000,000~~ options ~~will~~during ~~have an exercise price of $0.10 and will vest after four months from~~ the ~~date of issuance, and (iii) 2,000,000 options will have an exercise price of $0.10 and vest after~~ six months ~~from~~ended ~~the~~March ~~date of issuance. All 6~~31,~~000,000~~ ~~options have a term of one year from the date of issuance~~2026. ~~These options were not issued pursuant to any stock incentive plan.~~

Amortization of Stock-Based Compensation

A total of $516,~~760~~731 and $~~1,153~~0 of stock-based compensation expense was recognized during the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively, as a result of the vesting of common stock options issued in prior periods. As of ~~June~~March 3031, ~~2025,~~2026 ~~$73,413~~no additional amounts of unamortized expense remains to be amortized over the vesting period.

The following is a summary of information about the stock options outstanding at ~~June~~March 3031, ~~2025~~2026.

Shares Underlying Options Outstanding

~~Shares Underlying Options Exercisable~~

Shares Underlying Options Exercisable

Weighted

Average

~~Weighted~~

Weighted

~~Shares~~

~~Weighted~~

Weighted

Range of

Underlying

Remaining

~~Average~~

Average

~~Underlying~~

Underlying

~~Average~~

Average

Exercise

Options

Contractual

~~Exercise~~

Exercise

~~Options~~

Options

~~Exercise~~

Exercise

Prices

Outstanding

Life

~~Price~~

Price

~~Exercisable~~

Exercisable

~~Price~~

Price

.0056-0.13

13,920,000

~~2.33 years~~

1.58 years

~~0.062~~

0.062

~~7,920,000~~

13,920,000

~~0.051~~

0.062

1617

The following is a summary of activity of outstanding common stock options:

				Weighted
				Average
	Number			Exercise
	of Shares			Price
Balance, September 30, 2024		8,120,000		$	0.052
Balance, September 30, 2025		13,920,000		$	0.062
Options issued		~~6,000,000~~-			~~0.077~~-
Options forfeited		~~(200,000~~-	)		~~0.10~~-
Balance, June 30, 2025		13,920,000		$	0.052
Balance, March 31, 2026		13,920,000		$	0.062
Exercisable, June 30, 2025		7,920,000		$	0.052
Exercisable, March 31, 2026		13,920,000		$	0.062

As of ~~June~~March 3031, ~~2025~~2026, these options in the aggregate had $5146,~~540~~890 of intrinsic value for the outstanding and exercisable options, based on the per share market price of $0.~~028~~027 of the Company’s common stock as of such date was greater than the weighted-average exercise price of some of these options.

Note 1211 – Common Stock Warrants

Warrants to purchase a total of 17,~~387~~974,~~050~~312 shares of common stock were outstanding as of ~~June~~March 3031, ~~2025~~2026.

~~During~~The ~~the~~following ~~nine~~is ~~months~~a ~~ended~~summary ~~June~~of ~~30,~~information ~~2025,~~about ~~the~~our ~~Company issued 2,000,000~~ warrants to anpurchase ~~outside~~common ~~consultant~~stock ~~with~~outstanding anat ~~exercise~~March ~~price of $0.03~~31, ~~and~~ a2026 ~~term~~(including ofthose ~~ten~~issued to ~~years~~both ~~after~~investors ~~the issuance date~~ and ~~which~~service ~~vest immediately~~providers). ~~The Company valued the warrants at $59,799.~~

The following is a summary of information about our warrants to purchase common stock outstanding at June 30, 2025 (including those issued to both investors and service providers).

~~Shares Underlying~~

Shares Underlying

Shares Underlying Warrants Outstanding

~~Warrants Exercisable~~

Warrants Exercisable

Weighted

Average

~~Weighted~~

Weighted

~~Shares~~

~~Weighted~~

Weighted

Range of

Underlying

Remaining

~~Average~~

Average

~~Underlying~~

Underlying

~~Average~~

Average

Exercise

Warrants

Contractual

~~Exercise~~

Exercise

~~Warrants~~

Warrants

~~Exercise~~

Exercise

Prices

Outstanding

Life

~~Price~~

Price

~~Exercisable~~

Exercisable

~~Price~~

Price

0.0074 -0.1030

1718,~~387~~087,~~050~~363

~~7.12 years~~

6.20 years

~~0.017~~

0.028

~~17,387,050~~

17,387,050

~~0.017~~

0.017

The following is a summary of activity of outstanding common stock warrants:

