FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NovAccess Global Inc. [ XSNX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/04/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Series A Preferred Stock, $0.01 par value per share | 09/04/2020 | J(1) | 5,000 | D | $0 | 0 | I | By TN3, LLC | ||
Series B Preferred Stock, $0.01 par value per share | 09/04/2020 | J(1) | 25,000 | A | $0 | 25,000 | I | By TN3, LLC | ||
Common Stock, no par value | 09/08/2020 | J(2) | 7,500,000 | A | $0 | 7,500,000 | I | By Innovest Global, Inc. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series B Preferred Stock, $0.01 par value | $0 | 09/08/2020 | J(2) | 25,000 | 09/08/2020 | (3) | Common Stock, no par value | 250,000,000 | $0 | 25,000 | I | By TN3, LLC |
Explanation of Responses: |
1. On September 4, 2020, NovAccess Global Inc. (the "Company") redeemed 5,000 shares of Series A preferred stock held by TN3, LLC ("TN3") for 25,000 shares of the Company's Series B preferred stock. The holder of the Company's shares of Series A preferred is entitled to cast a number of votes equal to that number of common shares of the Company which is not less than 60% of the vote required to approve an action on all matters voted on the Company's shareholders. Each share of Series B preferred in convertible by the holder into 10,000 shares of the Company's common stock and entitles the holder to cast 40,000 votes on all matters voted on by the Company's shareholders. |
2. On September 8, 2020, the Company issued 7,500,000 shares of common stock to Innovest Global, Inc. ("Innovest") for all of the outstanding interests of StemVax, LLC. Mr. Martin is the chairman and a significant shareholder of Innovest. Mr. Martin disclaims beneficial ownership of the shares of the Company's common stock held by Innovest. |
3. None. |
/s/ Daniel G. Martin | 09/09/2020 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |