Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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FORM 8-K

 

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 31, 2024

(Date of earliest event reported)

 

NovAccess Global Inc.

(Exact name of registrant as specified in its charter)

 

Colorado		000-29621		84-1384159
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

8584 E. Washington Street, No. 127, Chagrin Falls, Ohio 44023

(Address of principal executive offices) (Zip Code)

 

213-642-9268

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐ Emerging growth company

 

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

 

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On May 31, 2024, NovAccess Global Inc. entered into an interest free convertible loan agreement with our chairman of the board, John A. Cassarini, pursuant to which Mr. Cassarini loaned NovAccess $9,000 to address short-term cash needs. The loan does not bear interest and does not have a specified due date, but is expected to be paid in full upon completion of the pending transaction with Sumner Global or other financing of at least $1.0 million. If we default on the loan, it will bear interest at 10%. Mr. Cassarini may convert amounts outstanding under the loan into unregistered shares of NovAccess common stock at $0.11 a share.

 

The loan agreement with Mr. Cassarini is filed as an exhibit to this Current Report on Form 8-K. The description above is qualified in its entirety by reference to the full text of the agreement.  

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure included under Item 1.01 above is incorporated by reference to this Item 2.03.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure included under Item 1.01 above is incorporated by reference to this Item 3.02. The issuance of the convertible loan to Mr. Cassarini was exempt from registration under Section 4(a)(2) of the Securities Act of 1933. 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit 10.1 Interest Free Convertible Loan Agreement dated May 31, 2024 between NovAccess Global Inc. and John A. Cassarini 

Exhibit 104 Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

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SIGNATURE

 

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

 

	NovAccess Global Inc.
Dated: June 4, 2024	/s/ Dwain K. Irvin
	By Dwain K. Irvin, Chief Executive Officer

 

 

 

Exhibit 10.1 

 

Interest Free Convertible Loan Agreement

 

This Interest Free Convertible Loan Agreement (this “Agreement”) is entered into as of May 31, 2024 (the “Effective Date”) by and between NovAccess Global Inc., a Colorado corporation (“NovAccess”), and John A. Cassarini (“Cassarini”).

 

Whereas, NovAccess is currently seeking financing to fund its operations and repay debt, but requires a short-term loan until longer-term financing can be obtained; and

 

Whereas, Cassarini is a member of the NovAccess board of directors and is willing to provide to NovAccess a short-term interest-free loan for specified purposes, reflecting his faith in NovAccess.

 

Now, Therefore, the parties agree as follows:

 

1.         Loan and Repayment. Cassarini loaned NovAccess $9,000 on the Effective Date. NovAccess will repay to Cassarini without interest all amounts loaned under this Agreement upon the receipt by NovAccess of debt or equity financing of at least $1.0 million (the “Due Date”).

 

2.         Default. If NovAccess fails to repay all amounts loaned under this Agreement on the Due Date, then the balance shall bear interest at 10% per annum and NovAccess agrees to pay, in addition to the principal and interest, reasonable attorneys’ fees and collection costs incurred by Cassarini.

 

3.         Conversion Right. Cassarini has the right from time to time, and at any time until the loan made under this Agreement is repaid in full, to convert all or any part of the outstanding and unpaid amount of the loan into fully paid and non-assessable shares of NovAccess common stock, no par value (the “Common Stock”), or any shares of capital stock or other securities of NovAccess into which such Common Stock shall hereafter be changed or reclassified (a “Conversion”). The number of shares of Common Stock to be issued upon each Conversion will be determined by dividing the Conversion Amount (as defined below) by the Conversion Price (as defined below).

 

“Conversion Amount” means, with respect to any Conversion, the sum of (1) the principal amount loaned under this Agreement to be converted in such Conversion, plus (2) at Cassarini’s option, accrued and unpaid default interest, if any, on such principal amount at the interest rate provided in this Agreement to the date of the Conversion.

 

The initial “Conversion Price” is $0.11. If NovAccess, at any time or from time to time after the Effective Date, (1) pays a dividend or makes any other distribution upon the Common Stock or any other capital stock of NovAccess payable in shares of Common Stock or in options or convertible securities, or (2) subdivides (by any stock split, recapitalization or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to any such dividend, distribution or subdivision will be proportionately decreased. If the Corporation at any time combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this paragraph will become effective at the close of business on the date the dividend, subdivision or combination becomes effective.

 

If Cassarini wishes to effectuate a Conversion, he must submit to NovAcess a written notice of conversion specifying the Conversion Amount. NovAccess is responsible for the costs of issuing the shares of Common Stock in the Conversion and will cause the shares to be issued to Cassarini within a reasonable amount of time.

 

4.         Miscellaneous.

 

(a)         Successors and Assigns. The rights and obligations of the parties are binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.

 

(b)         Waiver and Amendment. Any provision of this Agreement may only be amended, waived or modified upon the written consent of NovAccess and Cassarini.

 

(c)         Governing Law. This Agreement and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to the conflicts of law provisions of the State of Ohio, or of any other state.

 

(d)         Waiver of Jury Trial. Each of NovAccess and Cassarini agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement.

 

[Signature Page Follows]

 

 

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In Witness Whereof, the parties have signed this Agreement as of the Effective Date.

 

NovAccess Global Inc.   /s/ Dwain K. Irvin		/s/ John A. Cassarini
By Dwain K. Irvin Chief Executive Officer		John A. Cassarini

 

 

Document And Entity Information	May 31, 2024
Document Information Line Items
Entity Registrant Name	NovAccess Global Inc.
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0001039466
Document Period End Date	May 31, 2024
Entity Emerging Growth Company	false
Entity Incorporation, State or Country Code	CO
Entity File Number	000-29621
Entity Tax Identification Number	84-1384159
Entity Address, Address Line One	8584 E. Washington Street, No. 127
Entity Address, City or Town	Chagrin Falls
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44023
City Area Code	213
Local Phone Number	213-642-9268
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
No Trading Symbol Flag	true

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