Current Report Filing (8-k)
February 26 2019 - 4:18PM
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):
February 20, 2019
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
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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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[ ]
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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
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On
February 20, 2019, Novo Integrated Sciences, Inc. (the “Company”) and Novo Healthnet Limited (“NHL”)
entered into a Share Purchase and Exchange Agreement (the “SPEA”) with Pulse Rx Inc. (“Pulse Rx”) and
the Pulse Rx Stockholders (as hereinafter defined), pursuant to which Pulse Rx will become a wholly owned subsidiary of
NHL.
Pursuant
to the terms of the SPEA, on March 15, 2019 (the “Escrow Closing Date”), the holders of Pulse Rx Class A common shares
(the “Pulse Class A Stockholders”) will endorse for transfer all of their Pulse Rx Class A common shares in favor
of the Company and NHL and deliver them to the escrow agent. The purchase price for the Pulse Rx Class A common shares is CAD
$10.00 and the condition precedent that up to CAD $6,000,000 loan is arranged, by the Company and NHL, and
advanced to Pulse Rx (the “Loan”) to discharge payables and restructure debt as provided in the SPEA.
In
addition, on the terms and subject to the conditions set forth in the SPEA, on the Escrow Closing Date, the holders of Pulse Rx
Class B common shares (the “Pulse Class B Stockholders” and together with the Pulse Class A Stockholders, the “Pulse
Rx Stockholders”) will endorse for transfer all of their Pulse Rx Class B common shares in favor of NHL and deliver
them to the escrow agent. In exchange for the Pulse Rx Class B common shares, on the Escrow Closing Date, NHL will issue in favor
of the Pulse Class B Stockholders exchangeable preferred shares (the “NHL Exchangeable Shares”), which shares can
only be utilized for the purpose of exchange for restricted shares of Company common stock and will be delivered to the escrow
agent. The Company will allot in favor of the Pulse Class B Stockholders $4,546,013 worth of restricted shares of the Company’s
common stock, based on a per share price of $1.7975, or 2,529,076 shares of Company common stock. The transactions described in
this paragraph are referred to herein as the “Exchange”.
The
closing of the transactions contemplated under the SPEA will occur upon the Company and NHL advancing the Loan funds to Pulse
Rx, and the mutual delivery of the Pulse Rx Class A common shares, the Pulse Rx Class B common shares, and the NHL Exchangeable
Shares held by the escrow agent to the respective parties by April 15, 2019 (the “Closing Date”). Notwithstanding
the foregoing, the Closing Date will be accelerated by the earlier availability to the Company and NHL of the Loan funds, which
availability will immediately trigger an earlier Closing Date, to be effected within 10 business days thereof. At the closing:
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The
escrow agent will deliver the NHL Exchangeable Shares to the Pulse Class B Stockholders and the Pulse Rx Class A common shares
and the Pulse Rx Class B common shares to NHL.
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The
Company and NHL will have caused the Loan funds to be advanced to Pulse Rx such that they may be disbursed pursuant to the
terms of the SPEA.
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The
SPEA may be terminated on or prior to the closing date:
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By
the mutual written consent of the Company, NHL and the Pulse Rx Stockholders;
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By
the Company and NHL if the closing conditions applicable to the Company and NHL (including that the Company and NHL will have
completed their due diligence investigation of Pulse Rx to the Company’s and NHL’s satisfaction in their sole
discretion, and that Pulse Rx’s board of directors will have approved the SPEA and the transactions contemplated therein)
have not been satisfied or waived by the Company and NHL, by the Escrow Closing Date, provided, however, that the Company
and NHL may not terminate the SPEA if the reason for the failure of any such condition to occur was the breach of the terms
of the SPEA by the Company and NHL;
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By
the Pulse Rx Stockholders if the closing conditions applicable to the Pulse Rx Stockholders (including that
the Pulse Rx Stockholders will have completed their due diligence investigation of the Company and NHL to the Pulse
Rx Stockholders’ satisfaction in their sole discretion, and that the Company’s and NHL’s boards of
directors will have approved the SPEA and the transactions contemplated therein) have not been satisfied or waived by the
Company and NHL, by the Closing Date, provided, however, that the Pulse Rx Stockholders may not terminate the SPEA
if the reason for the failure of any such condition to occur was the breach of the terms of the SPEA by the Pulse Rx
Stockholders;
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By
any party to the SPEA, if a court of competent jurisdiction or other authority has issued an order or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions contemplated under the SPEA and such order or
action has become final and non-appealable.
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If
the SPEA is terminated without completion of the transaction contemplated therein, then the escrow agent will return all respective
shares to the original shareholders.
The
Exchange is intended to qualify as a reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986,
as amended.
The
foregoing description of the SPEA does not purport to be complete and is qualified in its entirety by reference to the full text
of SPEA, 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
February 26, 2019, the Company issued a press release announcing entry into the SPEA. 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:
February 26, 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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