Form 8-K - Current report

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): December 14, 2023

Novo Integrated Sciences, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-40089	59-3691650
(State or other jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification Number)

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.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on which Registered
Common Stock		NVOS		Nasdaq Capital Market

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 2.02. Results of Operations and Financial Condition.

On December 14, 2023, Novo Integrated Sciences, Inc. (“Novo”) issued a press release announcing its financial results for the fiscal year ended August 31, 2023. 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.

The information furnished pursuant to this Item 2.02, including the information contained in Exhibit 99.1, is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, except to the extent such other filing specifically incorporates such information by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press release issued by the registrant on December 14, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

	Novo Integrated Sciences, Inc.

Dated: December 14, 2023	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer

Exhibit 99.1

Novo Integrated Sciences Reports 2023 Fiscal Year Financial Results

BELLEVUE, Wash., December 14, 2023 - Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or “Novo”), pioneering a holistic approach to patient-first health and wellness through a multidisciplinary healthcare ecosystem of multiple patient and consumer touchpoints providing services and product innovation, today reported its financial results for the fiscal year ended August 31, 2023.

Robert Mattacchione, the Company’s CEO and Board Chairman, stated, “The 2023 fiscal year emphasized maximizing efficiencies pointed toward future cost savings and margin stability. The Company remains committed to the commercialization of its proprietary product offerings and the expansion and delivery of its essential services and solutions to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered both now and in the future. Specific to increasing the Company’s cash position, management is primarily focused on raising capital through non-dilutive structures and solutions.”

Financial Info for the Fiscal Year Ended August 31, 2023:

●

As of August 31, 2023, the Company’s cash and cash equivalents were $416.3 thousand, total assets were $35.56 million, total liabilities were $11.06 million, and stockholders’ equity was $24.81 million.

●

Revenues for the year ended August 31, 2023 were $12,572,019, representing an increase of $834,082, or 7%, from $11,737,937 for the same period in 2022. The increase in revenue is principally due to an increase in product sales. Acenzia’s and Terragenx’s revenue for the year ended August 31, 2023 was $3,817,346 and $53,751, respectively. Revenue from our healthcare services decreased by 2%, when comparing the revenue for the year ended August 31, 2023 to the same period in 2022.

●

Operating costs for the year ended August 31, 2023 were $13,505,877, representing a decrease of $16,320,038, or 55%, from $29,825,915 for the same period in 2022. The decrease in operating costs is principally due to (i) the decrease in overhead expenses associated with the operations of Acenzia, PRO-DIP, and Terragenx, and (ii) no further impairment of intangible assets and goodwill being recognized in the year ended August 31, 2023.

●

Net loss attributed to Novo Integrated Sciences for the year ended August 31, 2023 was $13,214,552, representing a decrease of $19,634,663, or 60%, from $32,849,215 for the same period in 2022. The decrease in net loss was principally due to (i) a decrease in overhead expenses associated with the operations of Acenzia, PRO-DIP, and Terragenx which was approximately $4,902,925 for the year ended August 31, 2023, (ii) a decrease in interest expenses, and (iii) no further impairment of intangible assets and goodwill being recognized in the year ended August 31, 2023.

●

On December 14, 2021, the Company issued two senior secured convertible notes payable for a total of $16,666,666 (the “$16.66m Notes”), with each note having a face amount of $8,333,333. During the year ended August 31, 2023, the Company made (i) cash payments in the aggregate amount of $3,001,442, principal and interest, and (ii) an aggregate of $8,429,225 in principal and interest was converted into 8,527,835 shares of common stock issued to the $16.66m Note holders.

Operational Milestones for the Fiscal Year Ended August 31, 2023:

●

The Company and Farm 7 Group Inc., a Canada corporation (“F7”), entered into a joint venture agreement (the “JV Agreement”) relating to the development, administration, and arrangement of structured financing for the implementation and commencement of the Kenya Agricultural Cooperative Project, a Kenya centric agricultural project with finalized and executed uptake contracts for food-based agricultural goods on up to 9 million hectares with potential revenue up to $350,000,000. The JV Agreement, which has an initial term of 30 years, provides for the annual distribution of the net profits 75% to F7 and 25% to Novo.

