UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
OR
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. employer Identification no.) |
Address of principal executive offices, including zip code:
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒
Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated Filer ☐ Accelerated Filer ☐
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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were
Table of Contents
PART I — FINANCIAL INFORMATION |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Organization | |
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Recent Events | |
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Item 3. Quantitative and Qualitative Disclosures About Market Risk. |
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PART II — OTHER INFORMATION |
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. |
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Part I- Financial Information
Item 1. Financial Statements
NOVACCESS GLOBAL INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, 2024 |
September 30, 2023 |
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Unaudited |
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ASSETS |
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CURRENT ASSETS |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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TOTAL ASSETS |
$ | $ | ||||||
LIABILITIES AND SHAREHOLDERS' DEFICIT |
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CURRENT LIABILITIES |
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Accounts payable |
$ | $ | ||||||
Accrued expenses and other current liabilities |
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Derivative and warrants liabilities |
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Due to related parties |
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Short term loans, related parties |
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Convertible promissory notes, net of debt discount and debt issuance costs of $ |
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Convertible promissory note related party, net of debt discount and debt issuance cost of $ |
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Total Current Liabilities |
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TOTAL LIABILITIES |
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SHAREHOLDERS' DEFICIT |
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Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows: Preferred Stock Series B, $ |
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Common stock, |
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Additional paid in capital |
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Paid in capital, common stock option and warrants |
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Paid in capital, preferred stock |
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Accumulated deficit |
( |
) | ( |
) | ||||
TOTAL SHAREHOLDERS' DEFICIT |
( |
) | ( |
) | ||||
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT |
$ | $ |
The accompanying notes are an integral part of these consolidated financial statements.
NOVACCESS GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
Three Months Ended |
Six Months Ended |
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March 31, |
March 31, |
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2024 |
2023 |
2024 |
2023 |
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SALES |
$ | $ | $ | $ | ||||||||||||
COST OF GOODS SOLD |
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GROSS PROFIT |
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OPERATING EXPENSES |
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Research and development expenses |
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Selling, general and administrative expenses |
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TOTAL OPERATING EXPENSES |
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LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
OTHER INCOME/(EXPENSES) |
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Gain (Loss) on change in derivative liability |
( |
) | ( |
) | ||||||||||||
Change in commitment fee guarantee |
( |
) | ( |
) | ( |
) | ||||||||||
Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
TOTAL OTHER INCOME/(EXPENSES) |
( |
) | ( |
) | ||||||||||||
NET INCOME (LOSS) |
( |
) | ( |
) | ||||||||||||
Deemed dividend on warrant re-pricing |
( |
) | ( |
) | ||||||||||||
Net income (loss) attributable to common shareholders |
( |
) | ( |
) | ||||||||||||
BASIC INCOME (LOSS) PER SHARE |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
DILUTED INCOME (LOSS) PER SHARE |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING |
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BASIC |
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DILUTED |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOVACCESS GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT
FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2023
Stock |
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Preferred Stock, |
Additional |
Options/ Warrants |
Paid in Capital, |
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Class B |
Common Stock |
Paid-in |
Paid in |
Preferred |
Accumulated |
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Shares |
Amount |
Shares |
Amount |
Capital |
Capital |
Stock |
Deficit |
Total |
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Balance as of September 30, 2022 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||
Common stock issued for services |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Common stock issued, subscriptions |
- | - | ( |
) | - | - | - | |||||||||||||||||||||||||||||
Stock issued as commitment fee on promissory note extension |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Stock Compensation - Options |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Warrant expense |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Net Loss |
- | - | - | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance as of March 31, 2023 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) |
Stock |
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Preferred Stock, |
Additional |
Options/ Warrants |
Paid in Capital, |
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Class B |
Common Stock |
Paid-in |
Paid in |
Preferred |
Accumulated |
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Shares |
Amount |
Shares |
Amount |
Capital |
Capital |
Stock |
Deficit |
Total |
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Balance as of September 30, 2023 |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||
Common stock issued for services |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Common stock issued on conversion of loans |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Imputed interest on related party loans |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Warrant expense on loan extension |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Net Income |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Balance as of March 31, 2024 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) |
FOR THE THREE MONTHS ENDED MARCH 31, 2024 AND 2023
Stock |
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Preferred Stock, |
Additional |
Options/ Warrants |
Paid in Capital, |
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Class B |
Common Stock |
Paid-in |
Paid in |
Preferred |
Accumulated |
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Shares |
Amount |
Shares |
Amount |
Capital |
Capital |
Stock |
Deficit |
Total |
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Balance as of December 31, 2022 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||
