SEC Comment Letter for NovAccess Global Inc. (XSNX) (CIK 0001039466) — May 11, 2020
NovAccess Global Inc. (XSNX) (CIK 0001039466)
Date: May 11, 2020 · CIK: 0001039466 · Accession: 0000000000-20-004108
AI Filing Summary & Sentiment
Letter
May 8, 2020 Tom Djokovich President and Chief Executive Officer XsunX, Inc . 65 Enterprise Aliso Viejo , CA 92656
Re: XsunX, Inc. Schedule 14F -1 Filed May 1, 2020 File No. 005 -78302
Dear Mr. Djokovich :
We have reviewed the above -captioned filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand the disclosure.
Please respond to this letter by amending the filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to the company’s facts and circumstances or do not believe an amendment is appropriate, p lease tell us why in your response.
After reviewing any amendment to the filing and any information you provide in response to these comments, we may have additional comments.
General
1. We note that the current Board and officers of XsunX wil l resign and be replaced by a new Board and officers to be designated by Mr. Martin upon completion of the sale of Preferred Stock to TN3. Please disclose the consideration to be paid for the Preferred Stock , whether there are any loans or pledges obtained by Mr. Martin in connection with the transaction, and when the transaction is expected to close. In this respect, we note that you have not yet filed the Stock Purchase Agreement for the sale.
2. With respect to the common stock purchase warrants that will be issued to each of the current resig ning directors of the Company upon the completion of the transaction, disclose the approximate dollar value of these issuances. Please also confirm that any related arrangements or understandings among the resigning directors and the new control group have been disclosed. Refer to Item 404(a) of Regulation S -K and Instruction 2 to Item 6 of Schedule 14A .
Tom Djokovich XsunX, Inc. May 8, 2020 Page 2
3. We note that Mr. Djokovich filed a beneficial ownership report on Schedule 13D in July 2013 but has not amended it since. It appears that pursuant to Section 13(d) of the Exchange Act of 1934 and Rule 13d -2(a), he was required to file an amendment in light of the decrease in the percentage of shares he beneficial ly owns . Please advise.
4. Please confirm that Mr. Martin intends to file a beneficial ownership report on Schedule 13D, or advise.
5. Please confirm that Mr. Martin will file Section 16(a) reports given his status as an officer and director.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact Tina Chalk , Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
Show Raw Text
May 8, 2020
Tom Djokovich
President and Chief Executive Officer
XsunX, Inc .
65 Enterprise
Aliso Viejo , CA 92656
Re: XsunX, Inc.
Schedule 14F -1
Filed May 1, 2020
File No. 005 -78302
Dear Mr. Djokovich :
We have reviewed the above -captioned filing an d have the following comments. In some
of our comments, we may ask you to provide us with information so we may better understand
the disclosure.
Please respond to this letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not
believe our comments apply to the company’s facts and circumstances or do not believe an
amendment is appropriate, p lease tell us why in your response.
After reviewing any amendment to the filing and any information you provide in
response to these comments, we may have additional comments.
General
1. We note that the current Board and officers of XsunX wil l resign and be replaced by a
new Board and officers to be designated by Mr. Martin upon completion of the sale of
Preferred Stock to TN3. Please disclose the consideration to be paid for the Preferred
Stock , whether there are any loans or pledges obtained by Mr. Martin in connection with
the transaction, and when the transaction is expected to close. In this respect, we note
that you have not yet filed the Stock Purchase Agreement for the sale.
2. With respect to the common stock purchase warrants that will be issued to each of the
current resig ning directors of the Company upon the completion of the transaction,
disclose the approximate dollar value of these issuances. Please also confirm that any
related arrangements or understandings among the resigning directors and the new
control group have been disclosed. Refer to Item 404(a) of Regulation S -K and
Instruction 2 to Item 6 of Schedule 14A .
Tom Djokovich
XsunX, Inc.
May 8, 2020
Page 2
3. We note that Mr. Djokovich filed a beneficial ownership report on Schedule 13D in July
2013 but has not amended it since. It appears that pursuant to Section 13(d) of the
Exchange Act of 1934 and Rule 13d -2(a), he was required to file an amendment in light
of the decrease in the percentage of shares he beneficial ly owns . Please advise.
4. Please confirm that Mr. Martin intends to file a beneficial ownership report on Schedule
13D, or advise.
5. Please confirm that Mr. Martin will file Section 16(a) reports given his status as an
officer and director.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to me at (202) 551 -7951. You may also contact Tina Chalk ,
Senior Special Counsel, at (202) 551 -3263 .
Sincerely,
/s/ Joshua Shainess
Joshua Shainess
Special Counsel
Office of Mergers and Acquisitions