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2024		15,387,050	$	0.016
Balance, September 30, 2025		17,777,300	$	0.023
Warrants granted		2310,~~000,000~~063		0.0230
Warrants expired		-		-
Balance, June 30, 2025		17,387,050	$	0.017
Balance, March 31, 2026		18,087,363	$	0.028
Exercisable, June 30, 2025		17,387,050	$	0.017
Exercisable, March 31, 2026		17,387,050	$	0.017

As of ~~June~~March 3031, ~~2025~~2026, these warrants in the aggregate had $~~302~~278,~~073~~243 of intrinsic value as the per share market price of $0.~~028~~027 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

17Note 12 – Leases

Note 13 – Leases

On May 6, 2024, the Company entered into a lease to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The components of lease expense were as follows:

Schedule of Lease Expense

	For the		For the
	Nine Months		Nine Months
	Six Months Ended		Six Months Ended
	Ended June 30,		Ended June 30,
	March 31,		March 31,
	2025		2024
	2026		2025
Operating lease cost	$	3020,~~354~~236	$	-20,236
Total net lease cost	$	3020,~~354~~236	$	-20,236

Supplemental balance sheet information related to leases was as follows:

	June 30,			September 30,
	March 31,			September 30,
	2025			2024
	2026			2025
Operating leases:
Operating lease assets	$	356,~~640~~678		$	5726,~~006~~180
Current portion of operating lease liabilities		366,~~545~~842		$	3626,~~428~~838
Noncurrent operating lease liabilities		-			~~26,838~~-
Total operating lease liabilities	$	366,~~545~~842		$	6326,~~266~~838
Weighted average remaining lease term:
Operating leases		0.9217 years			1.7567 years
Weighted average discount rate:
Operating leases		7.9	%		7.9	%

Supplemental cash flow and other information related to leases was as follows:

	For the		For the
	Nine Months		Nine Months
	Six Months Ended		Six Months Ended
	Ended June 30,		Ended June 30,
	March 31,		March 31,
	2025		2024
	2026		2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	2619,~~721~~996	$	-17,530
Financing cash flows used for finance leases	$	-	$	-
Leased assets obtained in exchange for lease liabilities:		-
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

1819

The following is a maturity analysis of the annual undiscounted cash flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating leases as of ~~June~~March 3031, ~~2025~~2026:

Fiscal Year Ending	Minimum Lease
June 30,	Commitments
September 30,	Commitments
2025 (3 months)	$	10,365
2026 (6 months)	$	6,910
2026		27,639
2027		-
2028		-
2029		-
Total future undiscounted lease payments		38,004
2030		-
Less interest		(1,459	)
Total future undiscounted lease payments		6,910
Present value of lease payments		36,545
Less interest		(68	)
Less current portion		(36,545	)
Present value of lease payments		6,842
Less current portion		6,842
Long-term operating lease liabilities	$	-

Note 1413 – Commitments and Contingencies

Legal Contingencies

There are no material pending legal proceedings to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

Note 15 – Discontinued Operations

On April 20, 2023, the Company and Digipath Labs entered into the Purchase Agreement with Buyer pursuant to which Digipath Labs agreed to sell substantially all of its assets to Buyer for the Purchase Price as described in Note 1 above. The Purchase Price was subject to adjustments at closing based on, among other things, the amount by which the working capital of Digipath Labs at the closing was greater or less than $150,000.

The Purchase Agreement included a number of representations, warrantees, covenants and conditions to closing customary for this type of transaction. In addition, the closing of the transaction was subject to the approval of the Nevada Cannabis Compliance Board (the “CCB”). On January 18, 2024, the Company received approval from the CCB to transfer the assets pursuant to the Purchase Agreement.

Pursuant to the Purchase Agreement, the Buyer deposited $230,000 into an escrow account upon the execution of the Purchase Agreement, and such amount was to continue to be held in escrow for a 12-month period following closing to satisfy any indemnification claims Buyer may have against Digipath Labs.