●

IoNovo Iodine and IoNovo for Kids Pure Iodine oral sprays granted a registration number and received regulatory approval by Turkey’s Ministry of Health as a dietary supplement determined to be safe, effective, of high quality, and eligible for sale in Turkey.

●

The Company received court approval from the United States District Court for the Central District of California for the Purchase and Sale Agreement which provides for the Company to acquire a certain collection of 43 gemstones, 42 of which are certified by the Gemological Institute of America, known as the “Ophir Collection”, for $60,000,000.

●

The Company entered into a Master Collaboration Agreement with Psychocare Health Pvt. Ltd. India (“PCHPL”), commencing a strategic initiative to introduce new products and state-of-the-art healthcare technologies to the Indian market, with plans to extend healthcare related products to the North American market, providing Novo with access to PCHPL’s over 500 India based franchisee distributors, and providing Novo with an opportunity to integrate into PCHPL’s supply chain. This strategic move is expected to optimize manufacturing processes and enhance market access for Novo brands and products.

Corporate Highlights:

●

Subsequent to the fiscal year end, Nasdaq informed the Company that it has regained compliance with the minimum bid price requirement as set forth under Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

About Novo Integrated Sciences, Inc.

Novo Integrated Sciences, Inc. is pioneering a holistic approach to patient-first health and wellness through a multidisciplinary healthcare ecosystem of services and product innovation. Novo offers an essential and differentiated solution to deliver, or intend to deliver, these services and products through the integration of medical technology, advanced therapeutics, and rehabilitative science.

We believe that “decentralizing” healthcare, through the integration of medical technology and interconnectivity, is an essential solution to the rapidly evolving fundamental transformation of how non-catastrophic healthcare is delivered both now and in the future. Specific to non-critical care, ongoing advancements in both medical technology and inter-connectivity are allowing for a shift of the patient/practitioner relationship to the patient’s home and away from on-site visits to primary medical centers with mass-services. This acceleration of “ease-of-access” in the patient/practitioner interaction for non-critical care diagnosis and subsequent treatment minimizes the degradation of non-critical health conditions to critical conditions as well as allowing for more cost-effective healthcare distribution.

The Company’s decentralized healthcare business model is centered on three primary pillars to best support the transformation of non-catastrophic healthcare delivery to patients and consumers:

●

First Pillar: Service Networks. Deliver multidisciplinary primary care services through (i) an affiliate network of clinic facilities, (ii) small and micro footprint sized clinic facilities primarily located within the footprint of box-store commercial enterprises, (iii) clinic facilities operated through a franchise relationship with the Company, and (iv) corporate operated clinic facilities.

●

Second Pillar: Technology. Develop, deploy, and integrate sophisticated interconnected technology, interfacing the patient to the healthcare practitioner thus expanding the reach and availability of the Company’s services, beyond the traditional clinic location, to geographic areas not readily providing advanced, peripheral based healthcare services, including the patient’s home.

●

Third Pillar: Products. Develop and distribute effective, personalized health and wellness product solutions allowing for the customization of patient preventative care remedies and ultimately a healthier population. The Company’s science-first approach to product innovation further emphasizes our mandate to create and provide over-the-counter preventative and maintenance care solutions.

Innovation through science combined with the integration of sophisticated, secure technology assures Novo Integrated Sciences of continued cutting edge advancement in patient first platforms.

For more information concerning Novo Integrated Sciences, please visit www.novointegrated.com . For more information on NHL, please visit www.novohealthnet.com

Twitter, LinkedIn, Facebook, Instagram, YouTube

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “potential,” “continue” or similar expressions. Such forward-looking statements include risks and uncertainties, and there are important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors, risks and uncertainties are discussed in Novo’s filings with the Securities and Exchange Commission. Investors should not place any undue reliance on forward-looking statements since they involve known and unknown, uncertainties and other factors which are, in some cases, beyond Novo’s control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects Novo’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to operations, results of operations, growth strategy and liquidity. Novo assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. The contents of any website referenced in this press release are not incorporated by reference herein.

