Item
1.01. Entry into a Material Definitive Agreement.
U.S.
LA Fitness License Agreement & Guaranty
On
September 24, 2019, Novomerica Health Group Inc. (“Novomerica”), a wholly owned subsidiary of Novo Integrated
Sciences, Inc. (the “Company”), entered into a Master Facility License Agreement (the “U.S. License Agreement”)
with Fitness International, LLC and Fitness & Sports Clubs, LLC (together with Fitness International, LLC, “LA Fitness
U.S.”). Pursuant to the terms of the U.S. License Agreement, the parties agreed that from time to time as set forth in the
U.S. License Agreement or as the parties otherwise agree, Novomerica may wish to identify sublicensees to provide certain
services in facilities operated by LA Fitness U.S., and LA Fitness U.S. may desire to grant to such sublicenses the right to do
the same. Upon execution of applicable documentation as may be required by the U.S. License Agreement, the sublicensee (which
may be Novomerica, if Novomerica desires to provide Services (as hereinafter defined) itself) shall have the right,
subject to the terms of the U.S. License Agreement, to (i) occupy and use, on an exclusive basis, for the purposes of providing
outpatient physical and/or occupational therapy as provided in the U.S. License Agreement (the “Services”), with the
applicable LA Fitness U.S. facility, and (ii) access and use, on a non-exclusive basis, for the purpose of providing the Services,
the applicable facility’s equipment and a pool lane, and (iii) use, on a non-exclusive basis, the applicable facility’s
common areas solely as necessary to access the facility’s service area, equipment and a pool lane.
Pursuant
to the terms of the U.S. License Agreement, 18 separate initial licenses in Ohio were granted. Novomerica agreed to develop
and open for business (a) at least four of such facilities by December 31, 2019, and (b) beginning in January 2020, at least two
of such additional facilities per calendar month until all of such facilities are opened for business.
With
respect to each license granted under the U.S. License Agreement, for the period beginning as of the commencement date of each
such license and continuing until the expiration or earlier termination of such license, Novomerica shall pay to LA Fitness
U.S. a monthly payment in an agreed upon amount.
Unless
sooner terminated as provided in the U.S. License Agreement, the term of the U.S. License Agreement shall begin as of September
24, 2019 and shall expire simultaneously with the expiration of earlier termination of the License Term (as such term is defined
in the U.S. License Agreement) of the last remaining license granted under the U.S. License Agreement.
Pursuant
to the terms of the U.S. License Agreement, the Company agreed to execute that certain Guaranty Agreement (the “U.S. Guaranty”)
dated September 24, 2019 by and between the Company and LA Fitness U.S. Pursuant to the terms of the U.S. Guaranty, the Company
irrevocably guaranteed the full, unconditional and prompt payment and performance of all of Novomerica’s obligations
and liabilities under the U.S. License Agreement.
Canada
LA Fitness License Agreement & Guaranty
On
September 24, 2019, Novo Healthnet Limited, Inc. (“NHL”), a wholly owned subsidiary of the Company, entered into a
Master Facility License Agreement (“Canada License Agreement”) with LAF Canada Company (“LA Fitness Canada”).
Pursuant to the terms of the Canada License Agreement, the parties agreed that from time to time as set forth in the Canada License
Agreement or as the parties otherwise agree, NHL may wish to identify sublicensees to provide certain services in facilities operated
by LA Fitness Canada, and LA Fitness Canada may desire to grant to such sublicenses the right to do the same. Upon execution of
applicable documentation as may be required by the Canada License Agreement, the sublicensee (which may be NHL, if NHL desires
to provide Services (as hereinafter defined) itself) shall have the right, subject to the terms of the Canada License Agreement,
to (i) occupy and use, on an exclusive basis, for the purposes of providing the Services, with the applicable LA Fitness Canada
facility, and (ii) access and use, on a non-exclusive basis, for the purpose of providing the Services, the applicable facility’s
equipment and a pool lane, and (iii) use, on a non-exclusive basis, the applicable facility’s common areas solely as necessary
to access the facility’s service area, equipment and a pool lane.
Pursuant
to the terms of the Canada License Agreement, six separate initial licenses in Ontario, Canada and Alberta, Canada were granted.
NHL agreed to develop and open for business (a) at least four of such facilities by December 31, 2019, and (b) beginning in January
2020, at least two of such additional facilities per calendar month until all of such facilities are opened for business.
With
respect to each license granted under the Canada License Agreement, for the period beginning as of the commencement date of each
such license and continuing until the expiration or earlier termination of such license, NHL shall pay to LA Fitness Canada a
monthly payment in an agreed upon amount.
Unless
sooner terminated as provided in the Canada License Agreement, the term of the Canada License Agreement shall begin as of September
24, 2019 and shall expire simultaneously with the expiration of earlier termination of the License Term (as such term is defined
in the Canada License Agreement) of the last remaining license granted under the Canada License Agreement.
Pursuant
to the terms of the Canada License Agreement, the Company agreed to execute that certain Guaranty Agreement (the “Canada
Guaranty”) dated September 24, 2019 by and between the Company and LA Fitness Canada. Pursuant to the terms of the Canada
Guaranty, the Company irrevocably guaranteed the full, unconditional and prompt payment and performance of all of NHL’s
obligations and liabilities under the Canada License Agreement.
The
foregoing description of the U.S. License Agreement, the U.S. Guaranty, the Canada License Agreement and the Canada Guaranty does
not purport to be complete and is qualified in its entirety by reference to the full text of the U.S. License Agreement, the U.S.
Guaranty, the Canada License Agreement and the Canada Guaranty, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4,
respectively, to this Current Report on Form 8-K and are incorporated herein by reference.