Common stock issued for services |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Common stock issued, subscriptions |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Stock issued as commitment fee on promissory note extension |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Stock Compensation - Options |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Warrant expense |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Net Loss |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Balance as of March 31, 2023 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) |
Stock |
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Preferred Stock, |
Additional |
Options/ Warrants |
Paid in Capital, |
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Class B |
Common Stock |
Paid-in |
Paid in |
Preferred |
Accumulated |
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Shares |
Amount |
Shares |
Amount |
Capital |
Capital |
Stock |
Deficit |
Total |
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Balance as of December 31, 2023 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||
Common stock issued for services |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Common stock issued on conversion of loans |
- | - | - | - | - | - | ||||||||||||||||||||||||||||||
Imputed interest on related party loans |
- | - | - | - | - | - | - | |||||||||||||||||||||||||||||
Net Income |
- | - | - | - | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||
Balance as of March 31, 2024 (Unaudited) |
$ | $ | $ | $ | $ | $ | ( |
) | $ | ( |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOVACCESS GLOBAL INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2024 AND 2023
(Unaudited)
For the Six Months Ended |
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March 31, 2024 |
March 31, 2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income (loss) |
$ | $ | ( |
) | ||||
Adjustment to reconcile net income/(loss) to net cash used in operating activities |
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Amortization of debt discount and debt issuance costs recorded as interest expense |
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Loss (Gain) on change in derivative liability |
( |
) | ||||||
Warrants issued for loan extension |
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Imputed interest on related party loan |
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Stock issued and issuable for services |
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Stock based compensation |
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Fair value of commitment shares issued for loans |
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Changes in Assets and Liabilities: |
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Prepaid expenses |
( |
) | ( |
) | ||||
Accounts payable |
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Accrued expenses and interest on notes payable |
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NET CASH USED IN OPERATING ACTIVITIES |
( |
) | ( |
) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
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Stock subscriptions received |
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Proceeds from short term loans related parties |
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Proceeds from convertible notes payable |
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Payments to related party for redemption of preferred stock |
( |
) | ||||||
Principal payments on convertible debt |
( |
) | ||||||
NET CASH PROVIDED BY FINANCING ACTIVITIES |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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NET CASH USED BY INVESTING ACTIVITIES |
- | - | ||||||
NET INCREASE (DECREASE) IN CASH |
( |
) | ( |
) | ||||
CASH, BEGINNING OF PERIOD |
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CASH, END OF PERIOD |
$ | $ | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Interest paid |
$ | $ | ||||||
Taxes paid |
$ | $ | ||||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS |
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Common stock issued on conversion of convertible note |
$ | $ | ||||||
Initial derivative recognition on new loans and warrants |
$ | $ |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOVACCESS GLOBAL INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS- UNAUDITED
MARCH 31, 2024 AND 2023
1. ORGANIZATION AND LINE OF BUSINESS
Organization
NovAccess Global Inc. (“NovAccess” or the “Company”) is a Colorado corporation formerly known as Sun River Mining Inc. and XsunX, Inc. The Company was originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003, the Company completed a plan of reorganization and name change to XsunX, Inc. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: effectuate a
Line of Business
NovAccess Global Inc. is a biopharmaceutical company that is developing novel immunotherapies to treat brain tumor patients in the United States with plans to expand globally. We specialize in cutting-edge research related to utilizing a patient’s own immune system to attack the cancer. We are filing an Investigational New Drug Application (IND) and working closely with the Food and Drug Administration (FDA) to obtain approval for human clinical trials to determine the safety and efficacy of our drug product for brain cancer patients. Once we have successfully completed the clinical trials and proven that the new therapy is safe and efficacious, we plan to commercialize the product. We also have expertise in successfully executing clinical trials, bringing products to market and increasing the market size of products through our advisory board. Our scientists are well versed in immunology, stem cell biology, neuroscience, molecular biology, imaging, small molecules development, gene therapy and other technical assays needed for protein and genetic analysis of cancer cells.
NovAccess operates as a research and development (R&D) company out of Ohio and California, and our executive management and scientific advisory board provide over 15 years of extensive experience in all aspects of biopharmaceutical R&D and commercialization of drug candidates.
Going Concern
The accompanying financial statements have been prepared on a going concern basis of accounting, which contemplates continuity of operations, realization of assets and liabilities and commitments in the normal course of business. The accompanying financial statements do not reflect any adjustments that might result if the Company is unable to continue as a going concern. The Company does not generate significant revenue, and has negative cash flows from operations, which raises substantial doubt about the Company’s ability to continue as a going concern.
The ability of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusions. The Company has obtained funds from its shareholders and from lenders since its inception through the period ended March 31, 2024. Management believes the existing shareholders, prospective new investors and lenders will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its business.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of NovAccess Global Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.
Basis of Presentation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax, LLC. All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of the deferred tax valuation allowance, the fair value of stock options, warrants, and derivative liabilities. Actual results could differ from those estimates.
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less.
Stock-Based Compensation
Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Binomial lattice valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations.
