UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~THE~~For the ~~SECURITIES~~fiscal ~~EXCHANGE~~year ~~ACT~~ended OFSeptember ~~1934~~30, 2024

For the fiscal year ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-29621

NovAccess Global Inc.

(Exact name of registrant as specified in its charter)

Colorado		84-1384159
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer Identification no.)

Address of principal executive offices, including zip code: ~~8584~~459 E.Columbus ~~Washington~~Ave, ~~Street~~ #~~127~~607, ~~Chagrin~~New ~~Falls~~York, ~~Ohio~~NY ~~44023~~10024

Registrant’s telephone number, including area code: (213) 642-9268

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the Registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☐ No ☒

Table of Contents

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☒ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~oﬃcers~~officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value of the 733,~~537~~790,~~765~~055 shares of the registrant’s common stock held by non-affiliates of the registrant was $1337,~~319,074~~901 calculated based on the $0.~~175~~010 closing price on March 31, ~~2023~~2024

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 2661,~~373~~652,~~572~~385 shares of common stock outstanding on January 3114, ~~2024~~2026.

Table of Contents

Item 1. Business.		1
Overview		1
Recent Events		1
Organization and History		2
Business and Operations		2
Market Drivers for Immunotherapy against Cancer		2
What We Do		2
Customers		3
Competition		3
Intellectual Property		3
Regulation		3
Employees and Consultants		4
Seasonality		4
Item 1A. Risk Factors.		4
Item 1B. Unresolved Staff Comments.		15
Item 1C. Cybersecurity.		15
Item 2. Properties.		16
Item 3. Legal Proceedings.		16
Item 4. Mine Safety Disclosures.		16
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.		17
Unregistered Sales of Common Stock		17
Item 6. [Reserved]		17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		17
Cautionary and Forward-Looking Statements		17
Organization		17
New Business Plan		17
Results of Operations for the Fiscal Year Ended September 30, 2024 Compared to Fiscal Year Ended September 30, 2023		18
Revenue and Cost of Sales		18
Selling, General and Administrative Expenses		18
Other Income/(Expenses)		18
Net Loss		18
Liquidity and Capital Resources		19
Off-Balance Sheet Arrangements		19
Critical Accounting Estimates		19
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.		19
Item 8. Financial Statements and Supplementary Data.		19
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.		20
Item 9A. Controls and Procedures.		20
Evaluation of Disclosure Controls and Procedures		20
Management’s Annual Report on Internal Control Over Financial Reporting		20
Changes in Internal Control Over Financial Reporting		20
Item 9B. Other Information.		20
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.		20
Item 10. Directors, Executive Officers and Corporate Governance.		21
Board of Directors and Executive Officers		21
Board Committees		22
Advisory Board		22
Code of Ethics		23
Insider Trading Arrangements and Policies		23
Item 11. Executive Compensation.		24
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.		24
Equity Compensation Plan Information		26
Item 13. Certain Relationships and Related Transactions, and Director Independence.		26
Item 14. Principal Accountant Fees and Services.		26
Item 15. Exhibit and Financial Statement Schedules.		27
Item 16. Form 10-K Summary.		29

Table of Contents

Item 1. Business. 1 Overview 1 Recent Events 1 Organization and History 2 Business and Operations 2 Market Drivers for Immunotherapy against Cancer 2 What We Do 2 Customers 3 Competition 3 Intellectual Property 3 Regulation 3 Employees and Consultants 4 Seasonality 4 Item 1A. Risk Factors. 4 Item 1B. Unresolved Staﬀ Comments. 15 Item 2. Properties. 16 Item 3. Legal Proceedings. 16 Item 4. Mine Safety Disclosures. 16 Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 17 Unregistered Sales of Common Stock 17 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 17 Cautionary and Forward-Looking Statements 17 Organization 17 New Business Plan 17 Results of Operations for the Fiscal Year Ended September 30, 2022 Compared to Fiscal Year Ended September 30, 2021 18 Revenue and Cost of Sales 18 Selling, General and Administrative Expenses 18 Other Income/(Expenses) 18 Net Loss 18 Liquidity and Capital Resources 19 Off-Balance Sheet Arrangements 19 Critical Accounting Estimates 19 Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 19 Item 8. Financial Statements and Supplementary Data. 19 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 20 Item 9A. Controls and Procedures. 20 Evaluation of Disclosure Controls and Procedures 20 Management’s Annual Report on Internal Control Over Financial Reporting 20 Changes in Internal Control Over Financial Reporting 20 Item 9B. Other Information. 20 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 20 Item 10. Directors, Executive Oﬃcers and Corporate Governance. 21 Board of Directors and Executive Officers 21 Board Committees 22 Advisory Board 22 Code of Ethics 23 Insider Trading Arrangements and Policies 23 Item 11. Executive Compensation. 24 Item 12. Security Ownership of Certain Beneﬁcial Owners and Management and Related Stockholder Matters. 24 Equity Compensation Plan Information 26 Item 13. Certain Relationships and Related Transactions, and Director Independence. 26 Item 14. Principal Accountant Fees and Services. 27 Item 15. Exhibit and Financial Statement Schedules. 28 Item 16. Form 10-K Summary. 30

Table of Contents

Part I

Item 1. Business.

In this Annual Report on Form 10-K, we use the terms “Company,” “NovAccess,” “we,” “us,” and “our” to refer to NovAccess Global Inc.

Overview

NovAccess Global Inc. is a biopharmaceutical company that is developing novel immunotherapies to treat brain tumor patients in the United States with plans to expand globally. We specialize in cutting-edge research related to utilizing a patient’s own immune system to attack the cancer. We are filing an Investigational New Drug Application (IND) and working closely with the Food and Drug Administration (FDA) to obtain approval for human clinical trials to determine the safety and efficacy of our drug product for brain cancer patients. We anticipate that it will take roughly twelve to eighteen months to generate the FDA requested data to submit the IND application. Once we have successfully completed the clinical trials and proven that the new therapy is safe and efficacious, we plan to commercialize the product. We also have expertise in successfully executing clinical trials, bringing products to market and increasing the market size of products through our advisory board. Our scientists are well versed in immunology, stem cell biology, neuroscience, molecular biology, imaging, small molecules development, gene therapy and other technical assays needed for protein and genetic analysis of cancer cells.

In September 2020, we acquired StemVax, LLC (“StemVax”), a biopharmaceutical company developing novel therapies for brain tumor patients that holds an exclusive patent license from Cedars-Sinai Medical Center in Los Angeles, California (Cedars-Sinai) known as StemVax Glioblast (SVX-GB/TLR-AD1). TLR-AD1 specifically targets glioblastoma, the most common and lethal type of adult brain tumor. Christopher Wheeler, president of StemVax, has been involved in the pre-clinical research and development of the drug candidate at Cedars-Sinai Department of Neurosurgery since 1997. Dr. Wheeler began preparing the pre-IND application to obtain FDA approval to start human clinical trials. In 2021, Dr. Wheeler led pre-IND interactions with the FDA and obtained a recommended roadmap from the FDA to facilitate the filing of an IND application for a Phase I application or a Phase IIa application. We plan to submit an IND application in ~~2024~~2026. In October 2022, the U.S. Food and Drug Administration notified us that the FDA had approved the ~~company~~Company’s application for orphan drug designation for TLR-AD1, a vaccine immunotherapy for the treatment of aggressive brain cancers, including glioblastoma and other high-grade gliomas. The FDA’s Office of Orphan Products Development grants orphan designation status to investigational drugs and therapies addressing rare medical diseases or conditions that affect fewer than 200,000 people in the United States. Orphan drug designation provides benefits to drug developers which may include assistance in the drug development process, financial incentives to support clinical development, tax credits for clinical costs, exemptions from certain FDA fees and the potential for seven years of post-approval marketing exclusivity. In May 2024, NovAccess submitted a provisional patent, and in May 2025 a non-provisional patent, for new intellectual property developed at Cedars-Sinai to advance the Company’s immunotherapy platform. The patent pertains to the use of a specific protein, known as IDH1, which is commonly mutated in brain and other tumors. Groundbreaking research published by Dr. Wheeler, has shown that non-mutated IDH1 discerns long-term from short-term survivors after vaccine therapy in patients with brain tumors such as glioblastoma. With the filing, NovAccess effectively doubled its patent portfolio, and intends to support the development of IDH1 to help the Company deliver TLR-AD1 to the patients most likely to benefit from it. The Company will now approach the US Food and Drug Administration to determine how best to co-develop IDH1 and TLR-AD1.

Our website is www.NovAccessGlobal.com.

Recent Events

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”)~~. WeAlthough ~~expect~~Sumner toagreed ~~use this investment~~ to ~~fund~~purchase ~~operations~~the ~~and~~shares ~~repay~~of ~~debt.~~common stock ~~Sumner~~on isor abefore ~~global~~January ~~company~~31, ~~that~~2023, ~~has~~the ~~created~~transaction ~~value~~was ~~across~~subject to a ~~diverse~~number ~~range~~ of ~~assets~~contingencies, ~~focusing~~including onSumner ~~the~~completing ~~procurement~~its ofplanned capital ~~products~~raise. ~~and~~When ~~services~~the ~~for~~Sumner ~~governments~~transaction ~~and~~failed ~~corporations~~to ~~around~~close ~~the~~as ~~world~~expected, ~~with~~we andecided ~~emphasis~~to onexplore ~~healthcare,~~other ~~defense and logistics~~opportunities.

~~Sumner~~We have ~~agreed~~had toongoing ~~purchase~~discussions ~~the~~with ~~shares~~Vital ofScience ~~common~~Innovations, ~~stock~~LLC on(“VSI”), ora ~~before~~biotech ~~January~~holding ~~31,~~company ~~2023.~~dedicated ~~Sumner agreed~~ to ~~make~~advancing innovation ~~the loans~~ in ~~two~~the ~~tranches,~~pharmaceutical ~~with~~and $3biotechnology sectors.05 ~~million~~On onAugust ~~February 15~~21, ~~2024~~2025, ~~and~~one ~~the~~of ~~remaining~~VSI’s ~~$4.0 million on March 15~~founders, ~~2024~~Dr. David ~~The~~Alessi, ~~loans will be represented by convertible promissory notes that will have~~ guaranteed a ~~five-year~~portion ~~term,~~of ~~bear interest at 10%~~ a ~~year~~$250,000 ~~and~~loan beto ~~convertible~~the ~~into~~Company ~~shares~~from ofAJB ~~NovAccess~~Capital ~~common~~Investments ~~stock at $0~~LLC.~~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.1

~~Pursuant~~Table ~~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.~~Contents

1Organization and History

~~Table~~NovAccess Global Inc. is a Colorado corporation incorporated on February 25, 1997 as “Sun River Mining, Inc.” In 2003, the Company was renamed “XsunX, Inc.” and entered the solar business, specializing in the sale, design, and installation of ~~Contents~~solar photovoltaic power generation and energy storage systems. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock; and change the name of the Company to “NovAccess Global Inc.” After completing the acquisition of StemVax, in September, 2020, we exited the solar business and focused all our efforts on our biopharmaceutical business.

AsOur website ~~required~~is ~~by the purchase agreement, Irvin Consulting, LLC, a California limited liability company owned by our CEO Dwain K~~www. ~~Irvin, agreed to convert 600 shares of our Series B convertible preferred stock into 6~~NovAccessGlobal.~~0 million shares of the company’s unregistered common stock pursuant to the terms of the preferred stock (the “conversion”)~~com. ~~The~~Information ~~conversion~~appearing ~~will~~on ~~be effective upon~~ our ~~receipt~~website ofis ~~the $3.63 million purchase price for the common stock purchased by Sumner. Upon completion of the conversion, we will~~ not ~~have~~part ~~any shares~~ of ~~preferred~~this ~~stock outstanding~~report.

~~The~~Business and purchase agreement, including a form of convertible promissory note, is filed as an exhibit to our Current Report on Form 8-K filed January 2, 2024. The description above is qualified in its entirety by reference to the full text of the purchase agreement.Operations

AsMarket Drivers offor ~~the~~Immunotherapy ~~date~~Against ~~of this report, the agreement has not been completed but based on assurances from Sumner is expected to close shortly.~~Cancer

~~Organization~~Glioblastoma is the most common and ~~History~~most malignant primary brain tumor (glioma) and has less than a 15-month median survival period after diagnosis. Despite advances in chemotherapy and radiation therapy, there has been no change in survival for glioblastoma patients in over 50 years. As a result, there is significant demand for novel therapies to treat brain tumors. We identify two main drivers to bring immunotherapy to market as quickly as possible: (1) the National Institutes of Health has been promoting the development of novel immunotherapies for cancer for over 10 years; and (2) the biopharmaceutical industry has been promoting the development of novel immunotherapies to treat cancer and bringing novel products to market, including Dendreon’s Provenge drug to treat prostate cancer.

~~NovAccess~~What We Global Inc. is a Colorado corporation incorporated on February 25, 1997 as “Sun River Mining, Inc.” In 2003, the Company was renamed “XsunX, Inc.” and entered the solar business, specializing in the sale, design, and installation of solar photovoltaic power generation and energy storage systems. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock; and change the name of the Company to “NovAccess Global Inc.” After completing the acquisition of StemVax, in September, 2020, we exited the solar business and focused all our efforts on our biopharmaceutical business.Do

~~Our~~NovAccess is ~~website~~a isbiopharmaceutical ~~www~~company that specializes in the research and development of a new drug to treat brain cancer and other cancers, as well as the development of unique biomarkers to predict cancer immunotherapy success.~~NovAccessGlobal~~ We perform pre-clinical and clinical trial experiments to bring the drugs and biomarkers to market.~~com.~~ ~~Information~~We ~~appearing~~determine onif the new drug candidates are safe and effective for human use and to treat brain and other cancers, and whether our ~~website~~biomarkers ispredict ~~not~~or ~~part~~increase the success of ~~this~~our ~~report~~treatments. We seek to develop a new treatment or a cure for brain cancer patients and make these solutions for these patients a sound investment for our shareholders.

~~Business~~We are developing novel therapies for brain cancer patients in the US and ~~Operations~~ultimately globally. Our research and development process begins with testing drug and biomarker candidates through molecular and cellular based assays, animal models for diseases, testing for safety and efficacy in animal models, and human clinical trials to bring drug and biomarker candidates to market. Once our products have made it to market, we plan to license their use to bigger pharmaceutical companies to better access the patient populations and provide treatment.

~~Market~~Our dendritic ~~Drivers~~cell-based immunotherapy utilizes a combination of Toll-like receptor (TLR) adjuvants for ~~Immunotherapy~~an ~~against~~enhanced ~~Cancer~~anti-tumor response. The therapy is designed to utilize the patient’s tumor antigens and immune cells, dendritic cells, in combination with TLR adjuvants to initiate an efficient anti-tumor immune response. This process includes obtaining the patient’s tumor cells after surgery, and precursors cells that are matured into dendritic cells from peripheral blood. Antigens from the tumor cells are mixed with the dendritic cells ex-vivo to activate and sensitize them to the patient’s own tumor. Once processed, the activated, sensitized dendritic cells are returned to the patient subcutaneously, where they initiate the most powerful anti-tumor responses in the body. These immune responses can locate and kill glioblastoma tumors, thereby promoting patient survival.

~~Glioblastoma~~The validity isof ~~the~~this ~~most~~approach ~~common~~is ~~and~~supported ~~most~~by ~~malignant~~multiple ~~primary~~preclinical ~~brain tumor (glioma)~~ and ~~has~~clinical ~~less~~studies, ~~than~~including aour ~~15-month~~own, ~~median~~that ~~survival~~demonstrate ~~period~~both ~~after~~the ~~diagnosis.~~importance and ~~Despite~~feasibility ~~advances~~of intreating ~~chemotherapy~~these ~~and~~tumors ~~radiation~~using ~~therapy~~a ~~there~~dendritic ~~has~~cell ~~been~~vaccine. noWe ~~change~~are incurrently ~~survival~~preparing ~~for~~an ~~glioblastoma~~IND ~~patients~~application into ~~over~~submit 50to ~~years.~~the FDA Asin aorder ~~result,~~to ~~there~~obtain isauthorization ~~significant~~to ~~demand~~begin ~~for~~human ~~novel~~clinical ~~therapies~~trials to ~~treat~~test ~~brain~~whether ~~tumors.~~treating Weglioblastoma ~~identify~~in ~~two~~this ~~main~~manner ~~drivers~~is tosafe ~~bring~~and elicits ~~immunotherapy~~antitumor toimmune ~~market~~responses asthat ~~quickly~~can asultimately ~~possible:~~prolong ~~(1)~~survival. ~~the~~Our ~~National~~primary ~~Institutes~~goal ofis ~~Health~~to ~~has~~evaluate ~~been~~the ~~promoting~~safety ~~the~~and ~~development~~efficacy of ~~novel~~this therapeutic ~~immunotherapies~~vaccine for ~~cancer~~patients ~~for~~with ~~over~~newly 10diagnosed ~~years;~~ and ~~(2)~~recurrent ~~the~~malignant ~~biopharmaceutical~~gliomas ~~industry~~including ~~has~~glioblastoma. ~~been~~We ~~promoting~~will ~~the~~also ~~development~~assess ofimmune response ~~novel~~metrics, ~~immunotherapies~~radiographic toresponse ~~treat~~data, ~~cancer~~ and ~~bringing~~survival ~~novel~~endpoints ~~products~~ to ~~market,~~evaluate ~~including~~whether ~~Dendreon’s~~this ~~Provenge~~therapeutic ~~drug~~approach towarrants ~~treat~~further ~~prostate~~study and ~~cancer~~progression through human clinical trials.

~~What~~ We will Docombine our approach to brain cancer treatment with the use of a specific protein, known as IDH1, which is commonly mutated in brain and other tumors. Specifically, we will incorporate mutated IDH1 within tumor tissue as a patient exclusion criterion, and high levels of non-mutated IDH1 as a patient inclusion/stratification criterion within treatment trials. This will allow the Company to deliver TLR-AD1 to the patients most likely to benefit from it. The Company will approach the US Food and Drug Administration to determine how best to co-develop IDH1 and TLR-AD1.

NovAccess is a biopharmaceutical company that specializes in the research and development of a new drug to treat brain cancer and other cancers. We perform pre-clinical and clinical trial experiments to bring the drugs to market. We determine if the new drug candidates are safe and effective for human use and to treat brain and other cancers. We seek to develop a new treatment or a cure for brain cancer patients and make these solutions for these patients a sound investment for our shareholders.2

WeTable ~~are~~of developing novel therapies for brain cancer patients in the US and ultimately globally. Our research and development process begins with testing drug candidates through molecular and cellular based assays, animal models for diseases, testing for safety and efficacy in animal models, and human clinical trials to bring drug candidates to market. Once our products have made it to market, we plan to license their use to bigger pharmaceutical companies to better access the patient populations and provide treatment.Contents

~~Our~~If the ~~dendritic~~safety ~~cell-based~~and ~~immunotherapy~~efficacy ~~utilizes~~of aour ~~combination~~platform oftechnology ~~Toll~~TRL-~~like~~AD1 ~~receptor~~is ~~(TLR)~~established ~~adjuvants~~during ~~for~~human antrials, ~~enhanced~~we ~~anti-tumor~~intend ~~response.~~to ~~The~~file ~~therapy~~for isFDA ~~designed~~consideration of to“Breakthrough ~~utilize~~Therapy ~~the~~Designation” ~~patient’s~~for ~~tumor~~TLR-AD1 ~~antigens~~ and/or ~~immune~~similarly ~~cells,~~expedited ~~dendritic~~approval ~~cells,~~programs. inA ~~combination~~successful ~~with~~application for ~~TLR~~Breakthrough ~~adjuvants~~Designation toor ~~initiate~~ an ~~efficient~~equivalent ~~anti-tumor~~program ~~immune~~could ~~response.~~significantly ~~This~~accelerate ~~process~~our ~~includes~~trial ~~obtaining~~timelines and enhance the ~~patient~~probability of TLR-AD1’s ~~tumor~~approval. ~~cells~~While ~~after~~we ~~surgery,~~will ~~and~~continue ~~precursors~~to ~~cells~~align ~~that~~our ~~are~~trials ~~matured~~to ~~into~~FDA ~~dendritic~~regulations ~~cells~~and ~~from~~expectations, ~~peripheral~~we ~~blood.~~will ~~Antigens~~monitor ~~from~~regulatory agencies ~~the~~outside ~~tumor~~of ~~cells~~the ~~are~~United ~~mixed~~States, ~~with~~such as the ~~dendritic~~European ~~cells~~Medicines ~~ex-vivo~~Agency to(EMA), ~~activate~~for ~~and~~government-sponsored ~~sensitize~~opportunities ~~them~~that tomay advance the ~~patient’s~~development ~~own~~and ~~tumor.~~approval ~~Once~~of ~~processed,~~a ~~the~~safe ~~activated,~~and ~~sensitized~~efficacious ~~dendritic~~TLR-AD1. ~~cells~~Our ~~are~~ultimate ~~returned~~goal is to ~~the~~bring ~~patient~~this ~~subcutaneously,~~novel ~~where~~immunotherapy ~~they~~to ~~initiate~~market globally ~~the~~and ~~most~~address ~~powerful~~an ~~anti-tumor~~unmet ~~responses~~need infor ~~the~~brain ~~body~~tumor patients. ~~These~~Additional ~~immune~~technologies ~~responses~~that ~~can~~promise ~~locate~~to further increase efficacy of the TLR-AD1 platform and ~~kill~~other ~~glioblastoma~~cancer ~~tumors,~~immunotherapies ~~thereby~~are ~~promoting~~also ~~patient~~in ~~survival~~pre-clinical development.

~~The~~We currently ~~validity~~do ofnot ~~this~~generate ~~approach~~revenue. isIn ~~supported~~order byto ~~multiple~~finance ~~preclinical~~our ~~and~~operations, including clinical ~~studies,~~trials ~~including~~development ~~our~~and ~~own~~execution, ~~that~~we ~~demonstrate~~intend to ~~both~~raise ~~the~~capital ~~importance~~through ~~and~~financial ~~feasibility~~institutions ofthat ~~treating~~invest ~~these~~in ~~tumors~~cancer ~~using~~therapeutics, aincluding ~~dendritic~~VSI. ~~cell~~As ~~vaccine.~~we Weachieve ~~are~~milestones ~~currently~~during ~~seeking~~the process ~~FDA~~of ~~authorization~~R&D, towe ~~begin~~expect ~~human~~our ~~clinical~~overall ~~trials~~value to ~~test~~increase. ~~whether~~We ~~treating~~intend ~~glioblastoma~~to incommercialize ~~this~~our ~~manner~~products isimmediately ~~safe~~after ~~and~~successful ~~elicits~~completion of ~~antitumor~~clinical ~~immune~~trials. ~~responses~~We ~~that~~plan ~~can~~to ~~ultimately~~license ~~prolong~~our ~~survival.~~products ~~Our~~to ~~primary~~larger ~~goal~~biopharmaceutical iscompanies to ~~evaluate~~deliver ~~the~~our ~~safety~~product ~~and~~to ~~efficacy~~as ofmany ~~this~~patients as ~~therapeutic~~possible ~~vaccine~~once ~~for~~we ~~patients~~have ~~with~~obtained ~~newly~~the ~~diagnosed~~required ~~and~~FDA ~~recurrent~~approvals. ~~malignant~~We ~~gliomas~~expect ~~including~~to ~~glioblastoma.~~have Weother ~~will~~treatment ~~also~~candidates ~~assess~~outside ~~immune~~of ~~response~~our ~~metrics,~~lead ~~radiographic~~candidate moving ~~response~~forward ~~data,~~as ~~and~~we ~~survival~~build ~~endpoints~~our topatent ~~evaluate~~portfolio ~~whether~~of ~~this~~other ~~therapeutic~~therapeutics ~~approach~~to ~~warrants~~improve ~~further~~patient ~~study~~outcomes and ~~progression~~overall ~~through~~quality ~~human~~of ~~clinical trials~~health.

2The key elements of our approach include:

~~Table~~● ofLead ~~Contents~~Drug and Biomarker Candidate. We perform pre-clinical R&D to test hypotheses to determine if a lead product is safe and efficacious to treat or predict treatment success in cancer patients. These experiments include, molecular testing, cell culture testing and animal testing.

If● ~~the~~Publish safety and efficacy of our platform technology TRL-AD1 is established during human trials, we intend to file for FDA consideration of “Breakthrough Therapy Designation” for TLR-AD1 and/or similarly expedited approval programsData. AWhen ~~successful~~appropriate ~~application for Breakthrough Designation or an equivalent program could significantly accelerate our trial timelines and enhance the probability of TLR-AD1’s approval. While~~ we ~~will~~publish ~~continue to align~~ our ~~trials~~findings ~~to FDA regulations~~ and ~~expectations,~~pursue wepatents ~~will~~protection ~~monitor regulatory agencies outside of the United States, such as the European Medicines Agency (EMA),~~ for ~~government-sponsored~~all ~~opportunities~~drug ~~that~~candidates ~~may advance the development and approval of a safe and efficacious TLR-AD1. Our ultimate goal is~~ to ~~bring~~proceed ~~this~~with ~~novel~~human immunotherapy to market globally and address an unmet need for brain tumor patients. Additional technologies that promise to further increase efficacy of the TLR-AD1 platform and other cancer immunotherapies are also in pre-clinical ~~development.~~trial testing

We● ~~currently~~Human doClinical ~~not~~Trial ~~generate revenue~~Testing. InAt order to finance our operations, including clinical trials development and execution, we intend to raise capital through financial institutions that invest in cancer therapeutics. As we achieve milestones during the ~~process~~appropriate oftime ~~R&D,~~ we ~~expect~~will ~~our~~seek ~~overall~~FDA ~~value~~approval to ~~increase.~~begin Weclinical ~~intend~~trials toon ~~commercialize~~ our ~~products~~drug ~~immediately~~and ~~after~~biomarker ~~successful completion of clinical trials~~candidates. We ~~plan~~submit toIND ~~license~~applications ~~our products~~ to ~~larger biopharmaceutical companies to deliver our product to as many patients as possible once we have obtained~~ the ~~required~~ FDA ~~approvals. We expect~~ to ~~have~~obtain ~~other~~this ~~treatment candidates outside of our lead candidate moving forward as we build our patent portfolio of other therapeutics to improve patient outcomes and overall quality of health~~approval.

~~The~~● ~~key~~Commercialization. ~~elements~~After successfully completing human clinical trials and demonstrating safety and efficacy of ~~our~~a ~~approach~~drug ~~include:~~and/or biomarker candidate, we will commercialize the product(s).

● Lead Drug Candidate. We perform pre-clinical R&D to test hypotheses to determine if a lead product is safe and efficacious to treat cancer patients. These experiments include, molecular testing, cell culture testing and animal testing. ● Publish Data. When appropriate we publish our findings and pursue patents protection for all drug candidates to proceed with human clinical trial testing ● Human Clinical Trial Testing. At the appropriate time we will seek FDA approval to begin clinical trials on our drug candidates. We submit IND applications to the FDA to obtain this approval. ● Commercialization. After successfully completing human clinical trials and demonstrating safety and efficacy of a drug candidate, we will commercialize the product.Customers

~~Customers~~At this stage, we do not generate revenue but once we commercialize our products our customers are expected to be cancer patients and/or larger biopharmaceutical companies that we license our products through in order to complete human clinical trial testing and/or to commercialize our products. Because there is currently no immunotherapy to treat brain tumors on the market and survival rates for glioblastoma patients have not improved through standard operational procedures, including chemotherapy and radiation therapy, we anticipate a significant market for our products.

At this stage, we do not generate revenue but once we commercialize our products our customers are expected to be cancer patients and/or larger biopharmaceutical companies that we license our products through in order to complete human clinical trial testing and/or to commercialize our products. Because there is currently no immunotherapy to treat brain tumors on the market and survival rates for glioblastoma patients have not improved through standard operational procedures, including chemotherapy and radiation therapy, we anticipate a significant market for our products.Competition

~~Competition~~We compete with other R&D biopharmaceutical companies developing novel immunotherapies to treat brain cancer or predict treatment success. Currently, there are no FDA approved immunotherapies available to glioblastoma patients in the market. We have platform technologies as our lead drug and biomarker candidates. Once we have commercialized the lead products after proving their safety and efficacy from our human clinical trial testing, we will seek approval to utilize our platform technology to treat other brain cancers, including childhood brain cancer and other cancers in general.

We compete with other R&D biopharmaceutical companies developing novel immunotherapies to treat brain cancer. Currently, there are no FDA approved immunotherapies available to glioblastoma patients in the market. We have a platform technology as our lead candidate. Once we have commercialized this lead product after proving it is safe and efficacious from our human clinical trial testing, we will seek approval to utilize our platform technology to treat other brain cancers, including childhood brain cancer and other cancers in general.Intellectual Property

~~Intellectual~~In September ~~Property~~and June of 2017, Cedars-Sinai was issued patents, “Use of toll-like receptor ligands as adjuvants to vaccination therapy for brain tumors,” Patent numbers: 9764014 and 8728465. In 2018, StemVax obtained an exclusive license for these patents from Cedars-Sinai. The license term is for the full life of the patents on a country-by-country basis.

In May ~~September~~2024, NovAccess submitted a provisional patent, and ~~June~~in ofMay ~~2017~~2025 a non-provisional patent, for new intellectual property developed at Cedars-Sinai ~~was~~to ~~issued~~advance ~~patents,~~the ~~“Use~~Company’s immunotherapy platform. The patent pertains to the use of ~~toll~~a specific protein, IDH1, which is commonly mutated in brain and other tumors. Pre-~~like~~clinical ~~receptor~~and ~~ligands~~clinical asresearch ~~adjuvants~~published by Dr. Wheeler, has shown that mutated IDH1 in the tumor predicts poor response to ~~vaccination~~dendritic ~~therapy~~cell (DC) immunotherapy treatment for brain ~~tumors~~cancer,” ~~Patent~~while ~~numbers:~~high ~~9764014~~expression ~~and~~of ~~8728465~~non-mutated IDH1 in tumor tissue discerns long-term from short-term survivors in patients with brain tumors such as glioblastoma. InWith ~~2018~~the filing, NovAccess ~~StemVax~~effectively ~~obtained~~doubled anits ~~exclusive~~patent ~~license~~portfolio, ~~for~~and ~~these~~intends ~~patents~~to ~~from~~use ~~Cedars~~analysis of IDH1 in tumors to promote the delivery of TLR-~~Sinai~~AD1 to only the patients most likely to benefit from it. The ~~license~~Company ~~term~~plans isto ~~for~~approach the ~~full~~US ~~life~~Food ofand ~~the~~Drug ~~patents~~Administration onto adetermine ~~country~~how best to co-~~by-country~~develop ~~basis~~IDH1 and TLR-AD1.

Regulation

Our business is subject to extensive regulation by the FDA governing the development, testing, marketing and sale of our biopharmaceuticals. However, compliance with environmental laws is not a significant cost for the Company.

Table of Contents

Employees and Consultants

Dr. Dwain Irvin is our chief executive ~~officer,~~and ~~Neil J. Laird is our fractional chief~~ financial ~~officer~~office, and Dr. Christopher Wheeler is president of StemVax. We also rely on qualified consultants to perform specific functions that otherwise would require an employee. As we expand our business developments efforts, we plan to add staff and executive officers to respond to and assist with operations. We consider relations with our full and part-time employees and consultants to be good. To conserve cash, we have relied on equity grants to attract and retain key personnel and service providers.

Seasonality

Research and development in medicine has no seasonality to its operations.

Item 1A. Risk Factors.

We ~~have only recently refocused our business as a biopharmaceutical company and~~ currently have no revenues or products approved for sale and have limited staff and assets. In addition, we ~~have~~are ~~limited~~in ~~staff~~default under multiple loans and ~~assets~~have been sued to collect some of these obligations. ~~Our~~We ~~stock~~are ~~trades~~delinquent onwith ~~the~~our ~~OTC~~SEC QBfilings, ~~but~~and ~~trading~~our stock is ~~limited~~only ~~and~~eligible to ~~sporadic~~trade on the OTC for unsolicited orders. As a result of these and other factors, an investment in NovAccess is inherently speculative and risky.

~~Risks~~The new ~~Related~~administration under President Trump has recently significantly reduced cancer funding through the NIH, disrupted the leadership and focus of the FDA and this can bring significant ambiguity to ~~our~~the ~~Business~~future development of new cancer drugs and ~~Operations~~therapeutics and our ability to bring our assets to market.

WeRisks Related ~~do not have the funds needed~~ to ~~continue operations or repay~~ our ~~past~~Business ~~due~~and ~~debt.~~Operations

We ~~have outstanding debt of approximately $2.2 million, some of which is in default and past due, and we~~ do not have the funds toneeded ~~repay our debt. Although we have obtained extensions for the repayment of most of our obligations~~ to ~~February~~continue 29, 2024, if the pending financing transaction with Sumner Global does not close before then, we will be unable to make the required payments and will be in default of most of our loans. Many of these loans are convertible into shares of our common stock at a discount to the market price, which could cause significant dilution. In addition, we currently have no funds for operations. ~~If we do not obtain additional capital, we will be forced to cease operations and will be unable to develop our brain tumor treatment, pay our employees and consultants,~~ or ~~make~~repay ~~the filings required for~~ our ~~shares~~past todue ~~continue trading on the OTCQB~~debt.

We have ~~will~~been ~~need~~forced to ~~raise~~suspend ~~substantial~~operations due to a lack of funds. We have outstanding debt of approximately $2.3 million, onmuch anof ~~ongoing~~which is ~~basis~~in default and past due, and we do not have the funds to repay our debt. Although we have obtained extensions for ~~general~~the ~~corporate~~repayment ~~purposes~~of most ~~and~~of ~~operations~~our obligations to November 1, ~~including~~2025, if the pending financing transaction with VSI does not close before then, we will be unable to make the required payments and will be in default of most of our ~~clinical~~loans. ~~trials~~Many of these loans are convertible into shares of our common stock at a discount to the market price, which could cause significant dilution.

We will need ~~substantial~~to ~~additional~~raise ~~funding~~substantial funds, on an ongoing basis, in order to continue execution of our clinical trials, to move our product candidates towards commercialization, to continue prosecution and maintenance of our patent portfolio, to continue development and optimization of our manufacturing and distribution arrangements, and for ~~other~~general corporate purposes. Although we have entered into an agreement with Sumner Global to fund our immediate needs, we cannot guarantee that the Sumner transaction will close in time to allow us to continue operating. Any financing, if available, may include restrictive covenants and ~~provisions that could limit our ability to take certain actions~~operations, ~~preference~~including provisions for the investors, and/or discounts, warrants, anti-dilution rights, the provision of collateral, or other incentives. Any financing will involve issuance of equity and/or debt, and these issuances will be dilutive to existing shareholders. There can be no assurance that we will be able to complete any financing or that the terms will be acceptable. If we are unable to obtain additional funds on a timely basis or on acceptable terms, we may be required to curtail or cease some or all of our ~~operations~~clinical ~~at any time~~trials.

~~TLR-AD1~~We will isneed ~~our~~substantial ~~only~~additional ~~technology~~funding, inon an ongoing basis, to continue execution of our clinical trials, to move our product candidates towards commercialization, to continue prosecution and maintenance of our patent portfolio, to continue development and optimization of our manufacturing and distribution arrangements, and for other corporate purposes. Any financing, if available, may include restrictive covenants and provisions that could limit our ability to take certain actions, preference provisions for the investors, and/or discounts, warrants, anti-dilution rights, the provision of collateral, or other incentives. Any financing will involve issuance of equity and/or debt, and these issuances will be dilutive to existing shareholders. There can be no assurance that we will be able to complete any financing or that the terms will be acceptable. If we are unable to obtain additional funds on a timely basis or on acceptable terms, we may be required to curtail or cease some or all of our operations at any time.

~~Unlike many pharmaceutical companies that have a number of products in development, and which utilize many different technologies, we are currently dependent on the success of our~~ TLR-~~AD1~~AD1and IDH1 ~~platform~~are technology. While the TLR-AD1 technology has a wide scope of potential use and is embodied in several different product lines for different clinical situations, if the core TLR-AD1 technology is not effective or is toxic or is not commercially viable, our ~~business~~only ~~could~~assets ~~fail. Other technologies that could potentially provide alternative support for us are~~ in ~~pre-~~clinical development.

WeUnlike many pharmaceutical companies that have several products in development, and which utilize many different technologies, we are ~~likely~~currently dependent on the success of our TLR-AD1 platform technology and biomarkers of immunotherapy failure/success. While the TLR-AD1 technology has a wide scope of potential use and is embodied in several different product lines for different clinical situations, if the core TLR-AD1 technology is not effective or is toxic or is not commercially viable, our business could fail. Other technologies that could potentially provide alternative support for us are in pre-clinical development. Despite initially favorable clinical data on IDH1 as a biomarker of immunotherapy success, if we fail to ~~continue~~generate a clinically useful anti-IDH1 antibody or other means to ~~incur~~quantify ~~substantial~~it ~~losses~~within ~~and~~tumors, or ~~may~~if ~~never~~its ~~achieve~~use ~~profitability~~fails to significantly predict glioblastoma clinical outcomes after TLR-AD1 administration to larger groups of patients prospectively, our trials could require many more patients, rendering them more costly without guaranteed efficacy. This could ultimately promote failure of our business as well.

We ~~have a history of losses, and if we~~ are ~~not~~likely ~~successful~~to incontinue ~~commercializing~~to ~~our~~incur ~~products,~~substantial welosses and may never achieve ~~or sustain~~ profitability.

4We have a history of losses, and if we are not successful in commercializing our products, we may never achieve or sustain profitability.

~~Table of Contents~~4

~~Our~~Table ~~auditors~~of ~~have issued a “going concern” audit opinion.~~Contents

~~Management has determined and our independent~~ Our auditors have ~~indicated~~issued ~~in their report on our September 30, 2023 financial statements that there is substantial doubt about our ability to continue as~~ a ~~going concern. A~~ “going concern” ~~opinion~~audit indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concernopinion. Therefore, you should not rely on our consolidated balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be available for distribution to shareholders, in the event of liquidation.

~~Our~~Management has ~~management~~determined and our independent auditors have ~~previously~~indicated ~~identified~~in ~~certain~~their ~~internal~~report ~~control~~on ~~deficiencies~~our ~~which~~September ~~were~~30, ~~considered~~2024, byfinancial statements that there is substantial doubt about our ~~management~~ability to continue as a going concern. A “going concern” opinion indicates that the financial statements have been prepared assuming we will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result if we do not continue as a going concern. Therefore, you should not rely on our ~~independent~~consolidated ~~auditor~~balance sheet as an indication of the amount of proceeds that would be available to satisfy claims of creditors, and potentially be ~~material~~available ~~weaknesses~~for distribution to shareholders, in the event of liquidation.

InOur management ~~connection~~and ~~with~~our ~~the~~independent ~~preparation~~auditors ofhave ~~our~~previously ~~financial~~identified ~~statements~~certain ~~for~~internal ~~the~~control ~~year~~deficiencies ~~ended~~which ~~September~~were ~~30,~~considered ~~2022,~~by our management and our independent auditor ~~identified~~to abe ~~certain internal control deficiency that, in the aggregate, represented~~ material weaknesses. This was remediated in the year ended September 30, 2023. Although we did not identify any material weaknesses as of September 30, 2023. if we do not successfully maintain a strong controlled environment this could lead to heightened risk for financial reporting mistakes and irregularities, and/or lead to a loss of public confidence in our internal controls that could have a negative effect on the market price of our common stock.

AsIn connection with the preparation of our financial statements for the year ended September 30, 2022, our management and our independent auditor identified a ~~company~~certain ~~with~~internal control deficiency that, in the aggregate, represented material weaknesses. This was remediated in the year ended September 30, 2023. Although we did not identify any material weaknesses as of September 30, 2023. if we do not successfully maintain a ~~novel~~strong ~~technology~~controlled ~~and~~environment ~~unproven~~this ~~business~~could ~~strategy~~lead to heightened risk for financial reporting mistakes and irregularities, anand/or lead ~~evaluation~~to a loss of public confidence in our ~~business~~internal ~~and~~controls ~~prospects~~that iscould ~~difficult~~have a negative effect on the market price of our common stock.

WeAs a ~~are~~company ~~still~~with ina ~~the process of developing our product candidates through clinical trials and pre-clinical development. Our platform technology is~~ novel ~~and involves mobilizing the immune system to fight a patient’s cancer. Immune therapies have been pursued by many parties for decades and have experienced many failures. In addition, our~~ technology ~~involves personalized treatment products, a new approach to medical products that involves new product economics~~ and unproven business ~~strategies~~strategy, ~~which~~an ~~have~~evaluation ~~not yet been shown to be commercially feasible or successful. We have not yet gone through the scale-up~~ of our ~~operations to commercial scale. The novelty of our technology, product economics, and~~ business ~~strategy,~~ and ~~the limited scale of our operations to date, makes it difficult to assess our~~ prospects ~~for~~is ~~generating revenues commercially in the future~~difficult.

We are ~~will~~still ~~need~~in tothe ~~expand~~process of developing our ~~management~~product candidates through clinical trials and ~~technical~~pre-clinical ~~personnel~~development. asOur platform technology is novel and involves mobilizing the immune system to fight a patient’s cancer. Immune therapies have been pursued by many parties for decades and have experienced many failures. In addition, our ~~operations~~technology ~~progress~~involves personalized treatment products, a new approach to medical products that involves new product economics and webusiness ~~may~~strategies, which have not yet been shown to be ~~able~~commercially feasible or successful. We have not yet gone through the scale-up of our operations to ~~recruit~~commercial ~~such~~scale. ~~additional~~The ~~personnel~~novelty of our technology, product economics, and~~/or~~ ~~retain~~business ~~existing~~strategy, ~~personnel~~and the limited scale of our operations to date, makes it difficult to assess our prospects for generating revenues commercially in the future. While the use of mutant and non-mutated IDH1 as biomarkers of immunotherapy failure and success, respectively, fit better into conventional diagnostics business models, the lack of proprietary materials, discrete commercialization plans, and limited information on expansion to applications beyond glioblastoma also makes evaluation of their contribution to our business prospects difficult.

