10-Q - FUNI - Equibles

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

ForQuarterly Period Ended December 31, 2025

☐

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

HyphaLabs, Inc.

(Exact name of registrant as specified in its charter)

Nevada	27-3601979
(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization)	(I.R.S.<br> Employer<br><br> <br>Identification<br> No.)
5940 S. Rainbow Boulevard, Las Vegas, NV	89118
---	---
(Address<br> of principal executive offices)	(Zip<br> 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	☒	No	☐

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	☒	No	☐

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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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	☐	No	☒

The

number of shares of the registrant’s common stock outstanding as of February 17, 2026 was 162,521,825.

TABLE

OF CONTENTS

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM<br> 1.	FINANCIAL STATEMENTS	3
	Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025	3
	Consolidated Statements of Operations for the Three Months Ended December 31, 2025 and 2024 (Unaudited)	4
	Consolidated Statements of Stockholders’ Deficit for the Three Months Ended December 31, 2025 and 2024 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2025 and 2024 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
ITEM<br> 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
ITEM<br> 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM<br> 4.	CONTROLS AND PROCEDURES	22
PART II - OTHER INFORMATION		23
ITEM<br> 1.	Legal Proceedings	23
ITEM<br> 1A.	RISK FACTORS	23
ITEM<br> 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM<br> 3.	DEFAULTS UPON SENIOR SECURITIES	23
ITEM<br> 4.	MINE SAFETY DISCLOSURES	23
ITEM<br> 5.	OTHER INFORMATION	23
ITEM<br> 6.	EXHIBITS	23
	SIGNATURES	24

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PART

I – FINANCIAL INFORMATION

ITEM

FINANCIAL STATEMENTS.

HYPHA

LABS, INC. AND SUBSIDIARIES

CONSOLIDATED

BALANCE SHEETS

			September 30,<br> <br>2025

Assets
Current assets:
Cash	42,854		$	38,118
Note receivable, net	-			-
Prepaids and other current assets	18,180			26,560
Deferred offering costs	253,556			255,853
Total current assets	314,590			320,531
Fixed assets, net	60,484			62,507
Right-of-use asset, net	16,527			26,180
Total non-current assets	77,011			88,687
Total Assets	391,601		$	409,218
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	546,873		$	472,551
Accrued expenses	286,706			263,026
Accrued expenses – related party	159,636			130,462
Accrued expenses	159,636			130,462
Current maturities of notes payable, net of discounts	310,629			226,078
Lease liabilities - current	16,939			26,838
Total current liabilities	1,320,783			1,118,955
Notes payable, net of current	118,100			89,600
Convertible notes payable, net of current and discounts	1,304,207			1,303,832
Total Liabilities	2,743,090			2,512,387
Commitments and contingent liabilities (Note 13)	-
Mezzanine Equity
Series B convertible preferred stock, 0.001 par value, 1,500,000 shares authorized; 333,600 shares issued and outstanding as of December 31, 2025 and September 30, 2025	333,600			333,600
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 December 31, 2025 and September 30, 2025	1,048			1,048
Series D preferred stock, 0.001<br>par value, 60,000,000<br>shares authorized; 700,313<br>and 390,250<br>shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	700			390
Series C preferred stock, 0.001 par value, 1,000 shares authorized; 1,000 shares issued and outstanding as of December 31, 2025 and September 30, 2025	1			1
Preferred stock, value	1			1
Common stock, 0.001 par value, 880,000,000 shares authorized; 155,521,825 and 147,121,825 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively	155,521			147,121
Additional paid-in capital	21,328,606			21,063,998
Accumulated deficit	(24,170,965	)		(23,649,327	)
Total Stockholders’ Deficit	(2,685,089	)		(2,436,769	)
Total Liabilities and Stockholders’ Deficit	391,601		$	409,218

All values are in US Dollars.

See

accompanying notes to unaudited consolidated financial statements.

