false
0001138978
0001138978
2024-02-16
2024-02-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 2024
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-40089 |
|
59-3691650 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification Number) |
11120
NE 2nd Street, Suite 100, 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
1.01. Entry into a Material Definitive Agreement.
Securities
Purchase Agreement
As
previously reported on Form 8-K, filed on April 27, 2023, Novo Integrated Sciences, Inc. (the “Company”) entered into
a securities purchase agreement (the “SPA”), dated April 26, 2023, with RC Consulting Group LLC in favor of SCP Tourbillion
Monaco or registered assigns (the “Holder”), pursuant to which the Company issued an unsecured 15-year promissory note to
the Holder (the “Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents
the $57,000,000 purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum from the Issue Date.
The
Note contains customary events of default relating to, among other things, payment defaults, breach of representations and warranties,
and breach of provisions of the SPA or the Note. Upon the occurrence of any Event of Default (as defined in the Note), the Note is to
become immediately due and payable, and the Company will pay to the Holder, in full satisfaction of its obligations thereunder, an amount
equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment
multiplied by 125% (collectively, the “Default Amount”), as well as costs, including, without limitation, legal fees and
expenses, of collection, all without demand, presentment or notice.
Notice
of Failure to Satisfy a Continued Listing Rule or Standard
As
previously reported on Form
8-K, filed on February 15, 2024, the Company, received a notification letter (the “Notification Letter”) from The Nasdaq
Stock Market, LLC (“Nasdaq”) on February 9, 2024, that it is not in compliance with the minimum bid price requirements set
forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Minimum
Bid Price Requirement”).
According
to the SPA, the Company’s non-compliance with the Minimum Bid Price Requirement
constituted an Event of Default under the terms of the SPA
and Note.
Securities
Purchase Agreement Waiver
On
February 16, 2024, the Company and the Holder entered
into a Limited Waiver (the “Waiver”) exempting any determination of non-compliance associated with
the Minimum Bid Price Requirement, and is solely
related to any notice of deficiency in accordance with the Minimum Bid Price Requirement
but does not extend to any delisting associated with the Minimum
Bid Price Requirement under the SPA and the Note.
Nothing in the Waiver is be deemed to: (1) constitute a waiver, modification or amendment of any other term, provision or condition
of the SPA or any other instrument or agreement referred to therein; (2) prejudice any right or remedy that the
Holder may now have or may have in the future
under or in connection with the SPA or any other instrument or agreement referred to therein, except as otherwise set forth therein.
All
other provisions and conditions of the SPA and any other documents related to the SPA
remain in full force and effect.
Item
7.01. Regulation FD Disclosure.
On
February 20, 2024, the Company issued a press release regarding the entry
of the Waiver. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference
herein.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
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.
| |
Novo
Integrated Sciences, Inc. |
| |
|
| Dated:
February 20, 2024 |
By: |
/s/
Robert Mattacchione |
| |
|
Robert
Mattacchione |
| |
|
Chief
Executive Officer |
Exhibit
10.1
rc
consulting group llc
4311
School House Commons Suite #386, Harrisburg, NC. 28075
Novo
Integrated Sciences, Inc.
11120
NE 2nd Street, Suite 100
Bellevue,
Washington State 98004
LIMITED
WAIVER
Date:
February 16, 2024
WAIVER;
REPRESENTATION AND WARRANTY. The Waiver set forth herein shall be limited precisely as written and relates solely to the Securities Purchase
Agreement, dated April 26, 2023, between Novo Integrated Sciences, Inc. and RC Consulting Group LLC., in favor of SCP Tourbillion Monaco
specifically Section 3. This waiver exempts any determination of non-compliance associated to Nasdaq’s Minimum Bid Price Requirement
rule. This waiver is solely related to any noticee of deficiency in accordance with the rule but does not extend to any delisting associated
with the aforementioned rule. Nothing in this Waiver shall be deemed to: (1) constitute a waiver, modification or amendment of any other
term, provision or condition of the Securities Purchase Agreement or any other instrument or agreement referred to therein; (2) prejudice
any right or remedy that RC Consulting Group LLC in favor of SCP Tourbillion Monaco may now have or may have in the future under or in
connection with the Securities Purchase Agreement or any other instrument or agreement referred to therein, except as otherwise set forth
herein. Except as expressly set forth herein, the terms, provisions and conditions of the Securities Purchase Agreement and any other
documents related to the Securities Purchase Agreement shall remain in full force and effect and in all other respects are hereby ratified
and confirmed. Novo Integrated Sciences, Inc. represents and warrants that, upon giving effect to this Waiver, no event has occurred
and is continuing or will result from the consummation of the transactions contemplated by this Waiver that would constitute an Event
of Default or a Potential Event of Default.
THE
FOREGOING WAIVER is hereby issued by RC Consulting Group LLC, as evidenced by the authorized signature hereto.
| /s/ Roland Coston |
|
Roland
Coston – President and CEO
|
|
| RC
Consulting Group LLC |
|
Exhibit
99.1
Novo
Integrated Sciences Receives Limited Waiver to Securities Purchase Agreement for $70,000,000 Promissory Note
The
Waiver Exempts any determination of non-compliance associated to Nasdaq’s Minimum Bid Price Requirement Rule
BELLEVUE,
Wash., February 20, 2024 - Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”) announces
today the Company has received a Limited Waiver, specific to Section 3, of the previously disclosed Securities Purchase Agreement, dated
April 26, 2023 (“SPA”), between Novo and RC Consulting Group LLC. (“RC”), in favor of SCP Tourbillion Monaco.
The waiver exempts any determination of non-compliance associated to Nasdaq’s Minimum Bid Price Requirement rule. This waiver is
solely related to any notice of deficiency in accordance with the rule but does not extend to any delisting associated with the
aforementioned rule.
Except
as expressly set forth in the Limited Waiver, the terms, provisions and conditions of the SPA and any other documents related to the
SPA shall remain in full force and effect.
Robert
Mattacchione, the Company’s CEO and Board Chairman, stated, “Novo is grateful to RC for working with the Company and providing
this waiver which provides the terms and conditions to proceed, without immediate risk of default, and grant Novo the right of first
draw on the unsecured 15-year $70,000,000 promissory note, for a lump sum debt funding of $57,000,000.”
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. |
11120
NE 2nd Street, Suite 100 Bellevue, WA98004USA
Phone:
(206) 617-9797
www.novointegrated.com
Page
2 of 2
| ● |
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.
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, Section
21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. 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
v3.24.0.1
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 2 such as Street or Suite number
| Name: |
dei_EntityAddressAddressLine2 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Novo Integrated Sciences (NASDAQ:NVOS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Novo Integrated Sciences (NASDAQ:NVOS)
Historical Stock Chart
From Apr 2023 to Apr 2024
