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 event reported):
April 8, 2018
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-109118
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59-3691650
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(State
or other jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
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)
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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[ ]
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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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[ ]
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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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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.
China
Quantum Memorandum of Understanding
On
April 8, 2018, Novo Healthnet Limited (“NHL”), a wholly owned subsidiary of Novo Integrated Sciences, Inc. (the
“Company”), executed a memorandum of understanding (“MOU”), effective March 26, 2018, with China Quantum
Life Science Technologies Holding Limited (“China Quantum”). Pursuant to the MOU, NHL and China Quantum agreed that
they would, on an exclusive basis for the term of the MOU, evaluate the possibility of executing a transaction, which includes:
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(i)
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a
commitment by China Quantum to purchase, on or before May 15, 2018, 10,000,000 shares of restricted Company common stock at
a purchase price of $0.50 per share, equal to an aggregate purchase price of $5,000,000,
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(ii)
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an
agreement that China Quantum will have one board seat on the Company’s board of directors, and
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(iii)
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an
agreement by NHL and China Quantum to form a joint venture entity named Novo China Health Group (the “Joint Venture”),
in which China Quantum will be the 70% owner and NHL will be the 30% owner, that will offer physical therapy, chiropractic,
rehabilitation, pain management and other holistic care within medical facilities in China.
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(iv)
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An
agreement by NHL and China Quantum that the Joint Venture can spin-off into a separate public company when the Joint Venture
reaches a level of financial performance and achieves other important milestones that the Joint Venture’s board of directors
deems it appropriate.
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The MOU has a term of
30 days from signing, unless terminated earlier in writing.
The
foregoing description of the MOU is a summary only and is qualified in its entirety by reference to the full text of such document,
filed herewith as Exhibit 10.1 and incorporated herein by reference.
Amendment
#3 to Brands Letter of Intent
As
previously disclosed by the Company in its Current Report on Form 8-K, as filed with the Securities and Exchange Commission on
January 2, 2018, on December 26, 2017, the Company entered into a binding letter of intent (the “LOI”) with Brands
International Corporation (“Brands”), pursuant to which the Company agreed to acquire 60% of the issued and outstanding
shares of Brands in exchange for the arrangement of secured debt financing in the amount of CAD$2,350,000 (approximately $1,873,256
per the Bank of Canada posted exchange rate of 0.7977 on December 29, 2017) arranged or provided by the Company (the “Acquisition”).
Upon completion of the Acquisition, the Company will own 60% of Brands’ issued and outstanding shares and Brands will be
a partially-owned subsidiary of the Company. In connection with the Acquisition, the Company will enter into a shareholder agreement
with Mark Rubinoff and a management agreement with Mark Rubinoff and DJ Rubinoff. In addition, pursuant to the terms of the LOI,
the Company agreed to provide Mark Rubinoff with a buyout structure for the remaining 40% of Brands’ shares with a trigger
date of 24 months from the closing of the Acquisition.
The
parties to the LOI agreed to proceed reasonably and in good faith toward negotiation and execution of a definitive acquisition
agreement, and to use their commercially reasonable best efforts to obtain necessary board, stockholder and regulatory approvals
and third party consents.
The
LOI provided for a termination date of January 30, 2018. The termination date was subsequently extended to April 20, 2018.
On
April 20, 2018, the Company and Brands executed Amendment #3 to the LOI, as amended (“Amendment #3”), that had the
effect of amending the LOI to extend the termination date to June 1, 2018. The terms of the LOI, as amended, otherwise remain
in full force and effect.
The
foregoing description of Amendment #3 is a summary only and is qualified in its entirety by reference to the full text of such
document, filed herewith as Exhibit 10.2 and incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
April 20, 2018, the Company entered into an Amendment to Option #21, Amendment to Option #23 and Amendment to Option #24 (collectively,
the “Amendments”). Each of the Amendments provides that the expiration date of the respective option previously granted
to Christopher David, the Company’s President and a member of the Company’s board of directors, is extended for three
years, as set forth in the table below:
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Option Number
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No. of Options Granted
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Grant Date
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Exercise Price
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Original Expiration Date
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Amended Expiration Date
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21
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1,500,000
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6/29/2015
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$
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0.16
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6/29/2020
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6/29/2023
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23
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500,000
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2/19/2016
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$
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0.16
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2/19/2021
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2/19/2024
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24
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500,000
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2/19/2016
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$
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0.16
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2/19/2021
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2/19/2024
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In
addition, the Amendment to Option #24 corrected a typographical error in the original option agreement #24.