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HYPHA

LABS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF OPERATIONS

(Unaudited)

	2025			2024
	For the Three Months Ended
	December 31,
	2025			2024
Revenues	$	-		$	-
Cost of sales		-			-
Gross profit		-			-
Operating expenses:
General and administrative		185,876			1,055,111
Professional fees		289,144			250,153
Total operating expenses		475,020			1,305,264
Operating loss		(475,020	)		(1,305,264	)
Other income (expense):
Interest income		-			8,000
Other expense		-			(20,003	)
Interest expense		(46,618	)		(22,374	)
Total other expense, net		(46,618	)		(34,377	)
Net loss before income taxes		(521,638	)		(1,339,641	)
Provision for income taxes		-			-
Net loss	$	(521,638	)	$	(1,339,641	)
Weighted average number of common shares outstanding – basic		151,713,129			124,617,477
Weighted average number of common shares outstanding – fully diluted		151,713,129			124,617,477
Net loss per share – basic	$	(0.00	)	$	(0.01	)
Net loss per share – diluted	$	(0.00	)	$	(0.01	)

See

accompanying notes to unaudited consolidated financial statements.

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HYPHA

LABS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ DEFICIT

(Unaudited)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Series B<br><br> <br>Convertible<br><br> <br>Preferred Stock				Series A<br><br> <br>Convertible<br><br> <br>Preferred Stock				Series C<br><br> <br>Preferred<br><br> <br>Stock				Series D<br><br> <br>Preferred<br><br> <br>Stock				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, September 30, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		390,250	$	390		147,121,825	$	147,121	$	21,063,998	$	(23,649,327	)	$	(2,436,769	)
Series D preferred shares issued for cash proceeds net of fees and offering costs		-		-		-		-		-		-		310,063		310		-		-		54,877		-			55,187
Stock-based compensation		-		-		-		-		-		-		-		-		8,400,000		8,400		209,731		-			218,131
Net loss		-		-		-		-		-		-		-		-		-		-		-		(521,638	)		(521,638	)
Balance, December 31, 2025		333,600	$	333,600		1,047,942	$	1,048		1,000	$	1		700,313	$	700		155,521,825	$	155,521	$	21,328,606	$	(24,170,965	)	$	(2,685,089	)
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
	Series B Convertible <br> Preferred Stock				Series A Convertible <br> Preferred Stock				Series C <br> Preferred Stock				Common Stock				Additional <br> Paid-in		Accumulated			Total <br> Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		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		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		63,500		-			67,000
Issuance of shares of Series C preferred stock		-		-		-		-		1,000		1		-		-		968,455		-			968,456
Net loss		-		-		-		-		-		-		-		-		-		(1,339,641	)		(1,339,641	)
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		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	)

See

accompanying notes to unaudited consolidated financial statements.

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HYPHA

LABS, INC. AND SUBSIDIARIES

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(Unaudited)

	2025			2024
	For the Three Months Ended
	December 31,
	2025			2024
Cash flows from operating activities
Net loss from continuing operations	$	(521,638	)	$	(1,339,641	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		218,131			1,035,356
Amortization of debt discounts		15,926			-
Depreciation expense		2,023			1,412
Amortization of right-of-use asset		9,653			2,994
Loss on settlement		-			(20,003	)
Decrease (increase) in assets:
Prepaids and other current assets		8,380			262,907
Increase (decrease) in liabilities:
Accounts payable		74,323			57,550
Accrued expenses		23,679			7,651
Accrued expenses – related parties		29,174			(7,500	)
Lease liability		(9,899	)		(8,678	)
Net cash used in operating activities		(150,248	)		(7,952	)
Cash flows from investing activities
Purchase of fixed assets		-			(1,731	)
Net cash used in investing activities		-			(1,731	)
Cash flows from financing activities
Proceeds from notes payable		97,500			20,000
Proceeds from sale of Series C Preferred shares		-			100
Proceeds from sale of Series D Preferred shares and warrants, net of fees		57,484			-
Payment of deferred offering costs		-			(65,000	)
Net cash provided by (used in) financing activities		154,984			(44,900	)
Net increase (decrease) in cash		4,736			(54,583	)
Cash – beginning		38,118			91,166
Cash – ending	$	42,854		$	36,583
Supplemental disclosures:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non-cash investing and financing activities:
Amortization of deferred offering costs	$	2,297		$	-

See

accompanying notes to unaudited consolidated financial statements.

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HYPHA

LABS, INC. AND SUBSIDIARIES

Notes

to Consolidated Financial Statements

For the Three Months EndedDecember 31, 2025 and 2024

(Unaudited)

Note1 – 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 on the developing cannabis and hemp markets, which supported the cannabis industry’s best practices for reliable testing, cannabis education and training.

Effective March 12, 2024, the Company amended Article 1 of its Articles of Incorporation to change 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.