~~As of September 30, 2023, we had only one full-time employee, our CEO. Other personnel are retained on a consulting or contractor basis.~~ We will ~~are~~need ato ~~small~~expand ~~company with limited resources,~~ our ~~business~~management ~~prospects~~and ~~are~~technical ~~uncertain~~personnel ~~and~~as our ~~stock~~operations ~~price is volatile. For some or all of such reasons~~progress, and we may not be able to recruit ~~all~~such ~~the management, technical and other~~ additional personnel ~~we need,~~ and/or ~~we may not be able to~~ retain ~~our~~ existing personnel. ~~In that event, we may have to continue our operations with a small team of personnel, and our business and financial results may suffer.~~

WeAs of ~~will~~September ~~rely~~30, on2024, ~~third~~we had only one full-~~party~~time ~~contract~~employee, ~~manufacturers~~our ~~and~~CEO. ~~may~~Other bepersonnel atare ~~risk~~retained ~~for~~on ~~issues~~a consulting or contractor basis. We are a small company with ~~manufacturing~~limited ~~agreements~~resources, ~~capacity~~our ~~limitations~~business prospects are uncertain, ~~supply~~and ~~disruptions~~our stock price is volatile. For some or all of such reasons, we may not be able to recruit all the management, technical and other personnel we need, and/or ~~issues~~we may not be able to retain our existing personnel. In that event, we may have to continue our operations with ~~product~~a ~~equivalency~~small team of personnel, and our business and financial results may suffer.

We will rely ~~upon~~on ~~specialized~~third-party contract manufacturers, ~~operating in specialized GMP (clean room) manufacturing facilities, to produce our vaccine products. We will need to enter into new contractual agreements for manufacturing our vaccine,~~ and may ~~encounter~~be ~~difficulties~~at ~~obtaining~~risk ~~these~~for ~~agreements,~~issues orwith ~~the~~manufacturing ~~terms of such~~ agreements ~~may not be favorable. In addition~~, ~~after these contracts are in place, the third-party contractors may have~~ capacity limitations, ~~and/or~~ supply disruptions, ~~and as a client we may not be able to prevent such limitations~~ or ~~disruptions,~~issues ~~and~~with ~~not~~product ~~be able to control or mitigate the impact on our programs~~equivalency. In an attempt to mitigate manufacturing risks, we have engaged a well-established global clinical manufacturing organization (CMO) experienced in both dendritic cell immunotherapy manufacturing and historic collaborations on TLR-AD1 precursor therapies at Cedars-Sinai. This, however, does not completely eliminate potential manufacturing risks, as outlined below.

5We will rely upon specialized contract manufacturers, operating in specialized GMP (clean room) manufacturing facilities, to produce our vaccine products. We will need to enter into new contractual agreements for manufacturing our vaccine, and may encounter difficulties obtaining these agreements, or the terms of such agreements may not be favorable. In addition, after these contracts are in place, the third-party contractors may have capacity limitations and/or supply disruptions, and as a client we may not be able to prevent such limitations or disruptions and not be able to control or mitigate the impact on our programs. To mitigate manufacturing risks, we previously engaged a well-established global clinical manufacturing organization (CMO) experienced in both dendritic cell immunotherapy manufacturing and historic collaborations on TLR-AD1 precursor therapies at Cedars-Sinai. This, however, does not eliminate potential manufacturing risks, as outlined below. Similarly, for IDH1, we are in the very early stages of engagement with a prominent CLIA laboratory with substantial experience in tissue analysis for diagnostic use, but this does not completely eliminate potential diagnostic materials manufacturing, scale up, prioritization, and implementation risks as outlined below.

~~Table of Contents~~5

~~Problems~~Table ~~with the manufacturing facilities, processes or operations~~ of our contract manufacturer(s) could result in a failure to produce, or a delay in producing adequate supplies of our immunotherapy products. A number of factors could cause interruptions or delays, including the inability of a supplier to provide raw materials, equipment malfunctions or failures, damage to a facility due to natural disasters or otherwise, changes in FDA regulatory requirements or standards that require modifications to our manufacturing processes, action by the FDA or by us that results in the halting or slowdown of production of components or finished products due to regulatory issues, our manufacturers going out of business or failing to produce product as contractually required, insufficient technical personnel and/or specialized facilities to produce sufficient products, and/or other factors. A number of factors could also cause possible issues about the equivalency of immunotherapy product produced in different facilities or locations, which could make it necessary for us to perform additional studies and incur additional costs and delays. Because manufacturing processes for our immunotherapy is highly complex, require specialized facilities (dedicated exclusively immunotherapy production) and personnel that are not widely available in the industry, involve equipment and training with long lead times, and are subject to lengthy regulatory approval processes, alternative qualified production capacity may not be available on a timely basis or at all. Difficulties, delays or interruptions in the manufacturing and supply and delivery of our TLR-AD1 product candidates could require us to stop enrolling new patients into clinical trials, and/or require us to stop the trials or other programs, stop the treatment of patients in the trials or other programs, increase our costs, damage our reputation and, if our product candidates are approved for sale, cause us to lose revenue or market share if our manufacturers are unable to timely meet market demands.Contents

~~The~~Problems with the manufacturing facilities, processes or operations of our contract manufacturer(s) could result in a failure to produce, or a delay in producing adequate supplies of our immunotherapy products. A number of factors could cause interruptions or delays, including the inability of a supplier to provide raw materials, equipment malfunctions or failures, damage to a facility due to natural disasters or otherwise, changes in FDA regulatory requirements or standards that require modifications to our manufacturing processes, action by the FDA or by us that results in the halting or slowdown of production of components or finished products due to regulatory issues, our manufacturers going out of business or failing to produce product ~~candidates~~as ~~will~~contractually ~~have~~required, insufficient technical personnel and/or specialized facilities to beproduce ~~greatly~~sufficient ~~scaled~~products, upand/or other factors. A number of factors could also cause possible issues about the equivalency of immunotherapy or biomarker products produced in different facilities or locations, which could make it necessary for us ~~commercialization~~to perform additional studies and incur additional costs and delays. Because manufacturing processes for our immunotherapy is highly complex, require specialized facilities (dedicated exclusively immunotherapy production) and wepersonnel dothat are not ~~have~~widely ~~this~~available in ~~type~~the industry, involve equipment and training with long lead times, and are subject to lengthy regulatory approval processes, alternative qualified production capacity may not be available on a timely basis or at all. Difficulties, delays or interruptions in the manufacturing and supply and delivery of ~~experience~~our TLR-AD1 and IDH1 biomarker product candidates could require us to stop enrolling new patients into clinical trials, and/or require us to stop the trials or other programs, stop the treatment of patients in the trials or other programs, increase our costs, damage our reputation and, if our product candidates are approved for sale, cause us to lose revenue or market share if our manufacturers are unable to timely meet market demands.

As is the case with any clinical trial, our Phase II clinical trial of TLR-AD1 for glioblastoma involves a number of patients that is a small fraction of the number of potential patients for whom TLR-AD1 may be applicable in the commercial market. The manufacturing ~~same will be true~~ of our ~~other clinical programs with TLR-AD1 or other TLR-AD1~~ product candidates. ~~If our TLR-AD1 and/or other TLR-AD1 product candidates are approved for commercial sale, it~~ will behave ~~necessary~~ to be greatly ~~scale~~scaled up ~~the~~for ~~volume of manufacturing~~commercialization, ~~far~~and ~~above~~we ~~the level needed for clinical trials. We~~ do not have ~~experience with~~ this ~~kind~~type of ~~scale-up. In addition, there are likely only a few consultants or advisors in the industry who have such~~ experience and can provide guidance or assistance, because active immune therapies such as TLR-AD1 are a fundamentally new category of product in two major ways: these active immune therapy products consist of living cells, not chemical or biologic compounds, and the products are personalized. To our knowledge, very few of these products have successfully completed the necessary scale-up for commercialization. For example, Dendreon Corporation encountered substantial difficulties trying to scale up the manufacturing of its Provenge® product for commercialization. To our knowledge, even the CAR-T products which are being commercialized have so far only scaled up to moderate product volumes.

~~The~~As is ~~necessary~~the ~~specialized~~case ~~facilities~~with any clinical trial, ~~equipment~~our ~~and~~Phase ~~personnel~~II clinical trial of TLR-AD1 for glioblastoma involves a number of patients that is a small fraction of the number of potential patients for whom TLR-AD1 may ~~not~~be applicable in the commercial market. The same will be ~~available~~true of our other clinical programs with TLR-AD1, other TLR-AD1 product candidates, or ~~obtainable~~IDH1 products and candidates. If our TLR-AD1, other TLR-AD1, and IDH1 product candidates are approved for commercial sale, it will be necessary to greatly scale up the volume of manufacturing, far above the level needed for clinical trials. We do not have experience with this kind of scale-up. In addition, for TLR-AD1 there are likely only a few consultants or advisors in the industry who have such experience and can provide guidance or assistance, because active immune therapies such as TLR-AD1 are a fundamentally new category of product in two major ways: these active immune therapy products consist of living cells, not chemical or biologic compounds, and the products are personalized. To our knowledge, very few of these products have successfully completed the necessary scale-up for commercialization. For example, Dendreon Corporation encountered substantial difficulties trying to scale up the manufacturing of its Provenge® product for commercialization. To our knowledge, even the CAR-T products which are being commercialized have so far only scaled up to moderate product ~~candidates~~volumes. Although the nature of IDH1 biomarker products renders them subject to fewer scale up challenges, we will be reliant on third-party engagement for their scale up as well.

The necessary ~~manufacture of living cells requires~~ specialized facilities, equipment and personnel ~~which~~may ~~are~~not ~~entirely~~be ~~different~~available ~~than what is required for the manufacturing of chemical~~ or ~~biologic~~obtainable ~~compounds. Scaling up the manufacturing of living cell products to volume levels required~~ for ~~commercialization will require enormous amounts of these specialized facilities, equipment and personnel, especially where, as in~~ the ~~case of our TLR~~scale-~~AD1~~up ~~product candidates, the product is personalized and must be made for each patient individually. Since living cell products are so new, and have barely begun to reach commercialization, the supply~~ of ~~the~~manufacturing ~~specialized facilities and personnel needed for them is not widely available and therefore is in the process~~ of being developed. However, there has been a sharp increase in the demand for these specialized facilities and personnel, as large numbers of companies seek to develop T cell and other immune cell products. It may not be possible for us or our ~~manufacturers to obtain all of the specialized facilities and personnel needed for commercialization of our TLR-AD1~~ product candidates~~, or even for further sizeable trials~~. ~~This could delay or halt our commercialization and/or further substantial trials.~~

~~Our~~The manufacture ~~technology~~of living cells requires specialized facilities, equipment and personnel which are entirely different than what is ~~novel~~required for the manufacturing of chemical or biologic compounds. Scaling up the manufacturing of living cell products to volume levels required for commercialization will require enormous amounts of these specialized facilities, ~~involves~~equipment ~~complex~~and personnel, especially where, as in the case of our TLR-AD1 product candidates, the product is personalized and must be made for each patient individually. Since living cell products are so new, and have barely begun to reach commercialization, the supply of the specialized facilities and personnel needed for them is not widely available and therefore is in the process of being developed. However, there has been a sharp increase in the demand for these specialized facilities and personnel, as large numbers of companies seek to develop T cell and other immune ~~system~~cell ~~elements~~products. Similarly, although manufacture of biologics for tissue analysis is more straight forward and tested, it still requires specialized facilities, equipment and personnel. It may not ~~prove~~be possible for us or our manufacturers to beobtain ~~effective~~all of the specialized facilities and personnel needed for commercialization of our TLR-AD1 and IDH1 product candidates, or even for further sizeable trials. This could delay or halt our commercialization and/or further substantial trials.

~~Data~~Our technology ~~already~~is ~~obtained~~novel, orinvolves incomplex the future obtained, from pre-clinical studies and clinical trials do not necessarily predict the results that will be obtained from later pre-clinical studies and clinical trials. Over the course of several decades, there have been many different immune therapy product designs and many product failures and company failures. While at least 35 immune checkpoint inhibitors have been approved for cancer by FDA, these carry serious potential side effects relative to personalized immunotherapies, and for unknown reasons have been ineffective in Glioblastoma. To our knowledge, to date very few personalized active immune therapies have been approved by the FDA, including one dendritic cell therapy and our CAR-T cell therapies. The human immune system ~~is complex, with many diverse~~ elements, and the state of scientific understanding of the immune system is still limited. Some immune therapies previously developed by other parties showed surprising and unexpected toxicity in clinical trials. Other immune therapies developed by other parties delivered promising results in early clinical trials, but failed in later stage clinical trials. Although we believe the results from our animal studies of TLR-AD1 for newly diagnosed glioblastoma were quite positive, those results may not beprove ~~achieved~~to inbe ~~our later stage clinical trials~~effective.

6Data already obtained, or in the future obtained, from pre-clinical studies and clinical trials do not necessarily predict the results that will be obtained from later pre-clinical studies and clinical trials. Over the course of several decades, there have been many different immune therapy and immune analysis product designs and many product failures and company failures. While at least 35 immune checkpoint inhibitors have been approved for cancer by FDA, these carry serious potential side effects relative to personalized immunotherapies, and for unknown reasons have been ineffective in Glioblastoma. To our knowledge, to date very few personalized active immune therapies have been approved by the FDA, including one dendritic cell therapy and our CAR-T cell therapies. The human immune system is complex, with many diverse elements, and the state of scientific understanding of the immune system is still limited. Some immune therapies previously developed by other parties showed surprising and unexpected toxicity in clinical trials. Moreover, numerous biomarkers of immunotherapy failure or success have been examined, with many proving highly variable depending on clinical context or applications. Although we believe the results from our animal studies of TLR-AD1 for newly diagnosed glioblastoma were quite positive, as were animal and clinical studies of mutated and non-mutated IDH1, those results may not be achieved in our later stage clinical trials.

~~Table of Contents~~6

~~Clinical~~Table ~~trials~~of ~~for our product candidates are expensive and time consuming, and their outcome is uncertain.~~Contents

~~The~~Clinical trials ~~process of obtaining and maintaining regulatory approvals~~ for ~~new~~our ~~therapeutic~~product ~~products~~candidates isare expensive, ~~lengthy~~ and uncertain. Costs and timing of clinical trials may vary significantly over the life of a project owing to any or all of the following non-exclusive reasons: the duration of the clinical trial; the number of sites included in the trials; the countries in which the trial is conducted; the length of time ~~required~~consuming, and ability to enroll eligible patients; the number of patients that participate in the trials; the number of doses that patients receive; the drop-out or discontinuation rates of patients; per patient trial costs; third-party contractors failing to comply with regulatory requirements or meet their ~~contractual~~outcome ~~obligations~~is to us in a timely manner; our final product candidates having different properties in humans than in laboratory testing; the need to suspend or terminate our clinical trials; insufficient or inadequate supply or quality of necessary materials to conduct our trials; potential additional safety monitoring, or other conditions required by the FDA regarding the scope or design of our clinical trials, or other studies requested by regulatory agencies; problems engaging independent review boards, or IRBs, to oversee trials or in obtaining and maintaining IRB approval of studies; the duration of patient follow-up; the efficacy and safety profile of a product candidate; the costs and timing of obtaining regulatory approvals; and the costs involved in enforcing or defending patent claims or other intellectual property rightsuncertain.

~~Late-stage~~The process ~~clinical~~of ~~trials,~~obtaining ~~(e.g.,~~and ~~Phase~~maintaining ~~III~~regulatory ~~clinical~~approvals ~~trials)~~ for ~~glioblastoma~~new ~~patients,~~therapeutic ~~are~~products ~~especially~~is expensive, ~~typically~~lengthy ~~requiring~~and ~~tens~~uncertain. orCosts ~~hundreds~~and timing of ~~millions~~clinical oftrials ~~dollars,~~may ~~and~~vary ~~take~~significantly ~~years~~over tothe ~~reach~~life ~~their~~of ~~outcomes.~~a ~~These~~project ~~outcomes~~owing ~~often fail~~ to ~~reproduce~~any ~~the~~or ~~results~~all of ~~earlier~~the ~~trials.~~following Itnon-exclusive isreasons: the ~~often~~duration ~~necessary~~of tothe ~~conduct~~clinical ~~multiple~~trial; ~~late-stage~~the ~~trials~~number ~~(including~~of ~~multiple~~sites ~~Phase~~included ~~III trials)~~ in ~~order~~the totrials; ~~obtain~~the ~~sufficient~~countries ~~results~~in towhich ~~support~~the ~~product~~trial ~~approval,~~is ~~which~~conducted; ~~further~~the ~~increases~~length of ~~the~~time ~~expense~~required and ~~time~~ability ~~involved.~~to ~~Sometimes~~enroll ~~trials~~eligible ~~are~~patients; ~~further~~the ~~complicated~~number byof ~~changes~~patients inthat ~~requirements~~participate ~~while~~in the trials; ~~are~~the ~~under~~number ~~way~~of ~~(for~~doses that ~~example,~~patients ~~when~~receive; the ~~standard~~drop-out or discontinuation rates of ~~care~~patients; ~~changes~~per ~~for~~patient ~~the~~trial ~~disease~~costs; ~~that~~third-party iscontractors ~~being~~failing ~~studied~~to comply inwith ~~the~~regulatory ~~trial,~~requirements or ~~when~~meet ~~there~~their ~~are~~contractual ~~changes~~obligations to us in ~~the~~a ~~scientific~~timely ~~understanding~~manner; ofour ~~the~~final ~~disease~~product orcandidates ~~the~~having different ~~treatment,~~properties ~~and/or~~in ~~changes~~humans than in laboratory testing; the ~~competitive~~need ~~landscape.)~~to ~~There~~suspend ~~has~~or ~~been~~terminate aour ~~very~~clinical ~~large~~trials; ~~proliferation~~insufficient or inadequate supply or quality of ~~new~~necessary ~~treatments~~materials into ~~various~~conduct ~~stages~~our oftrials; ~~development~~potential additional safety monitoring, asor ~~well~~other asconditions ~~some~~required by ~~new~~the ~~product~~FDA ~~approvals,~~regarding ~~for~~the ~~brain~~scope ~~cancer.~~or ~~Any~~design of our ~~current~~clinical trials, or ~~future~~other ~~product~~studies ~~candidates~~requested ~~could~~by ~~take~~regulatory aagencies; ~~significantly~~problems ~~longer~~engaging independent ~~time~~review toboards, ~~gain~~or ~~regulatory~~IRBs, ~~approval~~to ~~than~~oversee wetrials ~~expect,~~ or ~~may~~in ~~never~~obtaining ~~gain~~and maintaining IRB approval, ~~either~~of studies; the duration of ~~which~~patient follow-up; ~~could~~the ~~delay~~efficacy orand ~~stop~~safety profile of a product candidate; the ~~commercialization~~costs and timing of ~~our~~obtaining ~~TLR-AD1~~regulatory ~~product~~approvals; ~~candidates~~and the costs involved in enforcing or defending patent claims or other intellectual property rights.

WeLate-stage clinical ~~have~~trials, ~~limited~~(e.g., ~~experience~~Phase inIII ~~conducting~~clinical ~~and~~trials) ~~managing~~for ~~clinical~~glioblastoma ~~trials~~patients are especially expensive, typically requiring tens or ~~collecting~~hundreds of millions of dollars, ~~confirming~~and take years to reach their outcomes. These outcomes often fail to reproduce the results of earlier trials. It is often necessary to conduct multiple late-stage trials (including multiple Phase III trials) to obtain sufficient results to support product approval, which further increases the expense and ~~analyzing~~time involved. Sometimes trials are further complicated by changes in requirements while the trials are under way (for example, when the standard of care changes for the disease that is being studied in the trial, ~~data~~or when there are changes in the scientific understanding of the disease or the treatment, and/or wechanges ~~rely~~in onthe ~~third~~competitive ~~parties~~landscape.) There has been a very large proliferation of new treatments in various stages of development, as well as some new product approvals, for brain cancer. Any of our current or future product candidates could take a significantly longer time to ~~conduct~~gain ~~these~~regulatory ~~activities~~approval than we expect, or may never gain approval, either of which could delay or stop the commercialization of our TLR-AD1 and IDH1 product candidates.

We have ~~rely~~limited onexperience ~~third parties to assist us, on a contract services basis,~~ in ~~managing and monitoring all of our clinical trials as well as the collection, confirmation and analysis of the trial data. We do not have experience~~ conducting ~~Phase III clinical trials, or collecting, validating~~ and ~~analyzing trial data by ourselves without third party service firms, nor do we have experience in supervising such third parties in~~ managing ~~multi-hundred patient~~ clinical trials, ~~and~~or collecting, ~~validating~~confirming and analyzing ~~the data for a Phase III~~ trial ~~for glioblastoma. Our lack of experience and/or our reliance on these third-party service firms may result in delays or failure to complete these trials and/or the~~ data ~~collection~~, ~~validation~~ and ~~analyses~~we ~~successfully~~rely or on ~~time. If the~~ third parties ~~fail~~ to ~~perform,~~conduct wethese ~~may not be able to find sufficient alternative suppliers of those services in a reasonable time, or on commercially reasonable terms, if at all~~activities.

We will rely on third parties to assist us, on a contract services basis, in managing and monitoring all of our clinical trials as well as the collection, confirmation and analysis of the trial data. We do not have experience conducting Phase III clinical trials, or collecting, validating and analyzing trial data by ourselves without third party service firms, nor do we have experience in supervising such third parties in managing multi-hundred patient clinical trials, and collecting, validating and analyzing the data for a Phase III trial for glioblastoma. Our lack of experience and/or our reliance on these third-party service firms may result in delays or a failure to complete these trials and/or the data collection, validation and analyses successfully or on time. If the third parties fail to ~~comply~~perform, ~~with~~we ~~regulatory~~may not ~~requirements~~be able to find sufficient alternative suppliers of those services in a reasonable time, or on commercially reasonable terms, if at all.

~~Our~~We may ~~success~~fail ~~will be dependent upon our ability, and our collaborative partners’ abilities,~~ to ~~maintain compliance with regulatory requirements in multiple countries, including current good manufacturing practices, or cGMP, and safety reporting obligations. The failure to~~ comply with ~~applicable~~ regulatory requirements can result in, among other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications, recalls or seizures of products, operating and production restrictions and criminal prosecutions.

~~Regulatory~~Our success ~~approval~~will ofbe dependent upon our ~~product~~ability, ~~candidates~~and ~~may~~our becollaborative ~~withdrawn~~partners’ atabilities, ~~any~~to ~~time~~maintain compliance with regulatory requirements in multiple countries, including current good manufacturing practices, or cGMP, and safety reporting obligations. The failure to comply with applicable regulatory requirements can result in, among other things, fines, injunctions, civil penalties, total or partial suspension of regulatory approvals, refusal to approve pending applications, recalls or seizures of products, operating and production restrictions and criminal prosecutions.

~~After any regulatory~~ Regulatory approval ~~has been obtained for medical products (including any early or conditional approval), the product and the manufacturer are subject to continual review, including the review~~ of ~~adverse experiences and clinical results that are reported after~~ our ~~products~~product ~~are~~candidates ~~made~~may ~~available to patients, and there can~~ be ~~no assurance that approval will not be~~ withdrawn orat ~~restricted.~~any Regulators may also subject approvals to restrictions or conditions or impose post-approval obligations on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled. If post-approval studies are required, these studies may involve significant time ~~and expense~~.

7After any regulatory approval has been obtained for medical products (including any early or conditional approval), the product and the manufacturer are subject to continual review, including the review of adverse experiences and clinical results that are reported after our products are made available to patients, and there can be no assurance that approval will not be withdrawn or restricted. Regulators may also subject approvals to restrictions or conditions or impose post-approval obligations on the holders of these approvals, and the regulatory status of such products may be jeopardized if such obligations are not fulfilled. If post-approval studies are required, these studies may involve significant time and expense.

~~Table of Contents~~7

~~The~~Table ~~manufacturer and manufacturing facilities we use to make any~~ of ~~our products will also be subject to periodic review and inspection by the FDA or other regulators.~~Contents

The ~~discovery of any new or previously unknown problems with the product,~~ manufacturer orand ~~facility~~manufacturing ~~may~~facilities ~~result~~we inuse ~~restrictions~~to onmake ~~the~~any ~~product or manufacturer or facility, including withdrawal~~ of ~~the~~our ~~product~~products ~~from the market. We~~ will ~~continue~~also to be subject to ~~the~~periodic ~~FDA~~review and ~~other~~inspection ~~regulatory requirements governing~~ by the ~~labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the~~ FDA or other ~~regulator had approved~~regulators. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, restriction, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.

WeThe discovery of any new or previously unknown problems with the product, manufacturer or facility may ~~not~~result in restrictions on the product or manufacturer or facility, including withdrawal of the product from the market. We will continue to be ~~successful~~subject into ~~negotiating~~the ~~reimbursement~~FDA and other regulatory requirements governing the labeling, packaging, storage, advertising, promotion, recordkeeping, and submission of safety and other post-market information for all of our product candidates, even those that the FDA or other regulator had approved. If we fail to comply with applicable continuing regulatory requirements, we may be subject to fines, restriction, suspension or withdrawal of regulatory approval, product recalls and seizures, operating restrictions and other adverse consequences.

If our TLR-AD1 product obtains regulatory approval, commercialization will be difficult and may not be feasible unless we obtain coverage by health insurance and/or national health systems for reimbursement of our product price. Obtaining coverage by health insurance and/or national health systems will be difficult, and we do not have experience with this process. Our TLR-AD1 product is a fully personalized, individual product and, as a result, is expected to be expensive. In addition, our TLR-AD1 product involves a cost structure (with much of the costs upfront, in connection with the manufacturing of the personalized TLR-AD1 product for a patient) that is different than traditional drugs and may require different reimbursement arrangements. These factors may make our negotiations for reimbursement more difficult. We may not be successful in negotiating ~~or obtaining~~ reimbursement ~~or obtaining it on acceptable or viable terms~~.

~~Our~~If any of our TLR-AD1 and/or IDH1 products obtains regulatory approval, commercialization will be difficult and may not be feasible unless we obtain coverage by health insurance and/or national health systems for reimbursement of our product ~~candidates~~price. Obtaining coverage by health insurance and/or national health systems will ~~require~~be difficult, and we do not have experience with this process. Our TLR-AD1 product is a fully ~~different~~personalized, ~~distribution~~individual ~~model~~product ~~than~~and, ~~conventional~~as ~~therapeutic~~a ~~products~~result, is expected to be expensive. In addition, our TLR-AD1 and ~~this~~IDH1 ~~may~~products ~~impede~~involves a ~~commercialization~~cost structure (with much of ~~our~~the costs upfront, in connection with the manufacturing of the IDH1 biomarker materials, plus personalized TLR-AD1 product ~~candidates~~for a patient) that is different than traditional drugs and may require different reimbursement arrangements. These factors may make our negotiations for reimbursement more difficult. We may not be successful in negotiating or obtaining reimbursement or obtaining it on acceptable or viable terms.

Our ~~TLR-AD1~~ product candidates ~~consist~~will ofrequire ~~living~~a ~~human immune cells. Such products are entirely~~ different ~~from chemical or biologic drugs, and require different handling,~~ distribution ~~and~~model ~~delivery~~ than ~~chemical~~conventional ortherapeutic ~~biologic drugs. One crucial difference is that the biomaterial ingredients (immune cells and tumor tissue) from which we make TLR-AD1~~ products and the finished TLR-AD1 products themselves are subject to time constraints in the shipping and handling. The biomaterial ingredients come from the medical centers to the manufacturing facility fresh and not frozen, and ~~must~~this ~~arrive within a certain window of time and in usable condition. Performance failures by the medical center or the courier company can result in biomaterials that are not usable, in which case it~~ may ~~not~~impede ~~be possible to make TLR-AD1 product for the patient involved. The finished TLR-AD1 products are frozen, and must remain frozen throughout the process~~ commercialization of ~~distribution~~our ~~and delivery to the medical center or physician’s office, until the time of administration to the patient, and cannot be handled at room temperature until then or their viability will be lost. Each~~ product ~~shipment for each patient must be tracked and managed individually~~candidates. For all of these reasons, among others, we will not be able to simply use the distribution networks and processes that already exist for conventional drugs. It may take time for shipping companies, hospitals, pharmacies and physicians to adapt to the requirements for handling, distribution and delivery of these products, which may adversely affect our commercialization.

WeOur TLR-AD1 ~~lack~~product ~~sales~~candidates consist of living human immune cells. Such products are entirely different from chemical or biologic drugs, and ~~marketing~~require ~~experience~~different handling, distribution and ~~our~~delivery than chemical or biologic drugs. One crucial difference is that the biomaterial ingredients (immune cells and tumor tissue) from which we make TLR-AD1 products and the finished TLR-AD1 products themselves are subject to time constraints in shipping and handling. The biomaterial ingredients come from the medical centers to the manufacturing facility fresh and not frozen and must arrive within a certain window of time and in usable condition. Performance failures by the medical center or the courier company can result in biomaterials that are not usable, in which case it may not be possible to make TLR-AD1 product ~~candidates~~for the patient involved. The finished TLR-AD1 products are frozen and must remain frozen throughout the process of distribution and delivery to the medical center or physician’s office, until the time of administration to the patient, and cannot be handled at room temperature until then or their viability will ~~require~~be ~~different~~lost. ~~marketing~~Each product shipment for each patient must be tracked and ~~sales~~managed ~~methods~~individually. For all of these reasons, among others, we will not be able to simply use the distribution networks and ~~personnel~~processes ~~than~~that already exist for conventional drugs. ~~therapeutic~~It may take time for shipping companies, hospitals, pharmacies and physicians to adapt to the requirements for handling, distribution and delivery of these products, which may adversely affect our commercialization.

~~The commercial success of any of our product candidates will depend upon the strength of our sales and marketing efforts.~~ We lack ~~do not have a marketing or~~ sales ~~force~~ and ~~have no experience in~~ marketing ~~or sales of products like our lead product~~experience, ~~TLR-AD1~~and ~~for glioblastoma, or~~ our ~~additional products. To fully commercialize our~~ product candidates, we will ~~need~~require todifferent ~~recruit and train~~ marketing ~~staff~~ and a sales ~~force~~methods ~~with technical expertise~~ and ~~ability~~personnel to manage the distribution of our TLR-AD1 for glioblastoma. As an alternative, we could seek assistance from a corporate partner or a third-party services firm with a large distribution system and a large direct sales force. However, since our TLR-AD1 products are living cell, immune therapy products, and these are a fundamentally new and different type of product than conventional ~~are~~therapeutic ~~on the market today, we would still have to train our partner’s or such services firm’s personnel about our~~ products ~~and would have to make changes in their distribution processes and systems to handle our products~~. We may be unable to recruit and train effective sales and marketing forces or our own, or of a partner or a services firm, and/or doing so may be more costly and difficult than anticipated. These factors may result in significant difficulties in commercializing our product candidates, and we may be unable to generate significant revenues.

8The commercial success of any of our product candidates will depend upon the strength of our sales and marketing efforts. We do not have a marketing or sales force and have no experience in marketing or sales of products like our lead product, TLR-AD1 for glioblastoma, or our additional products such as IDH1 immunotherapy biomarkers. To fully commercialize our product candidates, we will need to recruit and train marketing staff and a sales force with technical expertise and ability to manage the distribution of our TLR-AD1 and IDH1 biomarkers for glioblastoma. As an alternative, we could seek assistance from a corporate partner or a third-party services firm with a large distribution system and a large direct sales force. However, since our TLR-AD1 products are living cell, immune therapy products, and these are a fundamentally new and different type of product than are on the market today, we would still have to train our partner’s or such services firm’s personnel about our products and would have to make changes in their distribution processes and systems to handle our products. We may be unable to recruit and train effective sales and marketing forces of our own, or of a partner or a services firm, and/or doing so may be more costly and difficult than anticipated. These factors may result in significant difficulties in commercializing our product candidates, and we may be unable to generate significant revenues.

~~Table of Contents~~8

~~The~~Table ~~availability and amount~~ of ~~potential reimbursement for our product candidates by government and private payers is uncertain and may be delayed or inadequate.~~Contents

The availability and ~~extent~~amount of ~~reimbursement~~potential ~~by governmental and private payers is essential for most patients to be able to afford expensive treatments, such as cancer treatments. In the United States, the principal decisions about~~ reimbursement for ~~new~~our ~~medicines~~product ~~are~~candidates ~~typically made~~ by ~~the~~government ~~Centers for Medicare & Medicaid Services, or CMS, an agency within the U.S. Department of Health~~ and ~~Human~~private ~~Services, as CMS decides whether and to what extent a new medicine will be covered and reimbursed under Medicare. Private~~ payers ~~tend to follow CMS to a substantial degree. It~~ is ~~difficult~~uncertain to predict what CMS will decide with respect to reimbursement for fundamentally novel products like ours, as there have been very few products similar to ours to date. We are aware of only a few active immune therapies that have reached the stage of reimbursement decision making processes, including one dendritic cell therapy and amay ~~couple of CAR-T cell therapies. Although CMS has approved coverage and reimbursement for some of these products, and private payers seem to~~ be delayed ~~following~~or ~~suit in the US, there remain substantial questions and concerns about reimbursement for these products, especially outside the US~~inadequate.

~~Various~~The availability ~~factors~~and ~~could~~extent ~~increase~~of ~~the~~reimbursement ~~difficulties~~by governmental and private payers is essential for ~~our~~most ~~TLR-AD1~~patients ~~products~~to be able to ~~obtain~~afford ~~reimbursement.~~expensive treatments, ~~Costs~~such ~~and/or~~as ~~difficulties~~cancer ~~associated~~treatments. ~~with~~In the ~~reimbursement~~United ofStates, ~~Provenge~~the ~~and/or~~principal Tdecisions ~~cell~~about ~~therapies~~reimbursement ~~could~~for ~~create~~new anmedicines ~~adverse~~are ~~environment~~typically made by the Centers for ~~reimbursement~~Medicare of& ~~other~~Medicaid ~~immune~~Services, ~~therapies~~or CMS, ~~such~~an asagency ~~our~~within ~~TLR-AD1~~the ~~products~~U.S. ~~Approval~~Department of ~~other~~Health ~~competing~~and ~~products~~Human ~~(drugs~~Services, as CMS decides whether and~~/or~~ ~~devices)~~to ~~for~~what ~~the~~extent ~~same~~a ~~disease~~new ~~indications~~medicine ~~could~~will ~~make~~be ~~the~~covered ~~need~~and ~~for~~reimbursed ~~our~~under ~~products~~Medicare. ~~and~~Private ~~the~~payers ~~cost-benefit~~tend ~~balance~~to ~~less~~follow CMS ~~compelling~~to a substantial degree. ~~The~~It ~~cost~~is ~~structure~~difficult ofto ~~our~~predict ~~product~~what isCMS ~~not~~will adecide ~~typical~~with ~~cost~~respect ~~structure~~to reimbursement for ~~medical~~fundamentally novel products like ours, as ~~the~~there ~~majority~~have ofbeen ~~our~~very ~~costs~~few products similar to ours to date. We are ~~incurred~~aware upof ~~front,~~only ~~when~~a few active immune therapies that have reached the ~~manufacturing~~stage of ~~the~~reimbursement ~~personalized~~decision ~~product~~making isprocesses, ~~done.~~including ~~Our~~one ~~atypical~~dendritic ~~cost~~cell ~~structure~~therapy ~~may~~and ~~not~~a becouple ~~accommodated~~of inCAR-T ~~any~~cell ~~reimbursement~~therapies, none ~~for~~of ~~our~~which ~~products~~utilize proprietary companion diagnostic biomarkers such as IDH1. IfAlthough weCMS ~~are~~has ~~unable~~approved tocoverage ~~obtain~~and ~~adequate~~reimbursement for ~~levels~~some of ~~reimbursement~~these products, ~~our~~and ~~ability~~private payers seem to ~~successfully~~be ~~market~~following suit in the US, there remain substantial questions and ~~sell~~concerns ~~our~~about reimbursement ~~product~~for ~~candidates~~these ~~will~~products, beespecially ~~adversely~~outside ~~affected~~the US.

InVarious factors ~~markets~~could ~~outside~~increase the ~~U.S.,~~difficulties ~~the~~for ~~prices~~our ofTLR-AD1 ~~medical~~and IDH1 products ~~are subject~~ to ~~direct~~obtain ~~price~~reimbursement. ~~controls~~Costs and/or todifficulties ~~reimbursement~~ associated with ~~varying~~the ~~price~~reimbursement ~~control~~of ~~mechanisms,~~Provenge asand/or ~~part~~T ofcell ~~national~~therapies ~~health~~could ~~systems.~~create Inan ~~general,~~adverse ~~the~~environment ~~prices~~for reimbursement of ~~medicines~~other ~~under~~immune therapies, such ~~systems~~as ~~are~~our ~~substantially~~TLR-AD1 ~~lower~~products. ~~than~~Approval inof ~~the~~other ~~U.S.~~competing ~~Some~~products ~~jurisdictions~~(drugs ~~operate positive~~ and/or ~~negative~~devices) ~~list~~for ~~systems~~the ~~under~~same ~~which~~disease ~~products~~indications ~~may~~could ~~only~~make the beneed ~~marketed~~for ~~once~~our aproducts ~~reimbursement~~and ~~price~~the ~~has~~cost-benefit ~~been~~balance ~~agreed~~less compelling. ~~Other~~The ~~countries~~cost ~~allow~~structure ~~companies~~of toour ~~fix~~product ~~their~~is ~~own~~not ~~prices~~a ~~for~~typical ~~medicines~~cost ~~but~~structure for ~~monitor~~medical ~~and~~products, ~~control~~as ~~company~~most ~~profits.~~of ~~The~~our ~~downward~~costs ~~pressure~~are onincurred ~~healthcare~~up ~~costs~~front, inwhen ~~general,~~the ~~particularly~~manufacturing ~~prescription~~of ~~drugs,~~the ~~has~~personalized ~~become~~product ~~very~~is ~~intense~~done. AsOur aatypical cost ~~result,~~structure ~~increasingly~~may ~~high~~not ~~barriers~~be ~~are~~accommodated ~~being~~in ~~erected~~any toreimbursement ~~the~~for ~~entry~~our ~~of new~~ products. ~~Accordingly,~~If inwe ~~markets~~are ~~outside~~unable ~~the~~to ~~U.S.,~~obtain ~~the~~adequate ~~reimbursement~~levels ~~for~~of reimbursement, our ~~products~~ability ~~may~~to besuccessfully ~~reduced~~market ~~compared~~and ~~with~~sell ~~the~~our ~~U.S.~~product ~~and~~candidates ~~may~~will be ~~insufficient~~adversely ~~to generate commercially reasonable revenues and profits~~affected.

~~Competition~~In markets outside the U.S., the prices of medical products are subject to direct price controls and/or to reimbursement with varying price control mechanisms, as part of national health systems. In general, the prices of medicines under such systems are substantially lower than in the ~~biotechnology~~U.S. Some jurisdictions operate positive and/or ~~biopharmaceutical~~negative ~~industry~~list issystems under which products may only be marketed once a reimbursement price has been agreed. Other countries allow companies to fix their own prices for medicines but monitor and control company profits. The downward pressure on healthcare costs in general, particularly prescription drugs, has become very intense. As a result, ~~rapidly~~increasingly high ~~expanding~~barriers ~~and~~are ~~most~~being erected to the entry of new products. Accordingly, in markets outside the U.S., the reimbursement for our ~~competitors~~products may ~~have~~be ~~substantially~~reduced ~~greater~~compared ~~resources~~with ~~than~~the weU.S. doand may be insufficient to generate commercially reasonable revenues and profits.

~~The~~Competition in the biotechnology and biopharmaceutical ~~industries~~industry ~~are~~is ~~characterized by rapidly advancing technologies,~~ intense ~~competition and a strong emphasis on proprietary products. A growing number of other companies~~, such as Juno, Kite Bellicum, Agenus, Asterias, Dandrit, Immunicum, Sotio, AiVita and many others, are actively involved in the research and development of immune therapies or cell-based therapies for cancer. In addition, other novel technologies for cancer are under development or commercialization, such as checkpoint inhibitor drugs (which are being rapidly ~~developed~~expanding ~~by numerous big pharma companies including BMS, Merck, Pfizer, Astra Zeneca, Roche~~ and ~~others)~~most ~~and various T cell-based therapies (which are also being rapidly developed by numerous companies with extraordinary resource backing), as well as the electro-therapy device~~ of ~~NovoCure.~~our Additionally, many companies are actively involved in the research and development of monoclonal antibody-based cancer therapies. Currently, a substantial number of antibody-based products are approved for commercial sale for cancer therapy, and a large number of additional ones are under development, including late-stage trials. Many other third parties compete with us in developing alternative therapies to treat cancer, including: biopharmaceutical companies; biotechnology companies; pharmaceutical companies; academic institutions; and other research organizations, as well as some medical device companies (e.g., NovoCure and MagForce Nano Technologies AG). Our competitors ~~are~~have ~~likely~~substantially togreater resources ~~examine~~than ~~combination~~we ~~therapies or use of their therapeutic candidates in conjunction with devices and companion diagnostic technologies, including molecular diagnostic platforms~~do.

