UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SEC FILE NUMBER

000-29621

 

CUSIP NUMBER

98385L 10 2

 

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

 

(Check One):         ☐ Form 10-K  ☐ Form 20- F ☐ Form 11-K  ☒ Form 10-Q  ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR

 

For Period Ended: December 31, 2021

 

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _____________________________________________________________________________________________

 

Part I — REGISTRANT INFORMATION

 

Full Name of Registrant: NovAccess Global Inc.

 

Address of Principal Executive Office (Street and Number): 8834 Mayfield Road, Suite C

 

City, State and Zip Code: Chesterland, Ohio 44026

 

PART II — RULES 12b-25 (b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

  (a)  The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒ (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

       

 
 

 

Part III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

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.

 

PART IV — OTHER INFORMATION

 

(1)  Name and telephone number of person to contact in regard to this notification
   
  Dwain K. Morris-Irvin, Chief Executive Officer, at 440-644-1027
   
(2)  Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the Registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
  ☒ Yes ☐ No
   
(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
  ☐ Yes ☒ No
  If so: attach an explanation of the anticipated change, both narratively and quantitatively, and if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

        

 

NovAccess Global Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

NovAccess Global Inc.

 

 

 

 

Date: February 15, 2022

/s/ Dwain K. Morris-Irvin

 

 

By Dwain K. Morris-Irvin

Chief Executive Officer

 

 

 

 

 

 

                 

 

 
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