DIGP / Hypha Labs, Inc. - SEC-arkiveringer, Årsrapport, Fullmaktsdokument

Hypha Labs, Inc.
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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hypha Labs, Inc.
SEC Filings (Chronological Order)
På denne siden finner du en fullstendig, kronologisk liste over SEC-arkiveringer, med unntak av eierskaps-arkiveringer som vi leverer andre steder.
August 21, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54239 Hypha Labs, Inc. (Exact na

August 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be c

July 1, 2025 253G2

Offering Circular, Dated July 1, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock (the “Series D

Filed pursuant to Rule 253(g)(2) File No. 024-12579 Offering Circular, Dated July 1, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 www.hyphalabs.com. Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant (the “Warrants”) 50,00

June 26, 2025 ADD EXHB

WARRANT AGENT AGREEMENT

Exhibit 6.23 WARRANT AGENT AGREEMENT THIS WARRANT AGENT AGREEMENT, dated as of July , 2025, by and between Hypha Labs, Inc., a Nevada corporation (the “Company”), and Issuer Direct Corporation, a corporation (the “Transfer Agent”). WHEREAS, pursuant to the terms of that certain Subscription Agreement, dated July , 2025, by and among the Company and each of the subscribers a party thereto, the Comp

June 26, 2025 PART II AND III

Preliminary Offering Circular, Dated June 26, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock (

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

June 26, 2025 EX1A-12 OPN CNSL

June 26, 2025

Exhibit 12.1 June 26, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard Las Vegas, Nevada 89118 Attention: Board of Directors Re: Offering Statement on Form 1-A/A To the Board of Directors: We have acted as counsel to Hypha Labs, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of its offering statement on Form 1-A/A (the “Offering Statement”) with the Securi

June 16, 2025 PART II AND III

Preliminary Offering Circular, Dated June 16, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock (

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

June 16, 2025 1-A/A

1-A/A

1-A/A LIVE 0001502966 XXXXXXXX 024-12579 true Hypha Labs, Inc. NV 2010 0001502966 8734 27-3601979 7 0 5940 S. Rainbow Boulevard Las Vegas NV 89118 702-744-0640 Sarah Hewitt/Alison Newman Other 91166.00 0.00 0.00 26609.00 493805.00 278547.00 0.00 1754098.00 -1260293.00 493805.00 0.00 0.00 0.00 -785429.00 -0.01 -0.01 Fruci & Associates II, PLLC Common Stock 127046825 253825202 The OTCQB Series A Pre

June 16, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated January 13, 2025 with respect to the balance sheets of Hypha Labs, Inc. as of September 30, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year per

June 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54239 Hypha Labs, Inc. (Exact n

May 15, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2025 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be

April 21, 2025 ADD EXHB

Certificate of Designation of the Series D Preferred Stock of the Company, filed with the Secretary of State of the State of Nevada on April 2, 2025 (incorporated by reference to Exhibit 2.11 of the Regulation A Offering Statement on Form 1-A/A filed with the Securities and Exchange Commission by the Company on April 21, 2025)

Exhibit 2.11

April 21, 2025 ADD EXHB

HYPHA LABS, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 3.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 21, 2025 1-A-W

April 21, 2025

April 21, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3010 Re: Hypha Labs, Inc. (the “Company”) Withdrawal of Offering Statement on Form 1-A, filed April 17, 2025 File No. 024-12603 Ladies and Gentlemen: Pursuant to Rule 259(a) under Regulation A of the Securities Act of 1933, as amended, the Company hereby respec

April 21, 2025 ADD EXHB

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

April 21, 2025 PART II AND III

Preliminary Offering Circular, Dated April 21, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

April 21, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated January 13, 2025 with respect to the balance sheets of Hypha Labs, Inc. as of September 30, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year per

April 17, 2025 ADD EXHB

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

April 17, 2025 PART II AND III

Preliminary Offering Circular, Dated April 17, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Stock

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

April 17, 2025 ADD EXHB

ADD EXHB

Exhibit 2.11

April 17, 2025 ADD EXHB

HYPHA LABS, INC. WARRANT TO PURCHASE COMMON STOCK

Exhibit 3.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

April 17, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated January 13, 2025 with respect to the balance sheets of Hypha Labs, Inc. as of September 30, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year per

April 17, 2025 1-A

1-A

1-A LIVE 0001502966 XXXXXXXX true Hypha Labs, Inc. NV 2010 0001502966 8734 27-3601979 7 0 5940 S. Rainbow Boulevard Las Vegas NV 89118 702-744-0640 Sarah Hewitt/Alison Newman Other 91166.00 0.00 0.00 26609.00 493805.00 278547.00 0.00 1754098.00 -1260293.00 493805.00 0.00 0.00 0.00 -785429.00 -0.01 -0.01 Fruci & Associates II, PLLC Common Stock 127046825 253825202 The OTCQB Series A Preferred Stock

February 24, 2025 PART II AND III

Preliminary Offering Circular, Dated February 24, 2025 Hypha Labs, Inc. 5940 S. Rainbow Boulevard, Las Vegas, Nevada 89118, Telephone No.: (702) 527-2060 Up to 50,000,000 units (the “Units”) Each Unit consisting of one share of Series D Preferred Sto

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

February 24, 2025 ADD EXHB

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the inclusion in this Offering Statement on Form 1-A of our audit report dated January 13, 2025 with respect to the balance sheets of Hypha Labs, Inc. as of September 30, 2024 and 2023, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year per

February 24, 2025 ADD EXHB

SUBSCRIPTION AGREEMENT

Exhibit 4.1 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBL

February 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54239 Hypha Labs, Inc. (Exac

January 24, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Hypha Labs, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commis

January 24, 2025 EX-14.1

Code of Conduct and Business Ethics

Exhibit 14.1 HYPHA LABS, INC. (the “Company”) CODE OF CONDUCT AND BUSINESS ETHICS Introduction This Code of Conduct and Business Ethics (this “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers, and employees of the Company. All Company directors, officers, and employees sh

January 24, 2025 EX-10.1

Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement, effective January 1, 2025, by and between Hypha Labs, Inc. and Duck’s Nest Investments, Inc. (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 24, 2025)

Exhibit 10.1 Hypha Labs, Inc. AMENDED AND RESTATED CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Amended and Restated Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into effective as of the 1st day of January, 2025 (the “Effective Date”) by and between Hypha Labs, Inc. formerly known as DigiPath Labs, Inc., a Nevada corporation (the “Compa

January 16, 2025 EX-3.1

Certificate of Amendment to Articles of Incorporation, dated January 15, 2025 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on January 16, 2025)