WeThe biotechnology ~~face~~and ~~extensive~~biopharmaceutical industries are characterized by rapidly advancing technologies, intense competition ~~from~~and a strong emphasis on proprietary products. A growing number of other companies, ~~developing~~such ~~new~~as ~~treatments~~Adaptimmune, ~~for~~Allogene ~~brain~~Therapeutics, ~~cancer.~~Bristol ~~These~~Myers ~~include~~Squibb, CRISPR aTherapeutics, ~~variety~~ElevateBio, Fate Therapeutics, Genentech (Roche), Iovance Biotherapeutics, Umoja Biopharma, and many others, are actively involved in the research and development of immune therapies or cell-based therapies for cancer. In addition, other novel technologies for cancer are under development or commercialization, such as ~~mentioned~~checkpoint ~~above~~inhibitor drugs (which are being rapidly developed by numerous big pharma companies including AstraZeneca, BMS, BeiGene, GlaxoSmithKline (GSK), Merck & Co., Regeneron Pharmaceuticals, Roche, Sanofi and others) and various T cell-based therapies ~~and~~(which ~~checkpoint~~are ~~inhibitor~~also ~~drugs~~being rapidly developed by numerous companies with extraordinary resource backing), as well as aOPTUNE ~~variety~~GIO®, the electro-therapy device of ~~small~~NovoCure. ~~molecule~~Additionally, ~~drugs~~many companies are actively involved in the research and ~~biologics~~development ~~drugs.~~of ~~There~~monoclonal ~~are~~antibody-based ~~also~~cancer therapies. Currently, a substantial number of ~~existing~~antibody-based ~~drugs~~products ~~used~~are approved for ~~the~~commercial ~~treatment~~sale offor ~~brain~~ cancer ~~that~~therapy, ~~may~~and many additional ones are under development, including late-stage trials. Many other third parties compete with ~~our~~us ~~product~~in developing alternative therapies to treat cancer, including,: ~~Avastin®~~biopharmaceutical ~~(Roche~~companies; ~~Holding~~biotechnology companies; ~~AG)~~pharmaceutical companies; academic institutions; and other research organizations, ~~Gliadel®~~as ~~(Eisai~~well ~~Co.~~as ~~Ltd~~some medical device companies (e.)g., NovoCure and ~~Temodar®~~MagForce ~~(Merck&~~Nano ~~Co.,~~Technologies ~~Inc.~~AG). Our competitors are likely to examine combination therapies or use of their therapeutic candidates in conjunction with devices and companion diagnostic technologies, asincluding ~~well~~molecular asdiagnostic ~~NovoCure’s~~platforms ~~electrotherapy~~similar ~~device~~to IDH1.

~~Most~~We face ofextensive ~~our~~competition ~~competitors~~from ~~have~~companies ~~significantly~~developing ~~greater~~new ~~financial~~treatments ~~resources~~for ~~and~~brain ~~expertise~~cancer. inThese ~~research~~include ~~and~~a ~~development,~~variety ~~manufacturing~~of immune therapies, ~~pre~~as mentioned above (including T cell-~~clinical~~based ~~testing,~~therapies ~~conducting~~and ~~clinical~~checkpoint ~~trials~~inhibitor drugs), ~~obtaining~~as ~~regulatory~~well ~~approvals~~as ~~and~~a ~~marketing~~variety ~~and~~of ~~sales~~small ~~than~~molecule wedrugs doand biologics drugs. ~~Smaller~~There orare ~~early-stage~~also ~~companies~~several existing drugs used for the treatment of brain cancer that may ~~also~~compete ~~prove~~with toour beproduct, ~~significant~~including, ~~competitors~~Avastin® (Roche Holding AG), ~~particularly~~Gliadel® if(Eisai ~~they~~Co. ~~enter~~Ltd.), ~~into~~and ~~collaborative~~Temodar® ~~arrangements~~(Merck& ~~with~~Co., ~~large~~Inc.), ~~and~~as ~~established~~well ~~companies~~as NovoCure’s electrotherapy device, OPTUNE GIO®.

9Most of our competitors have significantly greater financial resources and expertise in research and development, manufacturing, pre-clinical testing, conducting clinical trials, obtaining regulatory approvals and marketing and sales than we do. Smaller or early-stage companies may also prove to be significant competitors, particularly if they enter into collaborative arrangements with large and established companies.

~~Table of Contents~~9

~~Our~~Table ~~competitors~~of may complete their clinical development more rapidly than we and our products do, may develop more effective or affordable products, or may achieve earlier or longer patent protection or earlier product marketing and sales. Any products developed by us may be rendered obsolete and non-competitive.Contents

WeOur competitors may becomplete ~~exposed~~their toclinical ~~potential~~development ~~product~~more ~~liability~~rapidly ~~claims,~~than we and ~~insurance~~our products do, may ~~not~~develop bemore ~~available~~effective or ~~cover~~affordable products, ~~these~~or ~~claims~~may achieve earlier or longer patent protection or earlier product marketing and sales. Any products developed by us may be rendered obsolete and non-competitive.

~~Our~~We may ~~business~~be ~~exposes~~exposed us to potential product liability ~~risks that are inherent in the testing~~claims, ~~manufacturing, marketing, sale~~ and ~~use of therapeutic products. Our~~ insurance may not ~~cover any claims made and insurance coverage may not~~ be available toor ~~us on commercially reasonable terms, if at all. Insurance that we obtain may not be adequate to~~ cover ~~claims~~these ~~against us. Regardless of whether they have any merit or not, and regardless of their eventual outcome, product liability~~ claims ~~may result in substantially decreased demand for our products, injury to our reputation, withdrawal of clinical trial participants or physicians, and/or loss of revenues~~. ~~Thus, whether or not we are insured, a product liability claim or product recall may result in losses that could be material.~~

WeOur business exposes us to potential product liability risks that are inherent in the testing, manufacturing, marketing, sale and use of therapeutic products. Our insurance may not cover any claims made and insurance coverage may not be ~~subject~~available to ~~environmental~~us ~~regulatory~~on ~~requirements~~commercially reasonable terms, if at all. Insurance that we obtain may not be adequate to cover claims against us. Regardless of whether they have any merit or not, and ~~could~~regardless ~~fail~~of their eventual outcome, product liability claims may result in substantially decreased demand for our products, injury to ~~meet~~our ~~such~~reputation, ~~requirements~~withdrawal of clinical trial participants or physicians, and/or weloss doof revenues. Thus, whether or not ~~carry~~we ~~insurance~~are insured, ~~against~~a ~~environmental~~product ~~damage~~liability claim, or ~~injury~~product ~~claims~~recall may result in losses that could be material.

We may ~~need~~be ~~to store, handle, use and dispose of controlled hazardous and biological materials in our business. Our development activities may result in our becoming~~ subject to environmental regulatory requirements, and ifcould we fail to ~~comply~~meet ~~with~~such ~~applicable~~ requirements, ~~we could be subject to substantial fines~~ and ~~other~~we ~~sanctions,~~do ~~delays~~not incarry ~~research~~insurance ~~and~~against environmental ~~production,~~damage ~~and increased operating costs. In addition, if regulated materials were improperly released at our current~~ or ~~former facilities or at locations to which we send materials for disposal, we could be liable for substantial damages and costs, including cleanup costs and personal~~ injury ~~or property damages, and we could incur delays in research and production and increased operating costs~~claims.

~~Collaborations~~We may ~~play~~need anto ~~important~~store, ~~role~~handle, use and dispose of controlled hazardous and biological materials in our business. Our development activities may result in our becoming subject to regulatory requirements, and if we fail to comply with applicable requirements, we could be ~~vulnerable~~subject to substantial fines and other sanctions, delays in research and production, and increased operating costs. In addition, if regulated materials were improperly released at our current or former facilities or at locations to ~~competition~~which we send materials for disposal, we could be liable for substantial damages and costs, including cleanup costs and personal injury or ~~termination~~property damages, and we could incur delays in research and production and increased operating costs.

WeCollaborations play ~~work~~an ~~with~~important ~~scientists~~role ~~and medical professionals at academic and other institutions, some of whom have conducted research for us or have assisted~~ in ~~developing~~ our ~~research~~business and ~~development~~could ~~strategy.~~be ~~These~~vulnerable ~~scientists and medical professionals are collaborators, not our employees. They may have commitments~~ to, orcompetition ~~contracts with, other institutions~~ or ~~businesses (including competitors) that limit the amount of time they have available to work with us~~termination. We have little control over these individuals. We can only expect that they devote time to NovAccess and our programs as required by any license, consulting or sponsored research agreements we may have with them. In addition, these individuals may have arrangements with other companies to assist in developing technologies that may compete with our products. If these individuals do not devote sufficient time and resources to our programs, or if they provide substantial assistance to our competitors, our business could be seriously harmed.

~~Our~~We work ~~business~~with ~~could~~scientists beand ~~adversely~~medical ~~affected~~professionals at academic and other institutions, some of whom have conducted research for us or have assisted in developing our research and development strategy. These scientists and medical professionals are collaborators, not our employees. They may have commitments to, or contracts with, other institutions or businesses (including competitors) that limit the amount of time they have available to work with us. We have little control over these individuals. We can only expect that they devote time to NovAccess and our programs as required by ~~new~~any ~~legislation~~license, consulting or ~~product-related~~sponsored ~~issues~~research agreements we may have with them. In addition, these individuals may have arrangements with other companies to assist in developing technologies that may compete with our products. If these individuals do not devote sufficient time and resources to our programs, or if they provide substantial assistance to our competitors, our business could be seriously harmed.

~~Changes~~Our business incould ~~applicable~~be ~~legislation~~adversely ~~and/or~~affected ~~regulatory~~by ~~policies~~new orlegislation ~~discovery of problems with the product, production process, site~~ or ~~manufacturer may result in delays in bringing products to market, the imposition of restrictions on the~~ product’s-related ~~sale or manufacture, including the possible withdrawal of the product from the market, or may otherwise have an adverse effect on our business~~issues.

~~Our~~Changes in ~~business~~applicable ~~could~~legislation beand/or ~~adversely~~regulatory ~~affected~~policies byor ~~animal~~discovery ~~rights~~of ~~activists~~problems with the product, production process, site or manufacturer may result in delays in bringing products to market, the imposition of restrictions on the product’s sale or manufacture, including the possible withdrawal of the product from the market, or may otherwise have an adverse effect on our business.

Our business ~~activities have involved animal testing and~~ could ~~involve further animal testing, as this type of testing is required before new medical products can~~ be tested in clinical trials in human patients. Animal testing has been the subject of controversy and adverse publicity. Some organizations and individuals have attempted to stop animal testing by pressing for legislation and regulation in these areas. To the extent that the activities of these groups are successful, our business could be adversely affected. ~~Negative~~by ~~publicity~~animal ~~about~~rights ~~us, our pre-clinical trials and our product candidates could also adversely affect our business~~activists.

~~Multiple~~Our business ~~late-stage~~activities have involved animal testing and could involve further animal testing, as this type of testing is required before new medical products can be tested in clinical trials in human patients. Animal testing has been the subject of ~~TLR-AD1~~controversy and adverse publicity. Some organizations and individuals have attempted to stop animal testing by pressing for ~~glioblastoma~~legislation and regulation in these areas. To the extent that the activities of these groups are successful, our ~~lead~~business ~~product~~could be adversely affected. Negative publicity about us, ~~may~~our bepre-clinical ~~required~~trials ~~before~~and weour ~~can~~product ~~obtain~~candidates ~~regulatory~~could ~~approval~~also adversely affect our business.

~~Typically, companies conduct multiple~~ Multiple late-stage clinical trials of ~~their product candidates before seeking product approval. Our application for approval of a Phase IIa clinical trial is a relatively early~~TLR-~~stage~~AD1 clinical trial and we must prove safety and efficacy before we can obtain FDA approval to start a late stage clinical trial. We may be unable to prove safety and efficacy or obtain approval to start late-stage clinical trials. This would substantially delay our commercialization, and might not be possible to complete, due to development or approval of competing products, lack of funding, or other factors. In addition, a rapidly growing number of products are under development for ~~brain cancer~~glioblastoma, ~~including~~our ~~immunotherapies~~lead ~~such as checkpoint inhibitor drugs and T cell-based therapies~~product, and ~~some~~IDH1 ~~(e.g.,~~companion ~~NovoCure’s~~biomarkers ~~device)~~may ~~have~~be ~~been~~required ~~approved in the U.S. It is possible that the standard of care for brain cancer could change~~ before we ~~are~~can obtain ~~approved~~regulatory ~~to start a Phase II trial and analysis of its results, or before we are able to seek~~ approval ~~for late-stage trials and commercialization~~. ~~This could necessitate further clinical trials with our TLR-AD1 product candidate for brain cancer, which may not be feasible.~~

10Typically, companies conduct multiple late-stage clinical trials of their product candidates before seeking product approval. Our application for approval of a Phase IIa clinical trial is a relatively early-stage clinical trial and we must prove safety and efficacy before we can obtain FDA approval to start a late-stage clinical trial. We may be unable to prove safety and efficacy or obtain approval to start late-stage clinical trials. This would substantially delay our commercialization, and might not be possible to complete, due to development or approval of competing products, lack of funding, or other factors. In addition, a rapidly growing number of products are under development for brain cancer, including immunotherapies such as checkpoint inhibitor drugs and T cell-based therapies, and some (e.g., NovoCure’s, OPTUNE GIO® device)have been approved in the U.S. It is possible that the standard of care for brain cancer could change before we are approved to start a Phase II trial and analysis of its results, or before we are able to seek approval for late-stage trials and commercialization. This could necessitate further clinical trials with our TLR-AD1 and IDH1 product candidates for brain cancer, which may not be feasible.

~~Table of Contents~~10

~~Changes~~Table inof ~~manufacturing methods for TLR-AD1 could require us to conduct equivalency studies and/or additional clinical trials.~~Contents

~~With biologics products,~~ Changes in ~~some cases “the process is the product:” i.e., the~~ manufacturing ~~process~~methods isfor ~~considered~~TLR-AD1 tocould berequire asus ~~integral~~ to the product as is the composition of the product itself. If any changes are made in the manufacturing process, and these changes are considered material by the regulatory authorities, the company sponsor may be required to conduct equivalency studies to show that the product is equivalent under the changed manufacturing processes as under the original manufacturing processes, or the company sponsor may be required to conduct additional clinical trials. In addition, if there are multiple manufacturing locations, equivalency studies may be required to show that the products produced in the respective facilities are substantially the same. Accordingly, we may be required to conduct equivalency studies, and/or additional clinical trials, before we can obtain product approval, unless the regulatory authorities are satisfied that the changes in processes do not affect the quality, efficacy or safety of the product, and satisfied that the products made in each manufacturing location are substantially the same.

WeWith biologics ~~may~~products ~~not~~and ~~receive~~analysis, in some cases “the process is the product:” i.e., the manufacturing process is as integral to the product as is the composition of the product itself. If any changes are made in the manufacturing process, and these changes are considered material by the regulatory ~~approvals~~authorities, ~~for~~the ~~our~~company sponsor may be required to conduct equivalency studies to show that the product ~~candidates~~is equivalent under the changed manufacturing processes as under the original manufacturing processes, or the company sponsor may be required to conduct additional clinical trials. In addition, if there are multiple manufacturing locations, equivalency studies may be arequired ~~delay~~to show that the products produced in ~~obtaining~~the ~~such~~respective ~~approvals~~facilities are substantially the same. Accordingly, we may be required to conduct equivalency studies, and/or additional clinical trials, before we can obtain product approval, unless the regulatory authorities are satisfied that the changes in processes do not affect the quality, efficacy or safety of the product, and satisfied that the products made in each manufacturing location are substantially the same.

~~Our~~We may ~~products~~not ~~and~~receive ~~our ongoing development activities are subject to regulation by~~ regulatory ~~authorities~~approvals infor ~~the countries in which we and~~ our ~~collaborators~~product ~~and~~candidates ~~distributors wish to test, manufacture~~ or market our products. For instance, the FDA will regulate our product in the U.S. Regulatory approval by the FDA will be subject to the evaluation of data relating to the quality, efficacy and safety of the product for its proposed use, and there ~~can~~may be noa ~~assurance~~delay ~~that~~in ~~the~~obtaining ~~regulatory~~such ~~authorities will find our data sufficient to support product approval of TLR-AD1~~approvals. In addition, the endpoint against which the data is measured must be acceptable to the regulatory authorities, and the statistical analysis plan for how the data will be evaluated must also be acceptable to the regulatory authorities.

~~The~~Our products ~~time~~and ~~required~~our ongoing development activities are subject to ~~obtain~~regulation by regulatory ~~approval~~authorities ~~varies~~in ~~between~~the countries in which we and our collaborators and distributors wish to test, manufacture or market our products. InFor instance, the FDA will regulate our product in the U.S., ~~for~~Regulatory ~~products~~approval ~~without~~by ~~“Fast~~the ~~Track”~~FDA ~~status,~~will itbe ~~can~~subject ~~take~~to upthe toevaluation 18of ~~months~~data ~~after~~relating ~~submission~~to ofthe anquality, ~~application~~efficacy ~~for~~and safety of the product ~~approval~~for toits ~~receive~~proposed ~~the~~use, ~~FDA’s~~and ~~decision.~~there ~~Even~~can ~~with~~be ~~Fast~~no ~~Track~~assurance ~~status,~~that ~~FDA~~the ~~review~~regulatory ~~and~~authorities ~~decision~~will ~~can~~find ~~take~~our updata sufficient to 12support product ~~months~~approval of TLR-AD1 or IDH1. AtIn ~~present~~addition, wethe doendpoint ~~not~~against ~~have~~which ~~Fast~~the ~~Track~~data ~~status~~is ~~for~~measured ~~our~~must ~~lead~~be ~~product~~acceptable to the regulatory authorities, ~~TLR-AD1~~and the statistical analysis plan for ~~glioblastoma~~how the data will be evaluated must also be acceptable to the regulatory authorities.

~~Different~~The time ~~regulators~~required ~~may~~to ~~impose~~obtain ~~their~~regulatory ~~own~~approval ~~requirements~~varies ~~and~~between ~~may~~countries. ~~refuse~~In tothe ~~grant~~U.S., orfor ~~may~~products ~~require~~without ~~additional~~“Fast ~~data~~Track” ~~before granting an approval~~status, it ~~even~~can iftake ~~regulatory~~up ~~approval~~to ~~may~~18 ~~have~~months ~~been~~after ~~granted~~submission byof ~~other~~an ~~regulators.~~application ~~Regulatory~~for product approval ~~may~~to bereceive ~~delayed,~~the ~~limited~~FDA’s ordecision. ~~denied~~Even ~~for~~with aFast Track ~~number of reasons~~status, ~~including~~FDA ~~clinical~~review ~~data,~~and ~~the~~decision ~~product~~can ~~not~~take ~~meeting~~up ~~safety~~to or12 ~~efficacy~~months. ~~requirements~~At orpresent, ~~any~~we ~~relevant~~do ~~manufacturing~~not ~~processes~~have orFast ~~facilities~~Track ~~not~~status ~~meeting~~for ~~applicable~~our ~~requirements~~lead asproduct, ~~well~~TLR-AD1 for asglioblastoma, ~~case~~or ~~load~~for atits ~~the~~proposed ~~regulatory~~companion ~~agency~~diagnostic, ~~at the time~~IDH1.

WeDifferent regulators may ~~not~~impose ~~maintain~~their ~~the~~own ~~benefits~~requirements ~~associated~~and ~~with~~may ~~orphan~~refuse ~~drug~~to ~~status~~grant, or may require additional data before granting, an approval, even if regulatory approval may have been granted by other regulators. Regulatory approval may be delayed, limited or denied for a number of reasons, including ~~market~~clinical ~~exclusivity~~data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements as well as case load at the regulatory agency at the time.

While we have been granted orphan drug status like the two previous generations of our dendritic cell-based immunotherapy, there is no guarantee that we will maintain orphan drug status for TLR-AD1, our lead product, for glioblastoma. As a result, we We may not ~~receive~~maintain the benefits associated with orphan drug ~~designation~~status, (including ~~the benefit providing for~~ market exclusivity ~~for a number of years)~~. This may result from a competing product reaching the market that has an orphan designation for the same disease indication. Under U.S. rules for orphan drugs, if a competing product reaches the market before ours does, the competing product could potentially obtain a scope of market exclusivity that limits or precludes our product from being sold in the U.S. for seven years.

~~Our~~While we ~~intellectual~~have ~~property~~been ~~rights~~granted ~~may~~orphan bedrug ~~overturned~~status like the two previous generations of our dendritic cell-based immunotherapy, ~~narrowed~~there oris ~~blocked~~no guarantee that we will maintain orphan drug status for TLR-AD1, ~~and~~our lead product, for glioblastoma. As a result, we may not ~~provide~~receive ~~sufficient~~the ~~commercial~~benefits associated ~~protection~~with orphan drug designation (including the benefit providing for ~~our~~market exclusivity for a number of years). This may result from a competing product ~~candidates~~reaching the market that has an orphan designation for the same disease indication. Under U.S. rules for orphan drugs, orif ~~third~~a ~~parties~~competing ~~may~~product ~~infringe~~reaches ~~upon~~the market before ours does, the competing product could potentially obtain a scope of market exclusivity that limits or precludes our ~~intellectual~~product ~~property~~from being sold in the U.S. for seven years.

~~The~~Our intellectual ~~patent~~property position of biotechnology and pharmaceutical companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of much litigation. As a result, the issuance, scope, validity, enforceability and commercial value of our patent rights ~~are highly uncertain. Patent laws afford only limited protection and~~ may ~~not~~be ~~protect our rights to the extent necessary to sustain any competitive advantage we may have. Moreover~~overturned, ~~patents~~narrowed ~~and~~or ~~patent applications relating to living cell products are relatively new~~blocked, ~~involve complex factual~~ and ~~legal issues, and are largely untested in litigation, and as a result are uncertain. Any patent applications~~ may not ~~result~~provide insufficient ~~patents~~commercial being issued which adequately protect our technology or products or which effectively prevent others from commercializing the same or competitive technologies and products. As a result, we may not be able to obtain meaningful patent protection for our ~~commercial products~~product candidates, ~~and our business may suffer as a result. Third parties may challenge our existing patents, and these challenges could result in overturning~~ or ~~narrowing some of our patents. Even if our patents are not challenged,~~ third parties ~~could~~may ~~assert~~infringe ~~that~~upon ~~their patents block~~ our ~~use~~intellectual ~~of technology covered by some or all of our patents~~property.

WeThe patent ~~have~~position ~~taken~~of ~~security~~biotechnology ~~measures~~and ~~(including~~pharmaceutical ~~execution~~companies generally is highly uncertain, involves complex legal and factual questions and has in recent years been the subject of ~~confidentiality~~much ~~agreements)~~litigation. toAs ~~protect~~a ~~our~~result, ~~proprietary~~the ~~information~~issuance, ~~especially~~scope, ~~proprietary~~validity, ~~information~~enforceability ~~that~~and iscommercial value of our patent rights are highly uncertain. Patent laws afford only limited protection and may not ~~covered~~protect byour rights to the extent necessary to sustain any competitive advantage we may have. Moreover, patents orand patent applications. ~~These~~relating ~~measures~~to living cell products are relatively new, ~~however~~involve complex factual and legal issues, and are largely untested in litigation, and as a result are uncertain. Any patent applications may not ~~provide~~result ~~adequate~~in ~~protection~~patents ~~for~~being issued which adequately protect our ~~trade~~technology ~~secrets~~or products or ~~other~~which ~~proprietary~~effectively prevent ~~information~~others from commercializing the same or competitive technologies and products. InAs ~~addition~~a result, ~~others~~we may ~~independently~~not ~~develop~~be ~~substantially~~able ~~equivalent~~to ~~proprietary~~obtain ~~information~~meaningful patent orprotection ~~techniques~~for our commercial products, and our business may suffer as a result. Third parties may challenge our existing patents, and these challenges could result in overturning or ~~otherwise~~narrowing ~~gain~~some ~~access~~of toour patents. Even if our ~~trade~~patents ~~secrets~~are not challenged, third parties could assert that their patents block our use of technology covered by some or all of our patents.

11We have taken security measures (including execution of confidentiality agreements) to protect our proprietary information, especially proprietary information that is not covered by patents or patent applications. These measures, however, may not provide adequate protection for our trade secrets or other proprietary information. In addition, others may independently develop substantially equivalent proprietary information or techniques or otherwise gain access to our trade secrets.

~~Table of Contents~~11

WeTable ~~may be exposed to claims or lawsuits that our products infringe patents or other proprietary rights~~ of ~~other parties.~~Contents

~~Our~~We may ~~commercial~~be ~~success~~exposed ~~depends upon our ability and the ability of our collaborators~~ to ~~develop,~~claims ~~manufacture,~~or ~~market~~lawsuits ~~and~~that ~~sell~~ our ~~product~~products ~~candidates~~infringe ~~and~~patents ~~use~~or ~~our~~other proprietary ~~technologies without infringing the proprietary~~ rights of ~~third~~other parties. We have not conducted a comprehensive freedom-to-operate review to determine whether our proposed business activities or use of certain of the technology covered by patent rights licensed by us would infringe patents issued to third parties.

~~There~~Our commercial issuccess adepends ~~substantial~~upon ~~amount~~our ofability ~~litigation involving patent~~ and ~~other intellectual property rights in~~ the ~~biotechnology~~ability ~~and~~of ~~biopharmaceutical~~our ~~industries~~collaborators ~~generally. The patent landscape is especially uncertain in regard~~ to ~~cell~~develop, ~~therapy products~~manufacture, asmarket ~~it involves complex legal~~ and ~~factual~~sell questions for which important legal principles remain unresolved. We may become party to, or be threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our ~~products~~product candidates and ~~technology,~~use ~~including~~our ~~interference~~proprietary ~~proceedings,~~technologies ~~inter~~without ~~partes~~infringing ~~reexamination, or post grant review before~~ the ~~U.S.~~proprietary Patent and Trademark Office. Third parties may assert infringement claims against us based on existing patents or patents that may be granted in the future. If we are found to infringe a third party’s intellectual property rights, weof ~~could be required to obtain a license from the~~ third ~~party to continue developing and marketing our products and technology~~parties. ~~However,~~We wehave ~~may~~ not beconducted ~~able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain~~ a ~~license, it could be non~~comprehensive freedom-~~exclusive, giving our competitors access~~ to-operate ~~the~~review ~~same technologies licensed~~ to ~~us.~~determine Wewhether ~~could~~our beproposed ~~forced,~~business ~~including~~activities byor ~~court~~use ~~order,~~of tocertain ~~cease~~of ~~commercializing~~ the ~~infringing~~ technology orcovered ~~product.~~by Inpatent rights ~~addition,~~licensed weby ~~could~~us bewould ~~found~~infringe ~~liable~~patents ~~for~~issued ~~monetary damages. If the infringement is found~~ to bethird ~~willful, we could be liable for treble damages~~parties.

AThere is ~~finding~~a substantial amount of ~~infringement~~litigation ~~could~~involving ~~prevent~~patent usand ~~from~~other ~~commercializing~~intellectual ~~our~~property ~~product~~rights ~~candidates~~in orthe ~~force~~biotechnology usand tobiopharmaceutical industries ~~cease~~generally. ~~some~~The ofpatent ~~our~~landscape ~~business~~is ~~operations~~especially uncertain about cell therapy products, as it involves complex legal and factual questions for which ~~could~~important ~~materially~~legal ~~harm~~principles remain unresolved. We may become party to, or be threatened with, future adversarial proceedings or litigation regarding intellectual property rights with respect to our ~~business~~products and technology, including interference proceedings, inter partes reexamination, or post grant review before the U.S. ~~Claims~~Patent and Trademark Office. Third parties may assert infringement claims against us based on existing patents or patents that wemay ~~have~~be ~~misappropriated~~granted in the ~~confidential~~future. ~~information~~If orwe ~~trade~~are ~~secrets~~found ofto infringe a third ~~parties~~party’s intellectual property rights, we could ~~have~~be required to obtain a ~~similar~~license ~~negative~~from ~~impact~~the third party to continue developing and marketing our products and technology. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, giving our ~~business~~competitors access to the same technologies licensed to us. We could be forced, including by court order, to cease commercializing the infringing technology or product. In addition, we could be found liable for monetary damages. If the infringement is found to be willful, we could be liable for treble damages.

~~Even~~A finding ifof ~~resolved~~infringement incould ~~our~~prevent ~~favor, litigation or other legal proceedings relating to intellectual property claims may cause~~ us tofrom ~~incur~~commercializing ~~significant expenses and could distract~~ our ~~technical~~product ~~and~~candidates ~~management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions~~ or ~~other~~force ~~interim~~us ~~proceedings or developments and if securities analysts or investors perceive these results~~ to becease ~~negative,~~some ~~it could have a substantial adverse effect on the price~~ of our ~~common~~business ~~stock.~~operations, which ~~Such litigation or proceedings~~ could ~~substantially~~materially ~~increase~~harm our ~~operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities~~business. WeClaims ~~may~~that ~~not~~we have ~~sufficient~~misappropriated ~~financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain~~ the ~~costs~~confidential ofinformation ~~such litigation~~ or ~~proceedings~~trade ~~more~~secrets ~~effectively than we can because~~ of ~~their~~third parties ~~greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings~~ could have a ~~material~~similar ~~adverse~~negative ~~effect~~impact on our ~~ability to compete in the marketplace~~business.

~~Risks~~Even if ~~Related~~resolved in our favor, litigation or other legal proceedings relating to ~~Our~~intellectual ~~Company~~property claims may cause us to incur significant expenses and ~~Stock~~could distract our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to adequately conduct such litigation or proceedings. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings could have a material adverse effect on our ability to compete in the marketplace.

~~You~~Risks Related ~~may~~to ~~experience~~Our ~~dilution~~Company ~~of your ownership interests because of the future issuance of additional shares of our common stock for general corporate purposes~~ and ~~upon the exercise of warrants, conversion of convertible debt, or conversion of preferred stock.~~Stock

~~In the future, we~~ You may ~~issue~~experience ~~additional~~dilution ~~equity securities for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes. In addition, as~~ of ~~September~~your ~~30,~~ownership ~~2023,~~interests webecause ~~have outstanding debt that could presently or upon default be converted into approximately 177 million shares~~ of our common stock, preferred shares convertible into 6.0 million shares of our stock, stock options exercisable for up to 5.5 million shares of our stock and warrants exercisable for up to 8.25 million shares of our stock. In addition, we have issued 2.1 million shares of our common stock to one of our lenders for loan commitment fees and guaranteed that the ~~lender will be able to sell the shares for at least $1.25 million; if the lender sells the shares for less, we must issue the lender additional shares or make a cash payment to make them whole. The~~ future issuance of ~~any~~ additional shares of our common stock ~~will~~for ~~dilute~~general corporate ~~our~~purposes ~~current shareholders~~ and ~~may~~upon ~~create downward pressure on~~ the ~~value~~exercise of ~~our shares. In addition~~warrants, ~~just~~conversion ~~the potential for the issuance~~ of aconvertible ~~significant amount of our common stock pursuant to the warrants~~debt, ~~convertible~~or ~~notes~~conversion ~~and~~of preferred ~~shares could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our~~ stock ~~could fall~~. The existence of an overhang, whether or not sales have occurred or are occurring, could also hinder our ability to raise additional equity capital at a time and price that we deem reasonable or appropriate.

12In the future, we intend to issue additional equity securities for capital raising purposes, in connection with hiring or retaining employees, to fund acquisitions, or for other business purposes, and if the transaction with Sumner or VSI is completed, we will issue shares that amount to a controlling interest in the Company. In addition, as of September 30, 2024, we have outstanding debt that could presently or upon default be converted into approximately 511 million shares of our common stock, preferred shares convertible into 6.0 million shares of our stock, stock options exercisable for up to 5.5 million shares of our stock and warrants exercisable for up to 20.3 million shares of our stock. In addition, we have issued 2.8 million shares of our common stock to one of our lenders for loan commitment fees and guaranteed that the lender will be able to sell the shares for at least $1.3 million; if the lender sells the shares for less, we must issue the lender additional shares or make a cash payment to make them whole. The future issuance of any additional shares of common stock will dilute our current shareholders and may create downward pressure on the value of our shares. In addition, just the potential for the issuance of a significant amount of our common stock pursuant to the warrants, convertible notes and preferred shares could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our stock could fall. The existence of an overhang, whether sales have occurred or are occurring, could also hinder our ability to raise additional equity capital at a time and price that we deem reasonable or appropriate.

~~Table of Contents~~12

~~Our~~Table ~~CEO currently has the ability to determine the election~~ of ~~our directors and the outcome of matters submitted to our shareholders.~~Contents

AsOur CEO ofcurrently ~~September~~has ~~30, 2023, our chief executive officer Dwain K. Irvin controls common and preferred shares that give him~~ the ~~right~~ability to ~~cast~~significantly ~~56.4%~~influence of the ~~vote on all matters submitted to our shareholders, including the~~ election of ~~directors. As a result, Dr. Irvin has the ability to determine the outcome of issues submitted to~~ our ~~shareholders. Although our~~ directors and ~~executive officers, including Dr. Irvin, have a fiduciary obligation to~~ the ~~company’s~~outcome ~~shareholders, their interests may not always coincide with our interests or the interests~~ of ~~other~~matters ~~shareholders.~~submitted ~~As a consequence, it may be difficult for the other shareholders~~ to ~~remove~~ our ~~board members. Dr. Irvin’s voting control could also deter unsolicited takeovers, including transactions in which our~~ shareholders ~~might otherwise receive a premium for their shares over then current market prices~~.

~~Our~~As of ~~articles~~September 30, 2024, our chief executive officer Dwain K. Irvin controls common and preferred shares that give him the right to cast 30% of ~~incorporation~~the ~~allow~~vote ~~for~~on ~~our~~all ~~board~~matters submitted to ~~create~~our shareholders, including the election of directors. As a ~~new~~result, ~~series~~Dr. Irvin has the ability to significantly influence the outcome of ~~preferred~~issues ~~stock~~submitted ~~without~~to ~~further~~our ~~approval~~shareholders. byAlthough our directors and executive officers, including Dr. Irvin, have a fiduciary obligation to the company’s shareholders, ~~which~~their ~~could~~interests ~~adversely~~may ~~affect~~not always coincide with our interests or the ~~rights~~interests of other shareholders. As a consequence, it may be difficult for the ~~holders~~other ofshareholders to remove our ~~common~~board ~~stock~~members. Dr. Irvin’s voting control could also deter unsolicited takeovers, including transactions in which our shareholders might otherwise receive a premium for their shares over then current market prices.

WeOur articles ~~are authorized to issue more than 49.9 million shares~~ of ~~preferred~~incorporation ~~stock~~allow ~~that~~for ~~has not been previously designated or issued, and~~ our board ~~has the authority~~ to ~~define~~create ~~the~~a ~~relative~~new ~~rights~~series ~~and preferences~~ of ~~these shares of~~ preferred stock without further ~~shareholder~~ approval. Asby ~~a result,~~ our ~~board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation~~shareholders, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board could authorize the issuance of a new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could ~~decrease the relative voting power of our common stock or result in dilution to our existing shareholders. The issuance of additional shares of preferred stock could materially~~ adversely affect the rights of the holders of our common stock~~, and therefore, reduce the value of our common stock~~. ~~Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.~~

~~Our~~We are ~~articles~~authorized to issue more than 49.9 million shares of ~~incorporation~~preferred stock that has not been previously designated or issued, and ~~bylaws~~our ~~have~~board has ~~provisions~~the authority to define the relative rights and preferences of these shares of preferred stock without further shareholder approval. As a result, our board could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our board could ~~discourage~~authorize the issuance of a new series of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, ~~delay~~which could decrease the relative voting power of our common stock or ~~prevent~~result ain ~~change~~dilution to our existing shareholders. The issuance of additional shares of preferred stock could materially adversely affect the rights of the holders of our common stock, and therefore, reduce the value of our common stock. Although we have no present intention to issue any additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in ~~control~~the future.

Our articles of incorporation and bylaws ~~contain~~have provisions ~~which~~that could ~~make it more difficult for a third party to acquire us~~discourage, ~~even~~delay ifor ~~closing~~prevent ~~such~~ a ~~transaction~~change would be beneficial to our shareholders. We are authorized to issue more than 49.9 million shares of preferred stock that has not been previously designated or issued. This preferred stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board without shareholder approval. Specific rights granted to future holders of preferred stock could be used to restrict our ability to merge with, or sell our assets to, a third party and as a result preserve control ~~by the present management~~.

WeOur articles ~~have~~of ~~nearly~~incorporation ~~1.9~~and ~~billion~~bylaws ~~shares~~contain ofprovisions ~~authorized~~which ~~but~~could ~~unissued~~make ~~common~~it ~~stock~~more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our shareholders. ~~Our~~We are authorized ~~but~~to ~~unissued~~issue more than 49.9 million shares of ~~common~~preferred stock that ~~are~~has ~~available~~not ~~for~~been ~~future~~previously ~~issuance~~designated ~~without~~or ~~shareholder approval~~issued. ~~These~~This ~~additional~~preferred ~~shares~~stock may be ~~used~~issued ~~for~~in aone ~~variety~~or ofmore ~~corporate~~series, ~~finance~~the ~~transactions,~~terms ~~acquisitions~~of ~~and~~which ~~employee~~may ~~benefit~~be determined ~~plans.~~at ~~The~~the ~~existence~~time of ~~authorized~~issuance ~~but~~by ~~unissued~~our ~~and~~board ~~unreserved~~without ~~common~~shareholder ~~stock~~approval. ~~could~~Specific ~~make~~rights itgranted ~~more~~to ~~difficult~~future orholders ~~discourage~~of anpreferred stock ~~attempt~~could be used to ~~obtain~~restrict ~~control~~our ofability usto bymerge ~~means~~with, ofor asell ~~proxy~~our ~~contest~~assets to, ~~tender~~a ~~offer,~~third ~~merger~~party orand ~~otherwise~~as a result preserve control by the present management.

~~Provisions~~We have ofnearly ~~our~~1.9 ~~articles~~billion ofshares ~~incorporation and bylaws also could have the effect~~ of ~~discouraging~~authorized ~~potential~~but ~~acquisition~~unissued ~~proposals~~common orstock. ~~tender~~Our ~~offers~~authorized orbut ~~delaying~~unissued orshares ~~preventing~~of acommon ~~change~~stock inare ~~control,~~available for ~~including~~future ~~changes~~issuance awithout shareholder ~~might consider favorable~~approval. These ~~provisions~~additional shares may ~~also~~be ~~prevent~~used orfor ~~frustrate~~a ~~attempts~~variety byof ~~our~~corporate ~~shareholders~~finance totransactions, acquisitions ~~replace~~and oremployee ~~remove~~benefit ~~our management~~plans. InThe ~~particular,~~existence ~~the~~of ~~articles~~authorized ofbut ~~incorporation~~unissued and ~~bylaws,~~unreserved ~~among~~common ~~other~~stock ~~things:~~could ~~provide~~make ~~our~~it ~~board~~more ~~with~~difficult or ~~the~~discourage ~~ability~~an attempt to ~~alter~~obtain ~~the~~control ~~bylaws without shareholder approval; deny shareholders cumulative voting rights in the election~~ of ~~our~~us ~~directors;~~by ~~place~~means ~~limitations on the removal~~ of ~~our directors; and provide that vacancies on our board may be filled by~~ a ~~majority~~proxy ofcontest, ~~directors~~tender ~~in office~~offer, ~~although~~merger ~~less~~or ~~than a quorum~~otherwise.

13Provisions of our articles of incorporation and bylaws also could have the effect of discouraging potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a shareholder might consider favorable. These provisions may also prevent or frustrate attempts by our shareholders to replace or remove our management. In particular, the articles of incorporation and bylaws, among other things: provide our board with the ability to alter the bylaws without shareholder approval; deny shareholders cumulative voting rights in the election of our directors; place limitations on the removal of our directors; and provide that vacancies on our board may be filled by a majority of directors in office, although less than a quorum.

~~Table of Contents~~13

~~The~~Table ~~market price~~ of ~~our common stock is volatile and can be adversely affected by numerous factors.~~Contents

The market share prices of publicly traded biotechnology and emerging pharmaceutical companies, particularly companies without consistent product revenues and earnings, can be highly volatile and are likely to remain highly volatile in the future. The price ~~which investors may realize in sales~~ of ~~their shares of~~ our ~~stock~~common ~~may be materially different than the price at which our~~ stock is ~~quoted,~~volatile and ~~will~~can be ~~influenced~~adversely affected by anumerous ~~large number of~~ factors~~, some specific to us and our operations, and some unrelated to our operations~~. These factors may cause the price of our stock to fluctuate frequently and substantially. Relevant factors may include large purchases or sales of our common stock, shorting of our stock, positive or negative events, commentaries or publicity relating to our company, management or products, or other companies, management or products, including other immune therapies for cancer or immune therapies or cancer therapies generally, positive or negative events relating to healthcare and the overall pharmaceutical and biotech sector, the publication of research by securities analysts and changes in recommendations of securities analysts, legislative or regulatory changes, and/or general economic conditions. In the past, shareholder litigation, including class action litigation, has been brought against other companies that experienced volatility in the market price of their shares or unexpected or adverse developments in their business. Whether or not meritorious, litigation can result in substantial costs, divert management’s attention and resources, and harm the company’s financial condition and results of operations.

~~Our~~The share ~~Common~~prices ~~Stock~~of publicly traded biotechnology and emerging pharmaceutical companies, particularly companies without consistent product revenues and earnings, can be highly volatile and are likely to remain highly volatile in the future. The price which investors may realize in sales of their shares of our stock may be materially different than the price at which our stock is ~~considered~~quoted, and will be influenced by a ~~“penny~~large number of factors, some specific to us and our operations, and some unrelated to our operations. These factors may cause the price of our stock” to fluctuate frequently and substantially. Relevant factors may beinclude ~~difficult~~large purchases or sales of our common stock, shorting of our stock, positive or negative events, commentaries or publicity relating to ~~sell~~our company, management or products, or other companies, management or products, including other immune therapies for cancer or immune therapies or cancer therapies generally, positive or negative events relating to healthcare and the overall pharmaceutical and biotech sector, the publication of research by securities analysts and changes in recommendations of securities analysts, legislative or regulatory changes, and/or general economic conditions. In the past, shareholder litigation, including class action litigation, has been brought against other companies that experienced volatility in the market price of their shares or unexpected or adverse developments in their business. Whether or not meritorious, litigation can result in substantial costs, divert management’s attention and resources, and harm the company’s financial condition and results of operations.

~~The~~Our Common ~~SEC~~Stock has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price of our stock has fluctuated greatly. As of the date of this filing, the market price of our common stock is ~~less~~considered ~~than $5.00 per share, and therefore is~~ a “penny stock” ~~according to SEC rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers~~ and ~~accredited~~may investors (generally those with assets in excess of $1.0 million or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be ~~sent~~difficult ~~disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers~~ to sell ~~our stock and may result in decreased liquidity for our stock and increased transaction costs for sales and purchases of our stock as compared to other securities~~.