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 a bioreactor, the Hypha Micropearl 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.

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.

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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 December 31, 2025:

Schedule of Entities Under Common Control and Ownership

	Jurisdiction<br> of
Name<br> of Entity	Incorporation	Relationship
Hypha<br> Labs, Inc.^(1)^	Nevada	Parent
Hypha<br> Products Inc.	Nevada	Subsidiary
Digipath<br> Labs, Inc.	Nevada	Subsidiary
Digipath<br> Labs CA, Inc ^(2)^	California	Subsidiary
Digipath<br> Labs S.A.S.^(3)^	Colombia	Subsidiary
VSSL<br> Enterprises, Ltd.^(4)^	Canada	Subsidiary
^(1)^	Holding<br> company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above are wholly-owned by Hypha Labs, Inc., the<br> parent company.
---	---
^(2)^	Formed<br> during the second fiscal quarter of 2021, but has no operations.
^(3)^	Formed<br> during the first fiscal quarter of 2019, but has no operations.
^(4)^	Acquired<br> 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.

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 months ended December 31, 2025 and 2024, potential dilutive securities of 112,058,166 and 104,490,131 shares issuable upon conversion of convertible notes payable, respectively, and 13,920,000 and 8,120,000 shares 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 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 adopted 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<br> 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
-	Level<br> 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that<br> are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
-	Level<br> 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 has capitalized 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. As of December 31, 2025, $253,556 of deferred offering costs were capitalized related to the offering, which are included in deferred offering cost in the accompanying consolidated balance sheet.

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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 amendment should be applied on a prospective basis while retrospective application is permitted. The Company has adopted this ASU as of October 1, 2025.

In

November 2024, the 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.

Note2 – Going Concern

As

shown in the accompanying consolidated financial statements, as of December 31, 2025, the Company had negative working capital of $1,006,193, accumulated recurring losses of $24,170,965, and $42,854 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.

Note3 – Related Party Transactions

During

the three months ended December 31, 2025 and 2024 the Company incurred compensation expense of $30,000 for services provided by the sole officer. As of December 31, 2025, $110,000 was owed to the sole officer for services provided. As of December 31, 2025, the Company has accrued a total of $17,136 in reimbursable expenses owed to the sole officer.

During

the three months ended December 31, 2025 and 2024, the Company accrued fees of $5,000 for services provided by its directors. As of December 31, 2025, the Company has accrued a total of $32,500 in fees for services provided by its directors.

During

the three months ended December 31, 2025, the Company granted 2,000,000 shares of its common stock to the sole officer as compensation for services performed with a fair value of $48,800.

The transactions described above involve compensation and reimbursable expenses provided to members of management. These transactions may not have been conducted on an arms-length basis.

Note4 – 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 was recorded prior to October 1, 2024, due to the uncertainty of collectability.

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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 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 the upfront payment of $275,000 and $124,000 of 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 equipment as allowed under the agreement.

The Company has recorded a full allowance against the Invictus Note, as of the Transaction Date, as collectability was not reasonably assured as of the Transaction Date.

Note5 – Fixed Assets

Fixed assets consist of the following at December 31, 2025 and September 30, 2025, respectively:

Schedule of Fixed Assets

	December 31,			September 30,
	As of
	December 31,			September 30,
	2025			2025
Lab equipment	$	74,371		$	74,371
Less: accumulated depreciation		(13,887	)		(11,864	)
Total	$	60,484		$	62,507

For the three months ended December 31, 2025 and

2024, the Company recorded depreciation expense of $2,023 and $1,412, respectively.