Exhibit 3.1

January 16, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 Hypha Labs, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commis

January 13, 2025 EX-4.7

Description of Securities

EXHIBIT 4.7 HYPHA LABS, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Hypha Labs, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Inco

January 13, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-54239 Hypha Labs, Inc. (Exact

December 31, 2024 NT 10-K

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall

December 23, 2024 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement Hypha Labs, Inc. (N

December 16, 2024 EX-10.1

Securities Purchase Agreement between the Company and A. Stone Douglass, dated December 10, 2024 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on December 16, 2024)

Exhibit 10.1 HYPHA LABS, INC. Securities Purchase Agreement This Securities Purchase Agreement (the “Agreement”) is made as of December 10, 2024, by and between Hypha Labs, Inc., a Nevada corporation (the “Company”), and A. Stone Douglass (“Purchaser”). Whereas, the Company desires to issue, and Purchaser desires to acquire, stock of the Company as herein described, on the terms and conditions her

December 16, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2024 Hypha Labs, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commi

December 13, 2024 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ___)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement Hypha Labs, Inc. (N

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54239 Hypha Labs, Inc. (Exact na

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54239 Hypha Labs, Inc. (Exact n

May 20, 2024 EX-3.9

Certificate of Amendment to Articles of Incorporation of Digipath, Inc., filed with the Secretary of Nevada on March 12, 2024

Exhibit 3.9

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be

April 15, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 Hypha Labs, Inc. (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2024 Hypha Labs, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commissi

March 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 29, 2024 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of (Commission (IRS Employer Incorporation

February 23, 2024 8-K

Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2024 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commiss

February 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2023 or ☐ 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 Digipath, Inc. (Exact

February 14, 2024 EX-4.7

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)

EXHIBIT 4.7 DIGIPATH, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Digipath, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorpor

February 14, 2024 EX-10.7

Second Amended and Restated Secured Promissory Noted in the principal amount of $625,000, dated January 3, 2024, made by Invictus Wealth Group, LLC in favor of Digipath, Inc.

EXHIBIT 10.7

January 19, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ 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 DIGIPATH, INC. (Exact

January 19, 2024 EX-4.7

Description of Securities

EXHIBIT 4.7 DIGIPATH, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Digipath, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorpor

January 16, 2024 EX-4.7

Description of Securities

EXHIBIT 4.7 DIGIPATH, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Digipath, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorpor

January 16, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ 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 DIGIPATH, INC. (Exact na

January 2, 2024 NT 10-K

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2023 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall

October 3, 2023 8-K

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2023 Digipath, Inc. (Exact Name of Small Business Issuer as Specified in Its Charter) Nevada 000-54239 27-3601979 (State or Other Jurisdiction ofIncorporation of Organiz

October 3, 2023 EX-16.1

Letter From M&K CPAS, PLLC dated October 2, 2023

Exhibit 16.1 October 2, 2023 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Dear Sir/Madam: We have read the statements included under Item 4.01 in the Form 8-K dated October 2, 2023 of Digipath, Inc. (the “Company”) to be filed with the Securities and Exchange Commission regarding the change of auditors. We agree with such statements inso

August 18, 2023 EX-10.2

Amended and Restated Secured Promissory Noted in the principal amount of $625,000, dated April 11, 2023, made by Invictus Wealth Group, LLC in favor of Digipath, Inc.

Exhibit 10.2 AMENDED AND RESTATED SECURED PROMISSORY NOTE $625,000.00 April 11, 2023 FOR VALUE RECEIVED, INVICTUS WEALTH GROUP, LLC, a Mississippi limited liability company (“Maker”), hereby promises to pay to the order of DIGIPATH, INC., a Nevada corporation (“Payee”), with an address at 6450 Cameron Street #113, Las Vegas, NV 89118, the principal sum of SIX HUNDRED TWENTY FIVE THOUSAND DOLLARS (

August 18, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2023 or ☐ 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 Digipath, Inc. (Exact name

August 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2023 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be c

May 26, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2023 or ☐ 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 Digipath, Inc. (Exact nam

May 16, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall be

May 3, 2023 EX-2.1

Asset Purchase Agreement between Digipath, Inc., Digipath Labs, Inc. and IHE Holdings, LLC, dated April 20, 2023 (incorporated by reference to Exhibit 2.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 2, 2023)

Exhibit 2.1 ASSET PURCHASE AGREEMENT among Digipath Labs, Inc. and Digipath, Inc. and DPL NV LLC dated as of April 20, 2023 TABLE OF CONTENTS Article I Definitions 1 Article II Purchase and Sale 6 Section 2.01 Purchase and Sale of Assets. 6 Section 2.02 Excluded Assets. 7 Section 2.03 Assumed Liabilities. 8 Section 2.04 Excluded Liabilities. 8 Section 2.05 Purchase Price. 9 Section 2.06 Purchase P

May 3, 2023 8-K

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commission

May 3, 2023 EX-10.1

Management Services Agreement between Digipath, Inc., Digipath Labs, Inc. and IHE Holdings, LLC, dated April 20, 2023(incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on May 2, 2023)

Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”), effective as of April 20, 2023 and approval by the Nevada Cannabis Compliance Board (the “Effective Date”), is made by and between Digipath, Inc. a Nevada corporation (“Inc.”), Digipath Labs, Inc., a Nevada corporation (“Labs” and together with Inc., “the Digipath Parties”), and DPL NV LLC, a Nevada l

February 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2022 or ☐ 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 Digipath, Inc. (Exact

January 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ 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 DIGIPATH, INC. (Exact na

January 17, 2023 EX-4.7

Description of Securities

EXHIBIT 4.7 DIGIPATH, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Digipath, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorpor

December 30, 2022 NT 10-K

SEC FILE NUMBER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 Read Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing in this form shall

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2022 or ☐ 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 Digipath, Inc. (Exact name

July 26, 2022 EX-3.1

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)

Exhibit 3.1

July 26, 2022 8-K

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commission

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2022 or ☐ 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 Digipath, Inc. (Exact nam

March 25, 2022 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2022 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commission

February 22, 2022 CORRESP

6450 Cameron Street Suite 113 Las Vegas, Nevada 89118

6450 Cameron Street Suite 113 Las Vegas, Nevada 89118 February 22, 2022 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, DC 20549 Attention: Robyn Manuel Adam Phippen Re: Digipath, Inc. Form 10-K for the Fiscal Year Ended September 30, 2021 Filed December 29, 2021 File No. 000-54239 Ladies and Gentlemen: This letter is b

February 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2021 or ☐ 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 Digipath, Inc. (Exact

January 6, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commiss

January 6, 2022 EX-10.2

Form of Securities Purchase Agreement with respect to the Series B Preferred Stock of Digipath Inc.