In connection with the transactions contemplated by the Purchase Agreement, the Company, Digipath Labs and Buyer entered into a Management Services Agreement (the “Management Services Agreement”), dated as of April 30, 2023, pursuant to which Buyer was engaged to manage the operation of Digipath Labs’ cannabis testing laboratory (the “Lab”). The effectiveness of the Management Services Agreement was subject to the approval of the CCB, which was obtained on October 17, 2023. Pursuant to the Management Services Agreement, after the payment of expenses to third parties and a payment of 15% of cash collections to Digipath Labs (but not less than $15,000) in each month, Buyer was entitled to a management fee of $10,000 per month. Any remaining cash generated from the operation of the Lab in any month was payable 45% to the Buyer and 55% to the Company.

On February 20, 2024, we completed the sale of the net assets of our subsidiary Digipath Labs to Buyer. On June 24, 2024, the Company and Buyer settled the final amount owed on the working capital adjustment for an additional payment of $42,835. As a result of the closing, the Company recognized a gain on the sale of the assets in the amount of $1,581,981 which includes the excess value of the Purchase Price above the net assets as well as the working capital adjustment. On November 27, 2024, the Company entered into an amendment to the Asset Purchase Agreement with Buyer. Pursuant to the amendment, the Company and Buyer agreed to an early release of the escrow deposit, whereby the escrow deposit was reduced to $200,000 and released immediately to the Company. The Company received the escrow deposit amount on December 3, 2024. The settlement is recorded in other expenses in the accompanying statement of operations.

The statements of operations of Digipath Labs are summarized below:

Schedule of Discontinued Operations of Income Statement and Balance Sheet Disclosures

	2025		2024		2025		2024
	For the Three Months Ended				For the Nine Months Ended
	June 30,				June 30
	2025		2024		2025		2024
Revenues	$	-	$	-	$	-	$	1,635,299
Cost of sales		-		-		-		650,524
Gross profit		-		-		-		984,775
Operating expenses:
General and administrative		-		-		-		393,168
Professional fees		-		-		-		4,750
Total operating expenses		-		-		-		397,918
Operating income(loss)		-		-				586,857
Other income (expense):
Interest expense		-		-		-		(1,701	)
Total other income (expense)		-		-		-		(1,701	)
Net income (loss)	$	-	$	-	$	-	$	585,156

Note 16 – Subsequent Events

On August 18, 2025, (i) the holder of the 2024 Secured Credit Facility agreed to further extend the maturity date thereof to July 31, 2027 in exchange for a deferred payment by the Company of $2,607, and (ii) the holders of the convertible promissory notes described in items #1-4 in Note 8 to the consolidated financial statements of the Company agreed to further extend the maturity dates thereof to July 31, 2027 in exchange for aggregate deferred payments by the Company totaling $32,347.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The information contained in this Quarterly Report on Form 10-Q is intended to update the information contained in our Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our unaudited financial statements and the notes to the financial ~~statements~~ statements included elsewhere in this Quarterly Report on Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year ended September 30, ~~2024~~2025 in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statements and notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q.

Overview

On February 20, 2024, we completed the sale of the net assets of our wholly owned subsidiary Digipath Labs, Inc. (“Digipath Labs”). As of that date, we were no longer in the business as a service- oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Following closing of the asset sale, the Company changed its name from Digipath, Inc. to Hypha Labs, Inc.

Hypha Products Inc., a wholly owned subsidiary of the Company, was formed on April 18, 2024 to engage in the research, development and commercialization of ana ~~accelerator~~bioreactor, the Hypha Micropearl ~~accelerator~~bioreactor, a home appliance designed to accelerate the production of nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the medicinal properties of fungi in a concentrated, easy-to-handle, tasteless and odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.

Our Hypha Micropearl ~~accelerator~~bioreactor will be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be ~~inserted~~ inserted into the device. These cartridges ~~will~~are be filled with powerful nutrient formulations which allow for the production of the Micropearls. ~~The~~ The QR codes on the cartridges are scanned to the Hypha Labs app and inserted into the device and the Micropearls are produced and fully formed in eight days. After harvesting the Micropearls with a strainer, they are ready to be incorporated into a variety of foods. The cartridges help to minimize the risk of mold or yeast contamination and help improve the success of the at home mushroom growth. We believe that our innovative ~~accelerator~~bioreactor technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency.

We intend to continue the design, development and testing of the Hypha Micropearl ~~accelerator~~bioreactor over the next ~~six~~nine months. Initially, we will produce a limited number of ~~accelerators~~bioreactors at our headquarters for testing purposes, both with mycologists and experts in the functional mushroom industry. Upon completion of the design and successful testing of the Hypha Micropearl ~~accelerator~~bioreactor, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl ~~accelerator~~bioreactor for commercial sale. Our goal is to be in the position to market the Hypha Micropearl ~~accelerator~~bioreactor by the ~~end~~latter part of calendar year ~~2025~~2026, although there can be no assurance we will achieve our goal in this time period, or at all.

Results of Operations for the Three Months Ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025:

The following table summarizes selected items from the statement of operations for the three months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025.

	Three Months Ended June 30,						Increase /
	Three Months Ended March 31,						Increase /
	2025			2024			(Decrease)
	2026			2025			(Decrease)
Operating expenses:
General and administrative	$	81114,~~683~~389		$	~~486~~95,~~209~~467		$	~~(404~~18,~~526~~922	)
Professional fees		~~454~~306,~~344~~004			~~127~~573,~~364~~695			~~326~~(267,~~980~~691	)
Total operating expenses:		~~536~~420,~~027~~393			~~613~~669,~~573~~162			(77248,~~546~~769	)
Operating loss		(~~536~~420,~~027~~393	)		(~~613~~669,~~573~~162	)		~~167~~248,~~622~~769
Total other income (expense)		(25,996	)		(116,072	)		90,076
Total other income (expense), net		(100,721	)		27,340			(128,061	)
Net income (loss)	$	(562,023	)	$	(706,897	)	$	144,874
Net loss	$	(521,114	)	$	(641,822	)	$	120,708

General and Administrative Expenses

General and administrative expenses for the three months ended ~~June~~March 3031, ~~2025~~2026 were $81114,~~683~~389, compared to $~~486~~95,~~209~~467 during the three months ended ~~June~~March 3031, ~~2024~~2025, aan ~~decrease~~increase of $~~404~~18,~~526~~922, or 8320%. General and administrative expenses ~~decreased~~increased primarily due to ~~decreased~~increased ~~corporate~~marketing ~~overhead activities~~expenses.

Professional Fees

Professional fees for the three months ended ~~June~~March 3031, ~~2025~~2026 were $~~454~~306,~~344~~004, compared to $~~127~~573,~~364~~695 during the three months ended ~~June~~March 3031, ~~2024~~2025, ana ~~increase~~decrease of $~~326~~267,~~980~~691, or ~~257~~47%. Professional fees included non-cash, stock-based compensation of $~~313,059~~0 and $0389,063 during the three months ended ~~June~~ 30March 31, ~~2025~~2026 and ~~2024~~2025, respectively. Professional fees ~~increased~~decreased primarily due to the decrease in stock based compensation offset by increased corporate consulting services and legal fees during the current period as we increased our focus on developing our new business in addition to expensing the remaining portion of the deferred offering costs.

Other Income (~~expense~~Expense)

Other expense, on a net basis, for the three months ended ~~June~~March 3031, ~~2025~~2026 was $25100,~~996~~721, compared to other ~~expense~~income, on a net basis, of $~~116~~27,~~072~~340 during the three months ended ~~June~~March 3031, ~~2024~~2025, a ~~decrease~~net ofincrease ~~$90,076~~ in other ~~expenses~~expense of $128,061. Other expense consisted of interest expense of $100,721 for the three months ended March 31, 2026 compared to interest expense of $2522,~~996~~660 offset by the gain on the recovery of previously written off receivables for the three months ended March 31, 2025. The increase in interest expense in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 was a result of increased note payable and convertible note payable balances.

Results of Operations for the ~~Nine~~Six Months Ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025:

The following table summarizes selected items from the statement of operations for the ~~nine~~Six months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025.

	Nine Months Ended June 30,						Increase /
	Six Months Ended March 31,						Increase /
	2025			2024			(Decrease)
	2026			2025			(Decrease)
Operating expenses:
General and administrative	$	1300,~~172,261~~265		$	~~683~~1,~~456~~150,578		$	~~488~~(850,~~805~~313	)
Professional fees		1595,~~338,192~~148			~~574~~823,~~728~~848			~~763~~(228,~~464~~700	)
Total operating expenses:		2895,~~510,453~~413			1,~~258~~974,~~184~~426			(1,~~252~~079,~~269~~013	)
Operating loss		(2895,~~510,453~~413	)		(1,~~258~~974,~~184~~426	)		(1,~~252~~079,~~269~~013	)
Total other income (expense)		(33,033	)		379,564			(412,597	)
Total other expense, net		(147,339	)		(7,037	)		(140,302	)
Net loss from continuing operations		(2,543,486	)		(904,586	)		(1,638,900	)
Net loss	$	(1,042,752	)	$	(1,981,463	)	$	938,711
Net income from discontinued operations		-			585,156			(585,156	)
Net income (loss)	$	(2,543,486	)	$	(319,430)		$	(2,224,056	)

General and Administrative Expenses

General and administrative expenses for the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 were $1300,~~172~~265,~~261,~~ compared to $~~683~~1,~~456~~150,578 during the ~~nine~~six months ended ~~June~~March 3031, ~~2024~~2025, ana ~~increase~~decrease of $~~488~~850,~~805~~313, or ~~101~~74%. General and administrative expenses ~~increased~~included ~~primarily~~non-cash, ~~due~~stock-based tocompensation ~~increased~~of ~~corporate overhead~~$48,800 ~~activities~~and $968,356 during the six months ended March 31, 2026 and 2025, respectively. General and administrative expenses decreased primarily due to the issuance of the Series C Preferred shares to our sole officer with a value in excess of the purchase price of $968,356 during the prior period which did not occur in the current period.

Professional Fees

Professional fees for the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 were $1595,~~338~~148,~~192,~~ compared to $~~574~~823,~~728~~848 during the ~~nine~~six months ended ~~June~~March 3031, ~~2024~~2025, ana ~~increase~~decrease of $~~763~~228,~~464~~700, or ~~599~~28%. Professional fees included non-cash, stock-based compensation of $1169,~~737,478~~331 and $~~537~~456,~~548~~063 during the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025, respectively. Professional fees ~~increased~~decreased primarily due to the decrease in stock based compensation offset by increase corporate consulting services and legal fees during the current period as we increased our focus on developing our new business in addition to expensing the remaining portion of the deferred offering costs.

Operating Loss

Our operating loss for the nine months ended June 30, 2025 was $2,510,453, compared to an operating loss of $1,258,184 during the nine months ended June 30, 2024, an increase of $1,252,269, or 204%. Our operating loss increased primarily due to our increased general and administrative expenses.

Other Income (Expense)

Other expense, on a net basis, for the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 was $33147,~~000~~339, compared to other ~~income~~expense, on a net basis, of $~~379~~7,~~564~~037 during the ~~nine~~six months ended ~~June~~March 3031, ~~2024~~2025, a net increase in other expense of $140,302. Other expense consisted of interest expense of $71147,~~030~~339 for the six months ended March 31, 2026 compared to interest expense of $45,034 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 and the recovery of previously written off receivables of $50,000 for the ~~nine~~ six months ended ~~June 30~~March 31, 2025. ~~Other~~The ~~income~~increase ~~consisted~~in of interest expense ofin ~~$179,902,~~the ~~loss~~six onmonths ~~extinguishment~~ended ofMarch ~~debt of $956~~31,~~494,~~ ~~the~~2026 ~~receipt from~~compared anto ~~insurance claim, and~~ the ~~gain~~six onmonths ~~the~~ended ~~sale~~March of31, ~~the~~2025 ~~net~~was a ~~assets~~result of ~~Digipath~~increased ~~Labs~~note ofpayable ~~$1,502,064~~and ~~for~~convertible ~~the~~note ~~nine~~payable ~~months ended June 30, 2024~~balances.