Net Earnings (Loss) per Share Calculations
The computation of diluted net earnings (loss) per share is similar to the computation of basic net earnings (loss) per share except that the numerator may have to adjust for income or loss associated with potentially dilutive securities that are assumed to have resulted in the issuance of shares of common stock, and the denominator may have to adjust to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued during the period to reflect the potential dilution that could occur from shares of common stock issuable through stock options, warrants or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock method is used for stock options and warrants, and the if-converted method is used for convertible preferred stock as prescribed in ASC Topic 260.
For the Three Months Ended |
For the Six Months Ended |
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March 31, |
March 31, |
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2024 |
2023 |
2024 |
2023 |
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Basic net income (loss) per share: |
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Numerator: |
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Net income (loss) |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
Denominator: |
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Weighted average number of common shares outstanding |
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Net income (loss) per share |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
Diluted net income (loss) per share: |
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Numerator: |
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Net income (loss) |
$ | ( |
) | $ | $ | $ | ( |
) | ||||||||
Interest and issuance cost accretion |
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Gain on change of derivative liability |
( |
) | ( |
) | ||||||||||||
Net income (loss) per share, diluted |
$ | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||
Denominator: |
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Weighted average number of common shares outstanding |
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Preferred shares converted to common shares |
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Options to purchase common stock |
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Warrants to purchase common shares |
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Potential shares issuable on convertible debt |
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Weighted average number of common shares outstanding, diluted |
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Net income (loss) per share, diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) |
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
For the three months ended | For the Six months ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2024 |
2023 |
2024 |
2023 |
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Preferred shares converted to common shares |
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Options to purchase common stock |
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Warrants to purchase common shares |
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Potential shares issuable on convertible debt |
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Total shares excluded from diluted EPS calculation |
Fair Value of Financial Instruments
Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of March 31, 2024, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities.
We adopted Accounting Standards Codification (“ASC”) Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:
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● |
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; |
|
● |
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
|
● |
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments (continued)
We measure certain financial instruments at fair value on a recurring basis. The Company had no assets that are required to be valued on a recurring basis as of March 31, 2024, and September 30, 2023.
Total |
(Level 1) |
(Level 2) |
(Level 3) |
|||||||||||||
Assets: |
$ | $ | $ | $ | ||||||||||||
Liabilities: |
||||||||||||||||
Derivative Liability at fair value as of September 30, 2023 |
$ | $ | $ | $ | ||||||||||||
Derivative Liability warrants at fair value as of September 30, 2023 |
||||||||||||||||
Total Derivative Liability as of September 30, 2023 |
$ | $ | $ | $ | ||||||||||||
Derivative Liability at fair value as of March 31, 2024 |
$ | $ | ||||||||||||||
Derivative Liability warrants at fair value as of March 31, 2024 |
||||||||||||||||
Total Derivative Liability as of March 31, 2024 |
$ | $ |
Derivative Liability Promissory Notes |
Derivative Liability Warrants |
Total Derivative Liability |
||||||||||
Balance as of September 30, 2022 |
$ | $ | $ | |||||||||
Fiscal year 2023 initial derivative liabilities |
||||||||||||
Net loss on change in fair value of derivative liability |
||||||||||||
Extinguishment of derivative |
( |
) | ( |
) | ||||||||
Ending balance as of September 30, 2023 |
$ | $ | $ | |||||||||
Initial recognition of new loans |
||||||||||||
Net gain on change in fair value of derivative liability |
( |
) | ( |
) | ( |
) | ||||||
Ending balance as of March 31, 2024 |
$ | $ | $ |
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In July 2023, the SEC adopted the final rule under SEC Release No. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring disclosure of material cybersecurity incidents on Form 8-K and periodic disclosure of a registrant’s cybersecurity risk management, strategy and governance in annual reports. Regulation S-K Item 6 disclosure requirements under this rule will be effective for our fiscal year ending on September 30, 2024. Incident disclosure requirements in Form 8-K will be effective for us on March 15, 2024. The Company has adopted this final rule and it did not have an impact on the Company’s consolidated finance statement disclosures.
In October 2023, the FASB issued Accounting Standards Update (ASU) 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.
In December 2023, the FASB issued ASU No. 2023-08, “Accounting for and Disclosure of Crypto Assets”, which amends and enhances the disclosure requirements for crypto assets. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company has evaluated the effects of the adoption of ASU No. 2022-08, and it is not expected to have an impact on the Company’s Consolidated Financial Statements
In December 2023, the FASB issued ASU No. 2023-09, “Improvements to Income Tax Disclosures”, which requires companies to provide disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new requirements will be effective for public business entities for fiscal periods beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted would have a material effect on the accompanying financial statements.
