SEC Company Response from NovAccess Global Inc. (XSNX) (CIK 0001039466) — Sep 2, 2022
NovAccess Global Inc. (XSNX) (CIK 0001039466)
Date: Sept. 2, 2022 · CIK: 0001039466 · Accession: 0001185185-22-001061
AI Filing Summary & Sentiment
File numbers found in text: 333-265800
Letter
Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing Attn: Evan Ewing Re: NovAccess Global Inc. Registration Statement on Form S-1 Filed June 23, 2022 File No. 333-265800
Dear Mr. Ewing:
Please accept this correspondence as NovAccess Global Inc.’s response to the comment contained in the commission’s letter of July 8, 2022 regarding the company’s Registration Statement on Form S-1 filed June 23, 2022. For your convenience, we have repeated the commission’s comment (in italics) before our response.
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.
On August 1, 2022, the quotation of NovAccess’ shares of common stock was upgraded from the OTC Pink Market to the OTCQB Market. The company’s shares will continue to trade under the symbol “XSNX.” The OTCQB qualifies as an existing trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K, permitting an at-the-market resale offering under Rule 415 of the Securities Act of 1933. NovAccess has filed Amendment No. 1 to its Form S-1 updating the market information for the company’s common stock. The amendment includes additional revisions updating other information to reflect the passage of time from the company’s initial June 23 filing. We have attached a copy of the amendment marked to show changes from the initial filing to assist your review.
Please do not hesitate to contact me if you require additional information regarding this matter or have further comments.
Sincerely,
/s/ Christopher J. Hubbert
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CHRISTOPHER J. HUBBERT | Partner
Direct: 216.736.7215 | CJH@kjk.com
VIA EMAIL & EDGAR
September 2, 2022
Securities and Exchange Commission
Division of Corporation Finance
Office of Manufacturing
Attn: Evan Ewing
Re:
NovAccess Global Inc.
Registration Statement on Form S-1 Filed June 23, 2022
File No. 333-265800
Dear Mr. Ewing:
Please accept this correspondence as NovAccess Global Inc.’s response to the comment contained in the commission’s letter of July 8, 2022 regarding the company’s Registration Statement on Form S-1 filed June 23, 2022. For your convenience, we have repeated the commission’s comment (in italics) before our response.
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.
On August 1, 2022, the quotation of NovAccess’ shares of common stock was upgraded from the OTC Pink Market to the OTCQB Market. The company’s shares will continue to trade under the symbol “XSNX.” The OTCQB qualifies as an existing trading market for purposes of satisfying Item 501(b)(3) of Regulation S-K, permitting an at-the-market resale offering under Rule 415 of the Securities Act of 1933. NovAccess has filed Amendment No. 1 to its Form S-1 updating the market information for the company’s common stock. The amendment includes additional revisions updating other information to reflect the passage of time from the company’s initial June 23 filing. We have attached a copy of the amendment marked to show changes from the initial filing to assist your review.
Please do not hesitate to contact me if you require additional information regarding this matter or have further comments.
Sincerely,
/s/ Christopher J. Hubbert
CHRISTOPHER J. HUBBERT
cc: Sergio Chinos, Securities and Exchange Commission
Neil J. Laird, CFO, NovAccess Global Inc.
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