Hypha Labs, Inc 10-Q for FY2024 Q3

Hypha Labs, Inc. (FUNI)

10-Q 2024-08-14 For: 2024-06-30

Added on April 06, 2026

About this 10-Q

Hypha Labs, Inc filed this 10-Q on August 14, 2024, covering the quarter ended June 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended June 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $706.9K; compared with net income of $293.53K a year earlier
Diluted EPS: -$0.01; compared with $0.00 a year earlier

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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)

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

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

		Page
		No.
PART I - FINANCIAL INFORMATION		3
ITEM 1.	FINANCIAL STATEMENTS	3
	Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and September 30, 2023	3
	Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2024 and 2023 (Unaudited)	4
	Consolidated Statements of Stockholders’ Deficit for the Three and Nine Months Ended June 30, 2024 and 2023 (Unaudited)	5
	Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2024 and 2023 (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23
ITEM 4.	CONTROLS AND PROCEDURES	23
PART II - OTHER INFORMATION		24
ITEM 1.	Legal Proceedings	24
ITEM 1A.	RISK FACTORS	24
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	24
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	24
ITEM 4.	MINE SAFETY DISCLOSURES	24
ITEM 5.	OTHER INFORMATION	24
ITEM 6.	EXHIBITS	25
	SIGNATURES	26

	June 30, 2024			September 30, 2023
	(Unaudited)
Assets

Current assets:
Cash	$	509,028		$	271,006
Note receivable, net of allowance of $625,000		-			-
Other current assets		226,016			8,570
Assets held for sale - current		-			486,222
Total current assets		735,044			765,798

Fixed assets, net		17,321			-
Assets held for sale – long term		-			643,666
Total non-current assets		17,321			643,666

Total Assets	$	752,365		$	1,409,464

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable	$	124,110		$	122,094
Accrued expenses		186,914			328,491
Accrued expenses – related party		20,000			12,390
Accrued expenses		20,000			12,390
Current maturities of notes payable		-			565,000
Current maturities of convertible notes payable, net of discounts		1,078,235			1,385,932
Current maturities of convertible notes payable related parties, net of discounts		-			339,252
Current maturities of convertible notes payable		-			339,252
Liabilities held for sale - current		-			368,655
Total current liabilities		1,409,259			3,121,814

Non-current liabilities:
Liabilities held for sale – long term		-			159,156
Total non-current liabilities		-			159,156

Total Liabilities		1,409,259			3,280,970

Commitments and contingencies		-			-

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, 2024 and September 30, 2023		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 June 30, 2024 and September 30, 2023		1,048			1,048
Series C convertible preferred stock, $0.001 par value, 1,000 shares authorized; 0 shares issued and outstanding as of June 30, 2024 and September 30, 2023, respectively		-			-
Preferred stock, value		-			-
Common stock, $0.001 par value, 250,000,000 shares authorized; 112,713,490 and 87,096,820 shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively		112,713			87,097
Additional paid-in capital		18,977,172			17,468,746
Accumulated deficit		(20,081,427	)		(19,761,997	)

Total Stockholders’ Deficit		(990,494	)		(2,205,106	)

Total Liabilities and Stockholders’ Deficit	$	752,365		$	1,409,464


	For the Three Months Ended						For the Nine Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

Revenues	$	-		$	-		$	-		$	-
Cost of sales		-			-			-			-
Gross profit		-			-			-			-

Operating expenses:
General and administrative		486,209			8,815			683,456			94,013
Professional fees		127,364			86,435			574,728			262,072
Total operating expenses		613,573			95,250			1,258,184			356,085

Operating loss		(613,573	)		(95,250	)		(1,258,184	)		(356,085	)

Other income (expense):
Other Expense		-			-			-			(55,000	)
Gain on sale of subsidiary assets		(94,441	)		-			1,502,064			-
Recovery of previously written off receivables		-			40,000			-			175,000
Other income		-			-			13,896			-
Loss on debt extinguishment		-			-			(956,494	)		-
Interest expense		(21,631	)		(97,748	)		(179,902	)		(277,607	)
Total other income (expense)		(116,072	)		(57,748	)		379,564			(157,607	)

Net loss from continuing operations before income taxes		(729,645	)		(152,998	)		(878,620	)		(513,692	)
Provision for income taxes		22,748			-			(25,966	)		-
Net loss from continuing operations		(706,897	)		(152,998	)		(904,586	)		(513,692	)
Net income from discontinued operations, net of taxes		-			446,531			585,156			499,397
Net income (loss)	$	(706,897	)	$	293,533		$	(319,430	)	$	(14,295	)