3. CAPITAL STOCK
As of March 31, 2024, the Company’s authorized stock consisted of
The Company is also authorized to issue
Preferred Stock
As of March 31, 2024, the Company had
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
3. CAPITAL STOCK (Continued)
Common Stock
During the six months ended March 31, 2024, the Company issued
The Company issued
The Company issued
During the six months ended March 31, 2023, the Company issued
4. CONVERTIBLE PROMISSORY NOTES
Convertible Promissory notes as on March 31, 2024 |
Principal Amount |
Unamortized balance of Debt Discount |
Outstanding balance as on March 31, 2024 |
Derivative balance as on March 31, 2024 |
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2013 Note |
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2014 Note |
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2017 Note |
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February 2022 Note |
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May 2022 Note |
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August 2022 Note |
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February 2023 Note |
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April 24, 2023 Note |
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June 19, 2023 Note |
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June 20, 2023 Note |
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August 16, 2023 Note |
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August 17, 2023 Note |
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December 29, 2023 Note |
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February 27, 2024 Note |
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Total |
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2013 Note
On October 1, 2013, the Company issued an unsecured convertible promissory note (the “2013 Note”) in the amount of $
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
2014 Note
On November 20, 2014, the Company issued a
2017 Note
On May 10, 2017, the Company issued a
August 2021 Note
On August 20, 2021, the Company issued a
In connection with the February 2023 Letter Agreement (described below) the warrants issued in connection with this note were repriced to $
February 2022 Note
On February 15, 2022, the Company issued a
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
On February 9, 2023, the Company entered into a letter agreement in connection with the February 2022 Note, whereby the lender extended the due date of the loan to May 9, 2023, and deferred all interest payments for the period from January 1, 2023, until May 9, 2023. Pursuant to the letter agreement the exercise price of the warrants issued with the February 2022 Note was reduced to $
On June 8, 2023, the Company entered into a further letter agreement which extended the due date of the note until June 30, 2023. On August 8, 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 29, 2024, the Holder agreed to a further extension until February 29, 2024, and on May 13, 2024, to a further extension until May 31, 2024.
May 2022 Note
On May 5, 2022, the Company issued a
On February 9, 2023, the Company entered into a letter agreement in connection with the May 2022 Note deferring all interest payments from January 1, 2023, until May 9, 2023.
On June 8, 2023, the Company entered into a further letter agreement which extended the due date of the of the note until June 30, 2023. On August 8, 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 29, 2024, the Holder agreed to a further extension until February 29, 2024, and on May 13, 2024, to a further extension until May 31, 2024,
August 2022 Note
On August 8, 2022, the Company issued a
On August 3, 2023, the Company and the holder signed an agreement extending the loan until
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
September 2022 Note
On September 22, 2022, the Company issued an
November 2022 Note
On November 1, 2022, the Company issued an
December 2022 Note
On December 7, 2022, the Company issued an
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
February 2023 Letter Agreement
On February 9, 2023, the Company entered into a letter agreement, whereby the Company borrowed an additional loan amounting to $
Also, as part of this agreement the lender extended the term of February 2022 note to May 9, 2023, and deferred payment of all interest due on both the February 2022 note and May 2022 note until
On June 8, 2023, the Company entered into a letter agreement which extended the due date of the February 22 note until June 30, 2023. On August 8, 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 29, 2024, the Holder agreed to a further extension until February 29, 2024, and on May 13, 2024, agreed to a further extension until May 31, 2024.
April 11, 2023 Note
On April 11, 2023, the Company issued a convertible promissory note for the principal sum of $
April 24, 2023 Note
On April 24, 2023, the Company issued a convertible promissory note in the original principal amount of $
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
June 19, 2023 Letter Agreement
On June 19, 2023, the Company entered into a letter agreement whereby it borrowed a further $
On August 8, 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 31, 2024, the Holder agreed to a further extension until February 29, 2024, and on May 13, 2024, agreed to a further extension until May 31, 2024.
June 20, 2023 Note
On June 20, 2023, The Company issued a convertible promissory note in the original principal amount of $
August 16, 2023 Note
On August 16, 2023, the Company issued a convertible promissory note in the original principal amount of $
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
August 17, 2023 Note
On August 17, 2023, the Company issued a convertible promissory note in the original principal amount of $
December 29, 2023 Letter Agreement
On December 29, 2023, the Company entered into a letter agreement with the holder of the February 2022 Note. Under this agreement the holder agreed to loan the Company an additional $
As part of this agreement, the Company agreed to extend the life on each of the warrants previously issued to the holder by two years.
February 27, 2024 Note
On February 27, 2024, the Company issued a convertible promissory note in the principal amount up to $
Evaluation of Financing Transactions
We evaluated the financing transactions in accordance with ASC Topic 815, Derivatives and Hedging, and determined that the conversion feature of the convertible promissory notes was not afforded the exemption for conventional convertible instruments due to its variable conversion rate. The notes have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. The Company elected to recognize the notes under paragraph 815-15-25-4, whereby, there would be a separation into a host contract and derivative instrument. The Company elected to initially and subsequently measure the notes in their entirety at fair value, with changes in fair value recognized in earnings. The Company recorded a derivative liability representing the imputed interest associated with the embedded derivative. The derivative liability is adjusted periodically according to the stock price fluctuations based upon the Binomial lattice model calculation.
