UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No. )
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
| ☐ |
Preliminary
Proxy Statement |
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| ☐ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☐ |
Definitive
Proxy Statement |
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| ☒ |
Definitive
Additional Materials |
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| ☐ |
Soliciting
Material Pursuant to Section 240.14a-12 |
| NOVO
INTEGRATED SCIENCES, INC. |
| (Name
of Registrant as Specified In Its Charter) |
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment
of Filing Fee (Check the appropriate box): |
| |
|
| ☒ |
No
fee required. |
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|
| ☐ |
Fee
computed on the table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) |
Title
of each class of securities to which transaction applies: |
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| (2) |
Aggregate
number of securities to which transaction applies: |
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| (3) |
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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| (4) |
Proposed
maximum aggregate value of transaction: |
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| (5) |
Total
fee paid: |
| ☐ |
Fee
paid previously with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
| (1) |
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Previously Paid: |
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| (2) |
Form,
Schedule or Registration Statement No.: |
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Party: |
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest reported): September 21, 2023
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40089 |
|
59-3691650 |
| (State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
11120
NE 2nd Street, Suite 200, Bellevue, WA 98004
(Address
of principal executive offices)
(206)
617-9797
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.)
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☒ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on which Registered |
| Common
Stock |
|
NVOS |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
7.01. Regulation FD Disclosure.
On
September 21, 2023, Novo Integrated Sciences, Inc. (the “Company”) issued a press release providing an update on certain
actions and events, including with regard to the upcoming annual meeting of stockholders, the recent debt financing, future projections
and objectives, the SWAG agreement, the $57,000,000 RC note, and the GIMEG project. The press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Novo
Integrated Sciences, Inc. |
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|
|
| Dated:
September 21, 2023 |
By: |
/s/
Robert Mattacchione |
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|
Robert
Mattacchione |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Novo
Integrated Sciences Provides Update on Certain Current Actions and Events
September
29, 2023 Shareholder Meeting Voting Update
BELLEVUE,
Wash., September 21, 2023 - Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”), today
provides an update with respect to certain actions and events, as follows:
| ● |
Annual Meeting
Shareholder Voting. For shareholders that have not voted in connection with the upcoming September 29, 2023 annual shareholder
meeting, please vote as soon as possible. For shareholders that hold through a brokerage account, your broker should have provided
you with voting instructions. If not, please contact your broker ASAP to quickly receive the necessary information to cast your vote
electronically. |
| ● |
Recent Debt
Financing. We believe the recently arranged debt financing allows for adequate operational runway while we await the expected more
substantial financing previously disclosed and updated below. Management views the debt structure as advantageous to the Company as
(i) it does NOT include any warrants or inducement shares, (ii) it does NOT provide for a pre-payment penalty, and (iii) potential
conversion shares have not been registered. |
| ● |
Future Projections
and Objectives. As the Company moves forward on a number of operational and growth initiatives, including expanding jurisdictional
presence, food-based agriculture, international proprietary product offerings, and development of eldercare/senior living communities,
we anticipate significant revenue growth and positive net income over the next 12-36 months with potential for hyper-growth. |
| ● |
Parties
continue to work toward closing SWAG Agreement. Although the SWAG Agreement has not yet closed, the parties continue to work together
with the intention of closing the transaction and maximizing the net positive cash effect to the Company. As previously disclosed,
Novo entered into a share purchase agreement (the “SWAG Agreement”) with SwagCheck Inc. (“SWAG”) and the shareholders
of SWAG, pursuant to which Novo agreed to purchase 100% of SWAG’s outstanding shares. SWAG holds a specific right of purchase
of a precious gem collection as provided for in an agreement between SWAG and a Court-appointed Successor Receiver for the United States
District Court for the Central District of California. |
| ● |
Novo expects
to receive an initial draw on $57,000,000 RC Note. With the Company’s previously disclosed “Clear to Close” status
of an unsecured 15-year $70,000,000 promissory note for debt funding of $57,000,000 which provides for a yield (non-compounding) of
1.52% (zero coupon) per annum, the Company expects to receive a “first draw” advance against the coupon in the near future
with the expectation of a full draw shortly thereafter. |
| ● |
GIMEG project
in early stages of development. The Company is in discussions to secure the initial senior living community location under our
national growth initiative. As previously announced, the Company has a funding commitment for a direct investment of $40,000,000 from
Sheikh Khaled bin Mohammad bin Fahad Al Thanayan through Gulf International Minerals and Energy Group (GIMEG). The funding is expected
to result in project-specific joint ventures for development of elder care and senior living community facilities in Canada. |
About
Novo Integrated Sciences, Inc.
Novo
Integrated Sciences, Inc. is pioneering a holistic approach to patient-first health and wellness through a multidisciplinary healthcare
ecosystem of services and product innovation. Novo offers an essential and differentiated solution to deliver, or intend to deliver,
these services and products through the integration of medical technology, advanced therapeutics, and rehabilitative science.
We
believe that “decentralizing” healthcare, through the integration of medical technology and interconnectivity, is an essential
solution to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered both now and in the future.
Specific to non-critical care, ongoing advancements in both medical technology and inter-connectivity are allowing for a shift of the
patient/practitioner relationship to the patient’s home and away from on-site visits to primary medical centers with mass-services.
This acceleration of “ease-of-access” in the patient/practitioner interaction for non-critical care diagnosis and subsequent
treatment minimizes the degradation of non-critical health conditions to critical conditions as well as allowing for more cost-effective
healthcare distribution.
The
Company’s decentralized healthcare business model is centered on three primary pillars to best support the transformation of non-catastrophic
healthcare delivery to patients and consumers:
| ● |
First Pillar:
Service Networks. Deliver multidisciplinary primary care services through (i) an affiliate network of clinic facilities, (ii) small
and micro footprint sized clinic facilities primarily located within the footprint of box-store commercial enterprises, (iii) clinic
facilities operated through a franchise relationship with the Company, and (iv) corporate operated clinic facilities. |
| ● |
Second Pillar:
Technology. Develop, deploy, and integrate sophisticated interconnected technology, interfacing the patient to the healthcare practitioner
thus expanding the reach and availability of the Company’s services, beyond the traditional clinic location, to geographic areas
not readily providing advanced, peripheral based healthcare services, including the patient’s home. |
| ● |
Third Pillar:
Products. Develop and distribute effective, personalized health and wellness product solutions allowing for the customization of patient
preventative care remedies and ultimately a healthier population. The Company’s science-first approach to product innovation
further emphasizes our mandate to create and provide over-the-counter preventative and maintenance care solutions. |
Innovation
through science combined with the integration of sophisticated, secure technology assures Novo Integrated Sciences of continued cutting-edge
advancement in patient-first platforms.
For
more information concerning Novo Integrated Sciences, please visit www.novointegrated.com.
Twitter,
LinkedIn, Facebook, Instagram, YouTube
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, Section
21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. All statements other
than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements
can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,”
“potential,” “continue,” or similar expressions. Such forward-looking statements include risks and uncertainties,
and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking
statements. These factors, risks, and uncertainties are discussed in Novo’s filings with the Securities and Exchange Commission.
Investors should not place any undue reliance on forward-looking statements since they involve known and unknown uncertainties and other
factors which are, in some cases, beyond Novo’s control which could, and likely will, materially affect actual results, levels
of activity, performance or achievements. Any forward-looking statement reflects Novo’s current views with respect to future events
and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy
and liquidity. Novo assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update
the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information
becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.
Chris
David, COO & President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888) 512-1195
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