The SEC has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. Historically, the price of our stock has fluctuated greatly. As of the date of this filing, the market price of our common stock is less than $5.00 per share, and therefore is a “penny stock” according to SEC rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1.0 million or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the ~~Sarbanes~~broker-~~Oxley~~dealer ~~Act~~must make a special suitability determination for the purchase of ~~2002~~securities and ~~other~~have Ureceived the purchaser’s written consent to the transaction before the purchase.S Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. ~~laws~~Finally, ~~impose~~monthly ~~substantial~~statements ~~costs~~must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our stock and may ~~drain~~result in decreased liquidity for our ~~resources~~stock and ~~distract~~increased transaction costs for sales and purchases of our ~~management~~stock as compared to other securities.

~~We are subject to certain of the~~ The requirements of the Sarbanes-Oxley Act of 2002, asand ~~well~~other ~~as the reporting requirements under the Exchange Act of 1934 (the “Exchange Act”)~~U.S. ~~The~~securities ~~Sarbanes-Oxley~~laws ~~Act~~impose ~~requires,~~substantial ~~among~~costs ~~other things, that we maintain effective disclosure controls~~ and ~~procedures~~may ~~and~~drain ~~internal controls over financial reporting. We have previously identified material weaknesses in~~ our ~~internal controls. Substantial efforts and~~ resources ~~must be expended to maintain a controlled environment, which is difficult for a small company like ours. Continued additional investments~~ and distract ~~management time to meet these requirements will be necessary since control weaknesses raise the risk of future material errors in~~ our ~~financial statements~~management. We may not be able to maintain effective controls over time. If we have material weaknesses in the future, this may subject us to SEC enforcement action, which could include monetary fines or other equitable remedies that could be detrimental to the ongoing business of the Company.

We are dosubject ~~not~~to ~~intend~~certain toof ~~pay~~the ~~any~~requirements ~~cash~~of ~~dividends~~the inSarbanes-Oxley Act of 2002, as well as the ~~foreseeable~~reporting ~~future~~requirements ~~and~~under the Exchange Act of 1934 (the “Exchange Act”). The Sarbanes-Oxley Act requires, ~~therefore~~among other things, ~~any~~that ~~return~~we onmaintain ~~your~~effective ~~investment~~disclosure controls and procedures and internal controls over financial reporting. We have previously identified material weaknesses in our ~~stock~~internal controls. Substantial efforts and resources must ~~come~~be ~~from~~expended ~~increases~~to maintain a controlled environment, which is difficult for a small company like ours. Continued additional investments and management time to meet these requirements will be necessary since control weaknesses raise the risk of future material errors in our financial statements. We may not be able to maintain effective controls over time. If we have material weaknesses in the ~~market~~future, ~~price~~this may subject us to SEC enforcement action, which could include monetary fines or other equitable remedies that could be detrimental to the ongoing business of ~~our~~the ~~stock~~Company.

We ~~have not paid any cash dividends on our stock to date in our history, and we~~ do not intend to pay any cash dividends ~~on our stock~~ in the foreseeable future. ~~We intend to retain future earnings, if any, for reinvestment in the development~~ and ~~expansion of our business. Also~~, ~~any credit agreements which we may enter into with institutional lenders may restrict our ability to pay dividends. Therefore~~therefore, any return on your investment in our stock must come from increases in the ~~fair~~ market ~~value and trading~~ price of our stock~~, which may not occur~~.

14We have not paid any cash dividends on our stock to date in our history, and we do not intend to pay cash dividends on our stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Also, any credit agreements which we may enter into with institutional lenders may restrict our ability to pay dividends. Therefore, any return on your investment in our stock must come from increases in the fair market value and trading price of our stock, which may not occur.

~~Table of Contents~~14

~~Forward-Looking~~Table ~~Statements~~of Contents

~~This annual report contains statements that are forward-looking within the meaning of Section 21E of the Exchange Act.~~ Forward-looking statements are statements other than historical facts, including, without limitation, statements that are identified by words like “may,” “could,” “would,” “should,” “will,” “believe,” “expect,” “anticipate,” “plan,” “predict,” “estimate,” “target,” “project,” “intend,” or similar expressions. These statements include, among others, statements regarding our current expectations, estimates and projections about future events and financial trends affecting the financial condition and operations of our business. These statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those expressed. You should not rely solely on these forward-looking statements and should consider all uncertainties and risks throughout this document. Forward-looking statements are only predictions and not guarantees of performance and speak only as of the date they are made. We do not undertake to update any forward-looking statement in light of new information or future events.Looking Statements

~~Although~~This annual wereport ~~believe~~contains statements that ~~the~~are ~~expectations,~~forward-looking ~~estimates~~within ~~and~~the ~~projections~~meaning ~~reflected~~of inSection 21E of the ~~forward~~Exchange Act. Forward-looking statements are instatements ~~this~~other ~~report~~than ~~are~~historical ~~based~~facts, onincluding, ~~reasonable~~without ~~assumptions~~limitation, ~~when~~statements ~~they~~that ~~were~~are ~~made~~identified by words like “may,” “could,” we“would,” ~~cannot~~“should,” ~~assure~~“will,” ~~you~~“believe,” ~~that~~“expect,” ~~these~~“anticipate,” “plan,” ~~expectations~~“predict,” ~~estimates~~“estimate,” ~~and~~“target,” ~~projections~~“project,” ~~will~~“intend,” or besimilar ~~achieved~~expressions. WeThese ~~believe~~statements ~~the~~include, ~~forward-looking~~among others, statements inregarding ~~this~~our ~~report~~current ~~are~~expectations, ~~reasonable;~~estimates ~~however,~~and ~~you~~projections about ~~should~~future ~~not~~events ~~place~~and ~~undue~~financial ~~reliance~~trends onaffecting ~~any~~the ~~forward-looking~~financial ~~statement,~~condition asand ~~they~~operations of our business. These statements are ~~based~~inherently subject onto ~~current~~a ~~expectations.~~variety ~~Future~~of ~~events~~risks and uncertainties that could cause actual results ~~may~~to differ materially from those ~~discussed~~expressed. inYou ~~the~~should not rely solely on these forward-looking statements and should consider all uncertainties and risks throughout this document. ~~Factors~~Forward-looking statements ~~that~~are ~~could~~only ~~cause~~predictions ~~actual~~and ~~results~~not toguarantees ~~differ~~of ~~materially~~performance ~~from~~and ~~our~~speak ~~expectations~~only ~~include,~~as ~~but~~of the date they are made. We do not ~~limited~~undertake to: update any forward-looking statement in light of new information or future events.

●Although we Ifbelieve wethat ~~are~~the ~~unable~~expectations, toestimates ~~successfully~~and ~~complete~~projections ~~clinical~~reflected ~~trials~~in orthe ~~obtain~~forward-looking ~~regulatory~~statements ~~approval~~in ~~for~~this ~~our~~report ~~novel~~are ~~cancer~~based ~~treatment~~on reasonable assumptions when they were made, we cannot assure you that these expectations, estimates and projections will ~~have~~be noachieved. ~~source~~We ofbelieve the ~~revenue~~forward-looking statements in this report are reasonable; however, you should not place undue reliance on any forward-looking statement, as they are based on current expectations. Future events and actual results may differ materially from those discussed in the forward-looking statements. Factors that could cause actual results to differ materially from our expectations include, but are not limited to:

● WeIf ~~have~~we ~~incurred~~are ~~significant~~unable ~~net~~to ~~losses~~successfully ~~from~~complete ~~operations~~clinical ~~and~~trials ~~have~~or ~~defaulted~~obtain onregulatory ~~our~~approval ~~debt,~~for ~~and~~our ~~must~~novel ~~raise~~cancer ~~additional capital to fund our operations~~treatment, ~~commercialize~~we ~~our~~will ~~products,~~have ~~and~~no ~~repay~~source ~~our~~of ~~debt~~revenue.

● We have ~~been~~incurred ~~unable~~significant tonet ~~obtain~~losses ~~any~~from ~~significant~~operations ~~sources~~and ofhave ~~funding~~defaulted ~~other~~on ~~than~~our ~~Sumner Global~~debt, and ifmust ~~the~~raise ~~Sumner~~additional ~~transaction~~capital ~~does~~to ~~not~~fund ~~close~~our weoperations, ~~will~~commercialize ~~be unable to pay~~ our ~~debts~~products, orand ~~continue~~repay our ~~operations~~debt.

● We have ~~limited~~been ~~management~~unable ~~resources~~to ~~and~~obtain ~~only~~any ~~one~~significant ~~full~~sources ~~time~~of ~~employee~~funding, ~~whom~~and weif ~~are~~a ~~dependent~~funding ~~upon~~transaction ~~for~~does ~~our~~not ~~success,~~close ~~and~~we ~~the~~will ~~loss~~be ofunable ~~any~~to ~~member~~pay of our ~~management~~debts ~~team~~or ~~would~~continue ~~negatively impact~~ our operations.

● ~~The~~We ~~exercise~~have oflimited ~~our~~management ~~outstanding~~resources ~~warrants,~~and ~~conversion~~only ofone ~~our~~full ~~convertible~~time ~~debt,~~employee orwhom ~~conversion~~we ofare ~~our~~dependent ~~outstanding~~upon ~~preferred~~for ~~stock~~our ~~would~~success, ~~result~~and inthe ~~significant~~loss ~~dilution~~of ~~for~~any member of our ~~common~~management ~~shareholders~~team would negatively impact our operations.

● ~~Our~~The ~~CEO~~exercise ~~controls shares~~ of our ~~common~~outstanding ~~and~~warrants, ~~preferred~~conversion ~~stock~~of ~~that~~our ~~that~~convertible ~~give~~debt, ~~him~~or ~~the~~conversion ~~ability~~of toour ~~determine~~outstanding ~~the~~preferred ~~outcome~~stock ofwould ~~issues~~result ~~submitted~~in tosignificant ~~our~~dilution ~~shareholders,~~for ~~including~~our ~~the~~common ~~election of directors~~shareholders.

Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations and also could cause actual results to differ materially from those included, contemplated or implied by the forward-looking statements made in this report, and you should not consider the factors listed above to be a complete set of all potential risks or uncertainties. All subsequent written or oral forward-looking statements concerning NovAccess or other matters addressed in this report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section of this report, the other information contained or incorporated by reference in this report, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of this report.

Item 1B. Unresolved ~~Staﬀ~~Staff Comments.

We have no unresolved Securities and Exchange Commission (SEC) comments to report.

Item 1C. Cybersecurity.

~~Not~~Risk Management ~~applicable~~and ~~to fiscal years ending on September 30, 2023.~~Strategy

15We have established policies and processes for assessing, identifying, and managing material risk from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or data. We have integrated these processes into our overall risk management systems and processes, and they include overseeing and identifying risks from cybersecurity threats associated with the use of third-party service providers. We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework (NIST CSF 2.0). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF 2.0 as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business. To protect our information systems from cybersecurity threats, we use various security tools that are designed to protect against cyber security incidents, as well as to identify, escalate, investigate, resolve, and recover from security incidents in a timely manner.

~~Table~~Our business strategy, results of ~~Contents~~operations and financial condition have not been materially affected by risks from cybersecurity threats, but may be negatively impacted in the future by cybersecurity incidents.

~~Item 2. Properties.~~Governance

AsOur board aof ~~biopharmaceutical~~directors ~~company~~is inresponsible ~~the~~for ~~pre-IND~~monitoring ~~stage,~~and ~~NovAccess~~assessing ~~does~~strategic ~~not~~risk ~~require~~exposure aand ~~physical~~oversight ~~headquarters~~of orour ~~permanent~~risk ~~research~~management ~~and~~process, including ~~development~~risks ~~facilities.~~from Tocybersecurity ~~conserve~~threats. ~~capital,~~Because weour ~~utilize~~board ~~third-party~~has ~~office~~only ~~facilities~~three ~~when~~members, ~~needed~~it ~~and~~has ~~maintain~~not formed a ~~mailing~~committee ~~office~~tasked ~~address~~with atthese responsibilities, ~~8584~~and E.addresses ~~Washington~~them ~~Street,~~as Noa whole. ~~127~~However, ~~Chagrin~~the ~~Falls,~~board ~~Ohio~~relies ~~44023.~~on ~~In addition,~~ our ~~StemVax,~~executive ~~LLC~~officers ~~subsidiary~~for ~~utilizes~~the ~~third~~day-~~party~~to-day ~~laboratory~~management ~~and~~of the ~~research~~material ~~space~~risks inwe ~~Pasadena and Santa Cruz~~face, ~~California~~including ascybersecurity ~~needed~~threats.

~~Item 3. Legal Proceedings.~~15

WeTable ~~are~~of ~~not involved in any legal proceedings.~~Contents

Item 4 2. ~~Mine Safety Disclosures~~Properties.

WeAs a ~~are~~biopharmaceutical company in the pre-IND stage, NovAccess does not ~~engaged~~require a physical headquarters or permanent research and development facilities. To conserve capital, we utilize third-party office facilities when needed and maintain a mailing office address at 459 Columbus Ave #607, New York, NY 10025. In addition, our StemVax, LLC subsidiary utilizes third-party laboratory and research space in ~~mining~~Pasadena and ~~operations~~Santa Cruz, California as needed.

16Item 3. Legal Proceedings.

~~Table~~On October 7, 2024, 13 Paul Lending LLC filed a complaint against NovAccess in the Circuit Court of ~~Contents~~Fairfax County, Virginia caption 13 Paul Lending LLC v NovAccess Global Inc., CL-2024-0014265. 13 Paul loaned the Company $55,000 pursuant to a securities purchase agreement and convertible promissory note dated August 16, 2023. In the complaint, 13 Paul alleges breach of the note and purchase agreement and is seeking default damages of approximately $510,000. We previously repaid a portion of the loan and believe that the damages sought by 13 Paul are excessive. On October 22, 2025, the court dismissed the case because NovAccess had not been served within a year of 13 Paul filing the complaint. On October 31, 2025, 13 Paul filed a motion for reconsideration, arguing that NovAccess had agreed to accept service. On November 2025, NovAccess made a payment of $10,000 to 13 Paul. We are in ongoing discussions with 13 Paul’s counsel to settle the case, but cannot guarantee that we will be able to settle with 13 Paul on terms acceptable to us or at all.

~~Part~~Item 4. IIMine Safety Disclosures.

~~Item~~We are 5.not ~~Market~~engaged ~~for~~in ~~Registrant’s~~mining ~~Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~operations.

The common stock of NovAccess trades on the OTCQB Market under the symbol “XSNX.” Trading in the common stock is limited and sporadic. The following table lists the high and low closing sale prices for our stock for each quarter for the last two fiscal years as reported on the OTCQB. Because our stock is traded on the OTCQB, these quotations reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions.16

	Closing Price
Quarter Ended	High		Low
December 31, 2021		0.74		0.27
March 31, 2022		0.53		0.28
June 30, 2022		0.48		0.10
September 30, 2022		0.30		0.12
December 31, 2022		0.31		0.12
March 31, 2023		0.25		0.14
June 30, 2023		0.20		0.11
September 30, 2023		0.12		0.07

Table of Contents

We had 354 shareholders of record of our common stock on December 31, 2023. We intend to reinvest in our business and do not currently intend to pay cash dividends on our common stock in the foreseeable future.Part II

~~Unregistered~~Item 5. ~~Sales~~Market offor Registrant’s Common ~~Stock~~Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~During~~The common stock of NovAccess previously traded on the ~~quarter~~OTCQB ~~ended~~Market ~~September~~under ~~30,~~the ~~2023~~symbol “XSNX,” but is currently eligible to trade on the OTC Expert Market. Because we ~~issued~~are ~~208,752~~delinquent ~~unregistered~~in ~~shares~~our ofSEC filings, our ~~common~~shares ~~stock~~are ~~for~~only ~~compensatory~~eligible ~~purposes.~~to ~~Effective~~trade ~~September~~for ~~27,~~unsolicited ~~2023~~customer orders, wenot ~~issued~~proprietary ~~108,750~~broker-dealer ~~unregistered~~quotations. ~~shares~~Trading ofin ~~our~~the common stock tois ~~Letzhangout~~limited ~~LLC~~and sporadic. ~~for~~The ~~accounting~~following ~~services~~table ~~provided~~lists tothe high ~~NovAccess,~~ and ~~100,002~~low ~~unregistered~~closing ~~shares~~sale toprices ~~Darrow~~for ~~Associates~~our stock for ~~investor~~each ~~relations~~quarter ~~services~~for ~~provided~~the tolast ~~NovAccess.~~two ~~The~~fiscal ~~issuance~~years ofas ~~shares~~reported toon ~~our~~the ~~service~~OTCQB. ~~providers~~These isquotations reflect ~~exempt~~inter-dealer ~~from~~prices, ~~registration~~without ~~under~~retail ~~Section~~markup, ~~4(a)(2)~~markdown ofor ~~the~~commission ~~Securities~~and ~~Act~~may not represent actual transactions.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

	Closing Price
Quarter Ended	High		Low
December 31, 2022		0.325		0.116
March 31, 2023		0.290		0.140
June 30, 2023		0.200		0.100
September 30, 2023		0.133		0.061
December 31, 2023		0.100		0.017
March 31, 2024		0.049		0.008
June 30, 2024		0.018		0.004
September 30, 2024		0.019		0.005

~~Cautionary~~We had 354 shareholders of record of our common stock on December 31, 2024. We intend to reinvest in our business and ~~Forward-Looking~~do ~~Statements~~not currently intend to pay cash dividends on our common stock in the foreseeable future.

~~The~~Unregistered Sales ~~following discussion and analysis~~ of ~~our~~Common financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. In addition to historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated by these forward-looking statements as a result of many factors, including those discussed under “Item 1A: Risk Factors” and elsewhere in this Annual Report on Form 10-K.Stock

WeDuring the ~~undertake~~quarter noended ~~obligation~~September to30, ~~publicly~~2024, ~~revise~~we ~~these~~issued ~~forward-looking~~172,502 ~~statements~~unregistered toshares ~~reflect~~of ~~events~~our orcommon ~~circumstances~~stock ~~that~~for ~~arise~~compensatory ~~after~~purposes. ~~the~~Effective September ~~date~~30, 2024, we issued 72,500 unregistered shares of ~~this~~our ~~report~~common stock to Letzhangout LLC. ~~Readers~~for ~~should~~accounting ~~carefully~~services ~~review~~provided ~~the~~to NovAccess, ~~factors~~and ~~described~~100,002 inunregistered ~~other~~shares ~~documents~~to ~~that~~Darrow ~~the~~Associates ~~Company~~for ~~files~~investor ~~from~~relations ~~time~~services provided to ~~time~~NovAccess. ~~with~~The issuance of shares to our service providers is exempt from registration under Section 4(a)(2) of the ~~SEC~~Securities Act.

~~Organization~~Item 6. [Reserved]

~~NovAccess Global Inc~~Item 7. isManagement’s aDiscussion ~~Colorado~~and ~~corporation~~Analysis ~~that~~of ~~was~~Financial ~~formerly~~Condition ~~known as XsunX, Inc.~~ and ~~Sun~~Results ~~River~~of ~~Mining Inc~~Operations.

~~Business~~Cautionary and ~~Plan~~Forward-Looking Statements

InThe following ~~2020,~~discussion weand ~~transitioned~~analysis of our ~~operations~~financial ~~from~~condition ~~solar~~and ~~contracting~~results of operations toshould ~~the~~be ~~commercialization~~read ofin ~~developmental~~conjunction ~~healthcare~~with ~~solutions~~our inconsolidated financial statements and the ~~biotechnology,~~related ~~medical,~~notes ~~and~~included ~~health~~elsewhere ~~and~~in ~~wellness~~this ~~markets~~Annual Report on Form 10-K. OnIn ~~June~~addition 2,to ~~2020~~historical consolidated financial information, wethe ~~entered~~following ~~into~~discussion aand ~~membership~~analysis ~~interest~~contains ~~purchase~~forward-looking ~~agreement~~statements ~~with~~that ~~Innovest~~involve ~~Global~~risks, ~~Inc~~uncertainties and assumptions. toOur ~~acquire~~actual ~~StemVax~~results ~~LLC~~could ~~(“Stemvax”)~~differ ~~for~~materially ~~7.5~~from ~~million~~those ~~shares~~anticipated by these forward-looking statements as a result of ~~our~~many factors, ~~unregistered~~including ~~common~~those ~~stock.~~discussed ~~The~~under ~~acquisition~~“Item ~~was~~1A: ~~completed~~Risk onFactors” ~~September~~and 8,elsewhere ~~2020~~in this Annual Report on Form 10-K.

17We undertake no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date of this report. Readers should carefully review the factors described in other documents that the Company files from time to time with the SEC.

~~Table of Contents~~Organization

~~StemVax,~~NovAccess Global Inc. is a ~~biopharmaceutical~~Colorado ~~company~~corporation ~~developing novel therapies for brain tumor patients~~ that ~~holds~~was anformerly ~~exclusive patent license from Cedars-Sinai Medical Center in Los Angeles, California (Cedars-Sinai)~~ known as ~~StemVax Glioblast (SVX-GB/TLR-AD1). TLR-AD1 specifically targets glioblastoma~~XsunX, ~~the most common and lethal type of adult brain tumor~~Inc. ~~Christopher Wheeler, President of StemVax, has been involved in the pre-clinical research~~ and ~~development~~Sun ofRiver ~~the~~Mining ~~drug candidate at Cedars-Sinai Department of Neurosurgery since 1997~~Inc. Dr. Wheeler began preparing the pre-IND application to obtain FDA approval to start human clinical trials. In 2021, Dr. Wheeler led pre-IND interactions with the FDA and obtained a recommended roadmap from the FDA to facilitate the filing of an IND application for a Phase I application or a Phase II application. We are currently executing on their recommendations and plan to submit an IND application in 2024. In August 2022, we filed an application with the U.S. Food and Drug Administration for orphan drug designation (“ODD”) for TLR-AD1, which was granted in October 2022. Receiving ODD status represents a milestone in the development of TLR-AD1 and provides us with multiple incentives, including seven-year marketing exclusivity and federal tax credits, among other benefits.

We believe that investing in the biotechnology industry will significantly increase value for our shareholders. However, we cannot guarantee that we will be successful in this endeavor or that we can locate, acquire and finance the acquisition of biotechnology companies.Business Plan

~~Results~~In 2020, we transitioned our operations from solar contracting operations to the commercialization of ~~Operations~~developmental ~~for~~healthcare solutions in the ~~Fiscal~~biotechnology, ~~Year~~medical, ~~Ended~~and ~~September~~health 30and wellness markets. On June 2, ~~2023~~2020, ~~Compared~~we entered into a membership interest purchase agreement with Innovest Global, Inc. to ~~Fiscal~~acquire ~~Year~~StemVax ~~Ended~~LLC (“StemVax”) for 7.5 million shares of our unregistered common stock. The acquisition was completed on September 308, ~~2022~~2020.

~~Revenue and Cost of Sales~~17

~~The~~Table ~~Company generated no revenue or cost~~ of ~~goods sold in the fiscal years ended September 30, 2023, and 2022.~~Contents

~~Selling~~StemVax, is ~~General~~a biopharmaceutical company developing novel therapies for brain tumor patients that holds an exclusive patent license from Cedars-Sinai Medical Center in Los Angeles, California (Cedars-Sinai) known as StemVax Glioblast (SVX-GB/TLR-AD1). TLR-AD1 specifically targets glioblastoma, the most common and ~~Administrative~~lethal ~~Expenses~~type of adult brain tumor. Christopher Wheeler, President of StemVax, has been involved in the pre-clinical research and development of the drug candidate at Cedars-Sinai Department of Neurosurgery since 1997. Dr. Wheeler began preparing the pre-IND application to obtain FDA approval to start human clinical trials. In 2021, Dr. Wheeler led pre-IND interactions with the FDA and obtained a recommended roadmap from the FDA to facilitate the filing of an IND application for a Phase I application or a Phase II application. We are currently executing on their recommendations and plan to submit an IND application in 2026. In August 2022, we filed an application with the U.S. Food and Drug Administration for orphan drug designation (“ODD”) for TLR-AD1, which was granted in October 2022. Receiving ODD status represents a milestone in the development of TLR-AD1 and provides us with multiple incentives, including seven-year marketing exclusivity and federal tax credits, among other benefits. In May 2024, NovAccess submitted a provisional patent, and in May 2025 a non-provisional patent, for new intellectual property developed at Cedars-Sinai to advance the Company’s immunotherapy platform. The patent pertains to the use of a specific protein, IDH1, which is commonly mutated in brain and other tumors. Pre-clinical and clinical research published by Dr. Wheeler, has shown that mutated IDH1 in the tumor predicts poor response to dendritic cell (DC) immunotherapy treatment for brain cancer, while high expression of non-mutated IDH1 in tumor tissue discerns long-term from short-term survivors in patients with brain tumors such as glioblastoma. With the filing, NovAccess effectively doubled its patent portfolio, and intends to use analysis of IDH1 in tumors to promote the delivery of TLR-AD1 to only the patients most likely to benefit from it. The Company plans to approach the US Food and Drug Administration to determine how best to co-develop IDH1 and TLR-AD1.

~~Selling,~~Results of ~~general~~Operations ~~and administrative (SG&A) expenses increased by $1,130,865 during fiscal 2023 to $2,312,399 as compared to $1,181,534~~ for ~~fiscal~~the ~~2022.~~Fiscal ~~The~~Year ~~increase~~Ended inSeptember ~~SG&A expenses was related primarily due to the Company recognizing $563~~30,~~315~~ ~~in stock compensation expense and $563~~2024,~~998~~ inCompared ~~warrant expense in fiscal 2023 compared~~ to $0Fiscal ~~recognized~~Year inEnded ~~fiscal~~September ~~2022. The stock compensation expense resulted from the issuance of stock options to Board Members~~30, ~~employees and other service providers as compensation for their services during~~ 2023. The warrant expense was the result of issuing warrants in return for the extension of the due dates on certain loans. All other expenses were at similar levels between the two years and resulted in a net increase of $3,552.

~~Research~~ Revenue and ~~development~~Cost ~~Expenses~~of Sales

~~Research~~The Company ~~and~~generated ~~development~~no ~~expenses~~revenue ~~decreased~~or bycost ~~$31,753~~of ~~for~~goods ~~fiscal~~sold ~~2023~~in tothe ~~$154,362~~fiscal asyears ~~compared~~ended toSeptember ~~$186~~30,~~115~~ ~~for~~2024, ~~fiscal 2022 because of the timing of research~~ and ~~development activities in relation to our IND application to the FDA~~2023.

~~Other~~Selling, General ~~Income/(~~and Administrative Expenses)

~~Other~~Selling, general and administrative (SG&A) expenses ~~increased~~decreased by $1,~~909~~564,~~875~~623 toduring ~~$2,258,185 for~~ fiscal ~~2023~~2024 ~~from~~to ~~other~~$747,776 ~~expenses~~as ofcompared to $~~348~~2,~~310~~312,399 for fiscal ~~2022~~2023. The ~~change~~primary ~~was~~decrease ~~primarily~~in ~~due~~SG&A toexpenses an$1,180,813 ~~increase~~was inrelated to the ~~loss~~Company onrecognizing ~~derivative liabilities of~~ $329,~~331,084~~000 ~~from~~in awarrant ~~gain~~expense in fiscal ~~2022~~2023 compared ofto $2563,~~084,242~~315 toin astock ~~loss~~compensation ofexpense and $1563,~~246,842~~998 in warrant expense in fiscal 2023. ~~This~~The ~~change~~stock ~~was~~compensation expense resulted from the ~~result~~issuance of ~~additional~~stock ~~convertible~~options ~~debt~~to ~~entered~~board ~~into~~members, ~~during~~employees ~~the~~and ~~year~~other asservice ~~well~~providers as ~~the~~compensation ~~overall~~for ~~decline~~their inservices ~~the~~during ~~stock price and increase in volatility~~2023. The ~~This~~warrant ~~increased~~expense ~~loss~~ was ~~partially~~the ~~offset~~result byof aissuing ~~decrease~~warrants in ~~interest~~return ~~expense~~for ofthe ~~$471,065~~extension ~~because~~ of ~~lower~~the ~~debt~~due ~~amortization~~dates ~~costs,~~on acertain ~~decrease~~loans. inThe anprofessional services ~~expense~~fees ofdecreased by $~~879~~328,~~500~~872 ~~relating~~during fiscal 2024 to ~~the~~$338,469 ~~price~~as ~~guarantee~~compared onto ~~shares~~$667,341 ~~issued~~for asfiscal a2023. ~~commitment~~The ~~fee~~decreases toresulted ~~one~~from investor ofrelations ~~our~~expenses ~~note~~of ~~holders~~$262,343, alegal ~~decrease~~and inaccounting ~~the~~of ~~loss~~$52,007, onand ~~the~~all ~~extinguishment~~other ofprofessional ~~debt~~fees of $5414,~~813~~522. asAll ~~well~~other asexpenses were ~~miscellaneous~~at ~~income~~similar inlevels ~~2023~~between ofthe ~~$56,082~~two ~~relating~~years toand ~~ERC~~resulted ~~tax~~in ~~credits~~a ~~received~~net indecrease ~~fiscal~~of ~~2023~~$54,474.

The estimates of fair market value are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements Research and ~~probabilities~~development of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.Expenses

~~Net~~Research and ~~Loss~~development expenses were at a similar level of $153,898 and $154,362 for fiscal 2024 and 2023, respectively. There were no new product investments in the year.

~~For fiscal year 2023, our net loss was $4,724,946 as compared to a net loss of $1,715,959 for fiscal 2022. The increase in net loss of $3,008,987 was due to the increase in SG&A and~~ Other Income/(Expenses ~~described above.~~)

18Other expenses decreased by $501,970 to $1,756,215 for fiscal 2024 from other expenses of $2,258,158 for fiscal 2023. The change was primarily due to a decrease in the loss on derivative liabilities of $868,225 from a loss in fiscal 2023 of $1,246,842 to a loss of $378,671 in fiscal 2024. This change was the result of additional convertible debt entered into and retired during 2024 as well as the overall decline in the stock price and increase in volatility. Additionally, interest expense decreased by $516,737 because of lower debt amortization costs This decrease was offset by a legal provision of $509,842, an impairment charge of $221,932 and by an increase in an expense of $177,553 relating to the price guarantee on shares issued as a commitment fee to one of our note holders.

~~Table~~The estimates of ~~Contents~~fair market value are based on multiple inputs, including the market price of our stock, interest rates, our stock price, volatility, variable conversion prices based on market prices defined in the respective agreements and probabilities of certain outcomes based on managements’ estimates. These inputs are subject to significant changes from period to period, therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

~~Liquidity and Capital Resources~~Net Loss

WeFor ~~had~~fiscal ayear 2024, ~~working~~our ~~capital~~net ~~deficit~~loss aswas ~~of September 30, 2023, of~~ $72,~~798~~657,~~484,~~889 as compared to a ~~working~~net ~~capital~~loss ~~deficit~~ of $4,~~653~~724,~~066,~~946 asfor offiscal ~~September 30, 2022~~2023. The ~~increase~~decrease ~~of $3,145,418~~ in ~~working~~net ~~capital~~loss ~~deficit was the result~~ of ~~an increase in the derivative liability on convertible notes amounting to~~ $12,~~542~~067,~~370~~057 ~~and~~was due ~~an increase in convertible notes payable amounting~~ to ~~$899,753~~the asdecrease ~~we took on more debt to fund our operations. There were also increases~~ in ~~accrued~~SG&A ~~expenses~~ and ~~other~~Other ~~liabilities~~Expenses ofdescribed ~~$496,006 and in accounts payable of $139,004 because of the deferral of payments to some service providers and our CEO~~above. ~~Cash and prepaid expenses reduced by $62,653.~~

For fiscal 2023, our cash flow used by operating activities was $624,636, as compared to cash flow used by operating activities of $903,489 for fiscal 2022. The decrease of $278,853 in cash flow used by operating activities was primarily due to lower cash expenses because of the funding situation.18

~~Cash~~Table ~~flow~~of ~~used by investing activities was $0 in fiscal 2023 and 2022.~~Contents

~~Cash~~Liquidity and ~~flow~~Capital provided by financing activities was $581,800 for fiscal 2023, as compared to cash provided by financing activities of $787,072 during fiscal 2022. The decrease in cash flow provided by financing activities reflects the difficulty in raising additional capital.Resources

~~The~~We ~~Company~~had ~~will~~a ~~need~~working capital todeficit ~~raise~~as ~~additional~~of ~~funds~~September 30, 2024 of $10,023,523, as compared to ~~finance~~a ~~its~~working ~~ongoing~~capital ~~operations~~deficit of $7,798,484 ~~complete~~as ~~its~~of ~~IND~~September ~~application~~30, to2023. The increase of $2,225,039 in working capital deficit was the ~~FDA~~result ~~and~~of toan ~~make~~increase ~~payments~~in ~~under~~the ~~its~~derivative ~~loan~~liability ~~agreements~~on convertible notes amounting to $410,461. WeThere ~~expect~~were ~~this~~also ~~will~~increases ~~require~~in ataccrued ~~least~~expenses and other liabilities of $~~5.0~~1,041,732, ~~million~~an ~~through~~increase ~~December~~in 31accrued legal settlement of $509,842 ~~2024.~~and Wean ~~plan~~increase toin ~~raise~~accounts ~~this~~payable ~~capital~~of ~~through~~$245,533 because of the ~~issuance~~deferral of ~~additional~~payments ~~common~~to ~~stock~~some asservice ~~well~~providers asand ~~obtaining~~our ~~additional~~CEO. Cash ~~debt~~and asprepaid ~~needed~~expenses reduced by $24.

~~Off-Balance~~For ~~Sheet~~fiscal ~~Arrangements~~2024, our cash flow used by operating activities was $215,402, as compared to cash flow used by operating activities of $624,636 for fiscal 2023. The decrease of $409,234 in cash flow used by operating activities was primarily due to lower cash expenses because of the lack of funding for operations.

WeCash doflow ~~not~~used by ~~have~~investing ~~any~~activities ~~relationships~~was ~~with~~$0 ~~unconsolidated~~in ~~entities~~fiscal or2024 ~~financial~~and partnerships such as entities often referred to as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes2023. ~~As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.~~

~~Critical~~Cash ~~Accounting~~flow ~~Estimates~~provided by financing activities was $214,878 for fiscal 2024, as compared to cash provided by financing activities of $581,800 during fiscal 2023. The decrease in cash flow provided by financing activities reflects the difficulty in raising additional capital.

The Company ~~preparation~~will ofneed ~~financial~~to ~~statements~~raise inadditional ~~conformity~~funds ~~with~~to ~~generally~~finance ~~accepted~~its ~~accounting~~ongoing ~~principles~~operations, ~~requires~~complete ~~management~~its toIND ~~make~~application ~~estimates~~to ~~and assumptions that affect~~ the ~~amounts~~FDA ~~reported~~and into ~~the~~make ~~accompanying~~payments under ~~consolidated~~its ~~financial~~loan ~~statements~~agreements. ~~Significant~~We ~~estimates~~plan ~~made~~to inraise ~~preparing~~this ~~these~~capital ~~consolidated~~through ~~financial statements include~~ the ~~estimate~~issuance of ~~useful~~equity ~~lives~~as ofwell ~~property~~as ~~and~~obtaining ~~equipment,~~additional ~~the~~debt ~~deferred~~as ~~tax valuation allowance, the fair value of stock options, and derivative liabilities~~needed. ~~Actual results could differ materially from those estimates.~~

~~Item~~Off-Balance Sheet ~~7A. Quantitative and Qualitative Disclosures About Market Risk.~~Arrangements

~~Because~~We do ~~NovAccess~~not ishave aany ~~“smaller~~relationships ~~reporting~~with ~~company”~~unconsolidated entities or financial partnerships such as ~~defined~~entities byoften referred to as structured finance or special purpose entities that would have been established for the ~~SEC~~purpose of facilitating off-balance-sheet arrangements or for other contractually narrow or limited purposes. As a result, we are not ~~required~~exposed to ~~provide~~any ~~additional~~financing, liquidity, market or credit risk that ~~disclosure~~could arise if we had engaged in such relationships.

~~Item~~Critical Accounting ~~8. Financial Statements and Supplementary Data.~~Estimates

The preparation ~~following~~of financial statements ~~are~~in ~~filed~~conformity with ~~this~~generally ~~Form~~accepted ~~10-K~~accounting ~~beginning~~principles atrequires ~~page~~management ~~F-1:~~to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of useful lives of property and equipment, the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ materially from those estimates.

~~Report~~Item 7A. ofQuantitative ~~M&K~~and ~~CPAS,~~Qualitative ~~PLLC,~~Disclosures ~~Independent~~About ~~Registered~~Market ~~Public Accounting Firm (PCAOB ID 2738)~~Risk.

~~Consolidated~~Because NovAccess ~~Financial~~is ~~Statements:~~a “smaller reporting company” as defined by the SEC we are not required to provide additional market risk disclosure.

~~Consolidated~~Item 8. ~~Balance~~Financial ~~Sheets~~Statements ~~as of September 30, 2023~~ and ~~2022~~Supplementary Data.

~~Consolidated~~The following ~~Statements~~financial ofstatements ~~Operations~~are ~~for~~filed ~~the~~with ~~fiscal~~this ~~years~~Form ~~ended~~10-K ~~September~~beginning ~~30,~~at ~~2023~~page ~~and 2022~~F-1:

Consolidated Statements of Shareholders’ Deficit for the fiscal years ended September 30, 2023 and 2022

Report of M&K CPAS, PLLC, Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-1

Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 2024 and 2023		F-2
Consolidated Statements of Operations for the fiscal years ended September 30, 2024 and 2023		F-3
Consolidated Statements of Shareholders’ Deficit for the fiscal years ended September 30, 2024 and 2023		F-4
Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2024 and 2023		F-5
Notes to Consolidated Financial Statements		F-6

~~Consolidated Statements of Cash Flows for the fiscal years ended September 30, 2023 and 2022~~19

~~Notes~~Table toof ~~Consolidated Financial Statements~~Contents

19REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

~~Table~~To the Board of ~~Contents~~Directors and Stockholders of NovAccess Global, Inc.

~~REPORT~~Opinion on OFthe ~~INDEPENDENT~~Consolidated ~~REGISTERED~~Financial ~~PUBLIC ACCOUNTING FIRM~~Statements

ToWe have audited the ~~Board~~accompanying consolidated balance sheets of ~~Directors~~NovAccess Global, Inc. (the Company) as of September 30, 2024 and 2023 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended September 30, 2024 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Stockholders of NovAccess Global, Inc.~~Going Concern

~~Opinion~~The accompanying onconsolidated financial statements have been prepared assuming that the ~~Consolidated~~Company ~~Financial~~will ~~Statements~~continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company have suffered multiple net losses from operations, has an accumulated deficit and no revenue to date, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have audited the accompanying consolidated balance sheets of NovAccess Global Inc. (the Company) as of September 30, 2023 and 2022, and the related consolidated statements of operations, shareholders”’ deficit, and cash flows Basis for each of the years in the two-year period ended September 30, 2023, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.Opinion

~~Going~~These consolidated ~~Concern~~financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~The~~We conducted ~~accompanying~~our ~~consolidated~~audits ~~financial~~in ~~statements~~accordance ~~have~~with ~~been~~the ~~prepared~~standards ~~assuming~~of ~~that~~ the ~~Company~~PCAOB. ~~will~~Those ~~continue~~standards asrequire athat ~~going~~we ~~concern.~~plan Asand ~~discussed~~perform inthe ~~Note~~audits 1 to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, ~~the~~whether ~~Company~~due ~~has~~to ~~net~~error ~~losses~~or ~~and~~fraud. The ~~limited~~Company ~~cash~~is ~~flows,~~not ~~which~~required ~~raises~~to ~~substantial~~have, ~~doubt~~nor ~~about~~were ~~its~~we ~~ability~~engaged to ~~continue~~perform, asan aaudit ~~going~~of ~~concern~~its internal control over financial reporting. ~~Management’s~~As ~~plans~~part of ~~regarding~~our ~~those~~audits, ~~matters~~we are ~~discussed~~required into ~~Note~~obtain 1.an ~~The~~understanding ~~consolidated~~of internal control over financial ~~statements~~reporting, dobut not ~~include~~for ~~any~~the ~~adjustments~~purpose ~~that~~of ~~might~~expressing an ~~result~~opinion ~~from~~on the ~~outcome~~effectiveness of ~~this~~the ~~uncertainty~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Basis~~Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe our audits provide a reasonable basis for ~~Opinion~~our opinion.

~~These~~Critical Audit consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Matter

WeThe critical ~~conducted~~audit ~~our~~matter ~~audits~~communicated inbelow ~~accordance~~is ~~with~~a ~~the~~matter ~~standards~~arising offrom the ~~PCAOB.~~current ~~Those~~period ~~standards~~audit ~~require~~of ~~that~~the weconsolidated ~~plan~~financial ~~and~~statements ~~perform~~that were ~~the~~communicated, ~~audit~~or required to ~~obtain~~be ~~reasonable~~communicated, ~~assurance~~to ~~about~~the ~~whether~~audit ~~the~~committee ~~consolidated~~and ~~financial~~that: ~~statements~~(1) ~~are~~relate ~~free~~to ofaccounts ~~material~~or ~~misstatement,~~disclosures ~~whether~~that ~~due~~are material to ~~error~~the orconsolidated ~~fraud.~~financial ~~The~~statements ~~Company~~and is(2) ~~not~~involved ~~required~~our toespecially ~~have~~challenging, ~~nor~~subjective, ~~were~~or wecomplex ~~engaged~~judgments. toThe ~~perform,~~communication of ancritical audit ofmatter ~~its~~does ~~internal~~not ~~control~~alter ~~over~~in ~~financial~~any ~~reporting.~~way ~~As part of~~ our ~~audits,~~opinion weon ~~are~~the ~~required~~consolidated tofinancial ~~obtain~~statements, antaken ~~understanding~~as ofa ~~internal~~whole, ~~control~~and ~~over~~we ~~financial reporting~~are not, ~~but~~by ~~not~~communicating ~~for~~ the ~~purpose~~critical ofaudit ~~expressing~~matter anbelow, providing separate opinion on the ~~effectiveness~~critical ofaudit ~~the~~matter ~~Company’s~~or ~~internal~~on ~~control~~the ~~over~~accounts ~~financial~~or disclosures ~~reporting.~~to ~~Accordingly,~~which weit ~~express no such opinion~~relates.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.Derivative Liabilities

~~Critical~~As discussed ~~Audit~~in ~~Matters~~Note 2, 5, 6 and 8, the Company borrows funds through the use of convertible note payable that contain a conversion price that may be fixed or a percentage of the stock price.