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
4. CONVERTIBLE PROMISSORY NOTES (Continued)
The convertible notes issued and described in this Note do not have fixed settlement provisions because their conversion prices are not fixed. The conversion feature has been characterized as a derivative liability to be re-measured at the end of every reporting period with the change in value reported in the statement of operations.
We record the full value of the derivative as a liability at issuance with an offset to valuation discount, which will be amortized over the life of the notes.
Risk free interest rate |
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Between |
Stock volatility factor |
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Between |
Years to Maturity |
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Between |
Expected dividend yield |
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5. CONVERTIBLE PROMISSORY NOTES, RELATED PARTY
July 2022 Note, related party
On July 28, 2022, the Company issued a
6. SHORT TERM LOANS, RELATED PARTIES
On July 28, 2022, the Company entered into a short-term interest free loan agreement amounting to $
On February 9, 2023, the Company entered into a second interest-free loan agreement with Mr. Anderson amounting to $
On January 26, 2024, Jason Anderson loaned the Company a further $
Mr. Anderson has agreed to various extensions on these loans, the most recent being on April 23, 2024, extending the due date until June 15, 2024.
On December 21, 2023, our Chairman, John A. Cassarini loaned the Company $
For the six months ended March 31, 2024, imputed interest of $
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
7. WARRANTS
On August 20, 2021, for value received in connection with the August 2021 Note, the Company issued
On February 16, 2022, for value received in connection with the February 2022 Note, the Company issued
Per guidance in ASC 260, the Company determined that the repricing of warrants discussed above, was an exchange of the existing
Common stock price |
$ |
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Risk free interest rate |
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Between |
Stock volatility factor |
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Between |
Years to Maturity |
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Between |
Expected dividend yield |
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On May 10, 2022, for value received in connection with the issuance of the May 2022 Note, the Company issued
On February 9, 2023, for value received in connection with the issuance of the February 2023 Note and extending the payment terms on previously issued notes, the Company issued
In connection with a letter agreement on June 8, 2023, to extend the due date of the February 2022 Note, the May 2022 Note and the February 2023 letter agreement until June 30, 2023, the Company issued common stock purchase warrants at $
On June 19, 2023, for value received in connection with the issuance of the June 20, 2023, letter agreement, the Company issued a warrant to purchase
On August 9, 2023, in connection with the extension of the due date of the February 2022 loan, the May 2022 loan, the February 2023 letter agreement and the June 2023 letter agreement, the Company issued
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
7. WARRANTS (Continued)
5 Year |
7 Year |
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Common stock price |
$ |
$ |
Risk free interest rate |
Between |
Between |
Stock volatility factor |
Between |
Between |
Years to Maturity |
Between |
Between |
Expected dividend yield |
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|
On March 31, 2024, the fair value of the derivative liability of the warrants was $
Risk free interest rate |
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Between |
Stock volatility factor |
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Between |
Years to Maturity |
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Between |
Expected dividend yield |
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8. OPTIONS
On June 2, 2020, the Company issued
Risk Free Interest Rate |
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Stock Volatility Factor |
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Weighted Average Expected Option Life |
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Expected Dividend Yield |
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On March 13, 2023, the Company entered into non-qualified stock option agreements and granted vested ten-year options to purchase shares of the Company’s common stock for $
For the purpose of determining the fair market value of the options, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows:
Risk Free Interest Rate |
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Stock Volatility Factor |
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Weighted Average Expected Option Life |
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Expected Dividend Yield |
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NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
8. OPTIONS (Continued)
March 31, 2024 |
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price |
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Outstanding - beginning of period |
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Granted |
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Exercised |
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Forfeited |
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Outstanding - end of period |
$ |
March 31, 2024 |
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Average |
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Remaining |
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Exercisable |
Options |
Options |
Contractual |
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Prices |
Outstanding |
Exercisable |
Life (years) |
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$ |
9. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
March 31, 2024 |
September 30, 2023 |
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Accrued liabilities |
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Interest payable |
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Provision for guaranteed commitment fees (1) |
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Accrued payroll |
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Deferred compensation |
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License Fees Payable |
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Insurance finance liability |
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$ | $ |
(1)
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
10. DUE TO RELATED PARTIES
Due to Innovest Global
During the periods prior to the year ended September 30, 2022, Innovest Global, Inc. (“Innovest”) advanced funds to the Company for operating expenses in the amount of $
Due to TN3 LLC
On January 31, 2022, the Company entered into a preferred stock redemption agreement with Daniel G. Martin, at the time, sole board member and chairman, TN3, LLC, a company owned by Mr. Martin, Dwain K. Irvin, the chief executive officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owned
Also in connection with closing the redemption transaction, on March 14, 2022, the Company entered into a common stock distribution agreement with Innovest Global, Inc. Innovest acquired
11. COMMITMENTS AND CONTINGENCIES
There are no material pending legal proceedings to which we are a party, nor are there any such proceedings known to be contemplated by governmental authorities. None of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.