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Note6 –Notes Payable

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

Schedule of Notes Payable

			September 30, <br> 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 September 30, 2025, the Company has borrowed 89,600 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. During the three months ended December 31, 2025, the Company borrowed an additional 28,500 against the facility.	118,100		$	89,600
On January 25, 2025, the Company entered into a 12%<br> secured credit facility (the “2025 Secured Credit Facility”) for up to 200,000<br> payable on the earlier of December 31, 2025 or the date the Company receives sufficient funds from the Invictus Note described in<br> Note 5 above. During the year ended September 30, 2025, the lender paid for certain services and equipment on behalf of the Company<br> for an aggregate of 116,556.<br> In addition, the lender advanced 23,000<br> of cash directly to the Company. Subsequent to December 31, 2025, the note holder agreed to further extend the maturity date of the note to December<br>31, 2026.	139,556			139,556
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.	125,235			125,235
On December 5, 2025, the Company entered into a promissory note with a<br> principal balance of 94,300<br> which has a maturity date of September 30, 2026. The note carries an original issue discount of 12,300<br> and the lender retained 13,000<br> for legal and other fees for net proceeds to the Company of 69,000.<br> In addition, the note carries an upfront interest charge of 12%,<br> or 11,316,<br> which was added to the principal balance upon closing. The aggregate discount of 36,616<br> 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<br> and equal monthly payments thereafter of 13,202<br> through September 30, 2026. In the event of default, the note can be converted into shares of the Company’s common stock at a<br> rate of 65%<br> of the lowest trading price of the preceding 10 trading days.	105,616			-
Total notes payable	488,507			354,391
Less: discounts on notes payable	(59,778	)		(38,713	)
Notes payable, net of discounts	428,729			315,678
Less: current maturities	(310,629	)		(226,078	)
Notes payable, long term	118,100		$	89,600

All values are in US Dollars.

The

Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $5,524 and $506 during the three months ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 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.

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Note7 – Convertible Notes Payable

Convertible notes payable consist of the following at December 31, 2025 and September 30, 2025, respectively:

Schedule of Convertible Notes Payable

			September 30,
			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 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 of 9,299 allocated to this note which was added to the principal balance and recorded as a loss on extinguishment of debt.	366,134			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 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. 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 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
(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
Total convertible notes payable	1,306,582			1,306,582
Less: unamortized debt discounts	(2,375	)		(2,750	)
Total	1,304,207			1,303,832
Less: current maturities	-			-
Convertible notes payable, long term	1,304,207		$	1,303,832

All values are in US Dollars.

The

Company recorded interest expense pursuant to the stated interest rates on the convertible notes in the amount of $25,168 and $21,868 for the three months ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 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.

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The Company recognized interest expense for the three months ended December 31, 2025 and 2024, respectively, as follows:

Schedule of Interest Expense

	December 31,		December 31,
	2025		2024
Interest on notes payable	$	5,524	$	506
Amortization of debt discounts		15,926		-
Interest on convertible notes		25,168		21,868
Total interest expense	$	46,618	$	22,374

Note8 – Stockholders’ Equity

Preferred Stock

The

Company is authorized to issue 70,000,000 shares of preferred stock with a par value of $0.001 per share, of which 6,000,000 have been designated as Series A Convertible Preferred Stock (“Series A Preferred”), 1,500,000 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 60,000,000 shares have been designated as Series D Preferred Stock (“Series D Preferred”), with the remaining 2,499,000 shares available for designation from time to time by the Board as set forth below. As of December 31, 2025, there were 1,047,942 shares of Series A Preferred issued and outstanding, 333,600 shares of Series B Preferred issued and outstanding, 1,000 shares of Series C Preferred issued and outstanding, and 700,313 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 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.

SeriesA 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 December 31, 2025 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<br> 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<br> of the Company into which such Series A Preferred may then be converted, subject to the 4.99% beneficial ownership limitation described<br> above.
●	Upon<br> the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, the shares of Series<br> A Preferred are entitled to receive, prior to any distribution to the holders of common stock, 100% of the purchase price per share<br> of Series A Preferred plus all accrued but unpaid dividends.

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| --- | | ● | 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. |

SeriesC 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.

Additional terms of the Series C Preferred include the following:

●	The<br> shares of Series C Preferred are not entitled to dividends.
●	Upon<br> the liquidation or dissolution of the Company, the shares of Series C Preferred are entitled to receive, prior to any distribution<br> to the holders of common stock, 100% of the stated value per share of Series C Preferred.
●	The<br> shares of Series C Preferred have no conversion rights.

SeriesD 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.

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| --- |

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 three months ended December 31, 2025, 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 three months ended December 31, 2025.

Common Stock

The

common stock has a par value of $0.001, and 880,000,000 shares were authorized as of December 31, 2025, of which 155,521,825 shares were issued and outstanding as of December 31, 2025.

During

the three months ended December 31, 2025, the Company issued 2,000,000 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 three months ended December 31, 2025, the Company issued 6,400,000 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 $152,600.

