SUBSEQUENT EVENTS	3 Months Ended
Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events [Text Block]	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 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 (collectively, the “transaction”). We expect to use this investment to fund operations and repay debt. Sumner is a global company that has created value across a diverse range of assets focusing on the procurement of products and services for governments and corporations around the world with an emphasis on healthcare, defense and logistics. 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 $3.05 million on February 15, 2024, and the remaining $4.0 million on March 15, 2024. The loans will be represented by convertible promissory notes that will have a five-year term, bear interest at 10% a year, and be convertible into shares of NovAccess common stock at $0.11 a share. 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. As required by the purchase agreement, Irvin Consulting, LLC, a California limited liability company owned by our CEO Dwain K. Irvin, agreed to convert 600 shares of our Series B convertible preferred stock into 6.0 million shares of the Company’s unregistered common stock pursuant to the terms of the preferred stock (the “conversion”). The conversion will be effective upon our receipt of the $3.63 million purchase price for the common stock purchased by Sumner. Upon completion of the conversion, we will not have any shares of preferred stock outstanding. 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 December 31, 2023, the holder of the April 11, 2023, Note has converted a further $42,500 of the principal balance into shares of common stock. The Company issued 3,718,032 shares of common stock for these conversions. Loan Agreements On February 8, 2024, the Company borrowed a further $19,444 under the December 29, 2023, letter agreement. On February 20, 2024, the lender advanced the Company a further $25,000 to cover basic operating expenses. The parties are currently negotiating the terms of a further loan that is expected to provide the Company with another $50,000 over the next two months. Bridge Loans On January 26, 2024, Jason Anderson loaned the Company $2,000 to address short-term cash needs. The loan is non-interest bearing and has the same terms as Mr. Anderson’s other loans discussed above. Default Notice The Company previously issued to 1800 Diagonal Lending LLC four convertible promissory notes on April 11, April 28, June 20, and August 17, 2023 (collectively, the “Notes”). Pursuant to the Notes, 1800 Diagonal loaned NovAccess $243,770 in the aggregate. Each of the Notes has a provision that requires us to make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934. We are late in filing the Company’s annual report for fiscal 2023 and are in default of this provision of the Notes. The Notes provide that if there is a default, 1800 Diagonal may accelerate the due date of the loans and require immediate payment of amounts outstanding under the Notes, multiplied by 150% as a penalty. On January 16, 2024, 1800 Diagonal notified us of the default and demanded payment in full of the Notes. The Company previously issued a convertible promissory note to 13 Paul Lending LLC on August 16, 2023. Pursuant to the note, 13 Paul Lending loaned NovAccess $55,000. The note has a provision that requires us to make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934. We are late in filing the Company’s annual report for fiscal 2023 and are in default of this provision of the note. The note provides that if there is a default, 13 Paul Lending may accelerate the due date of the loan and require immediate payment of amounts outstanding under the note, multiplied by 150% as a penalty. On February 1, 2024, 13 Paul Lending notified us of the default and demanded payment of the note in full. The estimated amount due including penalties and interest is $360,000. We do not have the funds required to repay the notes. If we do not make the payment, 1800 Diagonal and 13 Paul Lending will have the right to convert the amounts outstanding into shares of our common stock at a significant discount to the market price, in additional to other rights and remedies under the note. Extension of Due Dates on Loans On January 31, 2024, the Holders of the February 2022 Note, the May 2022 Note, the July 2023 Related Party Note, the August 2022 Notes, the February 2023 Letter Agreement, the June 19, 2023 Letter Agreement and the Related Party Non-Interest Bearing note all agreed to extend the due date on the loans until February 29, 2024.

SUBSEQUENT EVENTS

3 Months Ended

Dec. 31, 2023

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 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 (collectively, the “transaction”). We expect to use this investment to fund operations and repay debt. Sumner is a global company that has created value across a diverse range of assets focusing on the procurement of products and services for governments and corporations around the world with an emphasis on healthcare, defense and logistics.

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 $3.05 million on February 15, 2024, and the remaining $4.0 million on March 15, 2024. The loans will be represented by convertible promissory notes that will have a five-year term, bear interest at 10% a year, and be convertible into shares of NovAccess common stock at $0.11 a share.

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.

As required by the purchase agreement, Irvin Consulting, LLC, a California limited liability company owned by our CEO Dwain K. Irvin, agreed to convert 600 shares of our Series B convertible preferred stock into 6.0 million shares of the Company’s unregistered common stock pursuant to the terms of the preferred stock (the “conversion”). The conversion will be effective upon our receipt of the $3.63 million purchase price for the common stock purchased by Sumner. Upon completion of the conversion, we will not have any shares of preferred stock outstanding.

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 December 31, 2023, the holder of the April 11, 2023, Note has converted a further $42,500 of the principal balance into shares of common stock. The Company issued 3,718,032 shares of common stock for these conversions.

Loan Agreements

On February 8, 2024, the Company borrowed a further $19,444 under the December 29, 2023, letter agreement.

On February 20, 2024, the lender advanced the Company a further $25,000 to cover basic operating expenses. The parties are currently negotiating the terms of a further loan that is expected to provide the Company with another $50,000 over the next two months.

Bridge Loans

On January 26, 2024, Jason Anderson loaned the Company $2,000 to address short-term cash needs. The loan is non-interest bearing and has the same terms as Mr. Anderson’s other loans discussed above.

Default Notice

The Company previously issued to 1800 Diagonal Lending LLC four convertible promissory notes on April 11, April 28, June 20, and August 17, 2023 (collectively, the “Notes”). Pursuant to the Notes, 1800 Diagonal loaned NovAccess $243,770 in the aggregate. Each of the Notes has a provision that requires us to make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934. We are late in filing the Company’s annual report for fiscal 2023 and are in default of this provision of the Notes. The Notes provide that if there is a default, 1800 Diagonal may accelerate the due date of the loans and require immediate payment of amounts outstanding under the Notes, multiplied by 150% as a penalty. On January 16, 2024, 1800 Diagonal notified us of the default and demanded payment in full of the Notes.

The Company previously issued a convertible promissory note to 13 Paul Lending LLC on August 16, 2023. Pursuant to the note, 13 Paul Lending loaned NovAccess $55,000. The note has a provision that requires us to make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934. We are late in filing the Company’s annual report for fiscal 2023 and are in default of this provision of the note. The note provides that if there is a default, 13 Paul Lending may accelerate the due date of the loan and require immediate payment of amounts outstanding under the note, multiplied by 150% as a penalty. On February 1, 2024, 13 Paul Lending notified us of the default and demanded payment of the note in full.

The estimated amount due including penalties and interest is $360,000. We do not have the funds required to repay the notes. If we do not make the payment, 1800 Diagonal and 13 Paul Lending will have the right to convert the amounts outstanding into shares of our common stock at a significant discount to the market price, in additional to other rights and remedies under the note.

Extension of Due Dates on Loans

On January 31, 2024, the Holders of the February 2022 Note, the May 2022 Note, the July 2023 Related Party Note, the August 2022 Notes, the February 2023 Letter Agreement, the June 19, 2023 Letter Agreement and the Related Party Non-Interest Bearing note all agreed to extend the due date on the loans until February 29, 2024.