Liquidity and Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026 and ~~2024~~2025:

	2025			2024
	2026			2025
Operating Activities	$	(64200,~~912~~902	)	$	(~~598~~41,~~029~~611	)
Investing Activities		~~(1,730~~-	)		2(1,~~097,800~~730	)
Financing Activities		~~122~~244,~~668~~984			(126,~~261,749~~732	)
Net increase in Cash	$	56,026		$	238,022
Net increase (decrease) in Cash	$	44,082		$	(70,073	)

Net Cash Used in Operating Activities

During the six months ended March 31, 2026, net cash used in operating activities was $200,902, compared to net cash used in operating activities of $41,611 for the same period ended March 31, 2025. The increase in net cash used in operating activities was primarily attributable to our increase in net loss related to the development of our new business, after taking into account the non-cash expense related to the issuance of Series C Preferred shares to the sole officer in the six months ended March 31, 2025.

Net Cash Used in Investing Activities

During the six months ended March 31, 2026, net cash used in investing activities was $0, compared to $1,730 used in investing activities for the same period ended March 31, 2025. The cash used in investing activities for the prior period related to the purchase of fixed assets.

Net Cash Provided by (Used Inin) ~~Operating~~Financing Activities

During the ~~nine~~six months ended ~~June~~March 3031, ~~2025~~2026, net cash ~~used~~provided inby ~~operating~~financing activities was $64244,~~912~~984, compared to net cash used in ~~operating~~financing activities of $~~598~~26,~~029~~732 for the same period ended ~~June~~March 3031, ~~2024,~~2025. ~~including~~Cash ~~cash~~provided ~~used~~by infinancing ~~operating~~ activities ~~from~~for ~~discontinued~~the ~~operations~~six ofmonths $0ended ~~for~~March 31, 2026 related ~~the~~to ~~nine~~proceeds ~~months~~from ~~ended~~notes ~~June~~payable 30of $102,500, ~~2025~~proceeds ~~compared~~of to$150,000 ~~cash~~from ~~provided~~convertible bynotes ~~operating~~payable ~~activities~~and net proceeds from ~~discontinued~~the ~~operations~~sale of Series D Preferred Shares of $~~373~~57,~~913~~484, ~~for~~offset by the ~~nine~~ ~~months~~repayment ~~ended~~of ~~June 30~~$65,000 ~~2024~~on notes payable. ~~The~~Cash ~~decrease~~provided inby ~~cash~~financing ~~used~~activities infor ~~operating~~the ~~activities~~six months ~~was~~ended ~~primarily~~March ~~attributable~~31, 2025 related to ~~our~~proceeds ~~increase~~from innotes ~~net loss~~payable ~~related~~of to$65,600, ~~the~~proceeds ~~development~~from purchase of ~~our~~Series ~~new~~C ~~business~~Preferred Shares of $100, offset by the ~~total~~payment ~~stock~~of ~~based~~$92,432 ~~compensation~~in ~~expense~~deferred ofoffering ~~$1,737,478~~costs.

Net Cash Provided by (Used in) Investing Activities

During the nine months ended June 30, 2025, net cash used in investing activities was $1,730 compared to $2,097,800 provided by investing activities for the same period ended June 30, 2024, including cash used in investing activities from discontinued operations of $0 for the nine months ended June 30, 2025 compared to cash used in investing activities from discontinued operations of $11,667 for the nine months ended June 30, 2024.

Nest Cash Used in Financing Activities

During the nine months ended June 30, 2025, net cash provided by financing activities was $122,668, compared to net cash used in financing activities of $1,261,749 for the same period ended June 30, 2024, including cash used in financing activities from discontinued operations of $0 for the nine months ended June 30, 2025 compared to cash used in financing activities from discontinued operations of $15,784 for the nine months ended June 30, 2024. The cash provided by financing activities in the current period related to proceeds from notes payable of $115,600 and proceeds from convertible notes payable of $130,000 offset by the payment of deferred offering costs in the amount of $123,032. The cash used in financing activities in the prior period related to the repayment of notes payable in the amount of $595,965 and convertible notes payable of $650,000.