~~The~~Auditing management’s ~~critical~~evaluation ~~audit~~of ~~matters~~a ~~communicated~~fair ~~below~~value ~~are matters arising from the current period audit~~ of the ~~consolidated~~derivative ~~financial~~liability ~~statements~~involves ~~that~~significant ~~were~~judgement ~~communicated or required to be communicated to the audit committee~~ and ~~that:~~estimates ~~(1)~~given ~~relate to accounts or disclosures that are material to~~ the ~~consolidated~~embedded conversion ~~financial~~features ~~statements and (2) involved our especially challenging, subjective, or complex judgments. The communication~~ of ~~critical audit matters does not alter in any way our opinion on~~ the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relatenotes.

~~Derivative~~To evaluate ~~Liabilities~~the appropriateness of the fluctuation of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgement is exercised by the Company in determining derivative liability values for the convertible note agreements.

As/s/ M&K ~~discussed in Note 2 and Notes 4-7~~CPAS, ~~the Company borrows funds through the use of convertible note payable that contain a conversion price that may be fixed or a percentage of the stock price.~~PLLC

~~Auditing~~We have ~~management’s~~served ~~estimates~~as of the ~~fair~~Company’s ~~value~~auditor ofsince ~~the derivative liability involves significant judgement and estimates given the embedded conversion features of the notes.~~2019

~~To evaluate the appropriateness of the fluctuation of the conversion price~~The Woodlands, the embedded conversion feature requires bifurcation from the host contact and is recorded as a liability subject to market adjustments as of each reporting period. Significant judgment is exercised by the Company in determining derivative liability values for these convertible note agreements, including the use of a specialist engaged by management.Texas

~~/s/ M&K CPAS~~January 14, ~~PLLC~~2026

~~We have served as the Company’s auditor since 2019.~~F-1

~~The~~Table ~~Woodlands,~~of TXContents

~~February 9~~NOVACCESS GLOBAL, ~~2024~~INC.

~~F-1~~CONSOLIDATED BALANCE SHEETS

Table of Contents

	September 30, 2024			September 30, 2023

ASSETS

CURRENT ASSETS
Cash	$	20,891		$	21,415
Prepaid expenses		41,333			40,833

Total Current Assets		62,224			62,248

Investment		-			-

TOTAL ASSETS	$	62,224		$	62,248

LIABILITIES AND SHAREHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable	$	760,219		$	514,686
Accrued expenses and other current liabilities		3,024,299			1,982,567
Accrued legal settlement		509,842			-
Derivative and warrant liabilities		3,392,843			2,982,382
Due to related parties		181,217			181,217
Short term loan, related party		35,000			21,000
Convertible promissory notes, net of debt discount and debt issuance costs of $122,302 and $0 respectively. Some are in default (see Note 5)		2,160,827			2,166,380
Convertible promissory note related party		21,500			12,500
Total Current Liabilities		10,085,747			7,860,732

TOTAL LIABILITIES		10,085,747			7,860,732

SHAREHOLDERS’ DEFICIT
Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows:
Preferred Stock Series B, $0.01 par value, 25,000 authorized and 600 shares issued and outstanding	$	6			6
Common stock, no par value; 2,000,000,000 authorized common shares 61,652,385 and 21,744,209 shares issued and outstanding, respectively		44,081,498			43,683,197
Additional paid in capital		5,340,948			5,335,398
Paid in capital, common stock warrants		5,367,272			5,338,273
Paid in capital, preferred stock		4,747,108			4,747,108
Accumulated deficit		(69,560,355	)		(66,902,466	)

TOTAL SHAREHOLDERS’ DEFICIT		(10,023,523	)		(7,798,484	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	62,224		$	62,248

~~NOVACCESS~~The accompanying ~~GLOBAL,~~notes ~~INC~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED BALANCE SHEETS~~F-2

	September 30, 2023			September 30, 2022
ASSETS
CURRENT ASSETS
Cash	$	21,415		$	64,251
Prepaid expenses		40,833			60,650
TOTAL ASSETS	$	62,248		$	124,901
LIABILITIES AND SHAREHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable	$	514,686		$	375,682
Accrued expenses and other current liabilities		1,982,567			1,486,561
Derivative and warrant liabilities		2,982,382			1,440,012
Due to related parties		181,217			186,217
Short term loan, related party		21,000			12,500
Convertible promissory notes, net of debt discount and debt issuance costs of $0 and $340,503 respectively. Some are in default (see Note 15)		2,166,380			1,266,627
Convertible promissory note related party, net of debt discount and debt issuance cost of $0 and $2,132 respectively		12,500			10,368
Total Current Liabilities		7,860,732			4,777,967
TOTAL LIABILITIES		7,860,732			4,777,967
SHAREHOLDERS' DEFICIT
Preferred stock 50,000,000 shares authorized, shares issued and outstanding designated as follows:
Preferred Stock Series B, $0.01 par value, 25,000 authorized and 600 shares issued and outstanding	$	6			6
Common stock, no par value; 2,000,000,000 authorized common shares 21,744,209 and 18,669,507 shares issued and outstanding, respectively		43,683,197			43,225,982
Additional paid in capital		5,335,398			5,340,398
Paid in capital, common stock warrants		5,338,273			4,210,960
Paid in capital, preferred stock		4,747,108			4,747,108
Accumulated deficit		(66,902,466	)		(62,177,520	)
TOTAL SHAREHOLDERS' DEFICIT		(7,798,484	)		(4,653,066	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT	$	62,248		$	124,901

Table of Contents

~~The~~NOVACCESS GLOBAL, ~~accompanying notes are an integral part of these consolidated financial statements~~INC.

~~F-2~~CONSOLIDATED STATEMENTS OF OPERATIONS

~~Table~~FOR THE ofFISCAL ~~Contents~~YEARS ENDED SEPTEMBER 30, 2024 AND 2023

NOVACCESS GLOBAL, INC.

	Years Ended
	September 30, 2024			September 30, 2023

SALES	$	-		$	-

COST OF GOODS SOLD		-			-

GROSS PROFIT		-			-

OPERATING EXPENSES
Research and development expenses		153,898			154,362
Selling, general and administrative expenses		747,776			2,312,399

TOTAL OPERATING EXPENSES		901,674			2,466,761

LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(901,674	)		(2,466,761	)

OTHER INCOME/(EXPENSES)
Miscellaneous income		15,379			56,082
Extinguishment of derivative liability		232,986			237,465
Loss on change in derivative liability		(266,270	)		(1,246,842	)
Loss on derivatives		(112,347	)		-
Impairment of investment		(221,932	)		-
Commitment fee guarantee		(259,053	)		(81,500	)
Legal settlement provision		(509,842	)		-
Interest expense		(635,136	)		(1,223,390	)

TOTAL OTHER INCOME/(EXPENSES)		(1,756,215	)		(2,258,185	)

NET LOSS	$	(2,657,889	)	$	(4,724,946	)

DIVIDEND WARRANT PROTECTION RESERVE	$	-		$	(44,241	)

NET LOSS ATTRIBUTABLE TO SHAREHOLDERS	$	(2,657,889	)	$	(4,769,187	)

BASIC LOSS PER SHARE	$	(0.06	)	$	(0.23	)

DILUTED LOSS PER SHARE	$	(0.06	)	$	(0.23	)

WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		44,631,319			20,828,079
DILUTED		44,631,319			20,828,079

~~CONSOLIDATED~~The accompanying ~~STATEMENTS~~notes OFare ~~OPERATIONS~~an integral part of these consolidated financial statements.

~~FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2023 AND 2022~~F-3

	Years Ended
	September 30, 2023			September 30, 2022
SALES	$	-		$	-
COST OF GOODS SOLD		-			-
GROSS PROFIT		-			-
OPERATING EXPENSES
Research and development expenses		154,362			186,115
Selling, general and administrative expenses		2,312,399			1,181,534
TOTAL OPERATING EXPENSES		2,466,761			1,367,649
LOSS FROM OPERATIONS BEFORE OTHER INCOME/(EXPENSES)		(2,466,761	)		(1,367,649	)
OTHER INCOME/(EXPENSES)
Miscellaneous income		56,082			-
Extinguishment of derivative liability		237,465			277,716
Extinguishment of debt		-			(54,813	)
(Loss) Gain on change in derivative liability		(1,246,842	)		2,084,242
Commitment Fee Guarantee		(81,500	)		(961,000	)
Interest expense		(1,223,390	)		(1,694,455	)
TOTAL OTHER INCOME/(EXPENSES)		(2,258,185	)		(348,310	)
NET LOSS	$	(4,724,946	)	$	(1,715,959	)
DIVIDEND WARRANT PROTECTION RESERVE	$	(44,241	)	$	-
NET LOSS ATTRIBUTABLE TO SHAREHOLDERS	$	(4,769,187	)	$	(1,715,959	)
BASIC LOSS PER SHARE	$	(0.23	)	$	(0.10	)
DILUTED LOSS PER SHARE	$	(0.23	)	$	(0.10	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
BASIC		20,828,079			16,525,643
DILUTED		20,828,079			16,525,643

Table of Contents

~~The~~NOVACCESS ~~accompanying~~GLOBAL, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-3~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

~~Table~~FOR ofTHE ~~Contents~~FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

NOVACCESS GLOBAL, INC.

	Preferred Stock, Class B				Common Stock				Additional Paid-in			Stock Options/ Warrants Paid in		Paid in Capital, Preferred		Accumulated
	Shares		Amount		Shares		Amount		Capital			Capital		Stock		Deficit			Total

Balance at September 30, 2022		600	$	6		18,669,507	$	43,225,982	$	5,340,398		$	4,210,960	$	4,747,108	$	(62,177,520	)	$	(4,653,066	)

Common stock issued for services		-		-		1,908,025		307,715					-		-		-			307,715
Common stock issued, subscriptions		-		-		525,000		55,000		(5,000	)		-		-		-			50,000
Common stock issued as commitment fee on promissory note extension		-		-		500,000		82,500		-			-		-		-			82,500
Common stock issued as repayment of loan		-		-		141,677		12,000		-			-		-		-			12,000
Stock compensation - options		-		-		-		-		-			563,315		-		-			563,315
Warrant expense		-		-		-		-		-			563,998		-		-			563,998
Net Loss		-		-		-		-		-			-		-		(4,724,946	)		(4,724,946	)
Balance at September 30, 2023		600	$	6		21,744,209	$	43,683,197	$	5,335,398		$	5,338,273	$	4,747,108	$	(66,902,466	)	$	(7,798,484	)

Common stock issued for services		-		-		417,504		6.159					-		-		-			6,159
Common stock issued on conversion of loans						22,195,217		156,460												156,460
Common stock issued for commitment fees		-		-		2,500,000		13,750		-			-		-		-			13,750
Common stock issued for investment		-		-		14,795,455		221,932		-			-		-		-			221,932
Imputed interest on related party loans		-		-		-		-		5,550			-		-		-			5,550
Warrant expense		-		-		-		-		-			28,999		-		-			28,999
Net Loss																	(2,657,889	)		(2,657,889	)
Balance at September 30, 2024		600	$	6		61,652,385	$	43,683,197	$	5,340,948		$	5,367,272	$	4,747,108	$	(69,560,355	)	$	(10,023,523	)

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~SHAREHOLDERS'~~are ~~DEFICIT~~an integral part of these consolidated financial statements.

~~FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2023 AND 2022~~F-4

	Preferred Stock, Class B						Common Stock				Additional Paid-in			Stock Options/ Warrants Paid in		Paid in Capital, Preferred			Accumulated
	Shares			Amount			Shares		Amount		Capital			Capital		Stock			Deficit			Total
Balance at October 1, 2021		25,000		$	250			14,404,030	$	41,882,535	$	5,351,398		$	4,210,960	$	5,088,324		$	(60,461,561	)	$	(3,928,094	)
Preferred stock redemption		(24,400	)		(244	)		1,502,670	$	525,934		-			-		(341,216	)		-			184,474
Common Stock issued for services		-			-			546,807		171,625		(16,000	)		-		-			-			155,625
Common Stock issued, subscriptions		-			-			791,000		170,200		-			-		-			-			170,200
Common Stock issuable subscription		-			-			-		-		5,000			-		-			-			5,000
Stock issued as commitment fee on promissory note payable		-			-			1,175,000		370,875		-			-		-			-			370,875
Common Stock issued as repayment of loans		-			-			250,000		104,813		-			-		-			-			104,813
Net Loss		-			-			-		-		-			-		-			(1,715,959	)		(1,715,959	)
Balance at September 30, 2022		600			6			18,669,507	$	43,225,982	$	5,340,398		$	4,210,960		4,747,108		$	(62,177,520	)	$	(4,653,066	)
Common Stock issued for services		-			-			1,908,025		307,715					-		-			-			307,715
Common Stock issued, subscriptions		-			-			525,000		55,000		(5,000	)		-		-			-			50,000
Stock issued as commitment fee on promissory note extension		-			-			500,000		82,500		-			-		-			-			82,500
Common Stock issued as repayment of loan		-			-			141,677		12,000		-			-		-			-			12,000
Stock Compensation - Options		-			-			-		-		-			563,315		-			-			563,315
Warrant expense		-			-			-		-		-			563,998		-			-			563,998
Net Loss																				(4,724,946	)		(4,724,946	)
Balance at September 30, 2023		600			6			21,744,209		43,683,197		5,335,398			5,338,273		4,747,108			(66,902,466	)		(7,798,484	)

Table of Contents

~~The~~NOVACCESS ~~accompanying~~GLOBAL, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-4~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~Table~~FOR ofTHE ~~Contents~~FISCAL YEARS ENDED SEPTEMBER 30, 2024 AND 2023

NOVACCESS GLOBAL, INC.

	Years Ended
	September 30, 2024			September 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(2,657,889	)	$	(4,724,946	)
Adjustment to reconcile net loss to net cash used in operating activities
Amortization of debt discount and debt issuance costs recorded as interest expense		233,138			918,578
Loss on change in fair value of derivative liability		266,270			1,009,377
Loss on derivatives		112,347			-
Extinguishment of derivatives		(232,986	)		-
Warrants expense		28,999			563,998
Imputed interest on related party loan		5,550			-
Stock issued and issuable for services		6,159			307,715
Stock based compensation		-			563,315
Fair value of commitment shares issued for loans		-			82,500
Impairment of investment		221,932			-
Changes in Assets and Liabilities:
Prepaid expenses		(500	)		19,817
Accounts payable		245,533			139,004
Accrued legal settlement		509,842			-
Accrued expenses and other current liabilities		1,046,203			496,006
NET CASH USED IN OPERATING ACTIVITIES		(215,402	)		(624,636	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions received		-			50,000
Payments to related party for redemption of preferred stock		-			(5,000	)
Proceeds from promissory notes		305,038			693,550
Proceeds from convertible notes payable to related parties		9,000			-
Proceeds from short term loans payable - related parties		14,600			8,500
Payments on convertible promissory notes		(113,160	)		(165,250	)
Proceeds from short term loans payable - related parties		(600	)		-
NET CASH PROVIDED BY FINANCING ACTIVITIES		214,878			581,800

CASH FLOWS FROM INVESTING ACTIVITIES:

NET CASH USED BY INVESTING ACTIVITIES		-			-

NET DECREASE IN CASH		(524	)		(42,836	)

CASH, BEGINNING OF PERIOD		21,415			64,251

CASH, END OF PERIOD	$	20,891		$	21,415

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	25,505		$	97,928
Taxes paid	$	-		$	-

SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
Common stock issued on conversion of convertible note	$	156,607		$	12,000
Initial derivative recognition on new loans and warrants	$	264,830		$	813,711
Common stock issued to purchase long-term equity investment	$	221,932		$	-
Common stock issued as commitment fee on promissory note	$	13,750		$	82,500

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~CASH~~are ~~FLOWS~~an integral part of these consolidated financial statements.

~~FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 2023 AND 2022~~F-5

	Years Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(4,724,946	)	$	(1,715,959	)
Adjustment to reconcile net loss to net cash used in operating activities
Amortization of debt discount and debt issuance costs recorded as interest expense		918,578			1,534,932
Loss (Gain) on change in derivative liability		1,246,842			(2,084,242	)
(Gain) on settlement of derivative liability		(237,465	)		(277,716	)
Extinguishment of debt		-			54,813
Stock issued and issuable for services		307,715			155,625
Stock based compensation		563,315			-
Warrants issued for loan extension		563,998			-
Fair value of commitment shares issued for loans		82,500			370,875
Changes in Assets and Liabilities:
Prepaid expenses		19,817			(33,184	)
Accounts payable		139,004			186,565
Accrued expenses and other current liabilities		496,006			904,802
NET CASH USED IN OPERATING ACTIVITIES		(624,636	)		(903,489	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock subscriptions received		50,000			175,200
Payments to related party for redemption of preferred stock		(5,000	)		(150,000	)
Proceeds from promissory notes		693,550			1,312,500
Payments on convertible promissory notes		(165,250	)		(644,250	)
Proceeds from bridge loans payable - related parties		8,500			100,000
Payment on the bridge loans payable – related parties		-			(6,378	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		581,800			787,072
NET INCREASE (DECREASE) IN CASH		(42,836	)		(116,417	)
CASH, BEGINNING OF PERIOD		64,251			180,668
CASH, END OF PERIOD	$	21,415		$	64,251
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	97,928		$	107,574
Taxes paid	$	-		$	-
SUPPLEMENTAL DISCLOSURES OF NON-CASH TRANSACTIONS
Net impact of preferred stock redemption transaction	$	-		$	184,474
Common stock issued as commitment fee on promissory note	$	82,500		$	370,875
Issuance of common stock upon conversion of debt and accrued interest	$	12,000		$	104,813

Table of Contents

~~The~~NOVACCESS ~~accompanying~~GLOBAL, ~~notes are an integral part of these consolidated financial statements~~INC.

~~F-5~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~SEPTEMBER of30, ~~Contents~~2024 AND 2023

~~NOVACCESS~~1. ~~GLOBAL,~~ORGANIZATION ~~INC.~~AND LINE OF BUSINESS

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~Organization

~~SEPTEMBER~~NovAccess 30Global Inc. (“NovAccess” or the “Company”) is a Colorado corporation formerly known as Sun River Mining Inc. and XsunX, ~~2023~~Inc. ~~AND~~The ~~2022~~Company was originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003, the Company completed a plan of reorganization and name change to XsunX, Inc. Effective August 25, 2020, we filed articles of amendment to our articles of incorporation with the Colorado Secretary of State to: effectuate a 1-for-1,000 reverse stock split of the Company’s outstanding shares of common stock; and change the name of the Company to “NovAccess Global Inc.” After completing the acquisition of StemVax LLC in September 2020, we exited the solar business and focused all our efforts on our biopharmaceutical business.

1.Line ~~ORGANIZATION~~of ~~AND LINE OF BUSINESS~~Business

~~Organization~~NovAccess Global Inc. is a biopharmaceutical company that is developing novel immunotherapies to treat brain tumor patients in the United States with plans to expand globally. We specialize in cutting-edge research related to utilizing a patient’s own immune system to attack the cancer. We are filing an Investigational New Drug Application (IND) and working closely with the Food and Drug Administration (FDA) to obtain approval for human clinical trials to determine the safety and efficacy of our drug product for brain cancer patients. Once we have successfully completed the clinical trials and proven that the new therapy is safe and efficacious, we plan to commercialize the product. We also have expertise in successfully executing clinical trials, bringing products to market and increasing the market size of products through our advisory board. Our scientists are well versed in immunology, stem cell biology, neuroscience, molecular biology, imaging, small molecules development, gene therapy and other technical assays needed for protein and genetic analysis of cancer cells.

NovAccess ~~Global,~~operates ~~Inc.~~as ~~(“NovAccess,” the “Company” or the “issuer”) is~~ a ~~Colorado~~research ~~corporation formerly known as Sun River Mining Inc., “Sun River”~~ and ~~XsunX,~~development ~~Inc., “XsunX”~~(R&D). company ~~The~~out ~~Company was originally incorporated in Colorado on February 25, 1997. Effective September 24, 2003, the Company completed a plan~~ of ~~reorganization~~Ohio and ~~name change to XsunX~~California, ~~Inc.~~and ~~Effective August 25, 2020, we filed articles of amendment to~~ our ~~articles~~executive ofmanagement ~~incorporation~~and ~~with~~scientific ~~the~~advisory ~~Colorado~~board ~~Secretary~~provide ofover ~~State~~15 ~~to:~~years ~~effectuate a 1-for-1,000 reverse stock split~~ of ~~the~~extensive ~~Company’s~~experience in ~~outstanding~~all ~~shares~~aspects of ~~common~~biopharmaceutical ~~stock;~~R&D and ~~change~~commercialization ~~the name~~ of ~~the~~drug ~~Company to “NovAccess Global Inc~~candidates.~~” After completing the acquisition of StemVax, in September 2020, we exited the solar business and focused all our efforts on our biopharmaceutical business.~~

~~Line~~Going ~~of Business~~Concern

~~NovAccess~~The ~~Global~~accompanying ~~Inc.~~financial isstatements ahave ~~biopharmaceutical~~been ~~company~~prepared on ~~that is developing novel immunotherapies to treat brain tumor patients in the United States with plans to expand globally. We specialize in cutting-edge research related to utilizing~~ a ~~patient’s~~going ~~own~~concern ~~immune~~basis ~~system~~of toaccounting, ~~attack~~which ~~the~~contemplates ~~cancer.~~continuity Weof ~~are~~operations, ~~filing~~realization anof ~~Investigational~~assets ~~New Drug Application (IND)~~ and ~~working~~liabilities ~~closely with the Food~~ and ~~Drug~~commitments in ~~Administration (FDA) to obtain approval for human clinical trials to determine~~ the ~~safety~~normal ~~and~~course ~~efficacy~~ of ~~our drug product for brain cancer patients~~business. ~~Once~~The weaccompanying ~~have~~financial ~~successfully~~statements ~~completed~~do ~~the~~not ~~clinical~~reflect ~~trials~~any ~~and~~adjustments ~~proven~~ that ~~the~~might ~~new~~result ~~therapy~~if ~~is safe and efficacious, we plan to commercialize~~ the ~~product.~~Company is Weunable ~~also have expertise in successfully executing clinical trials, bringing products~~ to ~~market~~continue ~~and~~as ~~increasing~~a ~~the~~going ~~market size of products through our advisory board~~concern. ~~Our~~The ~~scientists~~Company ~~are~~does ~~well~~not ~~versed~~generate insignificant ~~immunology~~revenue, ~~stem~~and ~~cell~~has ~~biology,~~negative ~~neuroscience,~~cash ~~molecular~~flows ~~biology,~~from ~~imaging~~operations, which ~~small~~raises ~~molecules~~substantial ~~development,~~doubt ~~gene~~about ~~therapy~~the ~~and~~Company’s ~~other~~ability ~~technical~~to ~~assays~~continue ~~needed~~as ~~for~~a ~~protein~~going ~~and genetic analysis of cancer cells~~concern.

~~NovAccess~~The ~~operates~~ability of the Company to continue as a ~~research~~going concern and ~~development~~appropriateness ~~(R&D)~~of ~~company~~using ~~out~~the ofgoing ~~Ohio~~concern ~~and~~basis ~~California~~is dependent upon, ~~and~~among ~~our~~other ~~executive~~things, ~~management~~additional cash infusions. The Company has obtained funds from its shareholders and ~~scientific~~from ~~advisory~~lenders ~~board~~since its inception through the period ended September 30, 2024. Management believes the existing shareholders, prospective new investors and lenders will provide ~~over~~the 15additional ~~years~~cash ofneeded ~~extensive~~to ~~experience~~meet inthe ~~all~~Company’s obligations ~~aspects~~as ofthey ~~biopharmaceutical~~become ~~R&D~~due and ~~commercialization~~will allow the development of ~~drug~~its ~~candidates~~business.

~~Going~~2. ~~Concern~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~This ~~accompanying~~summary ~~financial statements have been prepared on a going concern basis~~ of significant accounting, ~~which~~policies ~~contemplates continuity~~ of NovAccess ~~operations~~Global, ~~realization~~Inc. ofis ~~assets~~presented ~~and~~to ~~liabilities~~assist ~~and commitments~~ in understanding the ~~normal~~Company’s ~~course~~financial ~~of business~~statements. The ~~accompanying~~ financial statements doand notes ~~not~~are ~~reflect~~representations ~~any~~of ~~adjustments that might result if~~ the Company’s ismanagement, ~~unable~~which tois ~~continue~~responsible asfor atheir ~~going~~integrity ~~concern~~and objectivity. ~~The~~These ~~Company~~accounting policies ~~does~~conform ~~not~~to ~~generate~~accounting ~~significant~~principles ~~revenue,~~generally ~~and~~accepted ~~has~~in ~~negative~~the ~~cash~~United ~~flows~~States ~~from~~of ~~operations,~~America ~~which~~and ~~raises~~have ~~substantial~~been ~~doubt~~consistently ~~about~~applied in the preparation ~~Company’s~~of ~~ability~~the tofinancial ~~continue as a going concern~~statements.

~~The~~Basis ~~ability~~ of the Company to continue as a going concern and appropriateness of using the going concern basis is dependent upon, among other things, additional cash infusion. The Company has obtained funds from its shareholders and lenders since its inception through the year ended September 30, 2023. Management believes the existing shareholders and the prospective new investors will provide the additional cash needed to meet the Company’s obligations as they become due and will allow the development of its business.Presentation

2The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax, LLC. ~~SUMMARY~~All OFsignificant ~~SIGNIFICANT~~inter-company ~~ACCOUNTING~~accounts ~~POLICIES~~and transactions between these entities have been eliminated in these consolidated financial statements.

This summary of significant accounting policies of NovAccess Global, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.F-6

~~Basis~~Table of ~~Presentation~~Contents

~~The~~NOVACCESS ~~consolidated financial statements include the accounts of the Company and its wholly owned subsidiary StemVax~~GLOBAL, ~~LLC~~INC. ~~All significant inter-company accounts and transactions between these entities have been eliminated in these consolidated financial statements.~~

~~F-6~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~SEPTEMBER of30, ~~Contents~~2024 AND 2023

~~NOVACCESS~~2. ~~GLOBAL,~~SUMMARY ~~INC.~~OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

~~NOTES~~Use TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Estimates

~~SEPTEMBER~~The 30preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of the deferred tax valuation allowance, ~~2023~~the ~~AND~~fair ~~2022~~value of stock options, and derivative liabilities. Actual results could differ from those estimates.

2.Cash ~~SUMMARY~~and OFCash ~~SIGNIFICANT~~Equivalents ~~ACCOUNTING POLICIES (Continued)~~

~~Use~~For purposes of ~~Estimates~~the statements of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less.

~~The~~Stock-Based preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the accompanying consolidated financial statements. Significant estimates made in preparing these consolidated financial statements include the estimate of the deferred tax valuation allowance, the fair value of stock options, and derivative liabilities. Actual results could differ from those estimates.Compensation

~~Cash~~Share-based Payment applies to transactions in which an entity exchanges its equity instruments for goods or services and ~~Cash~~also ~~Equivalents~~applies to liabilities an entity may incur for goods or services that are to follow a fair value of those equity instruments. We are required to follow a fair value approach using an option-pricing model, such as the Binomial lattice valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the stock option. This has not had a material impact on our results of operations.

~~For~~Net ~~purposes~~Earnings of(Loss) ~~the~~per ~~statements~~Share ~~of cash flows, cash and cash equivalents include cash in banks and money markets with an original maturity of three months or less.~~Calculations

~~Stock-Based~~Net ~~Compensation~~earnings (loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing by the weighted average number of common shares outstanding during the period.

~~Share-based~~The ~~Payment~~computation ~~applies~~of todiluted ~~transactions~~net inearnings ~~which~~(loss) anper share ~~entity~~is ~~exchanges~~similar ~~its~~to ~~equity~~the ~~instruments~~computation ~~for~~of ~~goods~~basic ornet ~~services~~earnings ~~and~~(loss) ~~also~~per ~~applies~~share toexcept ~~liabilities~~that anthe ~~entity~~numerator may ~~incur~~have to adjust for ~~goods~~income or loss ~~services~~associated with potentially dilutive securities that are assumed to ~~follow~~have aresulted ~~fair~~in ~~value~~the issuance of ~~those~~shares ~~equity~~of ~~instruments.~~common Westock, ~~are~~and the ~~required~~denominator may have to ~~follow~~adjust ato ~~fair~~include ~~value~~the ~~approach~~number ~~using~~of anadditional ~~option-pricing~~shares ~~model,~~of ~~such~~common asstock ~~the~~that ~~Binomial~~would ~~lattice~~have ~~valuation~~been ~~model,~~outstanding atif the dilutive ~~date~~potential shares of acommon stock ~~option~~had ~~grant.~~been ~~The~~issued ~~deferred~~during ~~compensation~~the ~~calculated~~period ~~under~~to reflect the ~~fair~~potential ~~value~~dilution ~~method~~that ~~would~~could ~~then~~occur befrom ~~amortized~~shares of ~~over~~common ~~the~~stock ~~respective~~issuable ~~vesting~~through ~~period~~stock options, warrants or convertible preferred stock. For purposes of determining diluted earnings per common share, the treasury stock ~~option.~~method ~~This~~is ~~has~~used ~~not~~for ~~had~~stock aoptions ~~material~~and ~~impact~~warrants, onand ~~our~~the ~~results~~if-converted ofmethod ~~operations~~is used for convertible preferred stock as prescribed in ASC Topic 260.

Net Earnings (Loss) per Share Calculations

	For the Years Ended
	September 30,
	2024			2023

Gain (Loss) to common shareholders (Numerator)	$	(2,657,889	)	$	(4,724,946	)

Basic weighted average number of common shares outstanding (Denominator)		44,631,319			20,828,079

Diluted weighted average number of common shares outstanding (Denominator)		44,631,319			20,828,079

~~Net~~Diluted ~~earnings (Loss) per share dictates the calculation of basic earnings (loss) per share and diluted earnings (loss) per share. Basic earnings (loss) per share are computed by dividing by the~~ weighted average number of ~~common~~ shares ~~outstanding~~for ~~during~~ the fiscal ~~year.~~years ~~Diluted~~ended ~~net~~September ~~earnings~~30, ~~(loss)~~2024, ~~per~~and ~~share~~2023 is ~~computed~~the ~~similar~~same toas basic ~~earnings~~weighted ~~(loss)~~average ~~per~~number ~~share except that the denominator is increased to include the effect~~ of ~~stock~~shares ~~options~~because ~~and stock-based awards plus~~ the ~~assumed~~Company ~~conversion~~had ofnet ~~convertible~~losses for ~~debt~~fiscal ~~(see~~years ~~notes~~2024 4 and 5)2023. 

	For the Years Ended
	September 30,
	2023			2022
Gain (Loss) to common shareholders (Numerator)	$	(4,724,946	)	$	(1,715,959	)
Basic weighted average number of common shares outstanding (Denominator)		20,828,079			16,525,643
Diluted weighted average number of common shares outstanding (Denominator)		20,828,079			16,525,643

Fair Value of Financial Instruments

~~Diluted~~Fair ~~weighted~~Value ~~average~~of ~~number~~Financial ofInstruments ~~shares~~requires ~~for~~disclosure of the ~~fiscal~~fair ~~years~~value ~~ended~~information, ~~September~~whether ~~30,~~or ~~2023~~not recognized in the balance sheet, ~~and~~where ~~2022~~it is ~~the~~practicable ~~same~~to asestimate ~~basic~~that ~~weighted~~value. ~~average~~As ~~number~~ of ~~shares~~September 30, ~~because~~2024, the ~~Company~~balances ~~had~~reported ~~net~~for ~~losses~~cash, ~~for~~prepaid ~~fiscal~~expenses, ~~years~~accounts ~~2023~~payable, ~~and~~accrued ~~2022~~expenses approximate the fair value because of their short maturities.

~~Fair~~We ~~Value~~adopted ofAccounting ~~Financial~~Standards ~~Instruments~~Codification (“ASC”) Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair Value of Financial Instruments requires disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2023, the balances reported for cash, prepaid expenses, accounts payable, accrued expenses approximate the fair value because of their short maturities.F-7

WeTable ~~adopted~~of ASC Topic 820 for financial instruments measured as fair value on a recurring basis. ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.Contents

~~F-7~~NOVACCESS GLOBAL, INC.

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOVACCESS~~SEPTEMBER ~~GLOBAL~~30, ~~INC.~~2024 AND 2023

~~NOTES~~2. TOSUMMARY ~~CONSOLIDATED~~OF ~~FINANCIAL~~SIGNIFICANT ~~STATEMENTS~~ACCOUNTING POLICIES (Continued)

~~SEPTEMBER~~Fair ~~30,~~Value ~~2023~~of ~~AND~~Financial ~~2022~~Instruments (continued)

2Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ~~SUMMARY~~ASC OFTopic 820 ~~SIGNIFICANT~~established ~~ACCOUNTING~~a ~~POLICIES~~three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (~~Continued~~level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

~~Fair~~● ~~Value~~Level of1, ~~Financial~~defined ~~Instruments~~as ~~(continued)~~observable inputs such as quoted prices for identical instruments in active markets;

~~Fair~~● ~~value~~Level is2, defined as ~~the~~inputs ~~price~~other ~~that~~than ~~would~~quoted beprices ~~received to sell an asset or paid to transfer a liability~~ in anactive ~~orderly~~markets ~~transaction~~that ~~between~~are ~~market~~either ~~participants~~directly ator ~~the~~indirectly ~~measurement~~observable ~~date.~~such ~~ASC~~as ~~Topic~~quoted ~~820~~prices ~~established~~for asimilar ~~three-tier~~instruments ~~fair value hierarchy which prioritizes the inputs used~~ in ~~measuring~~active ~~fair~~markets ~~value.~~or ~~The hierarchy gives the highest priority to unadjusted~~ quoted prices ~~in active markets~~ for identical ~~assets~~ or ~~liabilities~~similar ~~(level~~instruments 1in ~~measurements)~~markets ~~and~~that ~~the~~are ~~lowest~~not ~~priority~~active; ~~to unobservable inputs (level 3 measurements). These tiers include:~~and

● Level 13, defined as ~~observable~~unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as ~~quoted~~valuations ~~prices~~derived ~~for~~from ~~identical~~valuation ~~instruments~~techniques in ~~active~~which ~~markets;~~one or more significant inputs or significant value drivers are unobservable.

●We ~~Level~~measure 2,certain ~~defined~~financial asinstruments ~~inputs~~at ~~other~~fair ~~than~~value on ~~quoted~~a ~~prices~~recurring inbasis. ~~active~~The ~~markets~~Company had no assets that are ~~either~~required ~~directly~~to orbe ~~indirectly~~valued ~~observable~~on ~~such~~a recurring basis as ~~quoted~~of ~~prices~~September ~~for~~30, ~~similar~~2024, ~~instruments~~and in2023. The ~~active~~Company ~~markets~~had orliabilities ~~quoted~~that ~~prices~~are ~~for~~required ~~identical~~to orbe ~~similar~~measured ~~instruments~~at infair ~~markets~~value ~~that~~on ~~are~~a ~~not~~recurring ~~active;~~basis as follows at September 30, 2024 and 2023:

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

	Total		(Level 1)		(Level 2)		(Level 3)

Assets:	$	-	$	-	$	-	$	-

Liabilities:
Derivative Liability at fair value as of September 30, 2023	$	2,253,391	$	-	$	-	$	2,253,391
Derivative Liability warrants at fair value as of September 30, 2023	$	728,991	$	-	$	-	$	728,991
Total Derivative Liability as of September 30, 2023	$	2,982,382	$	-	$	-	$	2,982,382
Derivative Liability at fair value as of September 30, 2024	$	3,141,263	$	-	$	-	$	3,141,263
Derivative Liability warrants at fair value as of September 30, 2024	$	154,692	$	-	$	-	$	154,692
Total Derivative Liability as of September 30, 2024	$	3,295,955	$	-	$	-	$	3,295,955

~~We measure certain financial instruments at fair value on a recurring basis.~~ The ~~Company~~following ~~had~~is ~~no assets that are required to be valued on~~ a ~~recurring~~reconciliation ~~basis as~~ of ~~September~~the ~~30,~~derivative liability ~~2023,~~for ~~and~~which ~~2022.~~Level ~~The~~3 ~~Company~~inputs ~~had~~were ~~liabilities~~used ~~that~~in ~~are~~determining ~~required~~the toapproximate ~~be measured at~~ fair value ~~on a recurring basis as follows at September 30, 2023 and 2022~~:

	Total			(Level 1)			(Level 2)			(Level 3)
	Derivative Liability Promissory Notes			Derivative Liability Warrants			Total Derivative Liability
Assets:	$	-		$	-		$	-		$	-
Balance as of September 30, 2022	$	1,207,403		$	232,609		$	1,440,012
Liabilities:
Fiscal year 2023 initial derivative liabilities		480,958			332,753			813,711
Derivative Liability at fair value as of September 30, 2022	$	1,207,403		$	-		$	-		$	1,207,403
Net Loss on change in fair value		565,030			163,629			728,659
Derivative Liability warrants at fair value as of September 30, 2022	$	232,609		$	-		$	-		$	232,609
Ending balance as of September 30, 2023	$	2,253,391		$	728,991		$	2,982,382
Total Derivative Liability as of September 30, 2022	$	1,440,012		$	-		$	-		$	1,440,012
Fiscal year 2024 initial derivative liabilities		292,557			84,620			377,177
Derivative Liability at fair value as of September 30, 2023		2,253,391		$	-		$	-		$	2,253,391
Net (Gain) Loss on change in fair value		925,189			(658,919	)		266,270
Derivative Liability warrants at fair value as of September 30, 2023	$	728,991		$	-		$	-		$	728,991
Extinguishment of derivatives		(232,986	)		-			(232,986	)
Total Derivative Liability as of September 30, 2023	$	2,982,382		$	-		$	-		$	2,982,382
Ending balance as of September 30, 2024	$	3,238,151		$	154,692		$	3,392,843

~~The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:~~F-8

	Derivative Liability Promissory Notes			Derivative Liability Warrants			Total Derivative Liability
Balance as of September 30, 2021	$	2,553,979		$	372,643		$	2,926,622
Fiscal year 2022 initial derivative liabilities		593,297			282,051			875,348
Net Gain on change in fair value		(1,662,156	)		(422,086	)		(2,084,242	)
Extinguishment of derivative		(277,716	)		-			(277,716	)
Ending balance as of September 30, 2022	$	1,207,403		$	232,609		$	1,440,012
Fiscal year 2023 initial derivative liabilities		480,958			332,753			813,711
Net Loss on change in fair value		802,495			163,629			966,124
Extinguishment of derivative		(237,465	)		-			(237,465	)
Ending balance as of September 30, 2023		2,253,391			728,991			2,982,382

Table of Contents

~~F-8~~NOVACCESS GLOBAL, INC.

~~Table~~NOTES ofTO ~~Contents~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOVACCESS~~SEPTEMBER ~~GLOBAL~~30, ~~INC.~~2024 AND 2023

~~NOTES~~2. TOSUMMARY ~~CONSOLIDATED~~OF ~~FINANCIAL~~SIGNIFICANT ~~STATEMENTS~~ACCOUNTING POLICIES (Continued)

~~SEPTEMBER~~Recent ~~30,~~Accounting ~~2023 AND 2022~~Pronouncements

2.In ~~SUMMARY~~October OF2023, ~~SIGNIFICANT~~the ~~ACCOUNTING~~FASB ~~POLICIES~~issued Accounting Standards Update (~~Continued~~ASU) 2023-06, which incorporates 14 of the 27 disclosures referred to by the SEC in their SEC Release No. 33-10532, Disclosure Update and Simplification, issued on August 17, 2018. The amendments in this ASU modify the disclosure or presentation requirements of a variety of Topics in the Codification and apply to all reporting entities within the scope of the affected Topics unless otherwise indicated. The amendments in this ASU should be applied prospectively. For public business entities, the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company has evaluated the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s consolidated financial statements.

~~Recent~~In ~~Accounting~~November ~~Pronouncements~~2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which amends and enhances the disclosure requirements for reportable segments. All disclosure requirements under this standard will also be required for public entities with a single reportable segment. The new standard will be effective for the Company for fiscal years beginning after December 15, 2023, including interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of adopting this standard on the Company’s Consolidated Financial Statements.

In ~~September~~December ~~2022~~2023, the ~~Financial Accounting Standards Board ("~~FASB") issued ~~Accounting Standards Update ("~~ASU") ~~2022~~No. 2023-0409, “Improvements ~~"Liabilities-Supplier~~to ~~Finance~~Income ~~Programs~~Tax ~~(Subtopic~~Disclosures”, ~~405-50):~~which ~~Disclosure of Supplier Finance Program Obligations". This guidance~~ requires ~~annual~~companies ~~and~~to ~~interim~~provide ~~disclosures~~disaggregated ~~for~~information ~~entities~~about ~~that~~a ~~use~~reporting entity’s ~~supplier~~effective ~~finance~~tax ~~programs~~rate inreconciliation ~~connection~~as ~~with~~well ~~the~~as ~~purchase~~information ofon ~~goods~~income ~~and~~taxes ~~services~~paid. The ~~ASU~~new isrequirements ~~effective~~will ~~for~~be ~~fiscal~~effective ~~years beginning after December 15, 2022, with early adoption permitted, except~~ for public ~~the~~business ~~amendment~~entities ~~on roll-forward information, which is effective~~ for fiscal ~~years~~periods beginning after December 15, ~~2023~~2024. WeThe doCompany ~~not~~is ~~expect~~currently assessing the ~~adoption~~impact of adopting this ~~ASU~~standard toon ~~have~~the aCompany’s ~~significant~~Consolidated ~~impact~~Financial ~~on our financial statements~~Statements.

