Current Report Filing (8-k)
July 27 2020 - 4:06PM
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): July 21, 2020
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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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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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 3.02. Unregistered Sales of Equity Securities.
As
previously disclosed, on September 30, 2013, Novo Healthnet Limited (“NHL”), a wholly owned subsidiary of Novo Integrated
Sciences, Inc. (the “Company”), issued a Series A Debenture in the original principal amount of CAD$3,000,000 to ICC
Healthnet Canada Inc. (“ICC Healthnet”). Robert Mattacchione, the principal owner of ICC Healthnet, is a related
party to the Company. Such debenture was amended on January 31, 2018 (as amended, the “ICC Debenture”). On January
31, 2018, ICC Healthnet converted 75% of the amount owed, both principal and interest, into restricted shares of Company common
stock. As of July 21, 2020, the ICC Debenture had an outstanding principal and interest balance of CAD$781,951 (approximately
$484,001 as of July 21, 2020).
On
July 21, 2020, the Company, NHL and ICC Healthnet entered into Amendment No. 2 to the ICC Debenture (“Amendment No. 2”).
Pursuant to the terms of Amendment No. 2, the parties agreed that the Company would provide a cash payment equal to CAD$360,000
(approximately $267,768 as of July 21, 2020), which amount would be deducted from the ICC Debenture principal balance.
On July 21, 2020, the Company provided the CAD$360,000 cash payment to ICC Healthnet. This amount was deducted from the ICC Debenture
principal balance, resulting in a remaining principal of CAD$390,000 (approximately $290,082) as of July 21, 2020.
In
addition, as of July 21, 2020, there was an outstanding principal and interest balance of CAD$304,321 (approximately $226,363
as of July 21, 2020) (the “ALMC Debt”) on a previously disclosed loan from ALMC-ASAP Holdings Inc. (“ALMC”)
to NHL. Mr. Mattacchione, the principal owner of ALMC, is a related party to the Company. On July 21, 2020, the Company
issued an aggregate of 150,909 shares of restricted Company common stock in lieu of delivering a cash payment relating to the
ALMC Debt. The number of shares issued was based on a conversion price of $1.50 per share of Company common stock. As a
result of the stock issuance, the ALMC Debt has been paid in full.
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: July 27, 2020
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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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