12. SUBSEQUENT EVENTS
Sumner Global Investment
On December 29, 2023, NovAccess Global Inc. entered into a securities purchase agreement (the “purchase agreement”) with Sumner Global LLC, an affiliate of Sumner Investment Group Inc. (“Sumner”), pursuant to which Sumner agreed to purchase
Sumner agreed to purchase the shares of common stock on or before January 31, 2023. Sumner agreed to make the loans in two tranches, with $
The transaction is subject to a number of contingencies, including Sumner completing its planned capital raise and there having been no material adverse effect on our business, operations, assets, financial condition or prospects. As a result, we cannot guarantee that the transaction will be completed when we expect, or whether the transaction will close at all.
Pursuant to the purchase agreement, Sumner has the right to appoint up to three new members to our board of directors. The purchase agreement also includes typical representations, warranties and covenants.
NOVACCESS GLOBAL INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2024 AND 2023
12. SUBSEQUENT EVENTS (Continued)
As required by the purchase agreement, Irvin Consulting, LLC, a California limited liability company owned by our CEO Dwain K. Irvin, agreed to convert
The purchase agreement, including a form of convertible promissory note, is filed as an exhibit on Form 8-K. The description above is qualified in its entirety by reference to the full text of the purchase agreement.
As of the date of this report, the agreement has not been completed but based on assurances from Sumner is expected to close shortly.
Issuance of Common Shares
On various dates since March 31, 2024, the Holder of the April 24, 2023 Note has converted a further $
On various dates since March 31, 2024, the Holder of the June 20, 2023 Note converted $
On various dates since March 31, 2024, the Holder of the August 16, 2023 Note converted $
Loan Agreements
On April 15, 2024, the Company received the final tranche of $
On April 29, 2024, the Company received a further loan of $
On May 13, 2024, the Company paid $
Also on May 13, 2024, the Company borrowed $
Extension of Due Dates on Loans
On April 23, 2024, the related parties of Jason Anderson and the Holder of the July 22, 2023, Note, at the request of the Company agreed to an extension of the loans due date to June 15, 2024.
On May 9, 2024, the Holder of the August 2022 Note agreed to an extension of the loan until August 10, 2024, in exchange for an interest rate change to 20% retroactive to August 9, 2022. The catch-up interest expense impact for the Company financials will be about $
On May 13, 2024, the Holder of the February 2002 Note, May 2022 Note, February 2023 Letter Agreement, June 19, 2023, Letter Agreement and December 29, 2023, Letter Agreement agreed to a further extension on their loans until May 31, 2024.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary and Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed in this Quarterly Report and under “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2023.
We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should carefully review the factors described in other documents that the Company files from time to time with the SEC.
Organization
NovAccess Global Inc. is a Colorado corporation that was formerly known as XsunX, Inc. and Sun River Mining Inc.
Business Plan
In 2020, we transitioned our operations from solar contracting operations to the commercialization of developmental healthcare solutions in the biotechnology, medical, and health and wellness markets. On June 2, 2020, we entered into a membership interest purchase agreement with Innovest Global, Inc. to acquire StemVax, LLC (“StemVax”) for 7.5 million shares of our unregistered common stock. The acquisition was completed on September 8, 2020.
StemVax is a biopharmaceutical company developing novel therapies for brain tumor patients that holds an exclusive patent license from Cedars-Sinai Medical Center in Los Angeles, California (Cedars-Sinai) known as StemVax Glioblast (SVX-GB/TLR-AD1). TLR-AD1 specifically targets glioblastoma, the most common and lethal type of adult brain tumor. Christopher Wheeler, President of StemVax, has been involved in the pre-clinical research and development of the drug candidate at Cedars-Sinai Department of Neurosurgery since 1997. Dr. Wheeler began preparing the pre-IND application to obtain U.S. Food and Drug Administration (“FDA”) approval to start human clinical trials. In 2021, Dr. Wheeler led pre-IND interactions with the FDA and obtained a recommended roadmap from the FDA to facilitate the filing of an IND application for a Phase I application or a Phase IIa application. We currently plan to submit an IND application in 2024 if funding is available. In August 2022, we filed an application with the FDA for orphan drug designation (“ODD”) for TLR-AD1, which was granted in October 2022. Receiving ODD status represents a milestone in the development of TLR-AD1 and provides us with multiple incentives, including seven-year marketing exclusivity and federal tax credits, among other benefits.
We believe that investing in the biotechnology industry will significantly increase value for our shareholders. However, we cannot guarantee that we will be successful in this endeavor or that we can obtain the funding necessary to commercialize StemVax Glioblast or locate, acquire and finance the acquisition of additional biotechnology companies.