InManagement ~~March~~does ~~2022,~~not ~~the~~believe ~~Financial~~that ~~Accounting~~any ~~Standards~~other ~~Board~~ recently issued ~~ASU No. 2022-02~~, ~~Troubled~~but ~~Debt~~not ~~Restructurings~~yet and Vintage Disclosures ("ASU 2022-02"). ASU 2022-02 eliminates the accounting guidance on troubled debt restructurings for creditors in ASC Topic 310 and amends the guidance on "vintage disclosures" to require disclosure of current-period gross write-offs by year of origination. ASU 2022-02 also updates the requirements related to accounting for credit losses under ASC Topic 326 and adds enhanced disclosures for creditors with respect to loan refinancings and restructurings for borrowers experiencing financial difficulty. ASU 2022-02 is effective ~~for fiscal years beginning after December 15~~, ~~2022,~~accounting ~~including~~standards ~~interim~~if ~~periods within those fiscal years. We are~~ currently ~~evaluating~~adopted ~~the~~would ~~extent of the impact of this ASU, but do not expect the adoption of this standard to~~ have a ~~significant~~material ~~impact~~effect on ~~our~~the ~~consolidated~~accompanying financial statements.

On September 30, 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-03, which (1) clarifies existing guidance when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and (2) introduces new disclosure requirements for equity securities subject to contractual sale restrictions3. The ASU clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security. Instead, the contractual sale restriction is a characteristic of the reporting entity. Accordingly, an entity should not consider the contractual sale restriction when measuring the equity security’s fair value. Additionally, the ASU clarifies that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The Company is evaluating the effects of the adoption of ASU No. 2022-03, and it is not expected to have an impact on the Company’s consolidated financial statements.INVESTMENT

InOn ~~July~~May ~~2023~~17, ~~the~~2024, ~~SEC adopted~~ the ~~final~~Company ~~rule~~subscribed ~~under~~and ~~SEC~~agreed to ~~Release~~purchase ~~No. 33-11216~~362,956 ~~Cybersecurity~~shares ~~Risk~~of ~~Management,~~Fendix ~~Strategy,~~Media ~~Governance~~Limited, ~~and~~a ~~Incident~~United ~~Disclosure,~~Kingdom ~~requiring~~private ~~disclosure~~limited ofcompany, ~~material~~par ~~cybersecurity~~value ~~incidents~~£0.001 onper ~~Form~~share, ~~8-K~~from ~~and~~Dawn Digital ~~periodic~~Limited, ~~disclosure of~~ a ~~registrant’s~~special ~~cybersecurity~~purpose ~~risk~~holding ~~management,~~company ~~strategy~~incorporated ~~and governance~~ in ~~annual~~the ~~reports.~~British ~~Regulation~~Virgin ~~S-K~~Islands, ~~Item~~in 6exchange ~~disclosure~~for ~~requirements~~14,795,455 ~~under~~shares ~~this~~of ~~rule~~the Company’s ~~will~~common bestock. ~~effective~~Fendix ~~for~~Media ~~our~~Limited ~~fiscal~~partners ~~year~~with ~~ending~~the onUnited ~~September~~Kingdom’s ~~30,~~National ~~2024.~~Health ~~Incident~~Service ~~disclosure~~(NHS) ~~requirements~~Trusts inand ~~Form~~Health Boards ~~8-K~~to ~~will~~deliver belive, ~~effective for us on March 15~~embedded, ~~2024.~~diverse ~~The~~and ~~Company~~relevant isdigital ~~still~~content ~~evaluating~~via ~~any~~NHS ~~impact~~staff onintranets. ~~the~~The Company’s ~~consolidated~~investment ~~financial~~represents approximately ~~statement~~18.6% ~~disclosures~~ownership ~~from~~in ~~the~~Fendix ~~adoption~~Media ~~of this final rule~~Limited.

InThis ~~October~~investment ~~2023,~~consists ~~the~~of ~~Financial~~an ~~Accounting~~equity ~~Standards~~investment ~~Board~~in a ~~(FASB)~~private ~~issued~~company ~~Accounting~~through ~~Standards~~common ~~Update~~shares ~~(ASU)~~that ~~2023-06,~~is ~~which~~accounted ~~incorporates~~for 14at ofcost, ~~the~~with 27adjustments ~~disclosures~~for ~~referred~~observable tochanges ~~by the SEC~~ in ~~their~~prices ~~SEC~~or ~~Release No. 33-10532~~impairments, ~~Disclosure Update~~ and ~~Simplification,~~is ~~issued~~classified onas ~~August~~long-term ~~17,~~equity ~~2018.~~investment ~~The~~on ~~amendments~~our inconsolidated ~~this~~balance ~~ASU~~sheets ~~modify~~with ~~the~~adjustments ~~disclosure~~recognized orin ~~presentation~~other ~~requirements~~(expense) ofincome, net ~~a variety~~ of ~~Topics~~impairment inon ~~the~~our ~~Codification~~consolidated ~~and~~statements ~~apply~~of tooperations. ~~all~~The ~~reporting~~Company ~~entities~~has ~~within~~determined ~~the~~that ~~scope of~~ the ~~affected~~equity ~~Topics~~investment ~~unless~~does ~~otherwise~~not ~~indicated.~~have ~~The~~a readily ~~amendments~~determinable infair ~~this~~value ~~ASU~~and ~~should~~elected bethe ~~applied~~measurement ~~prospectively~~alternative. ~~For public business entities~~Therefore, the ~~effective~~equity ~~date~~investment’s ~~for~~carrying ~~each~~amount ~~amendment~~ will be ~~the~~adjusted ~~date~~to onfair ~~which~~value at the ~~SEC’s~~time ~~removal~~ of ~~that~~the ~~related~~next ~~disclosure~~observable ~~from~~price ~~Regulation~~change ~~S-X~~for orthe ~~Regulation~~identical ~~S-K~~or ~~becomes~~similar ~~effective,~~investment ~~with early adoption prohibited. The Company has evaluated the effects~~ of the ~~adoption~~same ofissuer ~~ASU~~or when ~~No.~~an ~~2022-03,~~impairment ~~and it~~ is ~~not expected to have an impact on the Company’s consolidated financial statements~~recognized.

~~Management~~Each ~~does~~reporting ~~not~~period, ~~believe~~the ~~that~~Company ~~any~~performs a qualitative assessment to evaluate whether the investment is impaired. The assessment includes a review of recent operating results and trends, recent sales/acquisitions of the investee securities, and other ~~recently~~publicly ~~issued~~available data. If the investment is impaired, ~~but~~the ~~not~~Company ~~yet~~writes ~~effective~~it down to its estimated fair value. Due to there being no readily determinable fair value of the investment for the reporting period, ~~accounting~~the company ~~standards~~elected ifto ~~currently~~value ~~adopted~~the ~~would~~investment ~~have~~at $0 and recorded a ~~material~~$221,932 ~~effect~~impairment onas ~~the~~of ~~accompanying~~September ~~financial~~30, ~~statements~~2024.

3.If, ~~CAPITAL~~in ~~STOCK~~the future, the Company identifies observable price changes, we may measure our investment at fair value as of the date the observable transaction occurred.

As4. ofCAPITAL ~~September 30, 2023, the Company’s authorized stock consisted of 2,000,000,000 shares of common stock, with no par value.~~STOCK

~~The~~As ~~Company~~of isSeptember ~~also~~30, 2024, the Company’s authorized stock toconsisted ~~issue~~of 502,000,000,000 shares of ~~preferred~~common stock, with ano par value ~~of $0~~.~~01 per share. The rights, preferences and privileges of the holders of the preferred stock are determined by the Board of Directors prior to issuance of such shares.~~

~~F-9~~The Company is also authorized to issue 50,000,000 shares of preferred stock with a par value of $0.01 per share. The rights, preferences and privileges of the holders of the preferred stock are determined by the Board of Directors prior to issuance of such shares.

~~Table of Contents~~F-9

~~NOVACCESS~~Table ~~GLOBAL,~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS TOGLOBAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2023~~CONSOLIDATED ~~AND~~FINANCIAL ~~2022~~STATEMENTS

3.SEPTEMBER 30, ~~CAPITAL~~2024 ~~STOCK~~AND ~~(Continued)~~2023

~~Preferred~~4. ~~Stock~~CAPITAL STOCK (Continued)

Preferred Stock

As of September 30, ~~2023~~2024, the Company had 600 shares of issued and outstanding Series B Preferred. ~~On March 14, 2022, the Company redeemed 24,400 shares of the 25,000 Series B Convertible Preferred Stock~~ held by ~~TN3, LLC, a Wyoming limited liability company owned by Daniel G. Martin. At the time, Mr. Martin was our Chief Executive Officer and sole Board Member.~~ Irvin Consulting LLC, a company owned by Dwain Irvin, the ~~current~~ CEO of the Company~~, purchased the remaining 600 shares (please refer to Note 12 for more details)~~.

Each share of outstanding Series B Preferred Stock entitles the holder to cast 40,000 votes. Each share of Series B Preferred Stock is convertible at the option of the holder into 10,000 common shares. In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the ~~Corporation~~Company, the holders of shares of Series B Preferred Stock shall be paid out based on an as converted basis. ~~Dividend~~Dividends for Series B Preferred Stock shall be declared on an as converted basis.

Common Stock

During the year ended September 30, ~~2023~~2024, the Company issued 340,~~074~~335,~~702~~225 shares of common stock. For an expense of $307,715 based on the closing market value on grant date, 1,908,025 shares were issued to various vendors for services provided; 525,000 shares were issued in relation to stock subscriptions for net proceeds of $50,000; 500,000 shares were issued as a commitment fee on a promissory note payable amounting to $82,500; and 141,677 shares were issued on the partial conversion of a promissory note for $12,000. 435,000 of the shares issued to vendors for services were to a related party.

~~During~~The ~~the year ended September 30, 2022, the~~ Company issued 422,~~265~~195,~~477~~217 shares on the conversion of ~~common~~the ~~stock.~~April 111,~~502~~ 2023,~~670~~ ~~shares~~Note, ~~were issued to TN3 as part of~~ the ~~transaction~~April ~~to redeem~~ 24,~~400~~ ~~shares~~2023 ofNote, ~~Series~~the BJune ~~Preferred~~20, ~~Stock;~~2023 ~~For an expense of $155~~Note,~~625~~ ~~based on~~ the ~~closing~~August ~~market~~16, ~~value~~2023 ~~on grant date~~Note, ~~546,807~~and ~~shares~~the ~~were~~August ~~issued~~17, to2023 ~~various~~Note, representing ~~vendors~~principal ~~for~~of ~~services provided; 791~~$79,~~000~~250 ~~shares~~plus ~~were~~interest ~~issued~~of in$4,472, ~~relation~~principal toof ~~stock~~$29,710, ~~subscriptions~~principal ~~for net proceeds~~ of $~~170~~21,~~200; 1~~380,~~175,000~~ ~~shares~~and ~~were~~principal ~~issued~~of as$21,795, arespectively. The ~~commitment~~debt ~~fee~~was onconverted awithin ~~promissory~~the ~~note~~terms ~~payable~~of ~~amounting~~the toagreements ~~$370,875; 250,000 shares were issued~~ (as ~~repayment~~discussed ofbelow ~~bridge~~in ~~loans~~Note ~~for $104,813~~4).

The Company issued 417,504 shares to various vendors for services provided for a value of $6,159 recorded at fair value of shares on the respective grant dates and including 398,750 shares issued to a related party for services provided amounting to $4.,702 ~~CONVERTIBLE~~recorded ~~PROMISSORY~~at ~~NOTES~~the fair value of shares on the respective grant dates.

Convertible Promissory notes as of September 30, 2023	Principal Amount		Unamortized balance of Debt Discount		Outstanding balance as of September 30, 2023		Derivative balance as of September 30, 2023
2013 Note		12,000		-		12,000		-
2014 Note		50,880		-		50,880		217,377
2017 Note		115,000		-		115,000		458,144
August 2021 Note		-		-		-		-
February 2022 Note		250,000		-		250,000		174,931
May 2022 Note		1,000,000		-		1,000,000		724,132
August 2022 Note		100,000		-		100,000		17,940
February 2023 Note		265,000		-		265,000		183,510
April 11, 2023 Note		79,250		-		79,250		109,653
April 24, 2023 Note		54,250		-		54,250		75,255
June 20, 2023 Note		75,000		-		75,000		50,852
June 26, 2023 Note		55,000		-		55,000		78,086
August 16, 2023 Note		55,000		-		55,000		81,043
August 17, 2023 Note		55,000		-		55,000		80,224
Sub-total		2,166,380		-		2,166,380		2,251,147

The Company issued 2,500,000 shares as commitment fees in connection with the letter agreement issued on April 29, 2024. These shares were recorded at fair value as of the date of issuance.

~~F-10~~The Company issued 14,795,455 shares to purchase 362,956 shares of Fendix Media Limited, a United Kingdom private limited company for an initial value of $221,932.

~~Table~~During the year ended September 30, 2023, the Company issued 3,074,702 shares of ~~Contents~~common stock. 1,908,025 shares were issued to various vendors for services provided, including 398,750 shares issued to a related party for services provided; 141,677 shares were issued on repayment of loan; 525,000 shares were issued in relation to stock subscriptions; and 500,000 shares were issued as commitment fees in connection with the letter agreement issued on February 9, 2023.

~~NOVACCESS~~5. ~~GLOBAL~~CONVERTIBLE ~~INC.~~PROMISSORY NOTES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Convertible Promissory notes as of September 30, 2024	Principal Amount		Unamortized balance of Debt Discount			Outstanding balance as of September 30, 2024		Derivative balance as of September 30, 2024

2013 Note		12,000		-			12,000		-
2014 Note		50,880		-			50,880		245,569
2017 Note		115,000		-			115,000		519,621
February 2022 Note		250,000		-			250,000		299,830
May 2022 Note		1,000,000		-			1,000,000		1,222,516
August 2022 Note		100,000		-			100,000		-
February 2023 Note		265,000		-			265,000		312,915
June 19, 2023 Note		75,000		-			75,000		86,359
August 16, 2023 Note		33,205		-			33,205		96,888
December 29, 2023 Note		29,444		-			29,444		31,326
February 27, 2024 Note		100,000		-			100,000		100,871
April 29, 2024 Note		25,600		(3,697	)		21,903		32,762
May 13, 2024 Note		117,000		(27,978	)		89,022		160,696
August 20, 2024 Note		45,000		(29,936	)		15,064		52,978
September 18, 2024 Note		65,000		(60,691	)		4,309		75,820
Sub-total		2,283,129		(122,302	)		2,160,827		3,238,151

~~SEPTEMBER 30, 2023 AND 2022~~F-10

4.Table ~~CONVERTIBLE~~of ~~PROMISSORY NOTES (Continued)~~Contents

~~2013~~NOVACCESS ~~Note~~GLOBAL INC.

OnNOTES ~~October~~TO 1,CONSOLIDATED ~~2013,~~FINANCIAL the Company issued an unsecured convertible promissory note (the “2013 Note”) in the amount of $12,000 to a former Board member (the “Holder”) in exchange for retention as a director during the fiscal year ending September 30, 2014. The Note can be converted into shares of common stock by the Holder for $4.50 per share. The Note matured on October 1, 2015, and bore a one-time interest charge of $1,200 which was applied to the principal on October 1, 2014. As of September 30, 2023, the outstanding principal balance was $12,000 and accrued interest was $1,200. This loan is in default.STATEMENTS

~~2014~~SEPTEMBER ~~Note~~30, 2024 AND 2023

~~On November 20, 2014, the Company issued a 10% unsecured convertible promissory note (the “2014 Note”) for the principal sum of up to $400,000 plus accrued interest on any advanced principal funds~~5. ~~The~~CONVERTIBLE ~~2014~~PROMISSORY ~~Note~~NOTES ~~matured eighteen months from each advance. The 2014 Note may be converted by the lender into shares of common stock of the Company at the lesser of $12.50 per share or~~ (bContinued) fifty percent (50%) of the lowest traded prices following issuance of the 2014 Note or (c) the lowest effective price per share granted to any person or entity. On November 20, 2014, the lender advanced $50,000 to the Company under the 2014 Note at inception. On various dates from February 18, 2015, through September 30, 2016, the lender advanced an additional $350,000 under the 2014 Note. During the period ended June 30, 2023, the Company and lender agreed to extend the maturity date for the outstanding balance to June 30, 2024. As of September 30, 2023, the outstanding principal balance was $50,880 and accrued interest was $36,703.

~~2017~~2013 Note

On ~~May~~October 101, ~~2017~~2013, the Company issued aan ~~10%~~ unsecured convertible promissory note (the “~~2017~~2013 Note”) ~~for the principal sum of up to $150,000 plus accrued interest on any advanced principal funds. The Company received a tranche~~ in the amount of $2512,000 ~~upon~~to ~~execution~~a offormer ~~the~~Board ~~2017~~member ~~Note. On various dates,~~ (the ~~Company received additional tranches~~ “Holder”) in ~~the~~exchange ~~aggregate~~for ~~sum~~retention ofas ~~$90,000.~~a ~~During~~director ~~the~~during ~~period ended June 30, 2023,~~ the ~~Company~~fiscal ~~and~~year ~~lender~~ending ~~agreed~~September ~~to extend the maturity date for the outstanding balance to June~~ 30, ~~2024~~2014. The ~~2017~~ Note ~~may~~can be converted ~~by the lender~~ into shares of common stock ofby the ~~Company~~Holder atfor ~~the lesser of~~ $104.50 per share. orThe ~~(b)~~Note ~~fifty~~matured ~~percent~~on ~~(50%)~~October of1, ~~the~~2015, ~~lowest~~and ~~traded~~bore ~~price~~a ofone-time ~~common~~interest ~~stock~~charge ~~recorded~~of on$1,200 ~~any~~which ~~trade~~was applied ~~day~~to ~~after~~ the ~~effective~~principal ~~date,~~on orOctober ~~(c)~~1, ~~the lowest effective price per share granted to any person or entity~~2014. As of September 30, ~~2023~~2024, the outstanding principal balance was $~~115~~12,000 and accrued interest was $691,~~587~~200. This loan is in default.

~~May~~2014 ~~2021~~ Note

On ~~May~~November 2820, ~~2021~~2014, the Company issued a 1210% unsecured convertible promissory note (the “~~May~~2014 ~~2021~~ Note”) for the principal sum of up to $55400,~~500~~000 plus accrued interest. ~~The~~on ~~May~~any ~~2021~~advanced ~~Note~~principal ~~was~~funds. toThe 2014 ~~mature~~Note onmatured ~~May~~eighteen ~~28,~~months ~~2022~~from each advance. The 2014 Note ~~was~~may ~~convertible~~be ~~after~~converted ~~November 23, 2021,~~ by the lender into shares of common stock of the Company at ~~sixty-one~~the lesser of $12.50 per share or (b) fifty percent (6150%) of the lowest traded ~~price~~prices offollowing ~~common~~issuance ~~stock~~of ~~recorded~~the ~~during~~2014 ~~the~~Note ~~fifteen~~or (15c) ~~trading~~the lowest ~~days~~effective ~~prior~~price per share granted to ~~conversion~~any person or entity. On ~~October~~November 520, ~~2021~~2014, the lender advanced $50,000 to the Company ~~paid~~under the 2014 Note at inception. On various dates from February 18, 2015, through September 30, 2016, the ~~balance~~lender ofadvanced ~~this~~an ~~note~~additional to$350,000 under the 2014 Note. On September 3, 2024, the Company and lender agreed to extend the maturity date for the outstanding balance to June 30, 2025. As of September 30, ~~2023~~2024, the outstanding principal balance ofwas ~~the~~$50,880 ~~May~~and ~~2021~~accrued ~~Note~~interest was $041,805.

~~July~~2017 ~~2021~~ Note

On ~~July~~May 610, ~~2021~~2017, the Company issued a 1210% unsecured convertible promissory note (the “~~July~~2017 ~~2021~~ Note”) for the principal sum of up to $38150,~~750~~000 plus accrued interest ~~with~~on any advanced principal funds. The Company received a ~~maturity~~tranche ~~date~~in ofthe ~~July~~amount 6of $25,000 ~~2022.~~upon ~~The~~execution ~~July~~of ~~2021~~the 2017 Note. ~~was~~On ~~convertible~~various ~~after~~dates, ~~January~~the 1Company received additional tranches in the aggregate sum of $90,000. ~~2022~~On September 3, 2024, the Company and lender agreed to extend the maturity date for the outstanding balance to June 30, 2025. The 2017 Note may be converted by the lender into shares of common stock of the Company at ~~sixty-one~~the lesser of $10 per share or (b) fifty percent (6150%) of the lowest ~~trade~~traded price of common stock recorded ~~during~~on ~~the~~any ~~fifteen~~trade ~~(15)~~day ~~trading~~after ~~days~~the ~~prior~~effective ~~to conversion. On December 30~~date, ~~2021,~~or (c) the ~~Company~~lowest ~~paid~~effective ~~the~~price ~~balance~~per ofshare ~~this~~granted ~~note~~ to ~~the~~any ~~lender~~person or entity. As of September 30, ~~2023~~2024, the ~~balance~~outstanding ofprincipal ~~the~~balance was ~~July~~$115,000 ~~2021~~and ~~Note~~accrued interest was $081,119.

F-11

Table of Contents

NOVACCESS GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2023~~2024 AND ~~2022~~2023

45. CONVERTIBLE PROMISSORY NOTES (Continued)

August 2021 Note

On August 20, 2021, the Company issued a 10% secured promissory note (the “August 2021 Note”) for the principal sum of $500,000 plus accrued interest. The August 2021 Note was to mature on February 20, 2022, unless extended for up to an additional six months. The August 2021 Note could be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of 90% (representing a 10% discount) multiplied by the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period. The Company issued 1,000,000 warrants at a price of $1.50 in connection with the note and issued 400,000 shares as a commitment fee. In February 2022, the Company extended the term of the August 2021 Note for an additional six months. The Company repaid the August 2021 Note on May 9, 2022, in connection with the issuance of the May 2022 Note described below. As of September 30, ~~2023~~ 2024, the balance on the August 2021 Note was $0.

In connection with the February 2023 Letter Agreement (described below) the warrants issued in connection with this note were repriced to $0.20 per share. The warrants contained a ratchet price adjustment provision and the difference in fair value upon the reduction of exercise price was treated as a deemed dividend for the down round adjustment provision ~~of $44,241~~.

February 2022 Note

On February 15, 2022, the Company issued a 10% secured promissory note (the “February 2022 Note”) for the principal sum of $250,000 plus accrued interest. The February 2022 Note was to mature on August 15, 2022, unless extended for up to an additional six months. The February 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before the conversion. In July 2022, the Company extended the term of the February 2022 note for another six months until February 15, 2023. In connection with the note, the Company issued 500,000 warrants with an exercise price of $1.50. The February 2022 Note had an original issuance discount amounting to $25,000, debt issuance cost amounting to $12,000 and the Company issued 300,000 shares as a commitment fee valued at $111,000 based on the share price on the date of the agreement. The initial recognition of derivative and warrant liability was recorded as debt discount and amortized over the term of the loan. The debt discount is fully amortized and the balance in debt discount as on September 30, ~~2023~~2024, was $0. As of September 30, ~~2023~~2024, the principal balance outstanding was $250,000 and accrued interest was $1870,~~750~~374.

On February 9, 2023, the Company entered into a letter agreement in connection with the February 2022 Note, whereby the lender extended the due date of the loan to May 9, 2023, and deferred all interest payments for the period from January 1, 2023, until May 9, 2023. Pursuant to the letter agreement the exercise price of the warrants issued with the February 2022 Note was reduced to $0.20 per share. The warrants contained a ratchet price adjustment provision and the difference in fair value upon the reduction of exercise price was treated as a deemed dividend for the down round adjustment provision.

OnThe ~~June~~Holder 8,has ~~2023,~~agreed ~~the~~to ~~Company entered into~~ a ~~further~~number ~~letter agreement which extended the due date~~ of ~~the~~extensions ~~note~~on ~~until June 30, 2023. On August 8, 2023,~~ the ~~Company entered into a further letter agreement extending the due date of the~~ loan ~~until~~and ~~August~~on 31August 18, ~~2023. On January 29~~2025, ~~2024, the Holder~~ agreed to aan ~~further~~ extension until ~~February~~November 291, ~~2024~~2025.

May 2022 Note

On May 5, 2022, the Company issued a 12% secured promissory note (the “May 2022 Note”) for the principal sum of $1,000,000 plus accrued interest. The May 2022 Note was to mature on November 5, 2022, unless extended for up to an additional six months. If extended, the interest rate increased to 15% for the remaining six months. The May 2022 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion. The Company used some of the proceeds from the May 2022 Note to pay off the August 2021 Note. In November 2022, the Company extended the May 2022 Note for another six months until May 5, 2023. In connection with the loan the Company issued 1,000,000 warrants at an exercise price of $0.01. The May 2022 Note had an original issuance discount amounting to $100,000, debt issuance costs of $25,500 and the Company issued 875,000 shares as a commitment fee valued at $259,875 based on the share price on the date of the agreement. The initial recognition of derivative liability of $412,065 and warrant liability amounting to $282,051 ~~were~~ was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on September 30, ~~2023~~2024, was $0. As of September 30, ~~2023~~2024, the principal balance outstanding was $1,000,000 and accrued interest was $~~112~~306,~~500~~285.

~~F-12~~The Holder has agreed to a number of extensions on the loan and on August 18, 2025, agreed to an extension until November 1, 2025.

~~Table of Contents~~F-12

~~NOVACCESS~~Table ~~GLOBAL~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS TOGLOBAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2023~~CONSOLIDATED ~~AND~~FINANCIAL ~~2022~~STATEMENTS

4.SEPTEMBER ~~CONVERTIBLE~~30, ~~PROMISSORY~~2024 ~~NOTES~~AND ~~(Continued)~~2023

On5. ~~February~~CONVERTIBLE 9,PROMISSORY ~~2023,~~NOTES ~~the Company entered into a letter agreement in connection with the May 2022 Note deferring all interest payments from January 1, 2023, until May 9, 2023.~~(Continued)

~~On June 8, 2023, the Company entered into a further letter agreement which extended the due date of the of the note until June 30, 2023. On~~ August 8,2022 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 29, 2024, the Holder agreed to a further extension until February 29, 2024.Note

On August 8, 2022, the Company issued a 12% unsecured promissory note (the “August 2022 Note”) for the principal sum of $100,000 plus accrued interest. The August 2022 Note matured on August 8, 2023. The holder has the right, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a conversion price of $0.15. The initial recognition of derivative liability of $77,259 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on September 30, 2024, was $0. As of September 30, 2024, the balance outstanding was $100,000 and accrued interest was $24,928.

On August 83, ~~2022~~2023, the Company ~~issued~~and ~~a 12% unsecured promissory note (~~the ~~“August~~holder ~~2022~~signed an ~~Note”)~~agreement ~~for~~extending the ~~principal~~loan ~~sum~~until ofNovember ~~$100~~8,~~000~~ ~~plus~~2023, ~~accrued~~with an interest. ~~The~~rate ~~August~~of ~~2022~~14% ~~Note~~commencing ~~matured~~ on August 89, 2023. ~~The~~On ~~holder~~January ~~has~~31, 2024, the ~~right,~~Holder ~~until~~agreed ~~the~~to ~~date~~a offurther ~~payment~~extension inuntil ~~full~~February of29, ~~all~~2024, ~~amounts~~in ~~outstanding~~return tofor ~~convert~~an ~~unpaid~~additional ~~principal~~fee ~~and~~of ~~interest~~$5,000. ~~and~~On ~~any~~May ~~other~~9, ~~amounts~~2024, ~~into~~the ~~fully~~Holder agreed ~~paid~~to ~~shares~~a ofthird ~~common~~extension ~~stock~~until ofAugust ~~the~~10, ~~Company~~2024, atin aexchange ~~conversion~~for ~~price~~an ofinterest ~~$0.15.~~rate ~~The~~change ~~initial~~to ~~recognition~~20% ofretroactive ~~derivative~~to ~~liability~~August of9, ~~$77~~2022. On August 16,~~259~~ ~~was~~2024, ~~recorded~~the asHolder ~~debt~~agreed ~~discount~~to ~~and~~a ~~amortized~~repayment ~~over~~plan ~~the~~requiring ~~term~~payment ofin ~~the~~full ~~loan.~~for ~~The~~unpaid ~~balance~~principal inand ~~debt~~interest ~~discount~~by asFebruary on27, ~~September~~2025. 30On August 28, ~~2023~~2025, ~~was~~the ~~$0.~~Company Asand holder agreed to a payment plan of ~~September 30~~$10,000 ~~2023,~~within ~~the~~five ~~balance~~days ~~outstanding~~of ~~was~~signing with the $100,000 ~~and~~note ~~accrued~~due ~~interest~~by ~~was $13~~November 1,~~970~~ 2025.

OnSeptember ~~August~~2022 3, 2023, the Company and the holder signed an agreement extending the loan until November 8, 2023, with an interest rate of 14% commencing on August 9, 2023. On January 31, 2024, the Holder agreed to a further extension until February 29, 2024 in return for an additional fee of $5,000.Note

On September 22, 2022, the Company issued an 8% secured promissory note (the “September 2022 Note”) for the principal sum of $79,250 plus accrued interest. The September 2022 Note was to mature on September 22, 2023. In case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $75,000 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The Company repaid the loan in full including interest of $3,127 and prepayment penalty of $20,594 on March 12, 2023. As of September 30, 2024, the balance outstanding was $0.

OnNovember ~~September 22,~~ 2022, ~~the Company issued an 8% secured promissory note (the “September 2022~~ Note”) for the principal sum of $79,250 plus accrued interest. The September 2022 Note matured on September 22, 2023. In case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $75,000 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The Company repaid the loan in full including interest of $3,127 and prepayment penalty of $20,594 on March 12, 2023. As of September 30, 2023, the balance outstanding was $0.

On November 1, 2022, the Company issued an 8% secured promissory note (the “November 2022 Note”) for the principal sum of $55,000 plus accrued interest. The November 2022 Note was to mature on November 1, 2023. In case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,750 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The Company repaid the loan in full including interest of $2,109 and prepayment penalty of $14,277 on April 24, 2023. As of September 30, 2024, the balance outstanding was $0.

On November 1, 2022, the Company issued an 8% secured promissory note (the “November 2022 Note”) for the principal sum of $55,000 plus accrued interest. The November 2022 Note matured on November 1, 2023. In case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteenF-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,750 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. The Company repaid the loan in full including interest of $2,109 and prepayment penalty of $14,277 on April 24, 2023. As of September 30, 2023, the balance outstanding was $0.13

~~F-13~~Table of Contents

~~Table~~NOVACCESS ofGLOBAL, ~~Contents~~INC.

~~NOVACCESS~~NOTES ~~GLOBAL~~TO ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~SEPTEMBER TO30, ~~CONSOLIDATED~~2024 ~~FINANCIAL~~AND ~~STATEMENTS~~2023

~~SEPTEMBER~~5. ~~30,~~CONVERTIBLE ~~2023~~PROMISSORY ~~AND~~NOTES ~~2022~~(Continued)

4.December ~~CONVERTIBLE~~2022 ~~PROMISSORY NOTES (Continued)~~Note

On December 7, 2022, the Company issued an 8% secured promissory note (the “December 2022 Note”) for the principal sum of $55,000 plus accrued interest. The December 2022 Note was to mature on December 7, 2023. In case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding, to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,750 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. On June 13, 2023, the lender converted $12,000 of the amount due into 141,677 shares of the Company and on June 20, 2023, the Company repaid the balance of the loan together with $2,260 in interest and $11,315 in prepayment penalty. As of September 30, 2024, the balance outstanding was $0.

OnFebruary ~~December 7, 2022, the Company issued an 8% secured promissory note (the “December 2022 Note”) for the principal sum of $55,000 plus accrued interest. The December 2022 Note matured on December 7,~~ 2023. InLetter case of default in repayment of the outstanding amount on the due date, the balance would have borne interest of 22% per annum. The holder had the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company had the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty was subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,750 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. On June 13, 2023, the lender converted $12,000 of the amount due into 141,677 shares of the Company and on June 20, 2023, the Company repaid the balance of the loan together with $2,260 in interest and $11,315 in prepayment penalty. As of September 30, 2023, the balance outstanding was $0.Agreement

On February 9, 2023, ~~Letter~~the ~~Agreement~~Company entered into a letter agreement, whereby the Company borrowed an additional loan amounting to $265,000, which was added to the May 2022 Note. The $265,000 loan has an original issuance discount of 10% of the principal and bears interest at 10% a year. This loan was due on May 9, 2023. Our chief executive officer, Dwain K. Irvin, guaranteed repayment of the loan. Pursuant to this agreement, the Company paid a commitment fee of 500,000 unregistered shares of the Company’s common stock which were valued at $82,500 based on the share price on the date of the agreement. The initial recognition of derivative liability amounting to $110,576 was recorded as debt discount and amortized over the term of the loan. The original issuance discount of $26,500 was recorded as debt discount and amortized over the term of the loan. As of September 30, 2024, the unamortized debt discount balance was $0, the principal balance outstanding was $265,000 and accrued interest was $69,356.

~~On February 9~~Also, ~~2023,~~as ~~the~~part ~~Company~~of ~~entered~~this ~~into a letter~~ agreement, ~~whereby~~ the ~~Company~~lender ~~borrowed~~extended the anterm ~~additional~~of ~~loan~~February ~~amounting~~2022 tonote ~~$265,000, which was added~~ to ~~the~~ May ~~2022~~9, ~~Note. The $265~~2023,~~000~~ ~~loan~~and ~~has~~deferred anpayment ~~original~~of ~~issuance~~all ~~discount~~interest ofdue ~~10%~~on ofboth the ~~principal~~February ~~and~~2022 ~~bears~~note ~~interest~~and atMay ~~10%~~2022 anote until ~~year. This loan was due on~~ May 9, 2023. ~~Our~~In ~~chief executive officer~~addition, ~~Dwain K. Irvin, guaranteed repayment of~~ the ~~loan. Pursuant to this agreement, the~~ Company ~~paid~~issued ~~a commitment fee of 500~~1,000,000 ~~unregistered~~warrants ~~shares~~to ofpurchase ~~the Company’s~~ common stock ~~(the “commitment fee shares”) which were valued~~ at ~~$82,500~~a ~~based on the share~~ price ~~on the date~~ of ~~the agreement~~$0.20 ~~The~~per ~~initial~~share ~~recognition~~and ofrepriced the ~~derivative~~warrants ~~liability~~issued ~~amounting~~in toconnection ~~$110,576~~with ~~was~~the ~~recorded~~August as2021 ~~debt~~Note ~~discount~~ and ~~amortized~~February ~~over~~2022 ~~the~~Note ~~term~~to of$0.20 ~~the~~per ~~loan~~share. ~~The~~Since ~~original~~the ~~issuance~~consideration ~~discount of $26,500~~ was ~~recorded~~for all asthe ~~debt~~modifications ~~discount~~ and ~~amortized~~not ~~over~~just the ~~term~~additional ~~of the~~ loan~~. As of September 30~~, ~~2023,~~ the ~~unamortized~~expense ~~debt discount balance~~ was ~~$0,~~recorded ~~the principal balance outstanding was $265,000 and accrued interest was $16,931~~immediately.

~~Also~~On June 8, as2023, ~~part~~the ofCompany ~~this~~entered ~~agreement~~into ~~the~~a ~~lender~~letter agreement which extended the ~~term~~due date of the February ~~2022~~22 note tountil ~~May~~June 930, 2023,. ~~and~~On ~~deferred~~August ~~payment~~8, of2023, ~~all~~the ~~interest~~Company ~~due~~entered oninto ~~both~~a ~~the~~further letter ~~February~~agreement ~~2022~~extending ~~note~~the ~~and~~due ~~May~~date ~~2022~~of ~~note~~the loan until ~~May~~August 931, 2023. InOn ~~addition~~January 29, 2024, the ~~Company~~Holder ~~issued~~agreed ~~1,000,000 warrants~~ to ~~purchase common stock at~~ a ~~price~~further ofextension until ~~$0.20~~February ~~per~~29, ~~share~~2024, ~~and~~on ~~repriced~~May ~~the~~13, ~~warrants~~2024, ~~issued in connection with~~ the ~~August~~Holder ~~2021~~agreed ~~Note and February 2022 Note~~ to ~~$0.20~~a ~~per~~further ~~share.~~extension ~~Since~~until ~~the~~May ~~consideration~~31, ~~was~~2024, ~~for~~and ~~the~~on ~~modifications~~August ~~and~~18, ~~not~~2025, the ~~additional~~Holder agreed ~~loan,~~to ~~the~~an ~~expense~~extension ~~was~~until ~~recorded~~November ~~immediately~~1, 2025.

OnApril ~~June 8~~11, 2023, the company entered into a letter agreement which extended the due date of the note until June 30, 2023. On August 8, 2023, the Company entered into a further letter agreement extending the due date of the loan until August 31, 2023. On January 29, 2024, the Holder agreed to a further extension until February 29, 2024.Note

On April 11, 2023, the Company issued a convertible promissory note for the principal sum of $79,250 plus accrued interest (the “April 11, 2023 Note”). The loan bears interest at 8% a year. The note matures on April 11, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of $75,000 was recorded in debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. As of September 30, 2023, the remaining debt discount and debt issuance cost balance was expensed since the loan was in default because of a delay in filing the Company’s report on Form 10-K for the period ending September 30, 2023. During the year ended September 30, 2024, on various dates, the $79,250 principal of the loan and accrued interest was converted to 6,953,792 common shares within the terms of the note with no gain or loss. As of September 30, 2024, the principal balance outstanding was $0 and accrued interest was $0. In connection with the repayment of the convertible note, the Company extinguished the related derivative liability valued at $76,871.

On April 11, 2023, the Company issued a convertible promissory note for the principal sum of $79,250 plus accrued interest (the “April 11, 2023, Note”). The loan bears interest at 8% a year. The note matures on April 11, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteenF-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of $75,000 was recorded in debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. As of September 30, 2023, the remaining debt discount and debt issuance cost balance was expensed since the loan is in default. On January 16, 2024 the Company received a Default notice on this note as discussed in Note 15 Subsequent Events.14

~~F-14~~Table of Contents

~~Table~~NOVACCESS ofGLOBAL, ~~Contents~~INC.

~~NOVACCESS~~NOTES ~~GLOBAL~~TO ~~INC.~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~SEPTEMBER TO30, ~~CONSOLIDATED~~2024 ~~FINANCIAL~~AND ~~STATEMENTS~~2023

~~SEPTEMBER~~5. ~~30,~~CONVERTIBLE ~~2023~~PROMISSORY ~~AND~~NOTES ~~2022~~(Continued)

4.April ~~CONVERTIBLE~~24, ~~PROMISSORY~~2023, ~~NOTES (Continued)~~Note

On April 24, 2023, the Company issued a convertible promissory note in the original principal amount of $54,250 plus accrued interest (the “April 24, 2023 Note”). The loan bears interest at 8% a year. The note matures on April 24, 2024. In case of default in repayment of the outstanding amount on the due date the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,000 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. As of September 30, 2023, the remaining balance in debt discount and debt issuance costs was expensed since the loan was in default because of a delay in filing the Company’s report on Form 10-K for the period ending September 30, 2023. During the year ended September 30, 2024, on various dates, $24,540 principal of the loan and $4,125 of accrued interest was repaid, and $29,710 principal of the loan was converted to 4,481,509 common shares within the terms of the note with no gain or loss. As of September 30, 2024, the principal balance outstanding was $0 and accrued interest was $0. In connection with the repayment of the convertible note, the Company extinguished the related derivative liability valued at $40,849.

OnJune ~~April 24~~19, 2023, ~~the~~Letter Company issued a convertible promissory note in the original principal amount of $54,250 plus accrued interest (the “April 24, 2023, Note”). The loan bears interest at 8% a year. Then note matures on April 24, 2024. In case of default in repayment of the outstanding amount on the due date the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the Common Stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of derivative liability amounting to $50,000 was recorded as debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded as debt discount and amortized over the term of the loan. As of September 30, 2023, the remaining balance in debt discount and debt issuance costs was expensed since the loan is in default. On January 16, 2024, the Company received a Default notice on this note, as discussed in Note 15 Subsequent Events.Agreement

On June 19, 2023, ~~Letter~~the ~~Agreement~~Company entered into a letter agreement whereby it borrowed a further $75,000 which was added to the May 2022 Note. This loan bears interest at 15% a year and originally matured on July 16, 2023. Our chief executive officer, Dwain K. Irvin, guaranteed repayment of the $75,000 loan. In connection with this loan the Company issued 750,000 warrants at an exercise price of $0.0001 per share. The initial recognition of the derivative liability was $75,000 which is amortized over the life of the loan. As of September 30, 2024, the principal balance outstanding was $75,000 and accrued interest was $17,276.

On ~~June~~August 198, 2023, the Company entered into a further letter agreement ~~whereby~~extending itthe ~~borrowed~~due adate ~~further~~of ~~$75,000 which was added to~~ the ~~May 2022 Note. This~~ loan ~~bears~~until ~~interest~~August ~~at 15% a year and matured on July 16~~31, 2023. ~~Our~~On ~~chief~~January ~~executive officer~~31, ~~Dwain K. Irvin~~2024, ~~guaranteed repayment of~~ the ~~$75,000~~Holder ~~loan.~~agreed Into ~~connection~~a ~~with~~further ~~this~~extension until ~~loan~~February ~~the~~29, ~~Company issued 750~~2024,~~000~~ ~~warrants~~on atMay an13, ~~exercise~~2024, ~~price~~the ofHolder ~~$0.0001~~agreed ~~per~~to ~~share.~~a ~~The~~further ~~initial~~extension ~~recognition~~until ofMay ~~the~~31, ~~derivative liability was $75~~2024,~~000~~ ~~which~~and ~~was~~on ~~amortized~~August ~~over the initial life of the loan. As of September 30~~18, ~~2023~~2025, the ~~principal~~Holder agreed ~~balance~~to ~~outstanding~~an ~~was~~extension ~~$75,000~~until ~~and~~November ~~accrued interest was $3~~1,~~125~~ 2025.