Ability to Continue as a Going Concern

As of ~~June~~March 3031, ~~2025~~2026, our balance of cash on hand was $~~147~~82,~~192~~200, and we had negative working capital of $1,~~846~~338,~~324~~365 and an accumulated deficit of $2324,~~090~~692,~~912~~079 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Until the agreement to sell the assets of the Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company was seeking additional sources of capital to fund short term operations. The Company will seek to raise funds to complete the development and testing of its ~~accelerator~~bioreactor over the next 6 to 12 months and to fund the initial launch of commercial sales of its ~~accelerator~~bioreactor device. The Company intends to raise such funds through either the sale of ~~equity~~ equity or debt securities, including through a Regulation A offering~~, during such 6 to 12-month period to successfully execute its business plan~~. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in ~~achieving~~raising the necessary funds to achieve these objectives, or ~~becoming~~that ~~profitable~~we orwill ~~continuing~~be able to continue our business without either a temporary interruption or a permanent cessation if such funds are not available. In addition, additional ~~equity~~ financing may result in substantial dilution to existing stockholders. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The unaudited consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management’s subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

While our significant accounting policies are more fully described in the notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.24

~~Revenue~~While ~~Recognition~~our significant accounting policies are more fully described in notes to our consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our reported financial results and affect the more significant judgments and estimates that we used in the preparation of our financial statements.

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognized revenue from the sale of lab testing services through our subsidiary Digipath Labs.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and ~~Equity-Based~~Improvements ~~Payments~~ to ~~Non~~nonemployee share-~~employees~~based payment accounting pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~June~~March 3031, ~~2025~~2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~June~~March 3031, ~~2025~~2026, our Chief Executive and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level. as a result of the following material weaknesses:

	-	Lack of segregation of duties in financial reporting, as our financial reporting and all accounting functions are performed by our Chief Executive and Chief Financial Officer.
	-	Lack of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed by our Chief Executive and Chief Financial Officer and the work is not reviewed by anyone.
	-	Lack of an independent Board of Directors, and lack of a board member designated as an independent financial expert to the Company. As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial results, and lack of independent review of disclosures made by the Company.

Changes in Internal Control over Financial Reporting

There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or in other factors that occurred during the period of our evaluation or subsequent to the date we carried out our evaluation which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any system of controls and procedures will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On[Open ~~June~~– ~~18,~~do ~~2025,~~ the ~~Company~~shares issued ~~2,500,000~~upon ~~shares~~note ofconversion ~~common~~need ~~stock~~ to ~~outside~~be ~~consultants~~added here. ~~The~~They ~~shares~~ were ~~valued~~issued atdirectly ~~the~~under ~~closing~~DTC ~~price on~~Fast by the ~~date of issuance for a value of $67,500.~~TA]

On June 23, 2025, the Company issued an aggregate of 3,000,000 shares of common stock to outside consultants. The shares were valued at the closing price on the date of issuance for an aggregate value of $90,000.

On June 23, 2025, the Company issued an aggregate of 3,000,000 shares of common stock to its board of directors. The shares were valued at the closing price on the date of issuance for an aggregate value of $90,000.

Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

During the three months ended ~~June~~March 3031, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS.

Exhibit		Description
3.1		Certificate of Designation of the Series D Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on April 2, 2025 (incorporated by reference to Exhibit 2.11 of the Regulation A Offering Statement on Form 1-A/A filed with the Securities and Exchange Commission by the Company on April 21, 2025)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1**		Section 1350 Certification of Principal Executive and Principal Financial Officer
101.INS*		Inline XBRL Instance Document +
101.SCH*		Inline XBRL Schema Document +
101.CAL*		Inline XBRL Calculation Linkbase Document +
101.DEF*		Inline XBRL Definition Linkbase Document +
101.LAB*		Inline XBRL Labels Linkbase Document +
101.PRE*		Inline XBRL Presentation Linkbase Document +
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* Filed herewith.

** Furnished herewith.

~~+ This information is furnished and not filed for purposes of Sections 11 and 13 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934~~26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Hypha Labs, INC.
	(Registrant)
	By:	/s/ A. Stone Douglass
		A. Stone Douglass
		Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)
	Dated:	~~August~~May 2115, ~~2025~~2026

2827

Filing Compare · Hypha Labs, Inc.