Recent Events
On April 22, 2024, we procured a new intellectual property license from Cedars-Sinai Medical Center to further advance the Company’s immunotherapy platform. The license pertains to the use of Isocitrate Dehydrogenase-1 (IDH1), a protein previously known to impact cell metabolism, to predict responsiveness to vaccine immunotherapy in treating highly malignant brain tumors such as glioblastoma multiforme (GBM). IDH1 is commonly mutated in brain and other tumors, but research published by the president of StemVax shows that it surprisingly predicts antitumor responses after vaccine therapy through a unique molecular mechanism. Because of this, IDH1 expression discerns long from short survivors after vaccine therapy in patients with brain tumors such as GBM.
Results of Operations for the three months ended March 31, 2024, compared to three months ended March 31, 2023
Revenue and Cost of Sales
The Company generated no revenue or cost of goods sold in the three months ended March 31, 2024, and 2023.
Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses decreased by $817,672 during the three months ended March 31, 2024, to $196,280 as compared to $1,013,952 for the three months ended March 31, 2023. The decrease in SG&A expenses during the three months ended March 31, 2024, was related primarily to stock-based compensation of $563,314 for options granted in the prior year quarter and warrants issued for value $148,500 in the prior year quarter with none in the current quarter. Also in the prior year the Company paid a commitment fee of 500,000 unregistered shares of the Company’s common stock for an expense of $82,500 for the February 2023 letter agreement and there was a continued reduction in consulting services for investor relations fees of $16,950 from the prior year.
Research and development expenses
The research and development expense marginally decreased by $4,761 for the three months ended March 31, 2024, to $36,275 as compared to $41,036 for the three months ended March 31, 2023. The primary reason for the decrease was on account of the decrease in costs for bio-technical services by $4,000.
Other Income/(Expenses)
Other expenses increased by $1,768,791 from other income of $1,508,752 for the three months ended March 31, 2023, to other expense of $260,039 for the three months ended March 31, 2024. The change was primarily due to the decrease in gain on change in derivative liability by $2,089,910. This was offset by the Company recording a lower expense for the make-whole provision on shares issued as loan commitment fees amounting to $165,375. The increase in other expenses was also partially offset by a reduction in interest expense of $155,744 during the current quarter because of lower debt amortization costs. The estimates of fair market value are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Net Income/(Loss)
For the three months ended March 31, 2024, our net loss was $492,594 as compared to a net income of $409,523 for the same period in 2023. The decrease in net income of $902,117 was due to the increase in other expenses on account of loss on change in derivative liability, partially offset by the decrease in SG&A, as described above.
Results of Operations for the six months ended March 31, 2024, compared to six months ended March 31, 2023
Revenue and Cost of Sales
The Company generated no revenue or cost of goods sold in the in the six months ended March 31, 2024, and 2023.
Selling, General and Administrative Expenses
Selling, general and administrative (SG&A) expenses decreased by $1,091,977 during the six months ended March 31, 2024, to $404,129 as compared to $1,496,106 for the six months ended March 31, 2023. The decrease in SG&A expenses during the six months ended March 31, 2024, was related primarily to stock-based compensation of $563,314 for options granted in the prior year and warrants issued for value $148,500 in the prior year period with none in the current period. Also in the prior year the Company paid a commitment fee of 500,000 unregistered shares of the Company’s common stock for an expense of $82,500 for the February 2023 letter agreement and there was a continued reduction in consulting services for investor relations fees of $240,691 from the prior year.
Research and development Expenses
The research and development expense increased by $9,972 for the six months ended March 31, 2024, to $85,972 as compared to $76,000 for the six months ended March 31, 2023. The increase was the result of more time spent on expanding our portfolio of intellectual property.
Other Income/(Expenses)
Other income increased by $1,906,636 from other expense of $605,536 for the six months ended March 31, 2023, to other income of $1,301,100 for the six months ended March 31, 2024. The change was primarily due to the Company recording an increase in gain on change in derivative liability of $1,850,627 and a reduction in interest expense of $384,384. These gains were offset by an increase in the make whole provision on shares issued as loan commitment fees amounting to $328,375 during the six months ended March 31, 2024. The estimates of fair market value are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
Net Income/(Loss)
For the six months ended March 31, 2024, our net income was $810,999 as compared to a net loss of $2,221,883 for the same period in 2023. The increase in net income of $3,032,882 was due to the increase in other income related to the current period gain on derivatives and the decrease in SG&A as described above.
Liquidity and Capital Resources
We had a working capital deficit at March 31, 2024, of $6,853,896 as compared to a working capital deficit of $7,798,484, as of September 30, 2023. The decrease of $944,588 in the working capital deficit was the result of a decrease in the derivative liability amounting to $1,667,722, offset by accrual increases of $254,250 for guaranteed commitment fees, $202,916 related to deferred compensation and payroll and $137,587 for accrued interest.
For the six months ended March 31, 2024, our cash flow used by operating activities was $101,103 as compared to cash flow used by operating activities of $356,510 for the six months ended March 3l, 2023. The decrease in cash flow used by operating activities was due to reduced payments related to salaries, legal, accounting and other services which was also reflected in lower borrowings.
