SEC Comment Letter for NovAccess Global Inc. (XSNX) (CIK 0001039466) — Jul 8, 2022
NovAccess Global Inc. (XSNX) (CIK 0001039466)
Date: July 8, 2022 · CIK: 0001039466 · Accession: 0000000000-22-007246
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File numbers found in text: 333-265800
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United States securities and exchange commission logo
July 8, 2022
Neil Laird
Chief Financial Officer
NovAccess Global Inc.
8584 E. Washington Street, No. 127
Chagrin Falls, Ohio 44023
Re:NovAccess Global Inc.
Registration Statement on Form S-1
Filed June 23, 2022
File No. 333-265800
Dear Mr. Laird:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that your shares are quoted on the OTC Pink marketplace. Please be advised
that an at-the-market resale offering under Rule 415 is not available for registrants quoted
on the OTC Pink marketplace. To sell shares at market prices, we require an existing
trading market for those shares, and we do not consider the OTC Pink to be such a market
for purposes of satisfying Item 501(b)(3) of Regulation S-K. Please revise your prospectus
to set a fixed price at which the selling shareholders will offer and sell their shares for
the duration of the offering. Please make the appropriate revisions on the front cover page,
offering section and plan of distribution section.
FirstName LastNameNeil Laird
Comapany NameNovAccess Global Inc.
July 8, 2022 Page 2
FirstName LastName
Neil Laird
NovAccess Global Inc.
July 8, 2022
Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Evan Ewing at 202-551-5920 or Sergio Chinos at 202-551-7844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing