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, 2020
|
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)
|
|
(IRS Employer Identification No.)
|
|
|
|
|
|
|
|
8834 Mayfield Road, Suite C, Chesterland, Ohio 44026
|
|
(Address of principal executive Offices) (Zip Code)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registrant’s telephone number, including area code: 440-644-1027
|
|
|
|
|
|
|
|
XsunX, Inc.
|
|
(Former name or former address, if changed since last report.)
|
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 (see General Instruction A.2. below):
☐ 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
|
Name of each exchange on which registered
|
|
None
|
Not Applicable
|
Not Applicable
|
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: (1) effectuate a 1-for-1,000 reverse stock split of the company’s outstanding shares of common stock; and (2) change the name of the company from “XsunX, Inc.” to “NovAccess Global Inc.”
There are approximately 1,601,949 shares of common stock issued and outstanding after the stock split. The stock split affected all of our shareholders uniformly and did not change any shareholder’s percentage ownership in the company, except for adjustments that may result from the treatment of fractional shares. The number of shares of the company’s authorized common stock (2.0 billion) was not changed by the stock split.
Our common stock is quoted on the OTC Pink Open Markets under the symbol “XSNX” and our common stock will continue to be reported on the OTC Pink under the same symbol.
We believe that the reverse split and corporate name change will position the company to transition into a new business plan focused on commercializing developmental healthcare solutions in the biotechnology, medical, and health and wellness markets. We also expect that the increased per share market price of our stock resulting from the reverse stock split may increase the marketability and liquidity of our stock. Of course, we cannot guarantee that our stock price will increase in proportion to the split (or at all).
For more information about the stock split and name change, please see our Information Statement on Schedule 14C filed with the Securities and Exchange Commission on June 29, 2020. The description of the amendment to the company’s articles of incorporation is qualified in its entirety by the articles of amendment filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
NovAccess Global Inc.
|
|
|
|
|
Date: August 27, 2020
|
/s/ Daniel G. Martin
|
|
|
By Daniel G. Martin, Chief Executive Officer
|
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
XSUNX, INC.
The undersigned Chief Executive Officer of XSUNX, INC., a Colorado corporation (the “Corporation”), does hereby certify that the holder of the shares of the Corporation entitled to cast a majority of the votes on this matter executed an action by written consent dated June 15, 2020, adopting resolutions to amend the Articles of Incorporation of the Corporation, as follows:
ARTICLE I
ARTICLE I shall be amended to change the name to “NovAccess Global Inc.”
ARTICLE IV
ARTICLE IV is hereby amended to add the Section 6 as follows:
“Section 6. 1-for-1,000 Reverse Stock Split. Each share of the Corporation’s Common Stock, issued and outstanding immediately prior to August 25, 2020 (the “Split Date”) (the “Old Common Stock”), shall automatically and without any action on the part of the holder thereof be reclassified as and changed, pursuant to a reverse stock split (the “Reverse Stock Split”), into a fraction thereof of 1/1,000 of a share of the Corporation’s outstanding Common Stock, no par value (the “New Common Stock”), subject to the treatment of fractional interests as described below. Each holder of a certificate or certificates which immediately prior to the Split Date, represented outstanding shares of Old Common Stock (the “Old Certificates,” whether one or more) shall be entitled to receive, upon surrender of such Old Certificates to the Corporation’s Transfer Agent for cancellation, a certificate or certificates (the “New Certificates,” whether one or more) representing the number of whole shares of the New Common Stock into which and for which the shares of the Old Common Stock formerly represented by such Old Certificates so surrendered are classified under the terms hereof. From and after the Split Date, Old Certificates shall represent only the right to receive New Certificates pursuant to the provisions hereof. No certificates or scrip representing fractional share interests in the New Common Stock will be issued, and no such fractional share interests will entitle the holder thereof to vote, or to any rights of a shareholder of the Corporation. Any fraction of a share resulting from the Reverse Stock Split equal to one-half share or greater will be adjusted upward to the nearest whole share. Any fraction of a share resulting from the Reverse Stock Split equal to less than one-half share will be adjusted downward to the nearest whole share; provided, however, that any Shareholder who holds fewer than 500 shares before the Reverse Stock Split will receive one full share after the Reverse Stock Split. If more than one Old Certificate shall be surrendered at one time for the account of the same Shareholder, the number of full shares of New Common Stock for which New Certificates shall be issued shall be computed on the basis of the aggregate number of shares represented by the Old Certificates so surrendered. If any New Certificate is to be issued in a name other than that in which the Old Certificates surrendered for exchange are issued, the Old Certificates so surrendered shall be properly endorsed and otherwise in proper form for transfer. From and after the Split Date, the amount of capital represented by the shares of the New Common Stock in which and for which the shares of the Old Common Stock are reclassified under the terms hereof shall be the same as the amount of capital represented by the shares of Old Common Stock so reclassified until reduced or increased in accordance with applicable law.”
Dated: August 25, 2020
XSUNX, INC.
Dan Martin, Chief Executive Officer
Exhibit 99.1
XsunX, Inc. Changes Name to NovAccess Global Inc.
Name Change, Reverse Stock Split, and Other Planned Corporate Actions Highlight Focus on Enhancing Shareholder Value
CLEVELAND, OH - August 26, 2020 — NovAccess Global Inc. (OTC PINK: XSNX), today effectuated a 1-for-1,000 reverse stock split in conjunction with its new name, in order to prepare for the business model being implemented by its new Chairman of the Board, Dan Martin.
Mr. Martin purchased a controlling preferred interest in XsunX in June, 2020. The Company is coming off a decade of steady business performance, but with limited returns in the public market for its shareholders. Since his takeover, the Company’s stock and market cap have appreciated by several hundred percent, a sign that the market is enthusiastic about these and other forthcoming changes.
“While the name change and reverse stock split actions are important and foundational, I am even more thrilled to move forward with the true value that will be achieved with developments detailed in the Company's filings with the Securities and Exchange Commission. In particular, the pending acquisition of StemVax Therapeutics from Innovest Global, the anticipated nomination of new executives, and the brand launch will truly position NovAccess for a successful, long-term business that improves lives and brings novel technologies to market.
Mr. Martin is the founder and Chairman of the Board of Innovest Global, Inc. (OTC PINK: IVST). Innovest launched in 2017 with $50,000 in sales and had a market cap at that time of $300,000. It generated $6.5 million in sales in 2018 and $40 million in sales in 2019, and has recently expanded, providing meaningful solutions to industrial and commercial customers. It’s significant stake in NovAccess upon completion of the StemVax spinout is expected to achieve significant balance sheet milestones for Innovest, required for its eventual plan to apply for NASDAQ listing.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts included in this press release are forward-looking statements. These statements relate to future events or to the Company's future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond the Company’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Such risks, uncertainties and other factors, which could impact the Company and the forward-looking statements contained herein are included in the Company's filings with the OTC Markets. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Business Contact:
Chris Tyson
Senior Managing Director
MZ Group - MZ North America
949-491-8235
IVST@mzgroup.us
www.mzgroup.us