OnJune ~~August 8~~20, 2023, ~~the Company entered into a letter agreement extending the due date of the loan until August 31, 2023. On January 31, 2024, the Holder agreed to a further extension until February 29, 2024.~~Note

On June 20, 2023, The Company issued a convertible promissory note in the original principal amount of $55,000 plus accrued interest (the “June 20, 2023 Note”). The loan bears interest at 8% a year and matures on June 20, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of $17,937 was recorded in debt discount and amortized over the term of the loan. The debt issuance cost of $4,250 was recorded in debt discount and amortized of the term of the loan. As of September 30, 2023, the remaining balance in debt discount and debt issuance cost was expensed since the loan was in default because of a delay in filing the Company’s report on Form 10-K for the period ending September 30, 2023.

OnDuring ~~June 20, 2023, The Company issued a convertible promissory note in~~ the ~~original principal amount of $55,000 plus accrued interest (the “June 20, 2023, Note”). The loan bears interest at 8% a~~ year ~~and~~ended ~~matures~~September ~~on June 20~~30, 2024., ~~In case of default in repayment of the outstanding amount~~ on ~~the due date~~various dates, ~~the balance will bear interest of 22% per annum. The holder has the right~~$33,620 ~~after six months, until the date of payment in full of all amounts outstanding to convert unpaid~~ principal ~~and interest and any other amounts into fully paid shares~~ of ~~common stock of~~ the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan ~~with a prepayment penalty of between 15%~~ and ~~25%~~$6,131 of ~~the~~accrued ~~total~~interest ~~amount~~was ~~owed in the first six months. Thereafter~~repaid, ~~any~~and ~~prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of~~ $1721,~~937~~380 ~~was~~principal ~~recorded in debt discount and amortized over the term~~ of the loan. ~~The~~was ~~debt~~converted ~~issuance~~to ~~cost of $4~~5,~~250~~405,711 common ~~was~~shares ~~recorded~~within inthe ~~debt~~terms ~~discount and amortized~~ of the ~~term~~note ofwith ~~the~~no ~~loan~~gain or loss. As of September 30, ~~2023~~2024, the ~~remaining~~principal balance inoutstanding ~~debt~~was ~~discount~~$0 and accrued ~~debt~~interest ~~issuance~~was ~~cost~~$0. ~~expensed~~In ~~since~~connection with the ~~loan~~repayment isof inthe ~~default.~~convertible ~~On January 16~~note, ~~2024,~~ the Company ~~received~~extinguished athe ~~Default~~related ~~notice~~derivative onliability valued ~~this~~at ~~note~~$43, ~~as discussed in Note 15 Subsequent Events~~074.

August 16, 2023, Note

On August 16, 2023, the Company issued a convertible promissory note in the original principal amount of $55,000 plus accrued interest (the “August 16, 2023, Note”). The note bears interest at 8% a year and ~~matures~~matured on August 16, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of $52,800 was recorded in debt discount and amortized over the term of the loan. The debt issuance cost of $2,200 was recorded in debt discount and amortized of the term of the loan. As of September 30, 2023, the remaining balance isin debt discount and debt issuance cost was expensed since the loan iswas in default. Onas ~~February~~a 1,result ~~2024,~~of ~~the~~a ~~Company~~delay ~~received~~in afiling ~~Default~~the ~~notice~~Company’s report on ~~this~~Form ~~note,~~10-K asfor ~~discussed~~the inperiod ~~Note~~ending September 1530, ~~Subsequent Events~~2023.

~~F-15~~During the year ended September 30, 2024, on various dates, $21,795 principal of the loan was converted to 5,400,000 common shares within the terms of the note with no gain or loss. As of September 30, 2024, the principal balance outstanding was $33,205 and accrued interest was $3,530. The loan is in default and the Company and the Holder are discussing a settlement. The Company has recorded $509,842 as an accrual for its best estimate of the settlement. In connection with the conversion of the convertible note, the Company extinguished the related derivative liability valued at $27,532.

~~Table of Contents~~F-15

~~NOVACCESS~~Table ~~GLOBAL~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS TOGLOBAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2023~~CONSOLIDATED ~~AND~~FINANCIAL ~~2022~~STATEMENTS

4.SEPTEMBER ~~CONVERTIBLE~~30, ~~PROMISSORY~~2024 ~~NOTES~~AND ~~(Continued)~~2023

~~August~~5. ~~17,~~CONVERTIBLE ~~2023,~~PROMISSORY ~~Note~~NOTES (Continued)

On August 17, 2023, ~~the Company issued a convertible promissory note in the original principal amount of $55,000 plus accrued interest (the “August 17, 2023,~~ Note”). The note bears interest at 8% a year and matures on August 17, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 22% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to 65% multiplied by the market price. Market price means the average of the three lowest trading prices for the common stock during the fifteen-trading day period ending on the latest complete trading day prior to the conversion date. The Company has the right to prepay the loan with a prepayment penalty of between 15% and 25% of the total amount owed in the first six months. Thereafter, any prepayment penalty is subject to agreement between the parties. The initial recognition of the derivative liability of $50,000 was recorded in debt discount and amortized over the term of the loan. The debt issuance cost of $5,000 was recorded in debt discount and amortized of the term of the loan. As of September 30, 2023, the remaining balance in debt discount and debt issuance cost was expensed since the loan is in default. On January 16, 2024, the Company received a Default notice on this note, as discussed in Note 15 Subsequent Events.

WeOn ~~evaluated~~August 17, 2023, the ~~financing~~Company ~~transactions~~issued a convertible promissory note in ~~accordance~~the ~~with~~original ~~ASC~~principal ~~Topic~~amount ~~815~~of $55,000 ~~Derivatives~~plus ~~and~~accrued ~~Hedging~~interest (the “August 17, 2023 Note”). The note bears interest at 8% a year and ~~determined~~was ~~that~~to ~~the~~mature ~~conversion~~on ~~feature~~August 17, 2024. In case of default in repayment of the ~~convertible~~outstanding ~~promissory~~amount ~~notes~~on ~~was~~the ~~not~~due ~~afforded~~date, the balance will bear interest of 22% per annum. The holder has the ~~exemption~~right, ~~for~~after ~~conventional~~six ~~convertible~~months, ~~instruments~~until ~~due~~the date of payment in full of all amounts outstanding to ~~its~~convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion ~~rate.~~price ~~The~~equal ~~notes~~to ~~have~~65% nomultiplied ~~explicit~~by ~~limit~~the onmarket price. Market price means the ~~number~~average of ~~shares~~the ~~issuable,~~three solowest ~~they~~trading prices ~~did~~for ~~not~~the ~~meet~~common stock during the ~~conditions~~fifteen-trading ~~set~~day ~~forth~~period inending ~~current~~on ~~accounting~~the ~~standards~~latest ~~for~~complete ~~equity~~trading ~~classification.~~day prior to the conversion date. The Company ~~elected~~has the right to ~~recognize~~prepay the ~~notes~~loan ~~under~~with ~~paragraph~~a ~~815-~~prepayment penalty of between 15-% and 25~~-4,~~% ~~whereby,~~of ~~there~~the ~~would~~total beamount aowed ~~separation~~in ~~into~~the afirst ~~host~~six months. ~~contract~~Thereafter, ~~and~~any ~~derivative~~prepayment ~~instrument~~penalty is subject to agreement between the parties. The ~~Company~~initial ~~elected~~recognition toof ~~initially~~the derivative liability of $50,000 was recorded in debt discount and ~~subsequently~~amortized ~~measure~~over the ~~notes~~term inof ~~their~~the ~~entirety~~loan. atThe ~~fair~~debt ~~value~~issuance cost of $5,000 ~~with~~was ~~changes~~recorded in ~~fair~~debt discount ~~value~~and ~~recognized~~amortized inof ~~earnings.~~the ~~The~~term ~~Company~~of ~~recorded~~the aloan. ~~derivative~~As ~~liability~~of ~~representing~~September 30, 2023, the ~~imputed~~remaining ~~interest~~balance ~~associated~~in ~~with~~debt discount and debt issuance cost was expensed since the ~~embedded~~loan ~~derivative.~~was ~~The~~in ~~derivative~~default ~~liability~~as isa ~~adjusted~~result ~~periodically~~of ~~according~~a todelay in filing the ~~stock~~Company’s ~~price~~report ~~fluctuations~~on ~~based~~Form ~~upon~~10-K for the ~~Binomial~~period ~~lattice~~ending September ~~model~~30, ~~calculation~~2023.

~~The~~During ~~convertible~~the ~~notes~~year ~~issued~~ended ~~and~~September ~~described~~30, in2024, ~~this~~on ~~Note~~various dates, do$55,000 ~~not~~principal ~~have~~of ~~fixed~~the ~~settlement~~loan ~~provisions~~and ~~because~~$5,249 ~~their~~of ~~conversion~~accrued ~~prices~~interest ~~are~~was ~~not fixed~~repaid. ~~The~~As ~~conversion~~of ~~feature~~September ~~has~~30, ~~been~~2024, ~~characterized~~the asprincipal abalance ~~derivative~~outstanding was ~~liability~~$0 toand beaccrued ~~re-measured~~interest atwas ~~the~~$0. In ~~end~~connection ofwith ~~every~~the ~~reporting~~repayment ~~period~~of ~~with~~ the ~~change~~convertible innote, ~~value~~the ~~reported~~Company inextinguished the ~~statement~~related derivative ofliability ~~operations~~valued at $44,660.

WeDecember ~~record the full value of the derivative as a liability at issuance with an offset to valuation discount~~29, ~~which~~2023 ~~will~~Letter ~~be amortized over the life of the notes.~~Agreement

~~For~~On December 29, 2023, the ~~purpose~~Company entered into a letter agreement with the holder of ~~determining~~the February 2022 Note. Under this agreement the ~~fair~~holder ~~market~~agreed ~~value~~to loan the Company an additional $29,444 to be added to the principal of the ~~derivative~~February ~~liability~~2022 ~~for~~Note. An initial amount of $10,000 was loaned on December 29, 2023, with the ~~embedded~~remaining amount ~~conversion~~of $19,444 loaned to the Company ~~used~~on February 8, 2024. The loan has an original interest discount of 10% and bears interest at 10% per annum. On May 13, 2024, the ~~Binomial~~Holder ~~lattice~~agreed ~~valuation~~to ~~model~~a further extension until May 31, 2024. ~~The~~As ~~significant~~part ~~assumptions~~of ~~used~~this inagreement, the ~~Binomial~~Company ~~lattice~~agreed to ~~valuation~~extend the life on each of the ~~derivatives~~warrants ~~are~~previously asissued ~~follows:~~to the holder by two years. On October 16, 2024, the Holder agreed to an extension until November 1, 2025. As of September 30, 2024, the principal balance outstanding was $29,444 and accrued interest was $4,028.

Risk free interest rate		Between 4.6% and 4.8%
Stock volatility factor		Between 151% and 131%
Years to Maturity		Between 4 months and 9 months
Expected dividend yield		None

February 27, 2024 Note

On February 27, 2024, the Company issued a convertible promissory note in the principal amount up to $100,000 plus accrued interest (the “February 27, 2024 Note”). The note has an original interest discount of 20%, bears interest at 12% per calendar year and was to mature on August 27, 2024. The terms of the note included payment in three tranches on February 27, 2024, March 15, 2024, and April 15, 2024. In case of default in repayment of the outstanding amount on the due date, the balance will bear interest of 18% per annum. The holder has the right, after six months, until the date of payment in full of all amounts outstanding to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at a variable conversion price equal to the lowest trading price for the common stock during the twenty-trading day period ending on the latest complete trading day prior to the conversion date. The initial recognition of the derivative liability of $47,293 was recorded in debt discount and will be amortized over the term of the loan. The debt issuance cost of $5,000 was recorded in debt issuance discount and will be amortized over the term of the loan. ~~CONVERTIBLE~~The ~~PROMISSORY~~balance ~~NOTE~~in debt discount as of September 30, ~~RELATED~~2024, ~~PARTY~~was $0. As of September 30, 2024, the principal balance outstanding was $100,000 and accrued interest was $7,783. On August 18, 2025 the Holder agreed to an extension until November 1, 2025.

Convertible Promissory note, related party as of September 30, 2023	Principal Amount		Unamortized balance of Debt Discount		Outstanding balance as of September 30, 2023		Derivative balance as of September 30, 2023
July 2022 Note		12,500		-		12,500		2,244
Total		12,500		-		12,500		2,244

April 29, 2024 Note

~~F-16~~On April 29, 2024, the Company issued a convertible promissory note in the principal amount of $25,600 plus accrued interest (the “April 29, 2024 Note”). The note has an original interest discount of 10%, bears interest at 12% per calendar year and matured on October 26, 2024. The April 29, 2024 Note could be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion. The Company issued 2,500,000 shares as a commitment fee. The April 29, 2024 Note had an original issuance discount amounting to $2,560 and debt issuance cost amounting to $5,000, which were recorded as debt discount and will be amortized over the term of the loan. The commitment fee was valued at $13,750 based on the share price on the date of the agreement, of which $3,096 was expensed immediately, and the value of the derivative was $9,532, of which $2,146 was expensed immediately, and the balance was recorded as debt discount and will be amortized over the term of the loan. The balance in debt discount as on September 30, 2024 was $3,697. As of September 30, 2024, the principal balance outstanding was $25,600 and accrued interest was $1,289. On August 18, 2025 the Holder agreed to an extension until November 1, 2025.

~~Table of Contents~~F-16

~~NOVACCESS~~Table ~~GLOBAL~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS TOGLOBAL, ~~CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES ~~30,~~TO ~~2023~~CONSOLIDATED ~~AND~~FINANCIAL ~~2022~~STATEMENTS

5.SEPTEMBER ~~CONVERTIBLE PROMISSORY NOTE~~30, ~~RELATED~~2024 ~~PARTY~~AND ~~(Continued)~~2023

~~July~~5. ~~2022~~CONVERTIBLE ~~Note,~~PROMISSORY ~~related~~NOTES ~~party~~(Continued)

OnMay ~~July 28~~13, 2022, the Company issued a 12% unsecured promissory note (the “July 2022 Note”) for the principal sum of $12,500 plus accrued interest. All amounts outstanding under the July 2022 Note were payable on the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million. In November 2022, the holder agreed to extend the term of the note until April 2023 and in April 2023 agreed to a further extension until August 31, 2023. The holder has the right, until the date of payment in full of all amounts outstanding, to convert unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at conversion price of $0.15. The initial recognition of derivative liability of $12,500 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on September 30, 2023, was $0. As of September 30, 2023, the balance outstanding net of debt discount was $12,500 and accrued interest was $1,756. On the January 3, 2024, ~~the holder agreed to a further extension until January 31, 2024, an on January 31, 2024, to an extension until February 29, 2024.~~Note

6On May 13, 2024, the Company issued a 12% secured promissory note (the “May 13, 2024 Note”) for the principal sum of $117,000 plus accrued interest. ~~SHORT~~The ~~TERM~~May ~~LOAN~~13, ~~RELATED~~2024 ~~PARTY~~Note matures on November 13, 2024. The May 13, 2024 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion. In connection with the loan the Company issued 10,000,000 prefunded warrants, of which 3,000,000 may be repurchased by the Company for $1 if all amounts due to the Holder are paid within 90 days. The net proceeds from this loan were used to pay off the June 20, 2023 Note and the August 17, 2023 Note. The May 13, 2024 Note had an original issuance discount amounting to $11,700 and debt issuance costs of $5,300. The initial recognition of derivative liability of $85,588, of which $28,625 was expensed immediately, and warrant liability amounting to $64,665, of which $21,628 was expensed immediately, was recorded as debt discount and the remaining balance will be amortized over the term of the loan. The balance in debt discount as on September 30, 2024 was $27,978. As of September 30, 2024, the principal balance outstanding was $117,000 and accrued interest was $5,382.

On July 28, 2022, the Company entered into a short-term interest free loan agreement amounting to $12,500, with Jason M. Anderson, an independent member of our board of directors, to fund the operations until longer term financing can be obtained by the Company. The loan terms required repayment of all amounts outstanding under the loan on the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million On November 5, 2022, the Board Member signed a waiver and extension agreement changing the due date to April 30, 2023 and on April 24, 2023, agreed to a further extension until August 3120, ~~2023.~~2024 Note

On ~~February~~August 920, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a ~~second~~12% ~~interest-free~~secured promissory ~~loan~~note ~~agreement~~(the ~~with~~“August ~~Mr.~~20, ~~Anderson~~2024 ~~amounting~~Note”) tofor the principal sum of $845,~~500~~000 plus accrued interest. The ~~loan~~August ~~does~~20, ~~not~~2024 ~~bear~~Note matures ~~interest~~on ~~(except~~February on20, 2025. The August 20, 2024 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) ~~and~~trading ~~was~~day ~~due~~period ending on the issuance date, or during the ~~earlier~~previous oftwenty (20) trading day period before conversion. The August 3120, ~~2023~~2024 Note had an original issuance discount amounting to $4,500, ordebt ~~our~~issuance ~~receipt~~costs of $5,000 and the initial recognition of derivative liability of $29,019 and was recorded as debt ordiscount ~~equity~~with ~~financing~~the balance to be amortized over the term of atthe ~~least~~loan. The balance in debt discount as on September 30, 2024 was $329,936.0 ~~million~~As of September 30, 2024, the principal balance outstanding was $45,000 and accrued interest was $615.

OnSeptember ~~January 3~~18, 2024, ~~Mr. Anderson agreed to a further extension until January 31, 2024, and on January 31, 2024, agreed to another extension to February 29, 2024.~~Note

~~Imputed~~On September 13, 2024, the Company issued a 12% secured promissory note (the “September 18, 2024 Note”) for the principal sum of $65,000 plus accrued interest. The September 18, 2024 Note matures on ~~these~~March ~~loans~~18, is2025. ~~immaterial~~The September 18, 2024 Note may be converted, only following an event of default, by the lender into shares of common stock of the Company at the lesser of the lowest trading price during the previous twenty (20) trading day period ending on the issuance date, or during the previous twenty (20) trading day period before conversion. In connection with the loan the Company issued 2,000,000 prefunded warrants. The September 18, 2024 Note had an original issuance discount amounting to $6,500 and debt issuance costs of $8,500. The initial recognition of derivative liability of $89,993, of which $50,374 was expensed immediately, and warrant liability amounting to $19,995, of which $9,574 was expensed immediately, was recorded as debt discount and the remaining balance will be amortized over the term of the loan. The balance in debt discount as on September 30, 2024 was $60,691. As of September 30, 2024, the principal balance outstanding was $65,000 and accrued interest was $282.

7.Evaluation ~~WARRANTS~~of Financing Transactions

OnWe ~~August~~evaluated ~~20,~~the ~~2021~~financing transactions in accordance with ASC Topic 815, ~~for~~Derivatives ~~value~~and ~~received~~Hedging, inand ~~connection~~determined ~~with~~that the ~~issuance~~conversion feature of the ~~August~~convertible ~~2021~~promissory ~~Note,~~notes was not afforded the ~~Company~~exemption ~~issued~~for ~~1,000,000~~conventional ~~warrants~~convertible instruments due to ~~the~~their ~~lender~~variable ~~with~~conversion anrates. ~~exercise~~The ~~price~~notes have no explicit limit on the number of ~~$1.50~~shares ~~per~~issuable ~~share~~so ~~with~~they adid ~~five-year~~not ~~exercise~~meet ~~period~~the conditions set forth in current accounting standards for equity classification. OnThe Company ~~February~~elected 9to recognize the notes under paragraph 815-15-25-4, ~~2023~~whereby, ~~the~~there ~~Company~~would ~~entered~~be a separation into a ~~letter~~host ~~agreement~~contract inand ~~connection~~derivative instrument. ~~with~~The Company elected to initially and subsequently measure the ~~August~~notes ~~2021~~in ~~Note~~their entirety at fair value, ~~whereby~~with ~~the~~changes ~~exercise~~in ~~price~~fair value ofrecognized in earnings. The Company recorded a derivative liability representing the ~~warrants~~imputed ~~issued~~interest onassociated with the ~~August~~embedded derivative. ~~2021~~The ~~Note~~derivative ~~was~~liability ~~reduced~~is adjusted periodically according to ~~$0.20~~the ~~per~~stock ~~share~~price fluctuations based upon the Binomial lattice model calculation.

OnThe ~~February~~convertible ~~16,~~notes ~~2022,~~issued ~~for~~and ~~value~~described ~~received~~ in ~~connection with the issuance of the February 2022~~ this Note, ~~the~~do ~~Company~~not ~~issued~~have ~~500,000~~fixed ~~warrants~~settlement toprovisions ~~the~~because ~~lender~~their ~~with~~conversion anprices ~~exercise~~are ~~price~~not ~~of $1~~fixed.50 ~~per~~The ~~share~~conversion ~~and~~feature ahas ~~five-year~~been ~~exercise~~characterized as ~~period. On February 9, 2023, the Company entered into~~ a ~~letter~~derivative ~~agreement~~liability into ~~connection~~be ~~with~~re-measured ~~the~~at ~~August 2021 Note, whereby~~ the ~~exercise~~end ~~price~~ of ~~the~~every ~~warrants~~reporting ~~issued~~period onwith the ~~August~~change ~~2021~~in ~~Note~~value ~~was~~reported ~~reduced~~in tothe ~~$0.20~~statement ~~per share~~of operations.

~~Per~~We ~~guidance~~record ~~in ASC 260,~~ the ~~Company~~full ~~determined that the repricing of warrants discussed above, was an exchange of the existing 1,500,000 warrants and the difference between the fair~~ value of the ~~warrants~~derivative ~~immediately~~as ~~prior to modification of terms and immediately after the adjustment was~~ a sliability at aissuance ~~deemed~~with ~~dividend.~~an ~~The~~offset ~~difference between the fair value of the warrants immediately prior~~ to ~~modification~~valuation ~~of terms and immediately after the adjustment was calculated as $44~~discount,~~241,~~ ~~using~~which awill ~~Black~~be ~~Scholes~~amortized ~~model~~over ~~based on~~ the ~~following~~life ~~significant inputs: On February 9, 2023: common stock price~~ of ~~$0.165;~~the ~~company volatility of 156%-159%; remaining term 3~~notes.~~2-4.1 years; dividend yield of 0% and risk-free interest rate of 3.81-3.71%.~~

OnFor ~~May~~purpose ~~10,~~of ~~2022,~~determining ~~for~~the ~~value~~fair ~~received~~market invalue ~~connection with~~ of the ~~issuance~~derivative ofliability for the ~~May~~embedded ~~2022 Note~~conversion, the Company ~~issued~~used ~~1,000,000~~Binomial ~~warrants~~lattice tovaluation ~~the~~model. ~~lender~~The ~~with~~significant anassumptions ~~exercise~~used in ~~price~~the ofBinomial ~~$0.01~~lattice ~~per~~valuation ~~share~~of ~~and~~the aderivatives ~~five-year~~are ~~exercise~~as ~~period.~~follows:

On February 9, 2023, for value received in connection with the issuance of the February 2023 Note and extending the payment terms on previously issued notes, the Company issued 1,000,000 warrants to the lender with an exercise price of $0.20 per share and a five-year exercise period. The fair value of the warrant issued in relation to the letter agreement issued on February 2023, was recorded as an expense amounting to $148,500.

Risk free interest rate		Between 3.6% and 5.5%
Stock volatility factor		Between 176% and 252%
Years to Maturity		Between 6 months and 13 months
Expected dividend yield		None

F-17

Table of Contents

NOVACCESS GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2023~~2024 AND ~~2022~~2023

76. ~~WARRANTS~~CONVERTIBLE ~~(Continued)~~PROMISSORY NOTE, RELATED PARTY

InJuly ~~connection with a letter agreement on June 8, 2023, to extend the due date of the February~~ 2022 ~~note~~Note, ~~the~~related May 2022 note and the February 2023 letter agreement until June 30, 2023, the Company issued a common stock purchase warrants at $0.20 a share with a five year term. 1,000,000 warrants were issued on June 8, 2023, 500,000 warrants were issued on June 15, 2023 and 500,000 warrants were issued on June 30, 2023. The fair value of the warrant issued in relation to the letter agreement issued on June 2023, was recorded as expense amounting to $238,412.party

On ~~June~~July 1928, ~~2023~~2022, ~~for~~the ~~value~~Company ~~received~~issued ina ~~connection~~12% ~~with~~unsecured promissory note (the ~~issuance~~“July 2022 Note”) for the principal sum of $12,500 plus accrued interest. All amounts outstanding under the ~~June~~July 202022 Note were payable on the earlier of: (a) October 31, ~~2023~~2022, ~~letter~~or ~~agreement~~(b) the receipt by the Company ~~issued~~of adebt ~~warrant~~or equity financing of $3.0 million. The holder has agreed to ~~purchase~~various ~~750~~extensions on the loan,~~000~~ the most recent being on June 15, 2024, extending the due date until October 31, 2024. The holder has the right, until the date of payment in full of all amounts outstanding, to convert unpaid principal and interest and any other amounts into fully paid shares of common stock ~~for~~of the Company at conversion price of $0.~~0001~~15. aThe ~~share~~initial ~~with~~recognition of aderivative ~~five-year~~liability of $12,500 was recorded as debt discount and amortized over the term of the loan. The balance in debt discount as on September 30, 2024, was $0. As of September 30, 2024, the principal balance outstanding was $12,500 and accrued interest was $3,260.

~~On August 9, 2023, in connection with the extension of the due date of the February 2022 loan, the~~ May ~~2022~~2024 ~~loan~~Note, ~~the~~related February 2023 letter agreement and the June 2023 letter agreement, the Company issued 2,000,000 common stock warrants at $0.20 per share with a five-year term. The fair value of this warrant was recorded as an expense of $177,086. This agreement also amended the terms of the previous warrant agreements from cash to cashless exercise.party

On ~~September~~May 3031, ~~2023~~2024, the ~~fair~~Company ~~value~~issued ofan interest free unsecured promissory note (the ~~derivative~~“May ~~liability~~31, of2024, Note”) for the ~~warrants~~principal ~~was~~sum of $~~728~~9,~~991~~000 to John A. Cassarini, our Chairman. The note has no fixed term and ~~was~~is repayable to the Company upon receipt of debt or equity financing of at least $~~232,609~~1.0 asmillion. The note convertible at any time into shares of common stock of the Company at a conversion price of $0.11 per share. As of September 30, ~~2022~~2024, the principal balance outstanding was $9,000 and accrued interest was $0.

~~For~~7. ~~the~~SHORT ~~purpose~~TERM ~~of determining the fair market value of the derivative liability for the embedded conversion~~LOAN, ~~the~~RELATED ~~Company used the Binomial lattice valuation model. The significant assumptions used in the Binomial lattice valuation of the derivatives are as follows:~~PARTY

Risk free interest rate		Between 4.6% and 4.8%
Stock volatility factor		Between 151% and 164%
Years to Maturity		4.3 years
Expected dividend yield		None

On February 9, 2023, the Company entered into a second interest-free loan agreement with Mr. Anderson amounting to $8,500. ~~OPTIONS~~The loan does not bear interest (except on default) and was due on the earlier of August 31, 2023, or our receipt of debt or equity financing of at least $3.0 million.

On ~~June~~January 226, ~~2020~~2024, ~~the~~Jason ~~Company~~Anderson ~~issued~~loaned ~~2,000,000~~the ~~options,~~Company on a ~~post~~further ~~reverse split basis~~$2, 000 to ~~purchase~~address ~~common~~short-term ~~stock~~cash toneeds. ~~the~~The ~~then~~loan ~~directors~~is ofnon-interest ~~the~~bearing ~~Company~~and ashas ~~compensation for serving on~~ the ~~board~~same ~~during~~terms ~~2019~~as Mr. ~~These~~Anderson’s ~~options~~previous ~~are~~loans ~~exercisable on a cashless basis for a period of ten years from September 30, 2020, at an exercise price of $0~~discussed above.~~01.~~

~~For~~On ~~the~~July ~~purpose~~22, of2024, ~~determining~~Jason ~~the~~Anderson ~~fair~~loaned ~~market value of~~ the ~~options~~Company ~~issued~~a onfurther ~~June 2~~$1,000 ~~2020, the~~to address ~~Company~~short-term ~~used~~cash ~~the Black Scholes valuation model~~needs. The ~~significant~~loan ~~assumptions~~is ~~used~~non-interest inbearing ~~the~~and ~~Black~~has ~~Scholes~~the ~~valuation~~same ~~model~~terms ~~for~~as ~~the~~Mr. ~~options~~Anderson’s ~~are~~previous asloans ~~follows:~~discussed above.

Risk Free Interest Rate		0.32%
Stock Volatility Factor		146.0%
Weighted Average Expected Option Life		5 Years
Expected Dividend Yield		None

Mr. Anderson has agreed to various extensions on these loans, the most recent being on September 24, 2024, extending the due date until October 31, 2024.

On ~~March~~December 1321, 2023, ~~the~~our ~~Company~~Chairman, ~~entered~~John ~~into~~A. ~~non-qualified~~Cassarini ~~stock~~loaned ~~option agreements and granted vested ten-year options to purchase shares of~~ the Company~~’s common stock for~~ $~~0.175 a share~~10,000 ~~the~~to ~~closing~~address ~~price~~short-term oncash ~~the grant date~~need. ~~The~~Our ~~Company~~Chief ~~issued~~Financial ~~options to purchase a total of 3~~Officer,~~542,857~~ ~~shares~~Neil asJ. ~~follows:~~Laird ~~(a)~~loaned ~~857,143 to each of~~ the ~~independent~~Company ~~directors~~$1, (b) 428,571 to the chief financial officer, and 571,429 to the president of our StemVax Therapeutics subsidiary; (c) 57,143 to each of our scientific advisory board members; and (d) the remaining 542,857 to staff members and other service providers000. ~~The~~These ~~Options~~loans ~~are~~do ~~100%~~not ~~vested~~bear interest and ~~exercisable~~do onnot ~~the~~have ~~grant~~a ~~date~~specified ~~and~~due ~~will expire on the tenth anniversary of the grant~~ date onbut ~~March~~are ~~13,~~expected ~~2033. The stock-based compensation expense of $563,315 relating~~ to ~~the~~be ~~2023~~paid ~~grants was recorded~~ in ~~the~~full ~~income~~upon ~~statement~~completion onof the ~~grant~~Sumner ~~date~~transaction asor ~~the~~other ~~options are fully vested and exercisable on that date~~financing.

For the ~~purpose~~year ofended ~~determining~~September ~~the~~30, ~~fair~~2024, ~~market~~imputed ~~value~~interest of ~~the options~~$5, ~~the~~550 ~~Company~~on ~~used~~these related ~~the~~party ~~Black~~loans ~~Scholes~~was ~~valuation~~charged ~~model.~~to ~~The~~interest ~~significant~~expense ~~assumptions~~and ~~used~~credited into ~~the~~additional ~~Black~~paid-in ~~Scholes valuation model for the options are as follows:~~capital.

Risk Free Interest Rate		3.68%
Stock Volatility Factor		146.79%
Weighted Average Expected Option Life		5 Years
Expected Dividend Yield		None

8. WARRANTS

FOn August 20, 2021, for value received in connection with the August 2021 Note, the Company issued 1,000,000 warrants to the lender with an exercise price of $1.50 per share with a five-18year exercise period. On February 9, 2023, the Company entered into a letter agreement in connection with the August 2021 Note, whereby the exercise price of the warrants issued on the August 2021 Note was reduced to $0.20 per share. On December 29, 2023, in connection with the letter agreement discussed above, the life of this warrant was extended by two years.

~~Table~~On February 16, 2022, for value received in connection with the February 2022 Note, the Company issued 500,000 warrants to the lender with an exercise price of ~~Contents~~$1.50 per share with a five-year exercise period. On February 9, 2023, the Company entered into a letter agreement in connection with the August 2021 Note, whereby the exercise price of the warrants issued on the August 2021 Note was reduced to $0.20 per share. On December 29, 2023, in connection with the letter agreement discussed above, the life of this warrant was extended by two years.

~~NOVACCESS GLOBAL INC.~~F-18

~~NOTES~~Table TOof ~~CONSOLIDATED FINANCIAL STATEMENTS~~Contents

~~SEPTEMBER~~NOVACCESS 30GLOBAL, ~~2023 AND 2022~~INC.

8.NOTES ~~OPTIONS~~TO ~~(Continued)~~CONSOLIDATED FINANCIAL STATEMENTS

ASEPTEMBER ~~summary of the Company’s options activity and related information follows for the period ended September~~ 30, 2024 AND 2023:

	September 30, 2023
			Weighted
	Number		average
	Of		exercise
	Options		price
Outstanding - beginning of period		2,000,000	$	0.010
Granted		3,542,857	$	0.175
Exercised		-	$	-
Forfeited		-	$	-
Outstanding - end of period		5,542,857	$	0.115

8. WARRANTS (Continued)

AtPer guidance ~~September~~in 30ASC 260, ~~2023~~the Company determined that the repricing of warrants discussed above, was an exchange of the ~~weighted~~existing ~~average~~1,500,000 warrants ~~remaining~~and ~~contractual~~the ~~life~~difference between the fair value of ~~options~~the ~~outstanding~~warrants immediately prior to modification of terms and immediately after the adjustment was as a deemed dividend. The difference between the fair value of the warrants immediately prior to modification of terms and immediately after the adjustment was calculated as $44,241, using a Black Scholes model based on the following significant inputs: On February 9, 2023:

September 30, 2023

Common stock price

$0.165

Weighted

Risk free interest rate

Between 3.8% and 3.7%

Average

Stock volatility factor

Between 156% and 159%

Remaining

Years to Maturity

Between 3.2 and 4.1 years

Exercisable

Options

Contractual

Expected dividend yield

None

Prices

Outstanding

Exercisable

Life (years)

0.01

2,000,000

7.00

0.175

3,542,857

9.45

9On May 10, 2022, for value received in connection with the issuance of the May 2022 Note, the Company issued 1,000,000 warrants to the lender with an exercise price of $0.01 ~~INCOME~~per ~~TAXES~~share with a five-year exercise period. On December 29, 2023, in connection with the letter agreement discussed above, the life of this warrant was extended by two years.

~~The~~On February ~~Company~~9, ~~files~~2023, ~~income~~for ~~tax~~value ~~returns~~received in connection with the ~~U.S.~~issuance ~~Federal~~of ~~jurisdiction,~~the February 2023 Note and extending the ~~state~~payment ofterms ~~California.~~on ~~With~~previously issued ~~few exceptions~~notes, the Company isissued no1,000,000 ~~longer~~warrants ~~subject~~ to Uthe lender with an exercise price of $0.S20 per share with a five-year exercise period. ~~federal,~~The ~~state~~fair ~~and~~value ~~local~~of the warrant issued in relation to the letter agreement issued in February 2023, orwas ~~non-U~~recorded as stock compensation expense amounting to $148,500.S. ~~income~~On ~~tax~~December ~~examinations~~29, by2023, ~~tax~~in ~~authorities~~connection ~~for~~with ~~years~~the ~~before~~letter ~~2016~~agreement discussed above, the life of this warrant was extended by two years.

~~Included~~In connection inwith ~~the~~a ~~balance~~letter atagreement ~~September~~on 30June 8, 2023, ~~are~~to noextend ~~tax~~the ~~positions~~due ~~for~~date ~~which~~of the ~~ultimate~~February ~~deductibility~~2022 isNote, ~~highly~~the ~~certain,~~May ~~but~~2022 ~~for~~Note ~~which~~and ~~there~~the isFebruary 2023 ~~uncertainty~~letter ~~about~~agreement until June 30, 2023, the ~~timing~~Company ofissued ~~such~~common ~~deductibility~~stock purchase warrants at $0.20 ~~Because~~a ofshare ~~the~~with ~~impact~~a offive-year ~~deferred~~term. 1,000,000 ~~tax~~warrants ~~accounting~~were issued on June 8, ~~other~~2023, ~~than~~500,000 ~~interest~~warrants were issued on June 15, 2023, and ~~penalties~~500,000 ~~the~~warrants ~~disallowance~~were issued on June 30, 2023. The fair value of the ~~shorter~~warrant ~~deductibility~~issued ~~period~~in ~~would~~relation ~~not~~to ~~affect~~ the ~~annual~~letter ~~effective~~agreement ~~tax~~issued ~~rate~~on ~~but~~June ~~would~~2023, ~~accelerate~~was recorded as expense amounting to $238,412. On December 29, 2023, in connection with the ~~payment~~letter ofagreement ~~cash~~discussed toabove, the ~~taxing~~life ~~authority~~of tothis anwarrant ~~earlier~~was ~~period~~extended by two years.

~~The~~On June ~~Company's~~19, ~~policy~~2023, isfor tovalue ~~recognize~~received ~~interest~~in ~~accrued~~connection ~~related~~with tothe ~~unrecognized~~issuance ~~tax~~of ~~benefits~~the inJune ~~interest~~20, ~~expense~~2023, ~~and~~letter ~~penalties~~agreement, inthe ~~operating~~Company ~~expenses.~~issued ~~During~~a ~~the~~warrant to ~~period~~purchase ~~ended~~750,000 ~~September~~shares ~~30,~~of ~~2023,~~common ~~the~~stock ~~Company~~for ~~did~~$0.0001 ~~not~~a ~~recognize~~share ~~interest~~with ~~and~~a ~~penalties~~seven-year term.

AsOn August ~~of September 30~~9, 2023, ~~the~~in ~~Company~~connection ~~had~~with ~~net~~the ~~operating~~extension ~~loss~~of ~~carry-forwards~~the due date of ~~approximately~~the ~~$24~~February 2022 loan,~~950~~ the May 2022 loan,~~000~~ ~~that~~the ~~may~~February be2023 ~~offset~~letter agreement ~~against~~and ~~future~~the ~~taxable~~June ~~income~~2023 ~~varying~~letter ~~from~~agreement, the Company issued 2,000,000 common stock warrants at $0.20 per share with a five-year term. ~~2024~~The ~~through~~fair ~~2040~~value of this warrant was recorded as an expense of $177,086. NoThis ~~tax~~agreement ~~benefit~~also ~~has~~amended ~~been~~the ~~reported~~terms inof the ~~September~~previous 30warrant agreements from cash to cashless exercise. On December 29, 2023, ~~consolidated~~in ~~financial~~connection ~~statements~~with ~~since~~ the ~~potential~~letter ~~tax~~agreement ~~benefit~~discussed isabove, ~~offset~~the bylife aof this ~~valuation~~warrant ~~allowance~~was ofextended ~~the~~by ~~same~~two ~~amount~~years.

~~Due~~The Company tovalued the ~~change~~impact ~~in ownership provisions~~ of the ~~Tax~~two-year ~~Reform~~extension ~~Act~~ of ~~1986,~~the ~~net~~term ~~operating~~on ~~loss~~all ~~carryforwards~~of ~~for~~the ~~Federal~~above ~~income~~warrants ~~tax~~using ~~reporting~~the ~~purposes~~Black-Scholes ~~are~~model ~~subject~~based toon ~~annual~~the following ~~limitations.~~significant ~~Should~~inputs aand ~~change~~recorded inan ~~ownership~~expense ~~occur~~of ~~net operating loss carryforwards may be limited as to use in future years~~$29,000.

Net operating losses arising in tax years ending before 2018 are generally limited to a 20-year carryforward period while net operating losses arising in tax years beginning in 2018-2022 may be carried forward indefinitely.

	5 Year	7 Year
Common stock price	$0.02	$0.02
Risk free interest rate	Between 3.8% and 4.0%	Between 3.8% and 3.9%
Stock volatility factor	Between 147% and 158%	Between 143% and 152%
Years to Maturity	Between 2.6 and 4.6 years	Between 4.6 and 6.6 years
Expected dividend yield	None	None

F-19

Table of Contents

NOVACCESS GLOBAL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, ~~2023~~2024 AND ~~2022~~2023

98. WARRANTS ~~INCOME TAXES~~ (Continued)

~~The~~On May ~~income~~13, ~~tax~~2024, ~~provision~~in ~~differs~~connection ~~from~~with the ~~amount~~May of13, ~~income~~2024 ~~tax~~Note, ~~determined~~the byCompany ~~applying~~issued ~~the~~10,000,000 Ucommon stock warrants exercisable at $0.S.0001 ~~federal~~per share ~~and~~with ~~state~~a ~~income~~five-year ~~tax~~term. ~~rate~~The tofair ~~pretax~~value ~~income~~of ~~from~~this ~~continuing~~warrant ~~operations~~was ~~for~~recorded ~~the~~as ~~years~~warrant ~~ended~~expense ~~September~~of 30$64, ~~2023~~665, ~~and~~based ~~September~~on ~~30,~~a ~~2022~~Black ~~due~~Scholes tomodel based on the following significant inputs:

	September 30, 2023			September 30, 2022
Common stock price	$0.0065
Book Income	$	(962,410	)	$	(163,760	)
Risk free interest rate	4.3%
Nondeductible Other Expenses		708,725			(127,326	)
Stock volatility factor	157%
Deferred Compensation		47,620			30,160
Years to Maturity	5 years
Related party accrual		19,950			690
Expected dividend yield	None
Valuation Allowance		186,115			260,236
Income Tax Expense	$	-		$	-

~~Deferred~~On September ~~taxes~~18, ~~are~~2024, ~~provided~~in onconnection awith ~~liability~~the ~~method~~September ~~whereby~~18, ~~deferred~~2024 ~~tax~~Note, assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the ~~differences~~Company ~~between~~issued ~~the~~2,000,000 ~~reported~~common ~~amounts~~stock ofwarrants ~~assets~~exercisable ~~and liabilities and their tax bases~~at $0.0001 ~~Deferred~~per ~~tax~~share ~~assets~~with ~~are reduced by~~ a ~~valuation~~five-year ~~allowance~~term. ~~when,~~The infair ~~the~~value ~~opinion~~ of ~~management,~~this itwarrant iswas ~~more~~recorded ~~likely~~as ~~than~~warrant ~~not~~expense ~~that some portion or all~~ of ~~the~~$19,999, ~~deferred~~based ~~tax~~on ~~assets~~a ~~will~~Black Scholes ~~not~~model bebased ~~realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates~~ on the ~~date~~following ofsignificant ~~enactment.~~inputs:

Net deferred tax assets consist of the following components as of September 30, 2023 and 2022:

Common stock price		$0.01
Risk free interest rate		3.6%
Stock volatility factor		264%
Years to Maturity		7 years
Expected dividend yield		None

	September 30, 2023			September 30, 2022
Deferred tax assets:
NOL Carryover	$	5,239,461		$	5,055,031
R&D Credit Carryforward		46,147			46,147
Deferred Compensation		120,070			72,446
Related party accruals		40,576			20,626
Deferred tax liabilities
Valuation allowance		(5,446,254	)		(5,194,250	)
Net deferred tax asset	$	-		$	-

On September 30, 2024, the fair value of the derivative liability of the warrants was $154,692 and was $728,991 as of September 30, 2023.