Chris David, COO-President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888) 512-1195

NOVO INTEGRATED SCIENCES, INC.

CONSOLIDATED BALANCE SHEETS

As of August 31, 2023 and 2022

	August 31,			August 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	416,323		$	2,178,687
Accounts receivable, net		1,467,028			1,017,405
Inventory, net		1,106,983			879,033
Other receivables		1,051,584			1,085,335
Prepaid expenses and other current assets		346,171			571,335
Total current assets		4,388,089			5,731,795

Property and equipment, net		5,390,038			5,800,648
Intangible assets, net		16,218,539			18,840,619
Right-of-use assets, net		1,983,898			2,673,934
Goodwill		7,582,483			7,825,844
TOTAL ASSETS	$	35,563,047		$	40,872,840

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:
Accounts payable	$	3,513,842		$	1,800,268
Accrued expenses		1,233,549			1,116,125
Accrued interest (including amounts to related parties)		382,666			454,189
Government loans and notes payable, current portion		277,405			-
Convertible notes payable, net of discount of $459,332		558,668			9,099,654
Contingent liability		61,767			534,595
Debentures, related parties, current portion		916,824			-
Due to related parties		533,001			478,897
Finance lease liability, current portion		11,744			8,890
Operating lease liability, current portion		415,392			582,088
Total current liabilities		7,904,858			14,074,706

Debentures, related parties, net of current portion		-			946,250
Government loans and notes payable, net of current portion		65,038			161,460
Finance lease liability, net of current portion		-			12,076
Operating lease liability, net of current portion		1,693,577			2,185,329
Deferred tax liability		1,400,499			1,445,448
TOTAL LIABILITIES		11,063,972			18,825,269

Commitments and contingencies		-			-

STOCKHOLDERS’ EQUITY
Novo Integrated Sciences, Inc.
Convertible preferred stock; $0.001 par value; 1,000,000 shares authorized; 0 and 0 shares issued and outstanding at August 31, 2023 and August 31, 2022, respectively		-			-
Common stock; $0.001 par value; 499,000,000 shares authorized; 15,759,325 and 3,118,063 shares issued and outstanding at August 31, 2023 and August 31, 2022, respectively		15,760			3,118
Additional paid-in capital		90,973,316			66,084,887
Common stock to be issued (91,138 and 414,965 shares at August 31, 2023 and August 31, 2022)		1,217,293			9,474,807
Other comprehensive (loss) income		(357,383	)		560,836
Accumulated deficit		(67,033,041	)		(53,818,489	)
Total Novo Integrated Sciences, Inc. stockholders’ equity		24,815,945			22,305,159
Noncontrolling interest		(316,870	)		(257,588	)
Total stockholders’ equity		24,499,075			22,047,571
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	35,563,047		$	40,872,840

* The consolidated balance sheets’ common stock share amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.

The accompanying footnotes are an integral part of these consolidated financial statements.

NOVO INTEGRATED SCIENCES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended August 31, 2023 and 2022

	Years Ended
	August 31,			August 31,
	2023			2022

Revenues	$	12,572,019		$	11,737,937

Cost of revenues		7,619,304			6,938,699

Gross profit		4,952,715			4,799,238

Operating expenses:
Selling expenses		15,149			20,702
General and administrative expenses		13,490,728			14,364,639
Impairment of assets		-			14,083,531
Goodwill impairment		-			1,357,043
Total operating expenses		13,505,877			29,825,915

Loss from operations		(8,553,162	)		(25,026,677	)

Non-operating income (expense)
Interest income		9,027			169,088
Interest expense		(360,571	)		(1,594,275	)
Other income		607,589			-
Amortization of debt discount		(4,757,121	)		(5,973,973	)
Foreign currency transaction losses		(215,206	)		(641,643	)
Total other income (expense)		(4,716,282	)		(8,040,803	)

