Securities Registration: Employee Benefit Plan (s-8)
January 25 2018 - 12:03PM
Edgar (US Regulatory)
AS
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2018
Registration
Statement No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
NOVO
INTEGRATED SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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59-3691650
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(State
or other jurisdiction of
incorporation or organization)
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(IRS
Employer
Identification No.)
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11120
NE 2nd Street, Suite 200
Bellevue,
WA 98004
(206)
617-9797
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Novo
Integrated Sciences, Inc. 2018 Incentive Plan
(Full
title of the plan)
Christopher
David
President
Novo
Integrated Sciences, Inc.
11120
NE 2nd Street, Suite 200
Bellevue,
WA 98004
(206)
617-9797
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Copies
to:
Laura
Anthony, Esq.
Legal
& Compliance, LLC
330
Clematis Street, Suite 217
West
Palm Beach, FL 33401
(561)
514-0936
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(Name
and address, including zip code, and telephone number, including area code, of agent for service)
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CALCULATION
OF REGISTRATION FEE
Title
of Securities To Be Registered
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Amount
of Shares To Be Registered
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Proposed
Maximum Offering Price Per Share (1)
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Proposed
Maximum Aggregate Offering Price (1)
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Amount
of Registration Fee
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Common
Stock, par value $0.001 per share
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10,000,000
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$
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0.38
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$
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3,800,000.00
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$
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473.10
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(1)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended,
based on the last sale price of the registrant’s common stock of $0.38, as reported on the OTCQB market tier
on January 23, 2018.
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PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the “Act”). These documents and the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated
by reference in this Registration Statement:
(a) The
Registrant’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017, filed with the Commission on December
8, 2017;
(b) The
Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2017, filed with the Commission on January
12, 2018;
(c) The
Registrant’s Current Reports on Form 8-K, filed with the Commission on January 2, 2018, January 3, 2018 and January 22,
2018; and
(d) The
description of the Registrant’s common stock contained in its Registration Statement on Form SB-2, as amended, originally
filed with the Commission on September 25, 2003, including any amendment or report filed for the purpose of updating such description.
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of the filing of such documents, other than documents filed by the Registrant
with the Commission containing information furnished to the Commission pursuant to Items 2.02 or 7.01 of Form 8-K, including any
exhibits included with such information.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently
filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item
8. Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on January 25,
2018.
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NOVO
INTEGRATED SCIENCES, INC.
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By:
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/s/
Christopher David
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Name:
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Christopher
David
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Title:
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President
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(principal
executive officer)
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POWER
OF ATTORNEY
We,
the undersigned officers and directors of Novo Integrated Sciences, Inc., hereby severally constitute and appoint Christopher
David, our true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for each of us in our
name, place, and stead, in any and all capacities, to sign Novo Integrated Sciences, Inc.’s Registration Statement on Form
S-8, and any other registration statement relating to the same offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, and hereby grant to such attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents and purposes as each of us might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to
be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Dated:
January 25, 2018
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By:
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/s/
Christopher David
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Christopher
David, President and Director
(principal executive officer)
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Dated:
January 25, 2018
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By:
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/s/
Klara Radulyne
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Klara
Radulyne, Principal Financial Officer
(principal financial officer and principal accounting officer)
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Dated:
January 25, 2018
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By:
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/s/
Pierre Dalcourt
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Pierre
Dalcourt, Chairman of the Board
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Dated:
January 25, 2018
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By:
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/s/
Michael Gaynor
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Michael
Gaynor, Director
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