Exhibit 10.2 securities purchase AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), between Digipath, Inc., a Nevada corporation (the “Company”), and the investor identified on the signature page to this Agreement (the “Investor”), is made and entered into as of the date of the Company’s signature hereto. RECITALS A. Subject to the terms and conditions set forth in this Agreement and

January 6, 2022 EX-3.1

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)

Exhibit 3.1

January 6, 2022 EX-10.1

Form of Exchange Agreement with respect to the exchange of Series A Preferred Stock of Digipath Inc. for Series B Preferred Stock.

Exhibit 10.1 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this ?Agreement?), between Digipath, Inc., a Nevada corporation (the ?Company?), and the investor identified on the signature page to this Agreement (the ?Investor?), is made and entered into as of the date of the Company?s signature hereto. RECITALS A. Subject to the terms and conditions set forth in this Agreement and pursuant to Section 4

December 29, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? 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 DIGIPATH, INC. (Exact na

December 29, 2021 EX-10.18

Consulting, Confidentiality and Proprietary Rights Agreement between Digipath, Inc. and Duck’s Nest Investments, Inc., wholly-owned by A. Stone Douglass, dated September 1, 2021. (incorporated by reference to Exhibit 10.18 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2021)

EX-10.18 3 ex10-18.htm Exhibit 10.18 DigiPath Labs, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 1st day of September, 2021 (the “Effective Date”) by and between DigiPath Labs, Inc., a Nevada corporation (the “Company”), and Duck’s Nest Investments, Inc., (“Consultant”). a

December 29, 2021 EX-10.17

12% Secured Promissory Note dated September 10, 2021 issued by Digipath, Inc. to US Canna Lab I, LLC (incorporated by reference to Exhibit 10.17 of the Annual Report on Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2021)

Exhibit 10.17 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UND

August 18, 2021 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Digipath, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commissio

August 16, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2021 or ☐ 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 Digipath, Inc. (Exact name

July 7, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organizat

June 22, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organiza

June 4, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commission F

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2021 or [ ] 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 Digipath, Inc. (Exact

April 2, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2021 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organiz

February 12, 2021 10-Q

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2020 or [ ] 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 000-5423

January 29, 2021 EX-4.7

Description of Securities

EXHIBIT 4.7 DIGIPATH, INC. DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT The following is a brief description of shares of capital stock of Digipath, Inc. (the “Company,” “we,” “us,” or “our”). The brief description is based upon our Articles of Incorporation, including the Certificate of Amendment to our Articles of Incorporation, (as amended, our “Articles of Incorpor

January 29, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR [  ] 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

January 6, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 28, 2020 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Orga

January 6, 2021 EX-4.1

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)

EX-4.1 2 ex4-1.htm Exhibit 4.1 AMENDMENT TO CONVERTIBLE PROMISSORY NOTE THIS AMENDMENT TO CONVERTIBLE PROMISSORY NOTE (this “Amendment”), dated as of December 28, 2020, is entered into by and among DIGIPATH, INC., a Nevada corporation (the “Company”), and [] (“Lender”). RECITALS: The Lender is the holder of that certain 9% Secured Convertible Promissory Note, dated February , 2020 (the “Convertibl

December 30, 2020 NT 10-K

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period

October 7, 2020 EX-10.1

Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (Nordhaven, LLC) of the 8% Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on October 7, 2020)

Exhibit 10.1 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDE

October 7, 2020 EX-10.2

Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (CSW Ventures, LP) of the 8% Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. October 7, 2020)

EX-10.2 3 ex10-2.htm Exhibit 10.2 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT T

October 7, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2020 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commis

October 7, 2020 EX-10.3

Amended and Restated 8% Secured Convertible Promissory Note, between Digipath, Inc. Digipath Labs, Inc., and Holder (CSW Ventures, LP) of the 8% Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.3 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. October 7, 2020)

Exhibit 10.3 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDE

August 14, 2020 10-Q

Quarterly Report -

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2020 or [ ] 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 Di

August 14, 2020 EX-10.5

Paycheck Protection Program Loan Note between Digipath, Inc. and Cross River Bank, holder of the 1% Promissory Note due June 22, 2025 (incorporated by reference to Exhibit 10.5 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 14, 2020)

Exhibit 10.5

August 14, 2020 EX-10.4

Paycheck Protection Program Loan Note between Digipath Labs, Inc. and WebBank, holder of the 1% Promissory Note due May 13, 2025 (incorporated by reference to Exhibit 10.4 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 14, 2020)

Exhibit 10.4

July 6, 2020 EX-10.1

Separation and Release Agreement between Digipath, Inc. and Kyle Remenda, dated July 1, 2020 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on July 6, 2020)

EX-10.1 2 ex10-1.htm Exhibit 10.1 SEPARATION AND RELEASE AGREEMENT This Agreement (this “Agreement”) is made as of July 1, 2020 (the “Effective Date”), by and between DIGIPATH, INC., a Nevada corporation (the “Company”), and KYLE REMENDA (“Remenda”). RECITALS WHEREAS, Remenda is currently employed as the Company’s Chief Executive Officer pursuant to an Employment Agreement dated September 25, 2019

July 6, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2020 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organizat

May 15, 2020 EX-4.5

9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.5 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)

EX-4.5 2 ex4-5.htm Exhibit 4.5 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT

May 15, 2020 EX-10.3

Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 11, 2022 (incorporated by reference to Exhibit 10.3 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on May 15, 2020)

EX-10.3 3 ex10-3.htm Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of February 11, 2020 (this “Agreement”) between DIGIPATH, INC., a Nevada corporation (the “Parent”), DIGIPATH, LABS, INC., a Nevada corporation (“Digi Labs” and together with the Parent, collectively, the “Company”), and ELIZABETH PARKER (the “Secured Party”). WHEREAS, the Secured Party has agreed

May 15, 2020 10-Q

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2020 or [ ] 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 Digipath, Inc. (Exact

March 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organiz

March 16, 2020 EX-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 Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on March 16, 2020)

Exhibit 2.1 EXECUTION COPY STOCK PURCHASE AGREEMENT By and among VSSL ENTERPRISES LTD., A British Columbia corporation, (The Company), KYLE JOSEPH REMENDA, PHILIPPE OLIVIER HENRY, AUDIM VENTURES LTD. AND BRITT ASH ENTERPRISES LTD. (The Selling Shareholders) and DIGIPATH, INC. (Buyer) Dated as of March 9, 2020 TABLE OF CONTENTS Article I Definitions 1 Article II Purchase And Sale 6 Section 2.01 Pur

