Current Report Filing (8-k)
January 16 2019 - 8:02AM
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):
January 14, 2019
Novo
Integrated Sciences, Inc.
(Exact
name of registrant 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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[ ]
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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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[ ]
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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
7.01. Regulation FD Disclosure.
As
previously disclosed, on January 7, 2019, 2478659 Ontario Ltd., an Ontario corporation (“247”), and Kainai Cooperative
(“Kainai”) entered into a Joint Venture Agreement (the “JV Agreement”) for the purpose of developing,
managing and arranging for financing of greenhouse and farming projects involving hemp and cannabis cash crops on Kainai related
lands, and developing additional infrastructure projects creating jobs and food supply to local communities. On January 8, 2019,
247 and Novo Integrated Sciences, Inc. (the “Company”) entered into an Agreement of Transfer and Assignment (the “Assignment”),
pursuant to which 247 agreed to sell, assign and transfer to the Company all rights, contracts, contacts and any and all other
assets related in any way to the JV Agreement. Pursuant to the terms of the JV Agreement, as assigned to the Company, the parties
agreed to work in a joint venture relationship with the Company providing the finance, development and operation of the project,
including sales and Kainai providing the land and approvals for the development of the projects.
On
January 14, 2019, the Company issued a press release announcing that on January 8, 2019, the Company and 247 signed an Agreement
of Transfer and Assignment (the “JV Assignment”), pursuant to which the Company agreed to assume all rights and obligations
under the JV Agreement. 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:
January 16, 2019
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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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