Weighted average number of common shares outstanding – basic		107,730,705			84,055,062			95,605,702			82,856,710
Weighted average number of common shares outstanding – fully diluted		107,730,705			84,055,062			95,605,702			82,856,710

Net loss per share from continuing operations – basic	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Net income (loss) per share from discontinued operations – basic	$	0.00		$	0.01		$	0.01		$	0.01
Net income (loss) per share – basic	$	(0.01	)	$	(0.00	)	$	0.00		$	(0.00	)

Net loss per share from continuing operations – diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Net income (loss) per share from discontinued operations – diluted	$	0.00		$	0.01		$	0.01		$	0.01
Net income (loss) per share – diluted	$	(0.01	)	$	(0.00	)	$	0.00		$	(0.00	)


	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock						Common Stock				Stock			Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Payable			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	)

Stock-based compensation		-		-		-		-		-			-			-		-		-			1,153			-			1,153

Net income		-		-		-		-		-			-			-		-		-			-			151,646			151,646

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	)

Shares issued for conversion of notes payable		-		-		-		-		-			-			4,000,000		4,000		-			36,000			-			40,000

Stock-based compensation		-		-		-		-		-			-			14,183,335		14,183		-			334,148			-			348,331

Modification of conversion price in debt extinguishment		-		-		-		-		-			-			-		-		-			956,494			-			956,494

Net income		-		-		-		-		-			-			-		-		-			-			235,821			235,821

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	)

Stock-based compensation		-		-		-		-		-			-			7,433,335		7,433		-			180,631			-			188,064

Net loss		-		-		-		-		-			-			-		-		-			-			(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	)

	Series B Convertible Preferred Stock				Series A Convertible Preferred Stock				Series C Preferred Stock						Common Stock				Stock			Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Payable			Capital			Deficit			Deficit

Balance, September 30, 2022		333,600	$	333,600		1,047,942	$	1,048		1,000		$	1			75,146,820	$	75,147	$	71,745		$	17,117,958		$	(20,008,771	)	$	(2,742,872	)

Issuance of common shares to settle stock payable		-		-		-		-		-			-			7,150,000		7,150		(71,745	)		64,595			-			-

Warrants issued as debt financing costs		-		-		-		-		-			-			-		-		-			93,938			-			93,938

Stock-based compensation		-		-		-		-		-			-			-		-		-			8,306			-			8,306

Net loss		-		-		-		-		-			-			-		-		-			-			(240,330	)		(240,330	)

Balance, December 31, 2022		333,600		333,600		1,047,942		1,048		1,000			1			82,296,820		82,297		-			17,284,797			(20,249,101	)		(2,880,958	)

Repurchased of preferred C stock		-		-		-		-		(1,000	)		(1	)		0		0		0			(99	)		-			(100	)

Common shares to be issued for compensation		-		-		-		-		-			-			-		-		32,120			-			-			32,120

Stock-based compensation		-		-		-		-		-			-			-		-		-			9,204			-			9,204

Net loss		-		-		-		-		-			-			-		-		-			-			(67,498	)		(67,498	)

Balance, March 31, 2023		333,600		333,600		1,047,942		1,048		-			-			82,296,820		82,297		32,120			17,293,902			(20,316,599	)		(2,907,232	)
Balance		333,600		333,600		1,047,942		1,048		-			-			82,296,820		82,297		32,120			17,293,902			(20,316,599	)		(2,907,232	)

Issuance of common shares to settle stock payable		-		-		-		-		-			-			4,400,000		4,400		(32,120	)		27,720			-			-

Issuance of common shares for services		-		-		-		-		-			-			400,000		400		-			2,160			-			2,560

Forgiveness of accrued compensation by member of the Board of Directors		-		-		-		-		-			-			-		-		-			138,000			-			138,000

Stock-based compensation		-		-		-		-		-			-			-		-		-			3,482			-			3,482

Net loss		-		-		-		-		-			-			-		-		-			-			293,533			293,533
Net income (loss)		-		-		-		-		-			-			-		-		-			-			293,533			293,533