March 16, 2020 8-K

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2020 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organizat

February 14, 2020 EX-10.2

Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 11, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

Exhibit 10.2 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of February 11, 2020 (this “Agreement”) between DIGIPATH, INC., a Nevada corporation (the “Parent”), DIGIPATH, LABS, INC., a Nevada corporation (“Digi Labs” and together with the Parent, collectively, the “Company”), and JOHNNY M PUGA (the “Secured Party”). WHEREAS, the Secured Party has agreed to make a loan to the Co

February 14, 2020 EX-4.3

9% Secured Convertible Note, between Digipath, Inc. and holder, due August 10, 2022 (incorporated by reference to Exhibit 4.3 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

EX-4.3 2 ex4-3.htm Exhibit 4.3 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT

February 14, 2020 EX-10.1

Security Agreement, between Digipath, Inc., Digipath Labs, Inc., and holder of the 9% Senior Secured Convertible Note due August 10, 2022 (incorporated by reference to Exhibit 10.1 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

Exhibit 10.1 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of February 10, 2020 (this “Agreement”) between DIGIPATH, INC., a Nevada corporation (the “Parent”), DIGIPATH, LABS, INC., a Nevada corporation (“Digi Labs” and together with the Parent, collectively, the “Company”), and ANTHONY PODELL (the “Secured Party”). WHEREAS, the Secured Party has agreed to make a loan to the C

February 14, 2020 10-Q

DIGP / Digipath Inc 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2019 or [ ] 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 Digipath, Inc. (Ex

February 14, 2020 EX-4.4

9% Secured Subordinated Convertible Note, between Digipath, Inc. and holder, due August 11, 2022 (incorporated by reference to Exhibit 4.4 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 14, 2020)

EX-4.4 3 ex4-4.htm Exhibit 4.4 THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT

February 3, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2020 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commissi

December 31, 2019 10-K

DIGP / Digipath Inc 10-K - Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2019 OR [ ] 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 DIGIPATH, INC. (Exac

December 31, 2019 NT 10-K

DIGP / Digipath Inc NT 10-K - -

NT 10-K 1 formnt10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [

December 26, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2019 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of (Commission (IRS Empl

October 15, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2019 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commissi

September 30, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 25, 2019 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Org

September 30, 2019 EX-10.1

Binding Letter of Intent between Digipath, Inc., VSSL Enterprises Ltd., Kyle Remenda and Philippe Henry, dated September 25, 2019 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 30, 2019)

EX-10.1 2 ex10-1.htm 6450 Cameron Street #113 | Las Vegas, NV | 89014 | 702.209.2429 | www.digipath.com | [email protected] Strictly Confidential September 25, 2019 Kyle Remenda Philippe Henry VSSL Enterprises Ltd. 1-1385 Stevens Road West Kelowna, British Columbia Canada V1Z2S9 Re: Binding Letter of Intent to for the Acquisition of VSSL Enterprises Ltd. by Digipath Ladies and Gentlemen: This lett

September 30, 2019 EX-10.3

Separation and Release Agreement between Digipath, Inc. and Todd Denkin, dated September 26, 2019 (incorporated by reference to Exhibit 10.3 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 30, 2019)

SEPARATION AND RELEASE AGREEMENT This Agreement (this “Agreement”) is made as of September 26, 2019, by and between DIGIPATH, INC.

September 30, 2019 EX-10.2

Consulting Agreement between Digipath, Inc. and Philippe Henry, dated September 25, 2019 (incorporated by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 30, 2019)

AGREEMENT THIS AGREEMENT (“Agreement”) is made as of September 25, 2019 (the “Effective Date”) between DIGIPATH, INC.

September 30, 2019 EX-10.4

Employment Agreement between Digipath, Inc. and Kyle Remenda, dated September 25, 2019 (incorporated by reference to Exhibit 10.4 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 30, 2019)

EX-10.4 6 ex10-4.htm EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 25, 2019 (the “Effective Date”), by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las Vegas, NV 89014 (the “Company”) and KYLE REMENDA, an individual residing at 2532 Shoreline Drive, Lake Country BC, V4V2R6 Canada (“Exe

September 26, 2019 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 23, 2019 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada 000-54239 27-3601979 (State or other Jurisdiction of Incorporation or Organization) (Commiss

September 26, 2019 EX-4.1

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)

THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS.

September 26, 2019 EX-10.1

Security Agreement, between Digipath, Inc. Digipath Labs, Inc., and holder of the 8% Secured Convertible Note due September 23, 2020 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on September 26, 2019)

SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of September 23, 2019 (this “Agreement”) between DIGIPATH, INC.

August 13, 2019 10-Q

DIGP / Digipath Inc 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2019 or [ ] 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 Digipath, Inc. (Exact

August 13, 2019 EX-3.6

Certificate of Amendment to Articles of Incorporation dated May 14, 2019 (incorporated by reference to Exhibit 3.6 of the Current Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on August 13, 2019)

May 16, 2019 10-Q/A

DIGP / Digipath Inc 10-Q/A Quarterly Report

10-Q/A 1 form10-qa.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2019 or [ ] 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 000-54

May 15, 2019 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2019 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commission F

May 15, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2019 or [ ] 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 Digipath, Inc. (Exact

April 15, 2019 DEF 14A

DIGP / Digipath Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 1

March 19, 2019 PRE 14A

DIGP / Digipath Inc

PRE 14A 1 pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (a

February 14, 2019 10-Q

DIGP / Digipath Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2018 or [ ] 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 Digipath, Inc. (Ex

December 27, 2018 10-K

DIGP / Digipath Inc 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2018 OR [ ] 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 DIGIPATH, INC. (Exac

November 21, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2018 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Num

November 21, 2018 EX-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)

EX-4.1 2 ex4-1.htm THIS NOTE AND THE UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATIO

November 21, 2018 EX-10.1

Security Agreement between Digipath Labs, Inc. and collateral agent for the holders of the 8% Senior Secured Convertible Notes due December 31, 2020 (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on November 21, 2018)

SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of October 23, 2018 (this “Agreement”) between DIGIPATH, INC.

September 17, 2018 EX-99.1

Digipath Appoints Two New Directors to its Board

Digipath Appoints Two New Directors to its Board LAS VEGAS, NV - September 17th, 2018 - Digipath, Inc.