Loss before income taxes		(13,269,444	)		(33,067,480	)

Income tax expense (recovery)		-			(22,302	)

Net loss	$	(13,269,444	)	$	(33,045,178	)

Net loss attributed to noncontrolling interest		(54,892	)		(195,963	)

Net loss attributed to Novo Integrated Sciences, Inc.	$	(13,214,552	)	$	(32,849,215	)

Comprehensive loss:
Net loss		(13,269,444	)		(33,045,178	)
Foreign currency translation loss		(922,609	)		(431,605	)
Comprehensive loss:	$	(14,192,053	)	$	(33,476,783	)

Weighted average common shares outstanding - basic and diluted		10,165,548			2,913,263

Net loss per common share - basic and diluted	$	(1.30	)	$	(11.28	)

* The consolidated statements of operations and comprehensive loss’s share and per share amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.

The accompanying footnotes are an integral part of these consolidated financial statements.

NOVO INTEGRATED SCIENCES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

For the Years Ended August 31, 2023 and 2022

	Common Stock				Additional Paid-in			Common Stock To			Other Comprehensive			Accumulated			Total Novo Stockholders’			Noncontrolling
	Shares		Amount		Capital			Be Issued			Income			Deficit			Equity			Interest			Total Equity

Balance, August 31, 2021		2,661,014	$	2,661	$	54,603,345		$	9,236,607		$	991,077		$	(20,969,274	)	$	43,864,416		$	(60,261	)	$	43,804,155

Common stock for services		75,000		75		1,329,675			-			-			-			1,329,750			-			1,329,750
Common stock issued as collateral and held in escrow		200,000		200		(200	)		-			-			-			-			-			-
Common stock for conversion of convertible notes		63,653		64		1,272,930			-			-			-			1,272,994			-			1,272,994
Common stock issued for acquisitions		80,000		80		1,703,920			-			-			-			1,704,000			-			1,704,000
Common stock to be issued for acquisitions		-		-		-			1,433,475			-			-			1,433,475			-			1,433,475
Value of warrants issued with convertible notes		-		-		5,553,290			-			-			-			5,553,290			-			5,553,290
Issuance of common stock to be issued		38,396		38		1,195,237			(1,195,275	)		-			-			-			-			-
Fair value of stock options		-		-		426,690			-			-			-			426,690			-			426,690
Foreign currency translation loss		-		-		-			-			(430,241	)		-			(430,241	)		(1,364	)		(431,605	)
Net loss		-		-		-			-			-			(32,849,215	)		(32,849,215	)		(195,963	)		(33,045,178	)
Balance, August 31, 2022		3,118,063	$	3,118	$	66,084,887		$	9,474,807		$	560,836		$	(53,818,489	)	$	22,305,159		$	(257,588	)	$	22,047,571
Units issued for cash, net of offering costs		400,000		400		1,794,600			-			-			-			1,795,000			-			1,795,000
Cashless exercise of warrants		583,334		583		1,421,000			-			-			-			1,421,583			-			1,421,583
Share issuance for convertible debt settlement		10,177,834		10,178		9,957,962			-			-			-			9,968,140			-			9,968,140
Exercise of warrants for cash		532,600		533		532,067			-			-			-			532,600			-			532,600
Shares issued with convertible notes		265,167		265		247,622			-			-			-			247,887			-			247,887
Value of warrants issued with convertible notes		-		-		257,994			-			-			-			257,994			-			257,994
Beneficial conversion feature upon issuance on convertible debt		-		-		164,046			-			-			-			164,046			-			164,046
Extinguishment of derivative liability due to conversion		-		-		1,390,380			-			-			-			1,390,380			-			1,390,380
Common stock for services		358,500		359		480,233			-			-			-			480,592			-			480,592
Issuance of common stock to be issued		323,827		324		8,257,190			(8,257,514	)		-			-			-			-			-
Fair value of stock options		-		-		385,335			-			-			-			385,335			-			385,335
Foreign currency translation loss		-		-		-			-			(918,219	)		-			(918,219	)		(4,390	)		(922,609	)
Net loss		-		-		-			-			-			(13,214,552	)		(13,214,552	)		(54,892	)		(13,269,444	)
Balance, August 31, 2023		15,759,325	$	15,760	$	90,973,316		$	1,217,293		$	(357,383	)	$	(67,033,041	)	$	24,815,945		$	(316,870	)	$	24,499,075

