On January 23, 2023 NovAccess Global Inc., a Colorado corporation ("NovAccess" or the "company"), reported previously entered into three securities purchase agreements dated August 20, 2021, February 15, 2022, and May 5, 2022 (collectively, the "Agreements"), with AJB Capital Investments, LLC ("AJB") (Filing, 8-K, NovAccess Global, JAN 23, 2023, View Source [SID1234626477]). Pursuant to the Agreements, NovAccess issued promissory notes to AJB representing loans provided by AJB to the company totaling $1.75 million. Also pursuant to the Agreements, NovAccess paid AJB commitment fees totaling 1,575,000 unregistered shares of the company’s common stock (the "commitment fee shares"). If AJB is unable to sell the commitment fee shares for amounts specified in the Agreements, then AJB may require NovAccess to issue additional shares or pay cash in the amount of the shortfall (the "make-whole rights"). However, AJB may only exercise its make-whole rights within time frames following the loan dates specified in the Agreements (the August 20, 2021 and February 15, 2022 make-whole rights each have a term of 18 months and the May 5, 2022 make-whole rights have a term of 36 months). The August 20, 2021 make-whole rights expire on February 20 of this year. To avoid forcing AJB to sell the commitment fee shares in order to take advantage of its make-whole rights, on January 20, 2023 NovAccess entered into a letter agreement with AJB extending the exercise period for the make whole-rights to 72 months. As amended by the letter agreement, the make-whole rights now expire on August 20, 2027, February 15, 2028, and May 5, 2028. The letter agreement makes additional less material revisions to AJB’s make-whole rights and harmonizes the make-whole rights among the Agreements.

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The letter agreement with AJB is filed as an exhibit to this Current Report on Form 8-K. The description above is qualified in its entirety by reference to the full text of the agreement.