September 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2018 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239

August 31, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2018 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Numb

August 14, 2018 10-Q

DIGP / Digipath Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2018 or [ ] 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 Digipath, Inc. (Exact

July 6, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2018 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-360

May 15, 2018 10-Q

DIGP / Digipath Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2018 or [ ] 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 Digipath, Inc. (Exact

February 12, 2018 10-Q

DIGP / Digipath Inc 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2017 or [ ] 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 Digipath, Inc. (Ex

February 1, 2018 EX-99.1

Digipath Labs’ Resumes Testing Operations Following Reinstatement of Nevada Licenses

Digipath Labs’ Resumes Testing Operations Following Reinstatement of Nevada Licenses (LAS VEGAS, NV, February 1, 2018) – Digipath, Inc.

February 1, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2018 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Num

January 22, 2018 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2018 Digipath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Num

December 29, 2017 EX-10.15

Operating Agreement of Humboldt Botanical, LLC, dated as of August 31, 2017, between Digipath, Inc. and Don Ashley (incorporated by reference to Exhibit 10.15 of the Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2017)

HUMBOLDT BOTANICAL, LLC A California Limited Liability Company OPERATING AGREEMENT Dated as of August 31, 2017 HUMBOLDT BOTANICAL, LLC OPERATING AGREEMENT THIS OPERATING AGREEMENT (this ?Agreement?) of HUMBOLDT BOTANICAL, LLC (the ?Company?), dated and effective as of August 31, 2017 is hereby agreed to by and among Digipath, Inc.

December 29, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2017 OR [ ] 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 DIGIPATH, INC. (Exac

December 29, 2017 EX-10.12

Amendment to Employment Agreement between Digipath, Inc. and Todd Denkin, dated as of December 22, 2017 (incorporated by reference to Exhibit 10.12 of the Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2017)

EX-10.12 3 ex10-12.htm AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 22, 2017, by DIGIPATH, INC. (the “Company”), and TODD DENKIN (the “Executive”). R E C I T A L S The Company and the Executive are parties to an Amended and Restated Employment Agreement dated as of June 21, 2016 (the “Employment Agre

December 29, 2017 EX-21.1

Subsidiaries (incorporated by reference to Exhibit 21.1 of the Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2017)

EXHIBIT 21.1 Subsidiaries State of Name of Entity(1) Incorporation Relationship Digipath, Inc.(2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc.(3) Colorado Subsidiary (1)All entities are in the form of a corporation. (2)Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above were wholly-owned by Digipa

December 29, 2017 EX-10.11

Amendment to Employment Agreement between Digipath, Inc. and Joseph J. Bianco, dated as of December 22, 2017 (incorporated by reference to Exhibit 10.11 of the Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2017)

EX-10.11 2 ex10-11.htm AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of December 22, 2017, by DIGIPATH, INC. (the “Company”), and JOSEPH J. BIANCO (the “Executive”). R E C I T A L S The Company and the Executive are parties to an Employment Agreement dated as of June 21, 2016 (the “Employment Agreement”), pursuant to which the Execut

December 29, 2017 EX-10.13

Amendment to Employment Agreement between Digipath, Inc. and Todd Peterson, dated as of December 22, 2017 (incorporated by reference to Exhibit 10.13 of the Form 10-K filed with the Securities and Exchange Commission by Digipath, Inc. on December 29, 2017)

AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT (this ?Amendment?) is entered into as of December 22, 2017, by DIGIPATH, INC.

August 14, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2017 [ ] TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2017 or [ ] 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 Digipath, Inc. (Exact

May 12, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2017 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2017 or [ ] 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 Digipath, Inc. (Exact

February 24, 2017 8-K

Unregistered Sales of Equity Securities

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2017 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 2

February 24, 2017 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2017 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239

February 23, 2017 EX-10.1

Master Joint Venture Agreement, dated as of March 20, 2017, between Digipath, Inc. and OC Testing LLC (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on February 23, 2017)

EX-10.1 2 ex10-1.htm MASTER JOINT VENTURE AGREEMENT MASTER JOINT VENTURE AGREEMENT (this “Agreement”), dated as of February 20, 2017, by and between DIGIPATH, INC., a Nevada corporation (“Digi”), and OC TESTING, LLC, a Delaware limited liability company (“OC”). R E C I T A L S: Digi is engaged in the cannabis lab testing business (the “Testing Business”) in the state of Nevada, and has developed s

February 23, 2017 EX-99.1

Digipath, Inc. Enters into Joint Venture Agreement with Strategic Investor

Digipath, Inc. Enters into Joint Venture Agreement with Strategic Investor LAS VEGAS, NV?(February 22, 2017) - Digipath, Inc. (OTCQB: DIGP), an independent cannabis lab testing and media firm, is pleased to announce that it has entered into an agreement with a strategic investor, OC Testing LLC, to build additional cannabis testing labs. Pursuant to this agreement: ? Digipath and the investor inte

February 23, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 20, 2017 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commiss

February 13, 2017 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2016 or [ ] 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 Digipath, Inc. (Ex

February 10, 2017 CORRESP

Digipath ESP

DigiPath, Inc. 6450 Cameron Street Suite 113 Las Vegas, Nevada 89118 February 10, 2017 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Shannon Sobotka Isaac Esquivel Re: Digipath, Inc. (the ?Company?) Form 10-K for the Fiscal Year Ended September 30, 2016 Filed January 9, 2017 File No. 000-54239 Ladies and Gentlem

January 27, 2017 EX-16

EX-16

January 27, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2017 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commissi

January 9, 2017 EX-21.1

Subsidiaries

EXHIBIT 21.1 Subsidiaries State of Name of Entity(1) Incorporation Relationship Digipath, Inc.(2) Nevada Parent Digipath Labs, Inc. Nevada Subsidiary TNM News, Inc. Nevada Subsidiary GroSciences, Inc.(3) Colorado Subsidiary (1) All entities are in the form of a corporation. (2) Holding company, which owns each of the wholly-owned subsidiaries. All subsidiaries shown above were wholly-owned by Digi

January 9, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2016 OR [ ] 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 DIGIPATH, INC. (Exac

December 30, 2016 NT 10-K

Digipath 0-K

OMB APPROVAL UNITED STATES OMB Number: 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2018 Washington, D.