Balance, June 30, 2023		333,600	$	333,600		1,047,942	$	1,048		-		$	-			87,096,820	$	87,097	$	-		$	17,465,264		$	(20,023,066	)	$	(2,469,657	)
Balance		333,600	$	333,600		1,047,942	$	1,048		-		$	-			87,096,820	$	87,097	$	-		$	17,465,264		$	(20,023,066	)	$	(2,469,657	)

	Jurisdiction of
Name of Entity	Incorporation	Relationship
Hypha Labs, Inc.(formerly Digipath, Inc.)⁽¹⁾	Nevada	Parent
Hypha Products, Inc.	Nevada	Subsidiary
Digipath Labs, Inc.	Nevada	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 yet commenced significant operations.
⁽³⁾	Formed during the first fiscal quarter of 2019, but has not yet commenced significant operations.
⁽⁴⁾	Acquired on March 11, 2020.

	Level 1		Level 2		Level 3
	Fair Value Measurements at June 30, 2024
	Level 1		Level 2		Level 3
Assets
Cash	$	509,028	$	-	$	-

Liabilities
Convertible notes payable, net of discounts of $0		-		-		1,078,235

	June 30, 2024		September 30, 2023

On September 10, 2021, the Company issued a Secured Promissory note in the principal amount of $675,000 to US Canna Lab I, LLC (the “Canna Lab Note”). The Canna Lab Note carries interest at 12% per annum and is due on September 10, 2024, with monthly principal and interest payments of $22,419.66 beginning on October 1, 2021. In addition, the Company was advanced an additional $115,000 of funds during the year ended September 30, 2022 under the same terms as the original note. During the years ended September 30, 2023 and 2022, the Company repaid $100,000 and $125,000, respectively, of the principal balance on the Canna Lab Note. However, as a result of the Company not meeting the monthly payment obligations, the Canna Lab Note is in technical default, however, no default notice has been provided by Canna Lab as of the date of this filing. There are no additional obligations of the Company under default with the exception of being due on demand. During the three months ended December 31, 2023, $35,965 of accrued interest and outstanding payables were transferred to the principal balance of the Canna Lab Note. On February 27, 2024, the Company repaid the note and related accrued interest in full.	$	-	$	565,000

Total notes payable		-		565,000
Less: current maturities		-		(565,000	)
Notes payable	$	-	$	-

The Company recorded interest expense pursuant to the stated interest rate and closing costs on the notes payable in the amount of $36,614 and $59,686 during the nine months ended June 30, 2024 and 2023.

Notes payable – discontinued operations

On December 26, 2019, the Company financed the purchase of $377,124 of lab equipment, in part, with the proceeds of a bank loan in the amount of $291,931. The loan bears interest at the rate of 5.75% per annum and requires monthly payments of $5,622 over the five-year term of the loan ending on December 26, 2024. The Company’s obligations under this loan are secured by a lien on the purchased equipment. Pursuant to the asset purchase agreement with Buyer as discussed in Note 1, the equipment loan was transferred to the Buyer and is no longer the financial responsibility of the Company.	$	-	$	80,428

	June 30, 2024		September 30, 2023

On February 10, 2020, the Company completed the sale to an accredited investor of a 9% Secured Convertible Promissory Note in the principal amount of $350,000. The Note matured on August 10, 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 $50,000 of proceeds and the promissory note was increased to $400,000. 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 $50,000 of principal into 1,666,667 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 4,550,000 common shares, which were recorded as debt discount with a relative fair value of $43,788. As a result of the shares issued upon the extension agreement, the lender now holds more the 5% of the total outstanding common shares, and is therefore considered a related party. On February 27, 2024, the Company repaid the note and related accrued interest in full.	$	-	$	350,000

Total related party convertible notes payable		-		350,000
Less: unamortized debt discounts		-		(10,748	)
Total convertible debt		-		339,252
Less: current maturities		-		(339,252	)
Related party convertible notes payable	$	-	$	-

	June 30, 2024			September 30, 2023

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, 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.	$	50,000		$	50,000

On February 11, 2020, the Company completed the sale to an accredited investor of a 9% Secured Subordinated Convertible Promissory Note in the principal amount of $150,000. 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 $50,000 of proceeds and the promissory note was increased to $200,000. The Company’s obligations under the Note are secured by subordinated 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 $50,000 of principal into 1,666,667 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 1,950,000 common shares, which were recorded as debt discount, with a relative fair value of $20,968. On February 27, 2024, the Company repaid the note and related accrued interest in full.		-			150,000

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, Inc. 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.		355,469			355,469

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, Inc. 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.		310,000			350,000