Cash flow used by investing activities was $0 during the six months ended March 31, 2024, and March 31, 2023.
Cash flow provided by financing activities was $89,500 for the six months ended March 31, 2024, as compared to cash provided by financing activities of $314,250 during the same period in 2023. The decrease in cash flow provided by financing activities reflects the difficulty in raising funds due to the delays in the proposed Sumner financing.
The Company will need to raise additional funds to finance its ongoing operations, complete its IND application to the FDA and to make payments under its loan agreements. We expect this will require at least $3.0 million through December 31, 2024. We plan to raise this capital through the issuance of additional common stock as well as obtaining additional debt as needed. On December 29, 2023, we entered into a securities purchase agreement with Sumner Global LLC, an affiliate of Sumner Investment Group Inc. (“Sumner”), 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. The transaction is subject to a number of contingencies, including Sumner completing its planned capital raise and there having been no material adverse effect on our business, operations, assets, financial condition or prospects. As a result, we cannot guarantee that the transaction will be completed when we expect, or whether the transaction will close at all.
Off-Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ materially from those estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Because NovAccess is a “smaller reporting company” as defined by the Securities and Exchange Commission, we are not required to provide additional market risk disclosure.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management team, with the participation of our chief executive officer, Dwain K. Irvin, and chief financial officer, Neil J. Laird, evaluated the effectiveness of the design and operation of NovAccess’ disclosure controls and procedures (as defined under the Securities Exchange Act) as of March 31, 2024. Based upon this evaluation, Messrs. Irvin and Laird concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2024.
Changes in Internal Control Over Financial Reporting
Our senior management team is responsible for establishing and maintaining adequate internal control over financial reporting, defined under the Exchange Act as a process designed by, or under the supervision of, our principal executive and principal financial officers, or persons performing similar functions, and effected by our board, senior management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with United States generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. We continue to review our internal control over financial reporting and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.
There was a change in our internal control over financial reporting identified in connection with the evaluation required by the Securities Exchange Act that occurred during our second fiscal quarter as we established enhanced review procedures to eliminate adjustments to our financial statements identified by our independent auditors.
Part II — Other Information
Item 1. Legal Proceedings.
We are not involved in any legal proceedings.
Item 1A. Risk Factors.
Please refer to the risk factors listed under “Item 1A: Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2023, for information relating to certain risk factors applicable to NovAccess.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On April 11, 2023, we issued a convertible promissory note in the original principal amount of $79,250. For the six months ended March 31, 2024, the Holder converted the $79,250 principal plus $4,472 interest on the note into shares of common stock, leaving a principal balance of $0. We issued 6,953,792 shares of common stock for these conversions at an average price of $0.01204 per share. These issuances of shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
On April 24, 2023, we issued a convertible promissory note in the original principal amount of $54,250. For the six months ended March 31, 2024, the Holder converted the $11,200 principal on the note into shares of common stock, leaving a principal balance of $43,050. We issued 1,396,509 shares of common stock for these conversions at an average price of $0.00802 per share. These issuances of shares were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
For the three months ended March 31, 2024, we issued 208,752 unregistered shares of our common stock for accounting and investor relations services. 108,750 of these shares were issued to a related party.
The issuances of shares to our service providers were exempt from registration under Section 4(a)(2) of the Securities Act.
Item 3. Defaults Upon Senior Securities.
During the quarter ended March 31, 2024, NovAccess was not in material default with respect to any of its material indebtedness.
Item 4. Mine Safety Disclosures.
We are not engaged in mining operations.
Item 5. Other Information.
We have disclosed on Form 8-K all reportable events that occurred in the quarter ended March 31, 2024.
Item 6. Exhibit and Financial Statement Schedules.
(a) Financial Statement Schedules (see Item 1 Financial Statements and Supplementary Data)
(b) Exhibits
Exhibit |
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Description |
31.1 |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Dwain K. Irvin |
31.2 |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act — Neil J. Laird |
32.1 |
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act |
101 |
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The following materials from the NovAccess Global Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2024, formatted in iXBRL (Inline eXtensible Business Reporting Language): |
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(i) the Condensed Consolidated Balance Sheets as of March 31, 2024 and September 30, 2023 |
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(ii) the Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31, 2024 and March 31, 2023, |
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(iii) the Condensed Consolidated Statements of Shareholders’ Deficit for the Three and Six Months Ended March 31, 2024 and March 31, 2023, |
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(iv) the Condensed Consolidated Statements of Cash Flows for the Three and Six Months Ended March 31, 2024 and March 31, 2023, and |
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(v) Related Notes to the Condensed Consolidated Financial Statements |
104 |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, NovAccess 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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Date: May 15, 2024 |
/s/ Dwain K. Irvin |
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By Dwain K. Irvin, Chief Executive Officer |
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(Principal Executive Officer) |
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Date: May 15, 2024 |
/s/ Neil J. Laird |
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Neil J. Laird, Chief Financial Officer |
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(Principal Financial and Accounting Officer) |