August 22, 2016 SC 13D/A

DIGP / Digipath Inc / Denkin Todd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGIPATH, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 253825202 (CUSIP Number) Zev M. Bomrind Fox Rothschild LLP 101 Park Avenue New York, New York 10178 (212) 848-7951 (Name, Address and Telephone Number

August 22, 2016 SC 13D/A

DIGP / Digipath Inc / Denkin Todd Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* DIGIPATH, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 253825202 (CUSIP Number) Zev M. Bomrind Fox Rothschild LLP 101 Park Avenue New York, New York 10178 (212) 848-7951 (Name, Address and Telephone Number

August 19, 2016 SC 13D

DIGP / Digipath Inc / BIANCO JOSEPH J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DIGIPATH, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 253825202 (CUSIP Number) Zev M. Bomrind Fox Rothschild LLP 101 Park Avenue New York, New York 10178 (212) 848-7951 (Name, Address and Telephone Number o

August 19, 2016 SC 13D

DIGP / Digipath Inc / BIANCO JOSEPH J Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DIGIPATH, INC. (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 253825202 (CUSIP Number) Zev M. Bomrind Fox Rothschild LLP 101 Park Avenue New York, New York 10178 (212) 848-7951 (Name, Address and Telephone Number o

August 15, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2016 [ ] TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2016 or [ ] 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 DigiPath, Inc. (Exact

July 13, 2016 S-8

Digipath

As filed with the Securities and Exchange Commission on July 12, 2016 Registration No.

June 27, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2016 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-36

June 27, 2016 EX-10.1

Digipath, Inc. Amended and Restated 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

EX-10.1 2 ex10-1.htm DIGIPATH, INC. Amended and Restated 2012 Stock Incentive Plan Initially Adopted: March 5, 2012 Amended and Restated: June 21, 2016 1. General. (a) Eligible Award Recipients. The persons eligible to receive Awards are Employees, Directors and Consultants. (b) Available Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options, (ii) Nonstatutor

June 27, 2016 EX-10.2

Form of Stock Option Grant Notice for grants under the Amended and Restated 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

EX-10.2 3 ex10-2.htm DIGIPATH, INC. STOCK OPTION GRANT NOTICE (AMENDED AND RESTATED 2012 STOCK INCENTIVE PLAN) DigiPath, Inc. (the “Company”), pursuant to its Amended and Restated 2012 Stock Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as

June 27, 2016 EX-10.5

Amended and Restated Employment Agreement between Digipath, Inc. and Todd Denkin, dated as of June 21, 2016 (incorporated by reference to Exhibit 10.5 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

EXHIBIT 10.5 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 21, 2016 (the ?Effective Date?), by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118 (the ?Company?) and TODD DENKIN, an individual residing at 391 Placer Creek Lane, Hen

June 27, 2016 EX-10.3

Form of Option Agreement for grants under the Amended and Restated 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

EXHIBIT 10.3 DIGIPATH, INC. Amended and Restated 2012 Stock Incentive Plan Option Agreement Pursuant to your Stock Option Grant Notice (?Grant Notice?) and this Option Agreement, DigiPath, Inc. (the ?Company?) has granted you an option under its Amended and Restated 2012 Stock Incentive Plan (the ?Plan?) to purchase the number of shares of the Company?s Common Stock indicated in your Grant Notice

June 27, 2016 EX-10.4

Employment Agreement between Digipath, Inc. and Joseph J. Bianco, dated as of June 21, 2016 (incorporated by reference to Exhibit 10.4 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 27, 2016)

EXHIBIT 10.4 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this ?Agreement?), dated as of June 21, 2016 (the ?Effective Date?), by and between DIGIPATH, INC., a Nevada corporation with its principal place of business at 6450 Cameron Street, Suite 113, Las Vegas, Nevada 89118 (the ?Company?) and JOSEPH J. BIANCO, an individual residing at 508 Sag Harbor Turnpike, Bridgehampton, New York 11937 (?Execut

May 16, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2016 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2016 or [ ] 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 DigiPath, Inc. (Exact

March 18, 2016 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commission

March 18, 2016 EX-4.1

WARRANT TO PURCHASE COMMON STOCK DIGIPATH, INC.

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”).

March 3, 2016 EX-10.3

Exhibit A—Services; Compensation

Adam Green 2724 Tom Miller St. Austin TX 78723 Joseph Bianco, Chairman DigiPath, Inc. 6450 Cameron St. Las Vegas, NV, 89118 Dated: February 1, 2016 Sir: This letter sets forth our agreement relative to consulting services provided to DigiPath, Inc. (“DGP” or “Client”) by the undersigned (“AG” or “Consultant.”) As full compensation for such Services, the Client shall pay Consultant the amounts set

March 3, 2016 EX-10.1

Exhibit A—Services; Compensation

EX-10.1 3 ex10-1.htm Scott Narins 28 Pinecrest Drive Woodcliff Lake, NJ 07677 Joseph Bianco, Chairman DigiPath, Inc. 6450 Cameron St. Las Vegas, NV, 89118 Dated: February 1, 2016 Sir: This letter sets forth our Agreement relative to consulting services provided to DigiPath, Inc. (“DGP” or “Client”) by the undersigned (“SN” or “Consultant.”) As full compensation for such Services, the Client shall

March 3, 2016 S-8

Digipath

As filed with the Securities and Exchange Commission on March 3, 2016 Registration No.

March 3, 2016 EX-10.2

Exhibit A—Services; Compensation

EX-10.2 4 ex10-2.htm Dennis Stoutenburgh Social Strategy 1 Joseph Bianco, Chairman DigiPath, Inc. 6450 Cameron St. Las Vegas, NV, 89118 Dated: February 1, 2016 Sir: This letter sets forth our Agreement relative to consulting services provided to DigiPath, Inc. (“DGP” or “Client”) by the undersigned (“DS” or “Consultant.”) As full compensation for such Services, the Client shall pay Consultant the

February 19, 2016 EX-10.2

Consulting Agreement, dated as of November 23, 2015, between Digipath, Inc. and Alliance Advisory Partners, LLC whose beneficial owner is Joseph Bianco (incorporated by reference to Exhibit 10.2 of the Report on Form 10-Q filed with the Securities and Exchange Commission by Digipath, Inc. on February 19, 2016)

Alliance Advisory Partners LLC 611 Broadway, Suite 307 New York, NY, 10012 Todd Denkin, CEO Digipath, Inc.

