Current Report Filing (8-k)
June 05 2018 - 11:37AM
Edgar (US Regulatory)
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 event reported):
May 31, 2018
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
|
333-109118
|
|
59-3691650
|
(State
or other jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
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)
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)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))
|
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
4.01. Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Accounting Firm
On
May 31, 2018, the Board of Directors of Novo Integrated Sciences, Inc. (the “Company”) terminated the engagement of
AJ Robbins CPA, LLC (“AJ Robbins”) as the Company’s independent registered accounting firm.
AJ
Robbins’ report on the Company’s financial statements for the fiscal years ended August 31, 2017 and 2016 did not
contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting
principles. Furthermore, during the Company’s two most recent fiscal years and through May 31, 2018, there have been no
disagreements with AJ Robbins on any matter of accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements, if not resolved to AJ Robbins’ satisfaction, would have caused AJ Robbins to make
reference to the subject matter of the disagreement in connection with its report on the Company’s financial statements
for such periods.
Except
as set forth below, for the fiscal years ended August 31, 2017 and 2016 and through May 31, 2018, there were no “reportable
events” as that term is described in Item 304(a)(1)(v) of Regulation S-K. In connection with its audit of the Company’s
financial statements for the fiscal years ended August 31, 2017 and 2016, AJ Robbins reported the existence of a material weakness
in the Company’s internal control over financial reporting to the Company’s Board of Directors. The ineffectiveness
of the Company’s internal control over financial reporting was due to the following material weakness which the Company
identified in its internal control over financial reporting: a lack of segregation of duties. This material weakness has not been
corrected.
The
Company provided AJ Robbins with a copy of the disclosure contained herein, prior to its filing with the Securities and Exchange
Commission (the “Commission”), and requested that AJ Robbins furnish the Company a letter addressed to the Commission
stating whether or not it agreed with the statements herein and, if not, stating the respects in which it does not agree. AJ Robbins’
letter to the Commission is attached hereto as Exhibit 16.1.
(b)
Engagement of New Independent Registered Accounting Firm
On
May 31, 2018, the Company’s Board of Directors appointed NVS Chartered Accountants Professional Corporation (“NVS”)
as the Company’s new independent registered accounting firm. During the Company’s two most recent fiscal years and
through May 31, 2018, neither the Company nor anyone acting on the Company’s behalf consulted NVS with respect to any of
the matters or reportable events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
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.
|
|
|
|
Dated:
June 5, 2018
|
By:
|
/s/
Christopher David
|
|
|
Christopher
David
|
|
|
President
|