10For the purpose of determining the fair market value of the derivative liability for the embedded conversion, the Company used the Binomial lattice valuation model. ~~ACCRUED~~The ~~EXPENSES~~significant ~~AND~~assumptions ~~OTHER~~used ~~CURRENT~~in ~~LIABILITIES~~the Binomial lattice valuation of the derivatives are as follows:

Accrued expenses and accrued other current liabilities consisted of the following as of September 30, 2023 and 2022:

Risk free interest rate		Between 3.6% and 3.7%
Stock volatility factor		Between 153% and 170%
Years to Maturity		Between 3.9 and 7.0 years
Expected dividend yield		None

	September 30, 2023		September 30, 2022
Accrued liabilities		300,255		98,621
Provision for guaranteed commitment fees (1)		1,042,500		961,000
Accrued payroll		3,875		4,740
Deferred compensation		571,763		344,983
License Fees Payable		40,402		40,402
Insurance finance liability		23,772		36,815
	$	1,982,567	$	1,486,561

9. OPTIONS

~~(1) Under~~On June ~~the terms of the August 2021 Note~~2, ~~the February 2022 Note~~2020, the ~~May 2022 Note and the February 2023 Letter Agreement, the~~ Company issued ~~a total of~~ 2,~~075~~000,000 ~~shares~~options, ofon ~~common~~a ~~stock~~post asreverse ~~commitment~~split ~~fees.~~basis, Ifto ~~the~~purchase ~~lender~~common isstock ~~unable~~ to ~~sell~~ the ~~shares~~then ~~for~~directors ~~less~~of the ~~than~~Company ~~$1,250,000,~~as itcompensation ~~may make a one-time claim~~ for ~~each~~serving ~~note~~on ~~to be reimbursed for~~ the ~~difference~~board ~~between~~during ~~their proceeds and $1,250,000~~2019. ~~The~~These ~~difference~~options ~~between~~are ~~the~~exercisable ~~fair~~on ~~value~~a ofcashless ~~the~~basis ~~2,075,000~~for ~~shares~~a asperiod of ten years from September 30, ~~2023~~2020, ~~and~~at ~~the~~an ~~guaranteed~~exercise aeprice ~~amount~~of ~~was recorded as a provision for guaranteed commitment fees and included in the table above~~$0.01.

~~F-20~~For the purpose of determining the fair market value of the options issued on June 2, 2020, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows:

Table of Contents

Risk Free Interest Rate		0.32%
Stock Volatility Factor		146.0%
Weighted Average Expected Option Life		5 Years
Expected Dividend Yield		None

~~NOVACCESS~~On March ~~GLOBAL~~13, ~~INC~~2023, the Company entered into non-qualified stock option agreements and granted vested ten-year options to purchase shares of the Company’s common stock for $0.175 a share, the closing price on the grant date. The Company issued options to purchase a total of 3,542,857 shares as follows: (a) 857,143 to each of the independent directors, (b) 428,571 to the chief financial officer, and 571,429 to the president of our StemVax Therapeutics subsidiary; (c) 57,143 to each of our scientific advisory board members; and (d) the remaining 542,857 to staff members and other service providers. The Options are 100% vested and exercisable on the grant date and will expire on the tenth anniversary of the grant date on March 13, 2033. The stock-based compensation expense of $563,315 relating to the 2023 grants was recorded in the income statement on the grant date as the options are fully vested and exercisable on that date.

~~NOTES~~For the TOpurpose ~~CONSOLIDATED~~of ~~FINANCIAL~~determining ~~STATEMENTS~~the fair market value of the options, the Company used the Black Scholes valuation model. The significant assumptions used in the Black Scholes valuation model for the options are as follows:

SEPTEMBER 30, 2023 AND 2022

Risk Free Interest Rate		3.68%
Stock Volatility Factor		146.79%
Weighted Average Expected Option Life		5 Years
Expected Dividend Yield		None

~~11. BRIDGE LOAN PAYABLE~~F-20

~~Related~~Table ~~parties~~of Contents

~~In December 2021~~NOVACCESS GLOBAL, ~~the Company’s CEO and CFO each advanced funds to the Company for operating expenses in the total amount of $50,000~~INC. ~~The notes were payable on demand with a five business day written notice and bore interest at a rate of 10% per annum. The Company could prepay all or any part of the balance owed without penalty.~~

OnNOTES TO ~~March~~CONSOLIDATED ~~14,~~FINANCIAL 2022, our CEO purchased 600 shares of Series B Preferred stock and the Company applied $18,616 of the loan balance against this purchase. The remaining balance of $6,384 was paid to our CEO in several payments with the final balance being paid on May 11, 2022. The company recognized and paid interest expense in the amount of $583 to our CEO during the year ended September 30, 2022. No balance is due to our CEO as of September 30, 2023.STATEMENTS

On January 25, 2022, the Company issued 125,000 shares of its common stock in settlement of the bridge loan to the Company’s CFO and recognized a loss on extinguishment of debt in the amount of $17,313. Any potential gain would not have been recognized on extinguishment of this loan due to the nature of the relationship between the parties. The Company recognized and paid interest expense in the amount of $237 to our CFO during the year ended September SEPTEMBER 30, ~~2022.~~2024 NoAND ~~balance is due to our CFO as of September 30,~~ 2023.

~~Service~~9. OPTIONS ~~provider, related party~~(Continued)

InA summary ~~December 2021, one~~ of the Company’s ~~service~~options ~~providers~~activity ~~advanced~~and ~~funds~~related toinformation ~~the~~follows ~~Company~~ for ~~operating expenses in~~ the total amount of $25,000. On February 14, 2022, the Company issued 125,000 shares of its common stock to the service provider in settlement of the note payable. The Company recognized a loss on extinguishment of debt in the amount of $37,500. During the period ended September 30, ~~2022, the Company recognized and paid interest expense of $226 in relation to this loan. No balance was outstanding on the note payable to our service provider as of September 30,~~ 2023.:

The total loss on account of extinguishment of debt on the CFO Note and service provider note amounting to $54,813 was recorded in the 2022 income statement.

	September 30, 2024
			Weighted
	Number		average
	Of		exercise
	Options		price
Outstanding - beginning of period		5,542,857	$	0.115
Granted		-	$	-
Exercised		-	$	-
Forfeited		-	$	-
Outstanding - end of period		5,542,857	$	0.115

~~12.~~At September ~~DUE~~30, TO2024, ~~RELATED~~the ~~PARTIES~~weighted average remaining contractual life of options outstanding:

Due to Innovest Global

		September 30, 2023
						Weighted
						Average
						Remaining
Exercisable		Options		Options		Contractual
Prices		Outstanding		Exercisable		Life (years)
$	0.01		2,000,000		2,000,000		6.00
$	0.175		3,542,857		3,542,857		8.45
	Total		5,542,857		5,542,857		7.57

~~During the periods prior to the year ended September 30, 2023, Innovest Global, Inc~~10. INCOME (“Innovest”) advanced funds to the Company for operating expenses in the amount of $86,217. The expenses incurred by Innovest Global for the year ended September 30, 2023, amounted to $0 and $3,295 for the year ended September 30, 2022. As of September 30, 2023, the amount has not been reimbursed to Innovest. Our former Chairman Daniel Martin was the CEO of Innovest when the funds were advanced.TAXES

~~Due~~Deferred taxes toare ~~TN3~~provided ~~LLC~~on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

OnNet deferred ~~January~~tax ~~31,~~assets ~~2022,~~consist the Company entered into a preferred stock redemption agreement with Daniel G. Martin, at the time, sole board member and chairman, TN3, LLC, a company owned by Mr. Martin, Dwain K. Irvin, the chief executive officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owned 25,000 shares of the ~~Series~~following Bcomponents ~~convertible~~as ~~preferred stock. Pursuant to the redemption agreement, on March 14, 2022, NovAccess redeemed 24,400~~ of the preferred shares and Irvin Consulting purchased 600 of the preferred shares from TN3. The Company also issued to TN3 1,502,670 shares of unregistered common stock, at $ 0.35 amounting to $525,934, which was equal to 10% of our outstanding common stock on the date the redemption agreement was signed. Upon completion of the redemption transaction, the Company was obligated to pay to TN3 a total of $250,000 over a period of eleven months, with payment accelerated if the company raises at least $2.5 million of equity capital. As of September 30, ~~2023,~~2024 ~~the~~and ~~Company owed TN3 $95,000 of the redemption price.~~2023:

F-21

	September 30, 2024			September 30, 2023
Deferred tax assets:
NOL Carryover	$	5,603,050		$	5,239,461
R&D Credit Carryforward		70,536			46,147
Deferred Compensation		160,699			120,070
Related party accruals		-			40,576
Deferred tax liabilities
Valuation allowance		(5,834,285	)		(5,446,254	)
Net deferred tax asset	$	-		$	-

~~Table of Contents~~F-21

~~NOVACCESS~~Table ~~GLOBAL,~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS GLOBAL, ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES TO ~~30,~~CONSOLIDATED ~~2023~~FINANCIAL ~~AND 2022~~STATEMENTS

~~13.~~SEPTEMBER 30, ~~COMMITMENTS~~2024 AND ~~CONTINGENCIES~~2023

~~There are no material pending legal proceedings to which we are a party to, nor are there any such proceedings known to be contemplated by governmental authorities~~10. INCOME ~~None~~TAXES ~~of our directors, officers, or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.~~(Continued)

~~Under~~The income ~~the~~tax ~~terms~~provision ofdiffers ~~the~~from ~~August 2021 Note, February 2022 Note, May 2022 Note and~~ the ~~February~~amount ~~2023 Letter Agreement, the Company issued a total~~ of ~~2,075,000~~income ~~shares~~tax ofdetermined ~~common~~by ~~stock~~applying asthe ~~commitment fees~~U.S. Iffederal ~~the~~income ~~lender~~tax israte ~~unable~~ to ~~sell~~pretax ~~the~~income ~~shares~~from continuing ~~for~~operations ~~less than $1,250,000, it may make a one-time claim~~ for ~~each note to be reimbursed for~~ the ~~difference~~years ~~between~~ended ~~their proceeds and $1,250,000. The difference between the fair value of the 2,0755,000 shares as on~~ September 30, ~~2023,~~2024 and ~~the~~2023 ~~exercise~~due ~~amount~~to ~~of $1,150,000 was recorded as a make-whole provision for commitment fees and included in~~ the ~~accrued expenses.~~following:

14. RELATED PARTY TRANSACTIONS

	September 30, 2024			September 30, 2023
Book Income	$	(558,160	)	$	(962,410	)
Nondeductible Other Expenses		245,946			708,725
Other - Return to provision adjustments		(116,451	)		-
Deferred Compensation		40,630			47,620
Related party accrual		-			19,950
Valuation Allowance		388,035			186,115
Income Tax Expense	$	-		$	-

OnAs of September ~~July 28~~30, ~~2022~~2024, the Company ~~entered~~had ~~into~~net aoperating ~~short~~loss carry-~~term~~forwards ~~interest~~of ~~free~~approximately ~~loan agreement amounting to~~ $1226,~~500~~681,000 ~~with~~that ~~Jason~~may M.be ~~Anderson,~~offset anagainst future ~~independent~~taxable ~~member~~income ofvarying ~~our~~from ~~board of directors, to fund~~ the ~~operations~~year ~~until~~2024 ~~longer~~through ~~term~~2040 ~~financing~~and ~~can be obtained by the Company~~indefinitely. ~~The~~NOLs ~~loan terms required repayment~~ of ~~all~~$4,881,000 ~~amounts~~may ~~outstanding~~be ~~under~~carried ~~the~~forward ~~loan~~indefinitely while on the ~~earlier~~balance ~~of:~~has (a) ~~October~~20 ~~31,~~year ~~2022,~~carryforward. No ortax ~~(b)~~benefit ~~the~~has ~~receipt~~been byreported in the ~~Company~~September ~~of debt or equity financing of $3 million On November 5~~30, ~~2022~~2024, ~~the~~consolidated ~~Board~~financial statements ~~Member~~since ~~signed a waiver and extension agreement changing~~ the ~~due~~potential ~~date~~tax tobenefit ~~April~~is ~~30,~~offset ~~2023~~by ~~and on April 24, 2023, agreed to~~ a ~~further~~valuation ~~extension~~allowance ~~until~~of ~~August~~the ~~31,~~same ~~2023~~amount.

~~On February 9, 2023, the Company entered into a second interest-free loan agreement with Mr~~11. BALANCE ~~Anderson~~SHEET ~~amounting to $8,500. The loan does not bear interest (except on default) and was due on the earlier of August 31, 2023, or our receipt of debt or equity financing of at least $3.0 million.~~DETAILS

OnPrepaid expenses ~~January~~consisted 3,of ~~2024,~~ the ~~Company~~following ~~and~~as ~~Mr.~~of ~~Anderson~~September ~~entered into a further extension agreement on both loans until January 31~~30, 2024, and ~~on January 31, an extension until February 29, 2024.~~2023:

On July 28, 2022, the Company issued a convertible promissory note to Letzhangout, LLC, a company that provides accounting consulting services to NovAccess and also employs the chief financial officer, Neil J. Laird. Pursuant to the note, Letzhangout loaned the company $12,500 on July 29, 2022. All amounts outstanding under this agreement were payable on the earlier of: (a) October 31, 2022, or (b) the receipt by the Company of debt or equity financing of $3 million. In November, 2022, the holder agreed to extend the term of the note until April 2023 and in April 2023 agreed to a further extension until August 31, 2023. On January 3, 2024, the Company and Letzhangout entered into a further extension until January 31, 2024, and on January 31, 2024, another extension until February 29, 2024. The holder has the right, until the date of payment in full of all amounts outstanding and unpaid principal and interest and any other amounts into fully paid shares of common stock of the Company at conversion price of $0.15. As of September 30, 2023, the balance of the July 2022 Note was $12,500.

	September 30, 2024		September 30, 2023
Insurance	$	28,333	$	28,333
Other		13,000		12,000
Income Tax Expense	$	41,333	$	40,833

OnAccrued expenses ~~January 31, 2022, the Company entered into a preferred stock redemption agreement with Daniel G. Martin, at the time sole board member~~ and ~~chairman,~~accrued ~~TN3,~~other ~~LLC,~~current aliabilities ~~company~~consisted ~~owned~~of ~~by Mr. Martin, Dwain K. Irvin,~~ the ~~chief~~following ~~executive~~as ~~officer, and Irvin Consulting, LLC, a company owned by Dr. Irvin. TN3 owned 25,000 shares~~ of September ~~the Series B convertible preferred stock. Pursuant to the redemption agreement~~30, on2024 ~~March 14, 2022, NovAccess redeemed 24,400 of the preferred shares~~ and ~~Irvin Consulting purchased 600 of the preferred shares from TN3.~~2023:

Upon completion of the redemption transaction, the Company was obligated to pay to TN3 a total of $250,000 over a period of eleven months, with payment accelerated if the company raised at least $2.5 million of equity capital. Pursuant to the redemption agreement, the Company also issued to TN3 1,502,670 shares of unregistered common stock, which was equal to 10% of our outstanding common stock on the date the redemption agreement was signed. Upon completion of the redemption transaction, Mr. Martin resigned from the NovAccess board and was replaced by John A. Cassarini and Dr. Irvin. As of September 30, 2023, the Company owed TN3 $95,000 of the redemption price.

	September 30, 2024		September 30, 2023
Accrued liabilities		34,477		11,154
Interest payable		650,303		289,101
Provision for guaranteed commitment fees (1)		1,301,553		1,042,500
Accrued payroll		202,710		3,875
Deferred compensation		765,231		571,763
License Fees Payable		40,402		40,402
Insurance finance liability		26,332		23,772
Stock payable liability (2)		3,291		-
	$	3,024,299	$	1,982,567

~~Also,~~(1) inUnder ~~connection~~the ~~with~~terms ~~closing~~of the ~~redemption~~August ~~transaction~~2021 Note, onthe ~~March~~February 142022 Note, the May 2022 Note, the ~~Company~~February ~~entered~~2023 ~~into~~Letter aAgreement ~~common~~and ~~stock~~the ~~distribution~~June ~~agreement~~19, ~~with~~2023, ~~Innovest~~Letter ~~Global~~Agreement, ~~Inc.~~the ~~Innovest~~Company ~~acquired~~issued ~~7.5~~a ~~million~~total of 2,825,000 shares of ~~the~~ common stock ~~when~~or ~~Innovest~~pre-funded ~~sold~~warrants ~~StemVax~~as commitment fees. If the lender is unable to sell the shares for at least $1,325,000, ~~LLC~~it may make a one-time claim for each note to ~~NovAccess~~be inreimbursed ~~September~~for ~~2020~~the difference between their sale proceeds and $1,325,000. ~~Pursuant~~The todifference between the ~~stock~~fair ~~distribution~~value ~~agreement~~of the 2,825,000 ~~Innovest~~shares ~~agreed~~as toon ~~distribute~~September ~~its~~30, ~~NovAcess~~2024, ~~common~~and ~~stock~~the toguaranteed ~~Innovest’s~~sale ~~shareholders~~amount was recorded as a provision for guaranteed commitment fees and included in the table above. ~~Innovest~~The ischange ~~currently~~in the in the ~~process~~provision offor ~~effectuating~~guaranteed commitment fees for the ~~distribution~~year ended September 30, 2024 of $259,053 was recorded in other income/(expenses) as commitment fee guarantee.

F(2) The Company had earned common stock shares that had not been issued as of September 30, 2024, due to reserved shares of debt holders that reached total authorized shares. The unissued shares are remeasured at mark-22to-market at the end of the period.

~~Table of Contents~~F-22

~~NOVACCESS~~Table ~~GLOBAL,~~of ~~INC.~~Contents

~~NOTES~~NOVACCESS GLOBAL, ~~TO CONSOLIDATED FINANCIAL STATEMENTS~~INC.

~~SEPTEMBER~~NOTES TO ~~30,~~CONSOLIDATED ~~2023~~FINANCIAL ~~AND 2022~~STATEMENTS

~~14.~~SEPTEMBER 30, ~~RELATED~~2024 ~~PARTY~~AND ~~TRANSACTIONS (Continued)~~2023

~~In December 2021, the Company’s CEO and CFO each advanced funds to the Company for operating expenses in the total amount of $25,000 each~~12. DUE ~~The~~TO ~~notes~~RELATED were payable on demand with a five business-day written notice and bore interest at a rate of 10% per annum. The Company could prepay all or any part of the balance owed without penalty. On January 25, 2022, the Company issued 125,000 shares of its common stock in settlement of a bridge loan to the Company’s CFO and recognized a loss on extinguishment of debt in the amount of $17,313. Any potential gain would not have been recognized on extinguishment of this loan due to the nature of the relationship between the parties. The Company recognized and paid interest expense in the amount of $237 to our CFO during the year ended September 30, 2022. No balance is due to our CFO as of September 30, 2022. On March 14, 2022, our CEO purchased 600 shares of Series B Preferred stock and the Company applied $18,616 of the loan balance against this purchase. The remaining balance of $6,384 was paid to our CEO in several payments with the final balance being paid on May 11, 2022. The company recognized and paid interest expense in the amount of $583 to our CEO during the year ended September 30, 2022. No balance is due to our CEO as of September 30, 2023.PARTIES

~~On September 4, 2020, the Company entered into a management services agreement with TN3, LLC. Pursuant~~ Due to ~~the~~Innovest agreement, TN3 provided the Company with office space in Chesterland, Ohio and management, administrative, marketing, bookkeeping and IT services for a fee of $30,000 a month. The initial term of the agreement was three years, with subsequent one-year renewals. We paid TN3 $40,000 under the agreement in fiscal 2022. In connection with the redemption of TN3’s preferred shares, the management services agreement was terminated and outstanding amounts cancelled, and as of September 30, 2023 there were no amounts owed under this agreement.Global

15During the periods prior to the year ended September 30, 2022, Innovest Global, Inc. ~~SUBSEQUENT~~(“Innovest”) ~~EVENTS~~advanced funds to the Company for operating expenses in the amount of $86,217. As of September 30, 2024, the amount has not been reimbursed to Innovest. Our former Chairman Daniel Martin was the CEO of Innovest when the funds were advanced.

~~Sumner~~Due to ~~Global~~TN3 ~~Investment~~LLC

On January ~~December 29~~31, ~~2023~~2022, ~~NovAccess~~the ~~Global~~Company ~~Inc.~~ entered into a ~~securities~~preferred ~~purchase~~stock redemption agreement (with Daniel G. Martin, at the ~~“purchase~~time, ~~agreement”)~~sole ~~with~~board ~~Sumner~~member and ~~Global~~chairman, TN3, LLC, ana ~~affiliate~~company ofowned ~~Sumner~~by ~~Investment~~Mr. ~~Group~~Martin, ~~Inc~~Dwain K. ~~(“Sumner”)~~Irvin, ~~pursuant~~the tochief ~~which~~executive ~~Sumner~~officer, ~~agreed~~and toIrvin ~~purchase~~Consulting, 33LLC, a company owned by Dr.0 ~~million~~Irvin. ~~newly~~TN3 ~~issued~~owned 25,000 shares of ~~our~~the ~~unregistered~~Series ~~common~~B ~~stock~~convertible ~~for~~preferred $0stock.11 aPursuant ~~share~~to the redemption agreement, oron ~~$3.63~~March 14, ~~million~~2022, inNovAccess ~~total~~redeemed 24,400 of the preferred shares and toIrvin ~~loan~~Consulting uspurchased $7600 of the preferred shares from TN3.05 ~~million~~The Company ~~(collectively~~also issued to TN3 1,502,670 ~~the~~shares ~~“transaction”).~~of Weunregistered ~~expect~~common stock, at $ 0.35 amounting to ~~use~~$525,934 ~~this~~which ~~investment~~was equal to ~~fund~~10% ~~operations~~of ~~and~~our outstanding ~~repay~~common ~~debt~~stock on the date the redemption agreement was signed. ~~Sumner~~Upon iscompletion aof ~~global~~the ~~company~~redemption ~~that~~transaction, ~~has~~the ~~created~~Company was ~~value~~obligated ~~across~~to pay TN3 a ~~diverse~~total ~~range~~of $250,000 over a period of ~~assets~~eleven ~~focusing~~months, onwith payment accelerated if the ~~procurement~~Company ofraises ~~products~~at ~~and~~least $2.5 ~~services~~million ~~for~~of ~~governments~~equity ~~and~~capital. ~~corporations~~As ~~around~~of ~~the~~September ~~world~~30, ~~with~~2024, anthe ~~emphasis~~Company onowed ~~healthcare~~TN3 $95,000 ~~defense~~of the redemption price and ~~logistics~~was in default.

~~Sumner~~Also in ~~agreed~~connection towith ~~purchase~~closing the ~~shares~~redemption oftransaction, ~~common stock~~ on orMarch ~~before~~14, ~~January 31~~2022, ~~2023.~~the ~~Sumner~~Company ~~agreed~~entered tointo ~~make~~a ~~the~~common ~~loans~~stock indistribution ~~two tranches,~~ agreement with ~~$3.05~~Innovest ~~million on February 15~~Global, ~~2024,~~Inc. ~~and~~Innovest ~~the~~acquired ~~remaining $4~~7.05 million onshares ~~March~~of ~~15,~~the ~~2024.~~common ~~The~~stock ~~loans~~when ~~will~~Innovest besold ~~represented~~StemVax, byLLC ~~convertible~~to ~~promissory~~NovAccess ~~notes~~in ~~that~~September 2020. ~~will~~Pursuant ~~have~~to athe ~~five-year~~stock ~~term,~~distribution ~~bear interest at 10% a year~~agreement, ~~and~~Innovest beagreed ~~convertible~~to ~~into~~distribute ~~shares~~its of NovAccess common stock atto $0Innovest’s shareholders.11 Innovest ahas ~~share~~not completed the distribution.

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 prospects13. COMMITMENTS AsAND ~~a result, we cannot guarantee that the transaction will be completed when we expect, or whether the transaction will close at all.~~CONTINGENCIES

~~Pursuant~~There are tono ~~the~~material ~~purchase~~pending ~~agreement,~~legal ~~Sumner~~proceedings ~~has~~to ~~the~~which ~~right~~we toare ~~appoint~~a upparty to, ~~three~~nor ~~new~~are ~~members~~there any such proceedings known to ~~our~~be ~~board~~contemplated by governmental authorities. None of our directors., ~~The~~officers, ~~purchase~~or ~~agreement~~affiliates ~~also~~is ~~includes~~involved ~~typical~~in ~~representations,~~a ~~warranties~~proceeding ~~and~~adverse ~~covenants~~to our business or has a material interest adverse to our business.

~~As required by the purchase agreement, Irvin Consulting, LLC, a California limited liability company owned by our CEO Dwain K~~14. SUBSEQUENT 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.EVENTS

~~The~~On October ~~purchase~~16, ~~agreement~~2024, ~~including~~AJB Capital Investments agreed to a ~~form~~further extension on their loans until October 31, 2024. On October 29, 2024, AJB extended the term of ~~convertible~~the ~~promissory~~April 29, 2024, note until October 31, is2024. ~~filed~~On asAugust 18, 2025, AJB agreed to an ~~exhibit~~extension onuntil ~~Form~~November ~~8-K~~1, 2025. ~~The~~On ~~description~~October ~~above~~23, is2024, ~~qualified~~AJB inincreased ~~its~~the ~~entirety~~principal on the September 18, 2024 note by ~~reference~~$11,111 to $76,111 and the ~~full~~Company ~~text~~received $10,000 net of ~~the~~original ~~purchase~~issuance ~~agreement~~discount.

AsOn August of21, 2025, AJB agreed to loan the ~~date~~company a principal amount of ~~this~~$250,000 ~~report~~for fixed interest of $15,000. ~~the~~The ~~agreement~~Company has ~~not~~received funds ~~been~~of ~~completed~~$240,337 ~~but~~in ~~based~~the following amounts and dates. $51,507 on ~~assurances~~August ~~from~~26, ~~Sumner~~2025, is$10,000 ~~expected~~on toAugust ~~close~~29, ~~shortly~~2025, $8,788 on September 12, 2025, $48,314 on September 30, 2025, $9,228 on October 22, 2025, $50,000 on October 31, 2025, $45,000 on November 14, 2025, and $17,500 on December 15, 2025.

F-2324

Table of Contents

~~NOVACCESS~~Item 9. ~~GLOBAL,~~Changes ~~INC~~in and Disagreements with Accountants on Accounting and Financial Disclosure.

~~NOTES~~We did TOnot ~~CONSOLIDATED~~change ~~FINANCIAL~~our ~~STATEMENTS~~accountants or have any reportable disagreements with our accountants in fiscal 2024.

~~SEPTEMBER~~Item 9A. ~~30,~~Controls ~~2023~~and ~~AND 2022~~Procedures.

~~15.~~Evaluation of ~~SUBSEQUENT~~Disclosure ~~EVENTS~~Controls ~~(Continued)~~and Procedures

~~Issuance~~Our management team, with the participation of ~~Common~~our ~~Shares~~chief executive and financial officer, Dwain K. Irvin, evaluated the effectiveness of the design and operation of NovAccess’ disclosure controls and procedures (as defined under the Securities Exchange Act) as of September 30, 2024. Based upon this evaluation, Dr, Irvin concluded that the company’s disclosure controls and procedures were not effective as of September 30, 2024.

OnManagement’s Annual ~~various~~Report ~~dates~~on ~~since~~Internal ~~September~~Control ~~30,~~Over ~~2023,~~Financial the Holder of the April 11 Note converted $59,500 of the principal balance of $79,250 into shares of common stock leaving a principal of $19,750. The company issued 4,420,611 shares of common stock for these conversions.Reporting

~~The~~Disclosure controls ~~company~~and ~~also~~procedures, ~~issued~~as ~~208~~defined under the Securities Exchange Act,~~752~~ ~~shares~~are ofcontrols ~~common~~and ~~stock~~other procedures that are designed to ~~two~~provide reasonable ~~service~~assurance ~~providers~~that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that this information is accumulated and communicated to management, including our principal executive and financial officer, to allow timely decisions regarding required disclosure.

~~Bridge~~On July ~~Loans~~24th, 2024, our CFO, Neil Laord stepped down as CFO and our CEO assumed the role and responsibility of CFO. At this time our board has not identified a new CFO, but is in the process of conducting a search. Our management team, with the participation of Dr. Irvin, assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, management used the criteria designated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013).

OnOur controls ~~December~~were ~~21,~~not ~~2023,~~effective ~~our~~due ~~Chairman,~~to ~~John~~the A.size ~~Cassarini~~of ~~loaned~~the ~~NovAccess~~company ~~$10,000~~and toavailable ~~address~~resources. ~~short-term~~There ~~cash~~are ~~needs.~~limited ~~Neil~~personnel J.to ~~Laird,~~assist ~~our~~with ~~chief~~the accounting and financial ~~officer~~reporting function, ~~loaned~~which ~~the~~results ~~company~~in: ~~$1,000.~~(i) ~~These~~a ~~loans~~lack doof ~~not~~segregation ~~bear~~of ~~interest~~duties and do(ii) controls that may not ~~have~~be aadequately designed ~~specified~~or ~~due~~operating ~~date~~effectively. Despite the existence of material weaknesses, ~~but~~we ~~are~~believe ~~expected~~that tothe befinancial ~~paid~~information presented in ~~full~~this ~~upon~~report ~~completion~~is materially correct and fairly presents the financial position and operating results of the ~~Sumner~~company ~~transaction~~for orthe ~~other~~year ~~financing~~ended September 30, 2024.

OnChanges in ~~January~~Internal ~~26,~~Control ~~2024,~~Over ~~Jason~~Financial ~~Anderson~~Reporting ~~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 loans discussed above.~~

~~Loan~~On July ~~for~~24th, ~~Audit~~2024, ~~Fee~~our CFO, Neil Laird stepped down as CFO and our CEO assumed the role and responsibility of CFO. At this time, our board has not identified a new CFO, but is in the process of conducting a search. Our management team, with the participation of Dr. Irvin, assessed the effectiveness of our internal control over financial reporting as of September 30, 2024.

OnThere were ~~December~~no ~~29,~~other ~~2023,~~changes ~~the~~in ~~Company~~our ~~entered~~internal ~~into~~control aover ~~letter~~financial ~~agreement~~reporting ~~(the~~identified ~~“letter~~in ~~agreement”)~~connection with ~~AJB~~the ~~Capital~~evaluation ~~Investments,~~required ~~LLC~~by ~~(“AJB”). On February 15, 2022, we issued a promissory note to AJB. Pursuant to~~ the ~~December~~Securities Exchange ~~29,~~Act ~~2023~~that ~~letter~~occurred ~~agreement,~~during ~~AJB~~our ~~agreed~~fourth tofiscal ~~loan~~quarter usthat anhave ~~additional~~materially ~~$29~~affected,~~444,~~ ~~which~~or ~~will~~are bereasonably ~~added~~likely to ~~the~~materially ~~principal of the February 2022 note. This $29~~affect,~~444 loan has an original interest discount of 10% and bears interest at 10% per annum. AJB funded $9,000 of the loan to pay~~ our ~~auditors~~internal tocontrol ~~commence~~over ~~work~~financial ~~on the 2023 audit~~reporting. ~~The remaining balance will be funded upon the mutual agreement of AJB and the company.~~

~~The Company has previously issued AJB nine separate warrants to purchase a total of 8,250,000 shares of our common stock in connection with loans provided by AJB and extensions of those loans~~Item 9B. ~~These~~Other ~~warrants would have expired on various dates ranging from August 20, 2026, to August 9, 2028~~Information. ~~Pursuant to the letter agreement, in consideration of the new loan, we agreed to extend the expiration date of these warrants by two years.~~

~~Default~~We have ~~Notices~~disclosed on Form 8-K all reportable events that occurred in the quarter ended September 30, 2024.

~~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”)~~Item 9C. ~~Pursuant~~Disclosure toRegarding ~~the~~Foreign ~~Notes,~~Jurisdictions ~~1800 Diagonal loaned NovAccess $243,770 in the aggregate. Each of the Notes has a provision~~ that ~~requires~~Prevent ~~us to make all filings with the Securities and Exchange Commission required by the Securities Exchange Act of 1934~~Inspections. 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 disclosure 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~~item ~~of the note. The note provides that if there~~ is anot ~~default,~~applicable 13to ~~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~~NovAccess. ~~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 $385,000. 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.20

~~F-24~~Table of Contents

~~Table of Contents~~Part III

Item 9 10. ~~Changes~~Directors, inExecutive ~~and~~Officers ~~Disagreements with Accountants on Accounting~~ and ~~Financial~~Corporate ~~Disclosure~~Governance.

WeBoard of ~~did not change our accountants or have any reportable disagreements with our accountants in fiscal 2023.~~Directors

~~Item~~Biographical information ~~9A.~~about ~~Controls~~our ~~and~~board ~~Procedures~~members is summarized below.

~~Evaluation~~Jason M. Anderson, age 52, is experienced in the fields of ~~Disclosure~~biological ~~Controls~~discovery, genomic modeling, drug development and ~~Procedures~~national security. He joined our board on March 18, 2022. Mr. Anderson is a director and board member of VasGene Therapeutics, Inc. whose drug for the treatment of solid tumor cancer has received Breakthrough Designation by the FDA. He is President of Trility Life Sciences, a California-based Public Benefit Company, whose marketed proprietary polyphenol-enhanced medical food is coded by the U.S. Department of Health and Human Services to manage a patient’s systemic inflammatory responses due to disease-related malnutrition. He was a co-founder and member of the board of EdenRoc Sciences, LLC, a privately held biotechnology company formed to cultivate world-class life sciences start-up companies including Liberty Biosecurity, LLC, where he served as co-founder and Chief Executive Officer. Mr. Anderson has co-authored several granted patents in the life sciences that describe how genomic and biological information can be securely disseminated. Mr. Anderson previously served as a diplomat for the United States. He holds a MSc. from the London School of Economics and Political Science and a BA from the University of California, San Diego. Mr. Anderson speaks both Spanish and Chinese (Mandarin).

~~Our~~John A. ~~management team~~Cassarini, ~~with~~age ~~the~~58, ~~participation~~has decades of ~~our~~capital ~~chief~~markets ~~executive~~experience ~~officer,~~as ~~Dwain~~an K.investor ~~Irvin,~~ and ~~chief~~portfolio ~~financial officer, Neil J~~manager. ~~Laird,~~He ~~evaluated~~joined ~~the~~our ~~effectiveness~~board ofon ~~the~~March 14, ~~design~~2022, and ~~operation~~serves as chair of ~~NovAccess’~~the ~~disclosure~~board. ~~controls~~During ~~and~~the ~~procedures~~past ~~(as~~five ~~defined~~years ~~under~~he ~~the~~has ~~Securities~~been ~~Exchange~~a ~~Act)~~private asinvestor. ofPrior ~~September~~to 30that, ~~2023.~~he ~~Based~~managed ~~upon~~small-cap portfolios ~~this~~for ~~evaluation~~numerous institutions, ~~Messrs.~~including ~~Irvin~~Lehman Brothers, Barclays and ~~Laird~~Ingalls ~~concluded~~& ~~that~~Snyder. ~~the~~Mr. ~~company’s~~Cassarini ~~disclosure~~has ~~controls~~a ~~and~~BA ~~procedures~~in ~~were~~finance from ~~effective~~Fordham asUniversity ofand ~~September~~an ~~30,~~MBA ~~2023~~from Columbia University.

~~Management~~Dwain K. Irvin, PhD, MPH, age 57, is a published researcher and patent author. Dr. Irvin stepped into the CEO role at NovAccess on October 15, 2020, after heading the biotechnology division of Innovest Global, Inc. NovAccess acquired StemVax, LLC from Innovest on September 8, 2020. Dr. Irvin received his PhD from the University of California, Los Angeles School of Medicine, his MPH from UCLA School of Public Health, and trained at The Wallenberg Neuroscience Center at Lund University in Lund, Sweden. He was also a professor, faculty member at Cedars-Sinai Medical Center, Department of Neurosurgery. Dr. Irvin received his PhD in Molecular & Medical Pharmacology and Developmental Neuroscience with an emphasis on neural stem cell fate and differentiation. His research focused on neural development and notch signaling in mammalian neural stem cells. He also worked as an NIH/NINDS post-doctoral fellow in Dr. Anders Bjorklund’s ~~Annual~~laboratory ~~Report~~in Lund, Sweden. There, his focus was on ~~Internal~~research ~~Control~~projects ~~Over~~that ~~Financial~~investigated ~~Reporting~~the potential role of cell replacement therapy for patients with Parkinson’s disease. They developed several protocols for the efficient generation of dopaminergic neurons from forebrain and ventral midbrain stem and progenitor cells. Dr. Irvin also worked as a research scientist, assistant professor, and faculty member at Cedars-Sinai Medical Center, Department of Neurosurgery. He led research investigations in the role of adaptive immunity in Parkinson’s disease. He also developed two patents in immunotherapy for brain tumor patients, specifically glioblastoma multiforme (GBM). His research team focused on molecular mechanisms that impart therapeutic resistance in cancer cells, including cancer stem cells, to develop novel immunotherapies for brain tumor patients.

The NovAccess management team is responsible for establishing and maintaining adequate internal control over financial reporting (as defined under the Securities Exchange Act). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements.Executive Officers

~~Our~~Information about ~~management~~our ~~team,~~CEO ~~with the participation of Messrs Irvin~~ and ~~Laird,~~interim ~~assessed~~CFO ~~the effectiveness of our internal control over financial reporting as of September 30, 2023~~Dr. In making this assessment, management used the criteria designated by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework (2013). Based upon this evaluation, Messrs. Irvin ~~and~~is ~~Laird~~included ~~concluded~~above ~~that~~under ~~the~~Board ~~Company’s disclosure controls and procedures were effective as~~ of ~~September 30, 2023~~Directors.

~~Changes in Internal Control Over Financial Reporting~~ 21

~~There~~Table ~~were~~of no changes in our internal control over financial reporting identified in connection with the evaluation required by the Securities Exchange Act that occurred during our fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Contents

~~Item 9B. Other Information.~~Board Committees

WeOur board ~~have~~of ~~disclosed~~directors onformed ~~Form~~a 8-separately designated standing audit committee in April 2022. In accordance with its written charter, which was approved and adopted by our board, our audit committee assists the board in fulfilling its responsibility of overseeing the quality and integrity of our accounting, auditing and financial reporting practices. The audit committee is directly responsible for the appointment of our independent registered public accounting firm, currently M&K CPAS, PLLC (“M&K”), and is charged with reviewing and approving all ~~reportable~~services ~~events~~performed ~~that~~for ~~occurred~~us by M&K and for reviewing the firm’s fees. The audit committee reviews M&K’s internal quality control procedures, reviews all relationships between M&K and NovAccess and its subsidiaries in order to assess the ~~quarter~~firm’s ~~ended~~independence, ~~September~~and 30monitors compliance with our policy regarding non-audit services, ~~2023~~if any, rendered by M&K. In addition, the audit committee ensures the regular rotation of the lead audit partner and concurring partner.

~~Item~~The members 9Cof the audit committee are Mr. ~~Disclosure~~Cassarini, ~~Regarding~~the ~~Foreign~~committee’s ~~Jurisdictions~~chairman, and Mr. Anderson. The committee met twice in fiscal 2024. Messrs. Cassarini and Anderson are both “independent directors” as defined in the OTCQB Market listing standards. In addition, each member of the audit committee is able to read and understand financial statements, including balance sheets, income statements, and cash flow statements. Our board has determined that ~~Prevent~~Mr. ~~Inspections~~Cassarini meets the qualifications for designation as a financial expert as defined in SEC rules through his experience as a private investor and managing small-cap portfolios for numerous institutions. The audit committee will review and reassess its charter as needed and will obtain the approval of the board for any proposed changes to the charter.

~~The~~Because our ~~disclosure~~board ~~required~~of bydirectors ~~this~~has ~~item~~only isthree members, we do not ~~applicable~~currently tohave ~~NovAccess~~compensation or nominating committees. Currently our independent directors determine and approve the compensation of our executive officers.

20Advisory Board

~~Table~~We have assembled a board of ~~Contents~~advisors with extensive experience in all aspects of the biopharmaceuticals industry. The advisory board provides our management team with guidance when requested providing us with the benefit of the advisors’ expertise and experience

~~Part~~Renard Currie, ~~III~~MBA, has over twenty years’ experience as a product executive in healthcare information technology. He is currently the senior global director for Infor Inc. Since 2001, he has served as chief operating officer and vice president of product management for leading healthcare IT companies, including KnowMed, Healthvision and Quovadx. Mr. Currie’s leadership turns new ideas into profitable products through building successful cross-functional product development and management teams, fostering a culture of design-driven product development, microservices architecture and beautiful user experience. He has led the effort to develop a multi-tenant interoperability solution with infused artificial intelligence powered by InforOS. He has also led sales, marketing, product management, product development and service organizatio

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