February 19, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2015 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended December 31, 2015 or [ ] 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 DigiPath, Inc. (Ex

February 17, 2016 NT 10-Q

Digipath 0-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period E

January 13, 2016 EX-21.1

Subsidiaries

EXHIBIT 21.1 Subsidiaries State of Business Name of Entity Incorporation Relationship(1) Purpose DigiPath Labs, Inc. Nevada Subsidiary Cannabis Testing TNM News Corp. Nevada Subsidiary Cannabis News Media GroSciences, Inc.(2) Colorado Subsidiary Cannabis Financing and Management DigiPath Corp.(3)(4) Kansas Subsidiary(4) Digital Microscopy (1) All subsidiaries were wholly-owned subsidiaries of Digi

January 13, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2015 OR [ ] 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 DIGIPATH, INC. (Exac

December 29, 2015 NT 10-K

Digipath 0-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54239 CUSIP NUMBER 253825202 (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period E

October 7, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (

October 7, 2015 EX-10.1

Omnibus Agreement and Amendment, dated as of October 1, 2015, among Digipath, Inc., Digipath Corp. and Steven D. Barbee (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on October 7, 2015)

EXHIBIT 10.1 OMNIBUS AGREEMENT AND AMENDMENT This Omnibus Agreement and Amendment (this “Agreement”) is made as of the 1st day of October, 2015, by and among DigiPath, Inc., a Nevada corporation (“DIGP”), DigiPath Corp., a Kansas corporation (“Digi Corp”) and Steven D. Barbee (“Barbee”). RECITALS WHEREAS DIGP is the holder of 3,030,000 shares of common stock of Digi Corp (“Digi Corp Common Stock”)

August 14, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2015 [ ] TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2015 or [ ] 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 DigiPath, Inc. (Exact

June 23, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-36

June 23, 2015 EX-10.1

Employment, Confidentiality and Proprietary Rights Agreement, dated as of June 19, 2015, between Digipath, Inc. and Todd A. Peterson (incorporated by reference to Exhibit 10.1 of the Report on Form 8-K filed with the Securities and Exchange Commission by Digipath, Inc. on June 23, 2015)

EXHIBIT 10.1 EMPLOYMENT, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Employment, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 19th day of June, 2015 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Todd Peterson (the “Employee”). WHEREAS, the Company desires to employ the Employee as the Chief Financial Officer of the C

May 26, 2015 EX-3.1

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)

May 26, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commission F

May 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2015 [ ] TRANSITION REPORT PURSUANT TO

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2015 or [ ] 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 D

April 13, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): April 13, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3

April 13, 2015 EX-99.1

Letter to Shareholders From the Office of the CEO April 13, 2015

EXHIBIT 99.1 Letter to Shareholders From the Office of the CEO April 13, 2015 Fellow DigiPath Shareholders: We expect to open our first cannabis analytical testing laboratory in just a few short weeks, and it looks like we’ll be one of the first labs to open in Nevada. As we help usher medicinal marijuana into the Silver State, I wanted to update you on the progress we are making across all of our

March 26, 2015 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): March 26, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commission

March 13, 2015 8-K

Digipath (Current Report/Significant Event)

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act Of 1934 Date of Report (Date of earliest event reported): March 13, 2015 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (C

January 29, 2015 EX-99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that any filings, including, without limitation, amended filings, with respect to transactions by RAW Alternative, LLC or Bob Philpott in the securities of DigiPath, Inc. that are required under Section 16 of the Securities Exchange Act of 1934, as amended, may be filed on behalf of each of the u

January 29, 2015 SC 13D

DIGP / Digipath Inc / Raw Alternative, LLC - SCHEDULE 13D Activist Investment

Schedule 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* DigiPath, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 253825 103 (CUSIP Number) Raw Alternative, LLC Attn: Robert Philpott 16030 Ventura Blvd. Suite 380 Encino, CA 91436 (818) 905-9500 (Name, Address an

January 27, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended December 31, 2014 [ ] TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarterly period ended December 31, 2014 or [ ] 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 DigiPath, Inc. (Ex

December 18, 2014 8-K

Other Events, Financial Statements and Exhibits

8-K 1 form8-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) December 10, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 2

December 18, 2014 EX-10.1

DigiPath, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

DigiPath, Inc. CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 10th day of December 2014 (the “Effective Date”) by and between DigiPath, Inc. a Nevada corporation (the “Company”), W-Net, Inc. (“Consultant”). WHEREAS, the Company desires to engage Consultant to provide certain serv

December 18, 2014 EX-10.3

NONDISCLOSURE AGREEMENT

NONDISCLOSURE AGREEMENT THIS NONDISCLOSURE AGREEMENT (this “NDA”) is made as of December 9th, 2014 (the “Effective Date”) by and between DigiPath, Inc.

December 18, 2014 EX-10.2

W-NET, INC. December 10, 2014

EX-10.2 3 ex10-2.htm W-NET, INC. December 10, 2014 DigiPath, Inc. 6450 Cameron Street, Suite 113 Las Vegas, NV 89014 Re: DigiPath, Inc. - Lock-Up Agreement Dear Sirs: This Lock-Up Agreement is being delivered to you in connection with that certain Consulting, Confidentiality and Proprietary Rights Agreement (the “Agreement”), dated as of the date hereof, by and between DigiPath, Inc. (the “Company

November 25, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2014 [ ] TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2014 OR [ ] 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 DIGIPATH, INC. (Exac

November 25, 2014 EX-21

LIST OF SUBSIDIARIES

Exhibit 21 LIST OF SUBSIDIARIES Name Jurisdiction Purpose DigiPath Labs, Inc. Nevada Cannabis Testing TNM News Corp. Nevada Cannabis News Media GroSciences, Inc. Colorado Cannabis Financing and Management DigiPath Corp. Kansas Digital Microscopy

November 18, 2014 EX-99.1

BRIAN SANDOVAL ROMAINE GILLILAND

BRIAN SANDOVAL Governor ROMAINE GILLILAND Director STATE OF NEVADA RICHARD WHITLEY, MS Administrator TRACEY D.

November 18, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) November 3, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization

October 24, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 24, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commissi

October 24, 2014 EX-99.1

DigiPath Corp Expands Global Reach, Provides Pathology Solutions to USAID in Ethiopia

EXHIBIT 99.1 DigiPath Corp Expands Global Reach, Provides Pathology Solutions to USAID in Ethiopia Las Vegas, NV, October 24, 2014 – DigiPath Corp, a subsidiary of DigiPath, Inc. (OTCBB and OTCQB: DIGP), a digital pathology solution provider that is rapidly expanding into cannabis testing and other services to the cannabis industry, is expanding abroad to bring its cutting-edge PathScope™ to impro

October 6, 2014 EX-10.1

SEPARATION AGREEMENT

EXHIBIT 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is made and entered into as of October 3, 2014 (the “Effective Date”), by and between DigiPath, Inc., a Nevada corporation (the “Company”) and Joe Tanner, an individual (“Tanner”). The Company and Tanner are hereinafter collectively referred to as the “Parties.” RECITALS WHEREAS, the Company and Tanner are parties to th

October 6, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) October 3, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3

September 15, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) September 11, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-360197

September 15, 2014 EX-10.1

AMENDMENT NO. 1 CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

EXHIBIT 10.1 AMENDMENT NO. 1 TO CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Amendment No. 1 to Consulting, Confidentiality and Proprietary Rights Agreement (this “Amendment”) is made by and between DigiPath, Inc. (the “Company”), and Joe Tanner (“Consultant”). WHEREAS, the Company and Consultant are parties to that certain Consulting, Confidentiality and Proprietary Rights Ag

