Current Report Filing (8-k)
November 29 2018 - 4:32PM
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 reported):
November 23, 2018
Novo
Integrated Sciences, Inc.
(Exact
name of small business issuer as specified in its charter)
Nevada
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333-109118
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59-3691650
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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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.)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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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))
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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
1.01. Entry into a Material Definitive Agreement.
On November 23, 2018,
Novo Integrated Sciences Inc. (the “Company”) and Novo Healthnet Limited (“NHL”), a wholly owned subsidiary
of the Company, executed a binding letter of intent (“LOI”) with Activa Clinics (“Activa”). Pursuant to
the terms of the LOI, the parties agreed to negotiate and enter into a definitive agreement pursuant to which NHL will
acquire all of the issued and outstanding shares of Activa in exchange for shares of the Company (the “Proposed Transaction”).
Pursuant
to the terms of the LOI, the parties agreed to enter into a definitive agreement that will provide for the following, among other
things:
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1.
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The
Company will acquire all of the issued and outstanding shares of Activa.
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2.
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The
Company will issue, to the Activa shareholders, CAD $35,000,000 (approximately $26,435,337 per the
x-rates.com exchange rate of 0.7552 on November 26, 2018) worth of restricted shares of the Company’s common
stock. The total number of the Company’s common shares expected to be issued for this proposed transaction
will be determined by calculating the 30-trading day average, based on the period ended November 23, 2018, with
the application of a market acceptable discount to the determined average.
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3.
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Activa has the right to exercise
a claw back within a two-year period commencing on the closing date of the Proposed Transaction.
The claw back would result in the mutual return of both Activa’s
and the Company’s shares to the respective parties should targets, to
de defined in the definitive agreement, not be met by the Company.
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4.
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The
shares issued to the Activa shareholders will be subject to a two-year lockup coinciding with the claw back. If the
claw back is waived prior to the two-year claw back period, the lockup will be removed.
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5.
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The
Company will have the right to appoint one board member on Activa’s board of directors, and Activa will have the right
to appoint one board member on the Company’s board of directors.
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6.
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Each
of the Activa shareholders will enter into an employment agreement for a period of no less than two years from the closing
of the Proposed Transaction.
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The
LOI provides that the parties will carry out due diligence and will proceed reasonably and in good faith toward the negotiation
and execution of definitive documentation regarding the Proposed Transaction. Closing of the Proposed Transaction is conditioned
upon completion of due diligence, among other customary closing conditions, including receipt of required regulatory approvals.
If
a definitive agreement is not executed by the parties on or before December 31, 2018 (or such other date agreed to by the parties),
the LOI will terminate.
The
foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text
of the LOI, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K, and is incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
November 29, 2018, the Company issued a press release announcing that on November 23, 2018, the Company and NHL executed
a binding letter of intent with Activa. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein
by reference. The information contained in the website is not a part of this Current Report on Form 8-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.
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Novo Integrated Sciences, Inc.
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Dated: November 29, 2018
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By:
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/s/ Robert Mattacchione
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Robert Mattacchione
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Chief Executive Officer
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