* The consolidated statements of stockholder’s equity share amounts have been retroactively adjusted to account for the Company’s 1:10 reverse stock split, effective November 7, 2023.

The accompanying footnotes are an integral part of these consolidated financial statements.

NOVO INTEGRATED SCIENCES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended August 31, 2023 and 2022

	Years Ended
	August 31,			August 31,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(13,269,444	)	$	(33,045,178	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,302,754			3,019,253
Fair value of vested stock options		385,335			426,690
Financing costs for debt extension		1,421,583			-
Default payment and interest paid through common share issuance		205,349			-
Common stock issued for services		480,592			1,329,750
Operating lease expense		797,515			852,580
Amortization of debt discount		4,757,121			5,973,973
Foreign currency transaction losses		215,206			641,643
Impairment of assets		-			14,083,531
Other receivables write-off		-			299,672
Goodwill impairment		-			1,357,043
Changes in operating assets and liabilities:
Accounts receivable		(597,191	)		457,006
Inventory		(255,781	)		(527,397	)
Prepaid expenses and other current assets		210,382			(369,647	)
Accounts payable		1,770,589			283,234
Accrued expenses		153,598			38,743
Accrued interest		(58,066	)		101,353
Operating lease liability		(762,852	)		(806,394	)
Net cash used in operating activities		(2,243,315	)		(5,884,145	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(49,224	)		(190,168	)
Cash acquired with acquisition		-			57,489
Collection of other receivable		-			296,138
Net cash (used in) provided by investing activities		(49,224	)		163,459

CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts from related parties		7,206			16,600
Proceeds from notes payable		222,780			-
Repayments of notes payable		(37,130	)		(10,591,115	)
Repayments of finance leases		(8,611	)		(18,435	)
Proceeds from issuance of convertible notes		1,285,903			15,270,000
Repayment of convertible notes		(3,033,888	)		(5,104,167	)
Proceeds from the sale of common stock, net of offering costs		1,795,000			-
Proceeds from exercise of warrants		532,600			-
Net cash provided by (used in) financing activities		763,860			(427,117	)

Effect of exchange rate changes on cash and cash equivalents		(233,685	)		33,328

NET DECREASE IN CASH AND CASH EQUIVALENTS		(1,762,364	)		(6,114,475	)

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		2,178,687			8,293,162

CASH AND CASH EQUIVALENTS, END OF YEAR	$	416,323		$	2,178,687

CASH PAID FOR:
Interest	$	432,094		$	1,502,819
Income taxes	$	-		$	-

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued for convertible debt	$	9,968,140		$	1,272,994
Common stock issued for acquisition	$	-		$	1,704,000
Warrants issued with convertible notes	$	257,994		$	5,553,290
Beneficial conversion feature upon issuance of convertible notes	$	164,046		$	-
Debt discount recognized on derivative liability	$	1,390,380		$	-
Extinguishment of derivative liability due to conversion	$	1,390,380		$	-
Debt discount recognized on convertible note	$	975,024		$	-
Common stock issued with convertible notes	$	247,887		$	-

The accompanying footnotes are an integral part of these consolidated financial statements.

Cover	Dec. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 14, 2023
Entity File Number	001-40089
Entity Registrant Name	Novo Integrated Sciences, Inc.
Entity Central Index Key	0001138978
Entity Tax Identification Number	59-3691650
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11120 NE 2nd Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	(206)
Local Phone Number	617-9797
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NVOS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false