Note9 – Mezzanine Equity

SeriesB 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 December 31, 2025 are convertible into 8,340,000 shares of the common 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 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 B Preferred include the following:

●	The<br> shares of Series B Preferred are not entitled to dividends, provided that if dividends are paid on the shares of common stock of<br> the Company, the Series B Preferred will be entitled to dividends based on the number of shares of common stock into which the Series<br> B Preferred may then be converted.
●	Upon<br> the liquidation or dissolution of the Company, or any merger or sale of all or substantially all of the assets, or upon a change<br> in control whereby a stockholder gains control of 50% or more of the outstanding shares of common stock, the shares of Series B Preferred<br> are entitled to receive, prior to any distribution to the holders of common stock and Series A Preferred, 100% of the purchase price<br> per share of Series B Preferred plus all accrued but unpaid dividends.
●	Each<br> 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<br> B Preferred may then be converted.

●

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 sheet.

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Note10 – 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

There were no issuances of common stock options during the three months ended December 31, 2025.

Amortization of Stock-Based Compensation

A

total of $16,731 and $0 of stock-based compensation expense was recognized during the three months ended December 31, 2025 and 2024, respectively, as a result of the vesting of common stock options issued in prior periods. As of December 31, 2025 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 December 31, 2025.

Summary of Common Stock Options Outstanding

Shares Underlying Options Outstanding							Shares Underlying Options Exercisable
				Weighted
		Shares		Average	Weighted		Shares		Weighted
Range of		Underlying		Remaining	Average		Underlying		Average
Exercise		Options		Contractual	Exercise		Options		Exercise
Prices		Outstanding		Life	Price		Exercisable		Price
$	.0056-0.13		13,920,000	1.83 years	$	0.062		13,920,000	$	0.062

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

Schedule of Activity of Outstanding Common Stock Options

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2025		13,920,000	$	0.062
Options issued		-		-
Options forfeited		-		-
Balance, December 31, 2025		13,920,000	$	0.062
Exercisable, December 31, 2025		13,920,000	$	0.062

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As

of December 31, 2025, these options in the aggregate had $108,740 of intrinsic value for the outstanding and exercisable options, based on the per share market price of $0.04 of the Company’s common stock as of such date was greater than the weighted-average exercise price of some of these options.

Note11 – Common Stock Warrants

Warrants

to purchase a total of 17,974,312 shares of common stock were outstanding as of December 31, 2025.

The following is a summary of information about our warrants to purchase common stock outstanding at December 31, 2025 (including those issued to both investors and service providers).

Summary of Common Stock Warrants Outstanding

							Shares Underlying
Shares Underlying Warrants Outstanding							Warrants Exercisable
				Weighted
		Shares		Average	Weighted		Shares		Weighted
Range of		Underlying		Remaining	Average		Underlying		Average
Exercise		Warrants		Contractual	Exercise		Warrants		Exercise
	Prices		Outstanding	Life		Price		Exercisable		Price
$	0.0074 -0.30		18,087,363	6.44 years	$	0.026		17,387,050	$	0.017

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

Schedule of Outstanding Common Stock Warrants Activity

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2025		17,777,300	$	0.023
Warrants granted		310,063		0.30
Warrants expired		-		-
Balance, December 31, 2025		18,087,363	$	0.028
Exercisable, December 31, 2025		17,387,050	$	0.017

As

of December 31, 2025, these warrants in the aggregate had $492,718 of intrinsic value as the per share market price of $0.04 of the Company’s common stock as of such date was greater than the exercise price of certain warrants.

Note12 – 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
	Three Months Ended		Three Months Ended
	December 31,		December 31,
	2025		2024
Operating lease cost	$	10,118	$	10,118
Total net lease cost	$	10,118	$	10,118

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Supplemental balance sheet information related to leases was as follows:

Schedule of Operating Lease Supplemental Balance Sheets

	December 31,			September 30,
	2025			2025
Operating leases:
Operating lease assets	$	16,527		$	26,180
Current portion of operating lease liabilities		16,939			26,838
Noncurrent operating lease liabilities		-			-
Total operating lease liabilities	$	16,939		$	26,838
Weighted average remaining lease term:
Operating leases		0.42 years			.67 years
Weighted average discount rate:
Operating leases		7.9	%		7.9	%

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

Schedule of Operating Lease Supplemental Cash Flow

	For the		For the
	Three Months Ended		Three Months Ended
	December 31,		December 31,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	9,899	$	8,678
Financing cash flows used for finance leases	$	-	$	-
Leased assets obtained in exchange for lease liabilities:
Total operating lease liabilities	$	-	$	-
Total finance lease liabilities	$	-	$	-

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 December 31, 2025:

Schedule of Future Minimum Operating Lease Payments

Fiscal Year Ending	Minimum Lease
December 31,	Commitments
2026 (9 months)	$	17,275
2027		-
2028		-
2029		-
2030		-
Total future undiscounted lease payments		17,275
Less interest		(336	)
Present value of lease payments		16,939
Less current portion		16,939
Long-term operating lease liabilities	$	-

Note13 – 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.