On October 1, 2022, the Company entered into a senior secured convertible note that carries an 8% interest rate, which matures 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.		362,765			362,765

On November 5, 2018, the Company received proceeds of $150,000 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, Inc. On February 27, 2024, the Company repaid the note and related accrued interest in full.		-			150,000

Total convertible notes payable		1,078,235			1,418,234
Less: unamortized debt discounts		-			(32,302	)
Total convertible debt		1,078,235			1,385,932
Less: current maturities		(1,078,235	)		(1,385,932	)
Convertible notes payable	$	-		$	-

	June 30, 2024		June 30, 2023

Interest on notes payable	$	36,614	$	59,686
Amortization of beneficial conversion features		43,050		106,636
Interest on convertible notes		100,238		111,285
Total interest expense	$	179,902	$	277,607

●	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.

●	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.

●	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.

			Weighted
			Average
	Number		Exercise
	of Shares		Price
Balance, September 30, 2023		8,120,000	$	0.052
Options issued		-		-
Options forfeited		-		-

Balance, June 30, 2024		8,120,000	$	0.052

Exercisable, June 30, 2024		8,120,000	$	0.052

	Number		Weighted Average
	of Shares		Exercise Price
Balance, September 30, 2023		15,387,050	$	0.016
Warrants granted		-		-
Warrants expired		-		-

Balance, June 30, 2024		15,387,050	$	0.016

Exercisable, June 30, 2024		15,387,050	$	0.016

	2024			2023
Operating Activities	$	(598,029	)	$	48,851
Investing Activities		2,097,800			266,027
Financing Activities		(1,261,749	)		(45,461	)
Net increase in Cash	$	238,022		$	269,417

Exhibit		Description
2.1		Stock Purchase Agreement between Digipath, Inc., VSSL Enterprises Ltd., Kyle Joseph Remenda, Philippe Olivier Henry, PhD, Audim Ventures Ltd. and Britt Ash Enterprises Ltd., dated March 9, 2020 (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on March 16, 2020)
3.1		Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.2		Bylaws (incorporated by reference to Exhibit 3.2 of the Form 10 filed with the Securities and Exchange Commission by Digipath, Inc. on July 15, 2011)
3.3		Certificate of Amendment to Articles of Incorporation dated April 4, 2014 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.4		Certificate of Designations, Preferences, Limitations, Restrictions and Relative Rights of Series A Convertible Preferred Stock dated April 9, 2014 (incorporated by reference to Exhibit 3.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on April 10, 2014)
3.5		Certificate of Amendment to Articles of Incorporation dated May 22, 2015 (incorporated by reference to Exhibit 3.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 26, 2015)
3.6		Certificate of Amendment to Articles of Incorporation dated May 14, 2019 (incorporated by reference to Exhibit 3.6 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 13, 2019)
3.7		Certificate of Designation of the Series B Preferred Stock of Digipath, Inc., filed December 29, 2021 (incorporated by reference to Exhibit 3.1 of the Report on 8-K filed with the Securities and Exchange Commission by Digipath, Inc on January 6, 2022)
3.8		Certificate of Designation of the Series C Preferred Stock of Digipath, Inc., filed with the Secretary of State of the State of Nevada on July 20, 2022 (incorporated by reference to Exhibit 3.1 of the Report on 8-K filed with the Securities and Exchange Commission by Digipath, Inc on July 26, 2022)
3.9		Certificate of Amendment to Articles of Incorporation of Digipath, Inc., filed with the Secretary of Nevada on March 12, 2024 (incorporated by reference to Exhibit 3.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the Securities and Exchange Commission on May 20, 2024)
4.1		Form of 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)
4.2		Form of 8% Senior Secured Convertible Notes due September 23, 2020 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 26, 2019)
4.3		9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.5 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)
4.4		Form of Amendment to 9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on January 6, 2021)
4.5		Description of Securities (incorporated by reference to Exhibit 4.7 of the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by the Company on February 14, 2024)
31.1*		Section 302 Certification of Principal Executive and Principal Financial Officer
32.1*		Section 906 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)

HYPHA LABS, INC.

By:	/s/ A. Stone Douglass
Name:	A. Stone Douglass
Title:	Chairman, President, Chief Executive Officer, Chief Financial Officer and Secretary (Principal Executive Officer and Principal Financial/Accounting Officer)

1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2024 of Hypha Labs, Inc. (formerly Digipath, 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, 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.

	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.

	(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.