NovAccess Global Inc.

NovAccess Global Inc. did not have the necessary funds to commence the audit of our financial statements for the year ended September 30, 2023, and as a result we were delayed in filing our Annual Report on Form 10-K for fiscal 2023 until February 9, 2024. We were unable to prepare the Quarterly Report on Form 10-Q for the first quarter of 2024 until the 2023 financial results were finalized and the annual report was filed. We expect to file the Form 10-Q by February 22, 2024

NovAccess Global Inc. did not have the necessary funds to commence the audit of our financial statements for the year ended September 30, 2023, and as a result we were unable to timely file our Annual Report on Form 10-K for fiscal 2023. On December 29, 2023, we entered into a letter agreement with AJB Capital Investments, LLC pursuant to which AJB loaned us $29,444, which was added to the principal of the note we issued to AJB on February 15, 2022. With the required funds now available, we have commenced the 2023 audit and plan to file the Form 10-K by February 15, 2024. Also on December 29, 2023, to fund our long-term financial needs, we entered into a securities purchase agreement with Sumner Global LLC, an affiliate of Sumner Investment Group Inc., pursuant to which Sumner agreed to purchase 33.0 million newly issued shares of our unregistered common stock for $0.11 a share, or $3.63 million in total, and to loan us $7.05 million. For more information about the Sumner transaction, which is contingent on Sumner’s financing, please see our Current Report on Form 8-K filed with the Securities and Exchange Commission

We were unable to complete the required financial disclosures to permit NovAccess to timely file the Form 10-K for the year ended September 30, 2022 due to delays caused by Winter Storm Elliott. We expect to file our Form 10-K for 2022 within the 15-day extension period provided by Rule 12b-25

As previously disclosed, on January 31, 2022, we entered into a preferred stock redemption agreement with Daniel G. Martin, our sole board member and chairman, TN3, LLC, a company owned by Mr. Martin, Dr. Dwain Morris-Irvin, our chief executive officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owns 25,000 shares of our Series B convertible preferred stock. Pursuant to the redemption agreement, NovAccess will redeem 24,400 of the preferred shares and Irvin Consulting will purchase 600 of the preferred shares from TN3. For more information about the proposed preferred stock redemption, please refer to our preliminary Schedule 14F-1 filed with the Securities and Exchange Commission on February 14, 2022. We were unable to complete the required disclosure in time to permit the company to timely file its Form 10-Q for the quarter ended December 31, 2021 due to delays entailed by negotiation of the preferred stock redemption, preparation of the related Schedule 14F-1, and determining any impact of the transaction on our financial results for the quarter. We expect to file our Form 10-Q within the five-day extension period provided by Rule 12b-25

As previously disclosed, on October 26, 2021, TN3, LLC (“TN3”), a company owned by Daniel G. Martin, our sole board member and chairman, entered into a preferred stock purchase agreement (the “purchase agreement”) with GPC Holdings, Inc. (“GPC”), a company owed indirectly by Shaheed Bailey. Pursuant to the purchase agreement, TN3 agreed to sell TN3’s shares of NovAccess Global Series B Convertible Preferred Stock to GPC. Upon completion of TN3’s sale of the preferred stock to GPC, Mr. Martin would resign from the NovAccess board and be replaced by Mr. Bailey. The parties expected that the transaction would close during the week of December 13, 2021. However, the conditions to closing have not been satisfied and the sale of the preferred stock has not been completed. We cannot predict when, or if, the transaction will be completed. We were unable to complete the required disclosure in time to permit the company to timely file its Form 10-K for the year ended September 30, 2021 due to delays entailed by the pending sale of the preferred stock and the failure of the transaction to close as expected. We expect to file our Form 10-K for 2021 within the 15-day extension period provided by Rule 12b-25

NovAccess Global was unable to timely file its Form 10-K for the year ended September 30, 2020 or Form 10-Q for the quarter ended December 31, 2020 due to delays entailed by the company’s acquisition of StemVax, LLC and the recent change in the company’s management team. However, the company has filed the Form 10-K and first quarter 10-Q and is now preparing its Form 10-Q for the quarter ended March 31, 2021, which has been delayed by the completion of necessary derivative liability calculations. The Company expects to file its March 31, 2021 Form 10-Q within the five-day extension period provided by Rule 12b-25