Note14 – Subsequent Events

Subsequent to December 31, 2025, the Company and the holder of the 2025 Secured Credit Facility agreed to extend the maturity date of such facility from December 31, 2025, to December 31, 2026.

Subsequent to December 31, 2025, the holder of the 8% Senior Secured Convertible

Note elected to convert $70,000 of principal under such note into 7,000,000 shares of common stock of the Company.

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| --- | | ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | | --- | --- |

Theinformation contained in this Quarterly Report on Form 10-Q is intended to update the information contained in our Annual Report on Form10-K for the year ended September 30, 2025 and presumes that readers have access to, and will have read, the “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. Thefollowing discussion and analysis also should be read together with our unaudited financial statements and the notes to the financialstatements included elsewhere in this Quarterly Report on Form 10-Q.

Thefollowing discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of thePrivate 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 guaranteesof future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-lookingstatements speak only as of the date of this Quarterly Report on Form 10-Q. You should not put undue reliance on any forward-lookingstatements. We strongly encourage investors to carefully read the factors described in our Annual Report on Form 10-K for the year endedSeptember 30, 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 statementscontained in this Quarterly Report on Form 10-Q. The following should also be read in conjunction with the unaudited financial statementsand 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.

Our Hypha Micropearl bioreactor will be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be inserted into the device. These cartridges are filled with powerful nutrient formulations which allow for the production of the Micropearls. 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 bioreactor technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency

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We intend to continue the design, development and testing of the Hypha Micropearl bioreactor over the next nine months. Initially, we will produce a limited number of 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 bioreactor, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl bioreactor for commercial sale. Our goal is to be in the position to market the Hypha Micropearl bioreactor by the latter part of calendar year 2026, although there can be no assurance we will achieve our goal in this time period, or at all.

Resultsof Operations for the Three Months Ended December 31, 2025 and 2024:

The following table summarizes selected items from the statement of operations for the three months ended December 31, 2025 and 2024.

	Three Months Ended December 31,						Increase /
	2025			2024			(Decrease)
Operating expenses:
General and administrative	$	185,876		$	1,055,111		$	(869,235	)
Professional fees		289,144			250,153			38,991
Total operating expenses:		475,020			1,305,264			(830,244	)
Operating loss		(475,020	)		(1,305,264	)		830,244
Total other income (expense)		(46,618	)		(34,377	)		(12,241	)
Net income (loss)	$	(521,638	)	$	(1,339,641	)	$	818,003

Generaland Administrative Expenses

General and administrative expenses for the three months ended December 31, 2025 were $185,876, compared to $1,055,111 during the three months ended December 31, 2024, a decrease of $869,235, or 82%. General and administrative expenses included non-cash, stock-based compensation of $48,800 and $968,356 during the three months ended December 31, 2025 and 2024, 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 three months ended December 31, 2024.

ProfessionalFees

Professional fees for the three months ended December 31, 2025 were $289,144, compared to $250,153 during the three months ended December 31, 2024, an increase of $38,991, or 16%. Professional fees included non-cash, stock-based compensation of $169,331 and $67,000 during the three months ended December 31, 2025 and 2024, respectively. Professional fees increased primarily due to corporate consulting services and legal fees during the current period as we increased our focus on developing our new business.

OtherIncome (Expense)

Other expense, on a net basis, for the three months ended December 31, 2025 was $46,618, compared to other expense, on a net basis, of $34,377 during the three months ended December 31, 2024, a net increase of $12,241. Other expense consisted of interest expense of $46,618 for the three months ended December 31, 2025 compared to interest expense of $22,374 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 for the three months ended December 31, 2024. The increase in interest expense in the three months ended December 31, 2025 compared to the three months ended December 31, 2024 was a result of increased note payable and convertible note payable balances.

