Current Report Filing (8-k)
September 17 2019 - 11:48AM
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): September 11, 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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on which Registered
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N/A
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N/A
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N/A
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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
September 11, 2019, Novo Integrated Sciences, Inc. (the “Company”) entered into a Proposal (the “Proposal”)
for Joint Venture between the Company and Harvest Gold Farms, Inc. (“HGF”), collectively the “parties”.
The Proposal is intended to be the basis of a joint venture between the Company and HGF for the purpose of developing, managing
and arranging medicinal farming projects involving industrial hemp and medical cannabis cash crops (the “Joint
Venture”).
The
Joint Venture expects that the Company will assist
in development and management and purchase biomass resulting from open field farming for health-related cash crops, in particular
medicinal cannabis and industrial hemp in addition to the development and construction of processing facilities as well as finished
goods manufacturing and packaging facilities. HGF will provide the land, farming expertise, biomass and necessary approvals
for the development of the agricultural project. Pursuant to the terms of the Proposal, the Company agreed that it would remunerate
HGF on the basis of a mutually agreeable distribution allocation, and to issue Company common stock to HGF at commercially reasonable
value in consideration of future equity appreciation. HGF agreed, among other things, to assist the Joint Venture in any way deemed
necessary by the Joint Venture in the marketing and sales of all cash crop associated with the project domestically and internationally,
to grow medicinal agriculture crop at the highest standard, and to grow in the most profitable manner while maintaining the standards
of excellence required to maintain elite status.
The
parties expect that the Joint Venture will be registered and incorporated in a Canadian jurisdiction mutually acceptable to both
parties, and that the Joint Venture will have all the liabilities of the project in relation to finance and operation, with HGF
having no liability in relation to the project. All staffing, including but not limited to, management, specialized or general
labor requirements for farming will be the sole responsibility of HGF.
Pursuant
to the terms of the Proposal, each of the parties shall contribute to the start-up as follows:
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Complete
and finalize a business plan, farm engineering and layout plans, a detailed procurement project binder and an implementation
and roll-out plan,
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Make
arrangements for construction of any facilities required for the profitable farming of medicinal crops,
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Direct
project finance model and selection of EPC and management service providers, and
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Arrange
for product purchase contracts.
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Provide
the land and approvals for greenhouse (if necessary), open field farming and other facilities as required,
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Arrange
for all required titled land for greenhouses and outdoor agriculture platforms,
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Arrange
for all building permits, environmental approvals and HGF internal approvals, including confirmation of tax-free Joint
Venture status for the duration of the Proposal (if possible), and
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Provide
elite farming expertise for the purposes of maximizing potential profits.
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Distribution
will be based on the Company’s audited review and will be made on the basis of 70% of net profit to the Company and 30%
of net profit to HGF.
The
initial term of the Proposal will expire in five years from execution, unless sooner terminated. The Company and HGF may renew
the Proposal within three years of the expiration of the initial term upon mutual agreement.
The
foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full
text of the Proposal, 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
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:
September 17, 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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