August 26, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) August 25, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Commissio

August 26, 2014 EX-99.1

DigiPath, Inc., Completes Management Restructuring with Three Senior Appointments

DigiPath, Inc., Completes Management Restructuring with Three Senior Appointments LAS VEGAS, Aug. 25, 2014 - DigiPath, Inc. (OTCBB and OTCQB: DIGP), a digital pathology solution provider that is rapidly expanding into cannabis testing and other services to the cannabis industry, announced three top-level appointments today, completing its management restructuring plan. Joe Tanner has been appointe

July 30, 2014 EX-99.1

DigiPath No New Corporate Developments

Exhibit 99.1 DigiPath No New Corporate Developments Las Vegas, NV, July 30, 2014 - DigiPath, Inc. (OTCBB and OTCQB: DIGP), a digital pathology solution provider that is expanding into the cannabis testing and education markets, announced today that has been no material development in its business and affairs not previously disclosed or, to its knowledge, any other reason to account for the recent

July 30, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 30, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Co

July 17, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 15, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 27-3601979 (Co

July 17, 2014 EX-99.1

The National Marijuana News: DigiPath Enables Balanced Cannabis News Reporting

EXHIBIT 99.1 FOR IMMEDIATE RELEASE The National Marijuana News: DigiPath Enables Balanced Cannabis News Reporting July 15, 2014 - Los Angeles, CA DigiPath, Inc. (OTCQB: DIGP / “DigiPath”), a digital laboratory provider within the human, animal, and cannabis testing markets, announces the launch of The National Marijuana News (“TNMNews”). The balanced cannabis news site and talk radio show focus on

July 14, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 30, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Number

July 14, 2014 EX-10.4

COMMON STOCK PURCHASE WARRANT DIGIPATH, CORP.

Exhibit 10.4 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

July 14, 2014 EX-10.3

DigiPath Corp CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

Exhibit 10.3 DigiPath Corp CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 19th day of April 2014 (the “Effective Date”) by and between DigiPath Corp., a Kansas corporation (the “Company”), Eric Stoppenhagen, an individual (“Consultant”). WHEREAS, the Company desires to engage Con

July 14, 2014 EX-10.1

DigiPath Corp CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

Exhibit 10.1 DigiPath Corp CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement ("Agreement") is entered into as of the 19th day of April 2014 (the “Effective Date”) by and between DigiPath Corp., a Kansas corporation (the “Company”), Steven D. Barbee, an individual (“Consultant”). WHEREAS, the Company desires to engage Cons

July 14, 2014 EX-10.2

COMMON STOCK PURCHASE WARRANT DIGIPATH, CORP.

Exhibit 10.2 EXECUTION VERSION NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

July 14, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended June 30, 2014 or [ ] 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 DigiPath, Inc. (Exact name of regist

July 1, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) July 1, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission Fil

July 1, 2014 EX-99.1

DigiPath Launches Vocational Cannabis Education and Training Division

EXHIBIT 99.1 DigiPath Launches Vocational Cannabis Education and Training Division Las Vegas, NV, July 1, 2014 - Digital pathology solutions provider DigiPath, Inc. (OTCQB: DIGP / “DigiPath”) has announced the launch of its new cannabis education and training division to support its line of service expansion to include cannabis testing and education. DigiPath has sought out the services of Oak Tre

June 20, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 form8k.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 11, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 0

June 20, 2014 EX-99.2

DigiPath Secures Permit to Open Nevada Cannabis Testing Labs in Clark County Access to safe cannabis medication moving from pipe dream to reality for Nevada residents.

EX-99.2 3 ex99-2.htm EXHIBIT 99.2 DigiPath Secures Permit to Open Nevada Cannabis Testing Labs in Clark County Access to safe cannabis medication moving from pipe dream to reality for Nevada residents. Las Vegas, NV, June 20, 2014 — DigiPath, Inc. (OTCBB and OTCQB: DIGP), a life sciences company that creates digital pathology solutions, received approval on June 17, 2014 from the Clark County Comm

June 20, 2014 EX-99.1

EX-99.1

EXHIBIT 99.1

June 6, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) June 5, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Number)

June 4, 2014 SC 13D/A

DIGP / Digipath Inc / Barbee Barbee Denny - STEVE BARBEE SCHEDULE 13D/A Activist Investment

SC 13D/A 1 barbee13da.htm STEVE BARBEE SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* DigiPath, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 253825 103 (CUSIP Number) c/o DigiPath, Inc. 6450 Cameron St Suite 113 Las Vegas, NV 89118 702-527-2060 (Name, Address and

June 2, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 digpform8k140530tanner.htm DIGIPATH, INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 30, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorpor

June 2, 2014 EX-4.1

FIRST AMENDMENT DIGIPATH, INC. 2012 STOCK INCENTIVE PLAN

FIRST AMENDMENT TO DIGIPATH, INC. 2012 STOCK INCENTIVE PLAN This First Amendment (this “Amendment”) to the DigiPath, Inc. 2012 Stock Incentive Plan (the “Plan”) is effective as of May 30, 2014. 1. Section 3(a) of the Plan is hereby amended in its entirety to read as follows: “3. Shares Subject to the Plan. (a) Aggregate Limits. Subject to the provisions of Section 10 of the Plan, the maximum aggre

June 2, 2014 EX-10.1

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

EX-10.1 3 exhibit101.htm EXHIBIT 10.1 TANNER CONSULTING AGREEMENT CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 30th day of May, 2014 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Joe Tanner (“Consultant”). WHEREAS, the Company desires to engage Joe T

May 30, 2014 EX-10.1

CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

Exhibit 10.1 CONSULTING, CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT This Consulting, Confidentiality and Proprietary Rights Agreement (“Agreement”) is entered into as of the 30th day of May, 2014 (the “Effective Date”) by and between DigiPath, Inc. (the “Company”), and Steven D. Barbee (“Consultant”). WHEREAS, the Company desires to engage Steven D. Barbee (“Consultant”) to provide certain s

May 30, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - DIGIPATH, INC. FORM 8-K MAY 30, 2014

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 30, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Number)

May 14, 2014 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits - DIGIPATH, INC. FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: (Date of earliest event reported) May 14, 2014 DigiPath, Inc. (Exact name of registrant as specified in charter) Nevada (State or other Jurisdiction of Incorporation or Organization) 000-54239 (Commission File Number)

May 12, 2014 10-Q

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2014 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarterly Period Ended March 31, 2014 or [ ] 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 DigiPath, Inc. (Exact name of regis

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