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Liquidityand Capital Resources

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the three months ended December 31, 2025 and 2024:

	2025		****	2024		****
Operating<br> Activities	$	(150,248	)	$	(7,952	)
Investing<br> Activities		-			(1,731	)
Financing<br> Activities		154,984			(44,900	)
Net<br> increase (decrease) in Cash	$	4,736		$	(54,583	)

Net Cash Used in Operating Activities

During the three months ended December 31, 2025, net cash used in operating activities was $150,248, compared to net cash used in operating activities of $7,952 for the same period ended December 31, 2024. 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 three months ended December 31, 2024.

Net Cash Used in Investing Activities

During the three months ended December 31, 2025, net cash used in investing activities was $0, compared to $1,731 used in investing activities for the same period ended December 31, 2024. The cash used in investing activities for the prior period related to the purchase of fixed assets.

Net Cash Provided by (Used in) Financing Activities

During the three months ended December 31, 2025, net cash provided by financing activities was $154,984, compared to net cash used in financing activities of $44,900 for the same period ended December 31, 2024. Cash provided by financing activities for the three months ended December 31, 2025 related to proceeds from notes payable of $97,500 and net proceeds from the sale of Series D Preferred Shares of $57,484.

Abilityto Continue as a Going Concern

As of December 31, 2025, our balance of cash on hand was $42,854, and we had negative working capital of $1,006,193 and an accumulated deficit of $24,170,965 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 bioreactor over the next 6 to 12 months and to fund the initial launch of commercial sales of its bioreactor device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a Regulation A offering. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in raising the necessary funds to achieve these objectives or that we will be able to continue our business without either a temporary interruption or a permanent cessation if such funds are not available. In addition, additional 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.

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Off-BalanceSheet 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.

CriticalAccounting 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 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.

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 Improvements to nonemployee share-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

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

CONTROLS AND PROCEDURES.

DisclosureControls 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 December 31, 2025. 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 December 31, 2025, 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<br> 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<br> of a formal review process that includes multiple levels of review, as all accounting and financial reporting functions are performed<br> by our Chief Executive and Chief Financial Officer and the work is not reviewed by anyone.
-	Lack<br> of an independent Board of Directors, and lack of a board member designated as an independent financial expert to the Company.<br> As a result, there is a lack of independent oversight of the management team, lack of independent review of our operating and financial<br> results, and lack of independent review of disclosures made by the Company.

Changesin 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.

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PART

II - OTHER INFORMATION

ITEM

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

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the three months ended December 31, 2025, the Company issued 8,400,000 shares of common stock. The shares were valued at the closing price on the date of issuance for an aggregate value of $201,400. Such issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

ITEM

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM

MINE SAFETY DISCLOSURES.

Not applicable.

ITEM

OTHER INFORMATION.

During the three months ended December 31, 2025, 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

EXHIBITS.

Exhibit	Description
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<br> XBRL Instance Document
101.SCH*	Inline<br> XBRL Schema Document
101.CAL*	Inline<br> XBRL Calculation Linkbase Document
101.DEF*	Inline<br> XBRL Definition Linkbase Document
101.LAB*	Inline<br> XBRL Labels Linkbase Document
101.PRE*	Inline<br> XBRL Presentation Linkbase Document
104	Cover<br> Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

* Filed herewith.

**Furnished herewith.

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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.<br> Stone Douglass
	Chairman,<br> President, Chief Executive Officer, Chief Financial Officer and Secretary<br><br> <br>(Principal<br> Executive Officer and<br><br> <br>Principal<br> Financial/Accounting Officer)
Dated:	February<br> 17, 2026

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EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. Stone Douglass, certify that:

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended December 31, 2025 of Hypha Labs, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
---	---
a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: February 17, 2026

/s/ A. Stone Douglass
A. Stone Douglass, Chief Executive Officer
Chairman, President, Chief Executive Officer, Chief<br> Financial Officer and Secretary<br><br> <br>(Principal Executive Officer and<br><br> <br>Principal Financial/Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hypha Labs, Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended December 31, 2025 (the “Report”), I, A. Stone Douglass, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 17, 2026

/s/ A. Stone Douglass
A. Stone Douglass, Chairman, President, Chief Executive<br> Officer, Chief Financial Officer and Secretary<br><br> <br>(Principal Executive Officer and<br><br> <br>Principal Financial/Accounting Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.