Item 1.01. Entry into a Material Definitive Agreement.

On July 25, 2022, Digipath, Inc., a Nevada corporation (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Todd Denkin, the Company’s President, pursuant to which Mr. Denkin purchased 1,000 shares of the Company’s newly designated Series C Preferred Stock (“Series C Preferred Stock”) for a purchase price of $0.10 per share of Series C Preferred Stock.

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

In light of the Company’s limited financial resources, the Board determined that the sale of the Series C Preferred Stock to Mr. Denkin is in the best interests of the Company as it may provide the Company with the ability in the future to consummate a strategic transaction on an expedited basis.

The description of the Series C Preferred Stock set forth above is qualified in its entirety by reference to the actual terms of the Certificate of Designation designating the Series C Preferred Stock, which has been filed as Exhibit 3.1 hereto and which is incorporated herein by reference.