UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 30, 2021
(Date of earliest event reported)
NovAccess Global Inc.
(Exact name of registrant as specified in its charter)
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Colorado |
000-29621 |
84-1384159 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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8834 Mayfield Road, Suite C, Chesterland, Ohio 44026 |
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(Address of principal executive offices) (Zip Code) |
(440) 644-1027
(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 30, 2021, NovAccess Global Inc. (“NovAccess” or the “company”) obtained a $25,000 loan from each of Dwain K. Morris-Irvin, the company’s chief executive officer, Neil J. Laird, the company’s chief financial officer, and Amit Mulchandani, chief executive officer of Letzhangout, LLC, a company that provides accounting consulting services to NovAccess (collectively, the “Loans”). NovAccess issued to each of Messrs. Irvin, Laird and Mulchandani a demand promissory note for $25,000 evidencing the Loans (Collectively, the “Notes”). The Notes are due on demand and bear interest at 10% per year. NovAccess will use the $75,000 proceeds of the Loans to retire the loan from Power Up Lending Group Ltd. and for general working capital purposes.
A form of the Note 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 Note.
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 9.01 Financial Statements and Exhibits.
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Exhibit Number |
Description |
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10.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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.
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NovAccess Global Inc. |
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Dated: January 3, 2022 |
By: |
/s/ Dwain K. Morris-Irvin |
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Dwain K. Morris-Irvin, Chief Executive Officer |
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Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
NovAccess Global Inc.
Form of Demand Promissory Note
| $25,000 | December 30, 2021 |
For Value Received, NovAccess Global Inc., a Colorado corporation (the “Company”), hereby promises to pay to [Amit Mulchandani/Dwain Irvin/Neil Laird] (“Holder”), or his registered assigns, in lawful money of the United States of America, the principal sum of $25,000 plus interest on the aggregate unpaid principal balance from time to time outstanding at the rate of 10% per annum from the date hereof, as provided for in this Demand Promissory Note (this “Note”).
1. Payment. The Holder may call for payments of outstanding principal and interest under this Note at any time or from time to time by giving notice in writing to the Company at least five business days before the date payment is due. The Company may prepay all or any part of the balance owed under this Note at any time without penalty. Upon payment in full of the principal balance of this Note, and accrued and unpaid interest, this Note will be automatically cancelled and the Company’s payment obligations hereunder will be extinguished.
2. Events of Default. The Company’s failure to pay any obligation under this Note when due constitutes an “Event of Default” under this Note. While an Event of Default has occurred and is continuing, all amounts due under this Note, including any accrued interest payable hereunder, will bear additional interest at a rate of 12% per annum.
3. Miscellaneous.
(a) Successors and Assigns; Transfer of this Note. The rights and obligations of the Company and Holder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of the parties.
(b) Waiver and Amendment. Any provision of this Note may be amended, waived or modified upon the written consent of the Company and the Holder.
(c) Governing Law. This Note and all actions arising out of or in connection with this Note 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; Judicial Reference. By acceptance of this Note, Holder hereby agrees and the Company hereby agrees to waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Note.
(e) Holder’s Acknowledgments. Holder represents that Holder is an accredited investor as defined in Rule 501 under the Securities Act of 1933 and understands that this Note is a risky investment and can bear the loss of the full amount invested.
(f) Attorneys’ Fees. If the amounts due under this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings, or if this Note is placed in the hands of an attorney for collection after default, the Company agrees to pay, in addition to the principal and interest payable hereunder, reasonable attorneys’ fees and costs incurred by Holder.
(Signature Page Follows)
The Company has caused this Promissory Note to be issued as of the date first written above.
NovAccess Global Inc.
/s/ Daniel G. Martin
By Daniel G. Martin, Chairman of the Board