The
foregoing description of each of the Amendments is a summary only and is qualified in its entirety by reference to the full text
of such documents, filed herewith as Exhibit 10.3, 10.4 and 10.5, respectively, and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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:
April 24, 2018
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By:
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/s/
Christopher David
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Christopher
David
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President
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Memorandum
of Understanding
This
Memorandum of Understanding (the “
MOU
”) is effective March 26, 2018,
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BETWEEN:
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Novo
Healthnet Limited,
(hereafter referred to as “
NOVO
”) a corporation organized under the laws of the
Province of Ontario and is a wholly owned subsidiary of
Novo Integrated Sciences, Inc.
(hereafter referred to as “
NVOS
”),
with
Novo Healthnet Limited’s
head office located at:
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309
Pennsylvania Ave.
Concord,
Ontario, Canada, L4K 5K9
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AND:
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China
Quantum Life Science Technologies Holding Limited
(hereafter referred to as
“CQLST”
), a corporation
organized under the laws of China, with its head office located at:
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Unit
3A,12/F, Kaiser Centre, No. 18 Centre Street
Sai
Ying Pun, Hong Kong
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WHEREAS
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A.
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NOVO
and CQLST (each a
“Party”
and collectively referred to as the
“Parties")
are mutually interested in the creation of a strategic business relationship in which
NOVO is offering CQLST the opportunity to subscribe to shares in NVOS at a predetermined
price as identified within this agreement. The primary purpose for the capital funding
is for expansion into the U.S. Healthcare markets, and to complete certain other potential
acquisitions that have been previously identified and announced.
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B.
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CQLST
will provide investment capital funding in a structure amenable to the desires and regulatory
requirements necessary for the use of such capital while conforming to the business objectives
of the Parties. CQLST would also be responsible in identifying staffing solutions by
way of post-secondary educational relationships and programs in order to adequately and
professionally staff the facilities.
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C.
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The
parties agree to form a separate joint venture entity under the name
Novo China Health
Group
(“Novo China”) in which CQLST will be the majority owner (70%)
and Licensed Management Company of operations in Greater China that will offer Physical
Therapy, Chiropractic, Rehabilitation, Pain Management, and other Holistic Care within
Medical Facilities in the newly established network located in China. The clinics will
have the option of utilizing NOVO’s existing care protocols where appropriate and
managed under NOVO management policies via CQLST as the Licensed Management Company.
The Novo China clinics would also utilize NOVO’s proprietary technologies in Virtual
Care and Telemedicine (also referred to as
Novo Health Link),
assessment and treatment
as well as allow access to NVOS e-commerce portals carrying proprietary and endorsed
health and wellness products. Additionally, CQLST, in accordance to its ownership interest
in Novo China, will have the ability to market and sell authorized and approved health
and wellness products into the U.S. and Canadian marketplace via NVOS owned clinics and
affiliate medical practices.
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D.
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The
parties also agree that the Novo China joint venture business entity can spin-off into
a separate Public Company when the Novo China business entity reaches a level of financial
performance and achieves other important milestones that the Novo China Board of Directors
deems it appropriate for such an event to occur.
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E.
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The
parties have engaged in discussions relating to these intentions and the Parties now
wish to enter into this MOU to describe the agreed principles between the Parties on
how to materialize and pursue a Definitive Agreement (the “Agreement”).
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NOW
THE PARTIES HEREBY AGREE AS FOLLOWS:
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a)
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The
Parties bind themselves on an exclusive basis for the term of this MOU, to evaluate the
possibilities in executing the transaction. During this period, neither Party shall,
and each Party shall ensure that no Affiliate (as such term is defined below) of such
Party shall, directly or indirectly, on its own behalf or in conjunction with others,
through any representative, director, officer, shareholder, adviser, agent, employee
or otherwise, solicit or obtain offers from, negotiate or in any manner encourage, discuss,
accept, or consider any proposal of any other person relating to and/or which could be
considered as competing with either of the Parties in the Project. This exclusivity period
may be extended by the written agreement of the Parties. The term
"Affiliate"
shall mean with respect to any Party, any person, which directly or indirectly owns,
or is owned by that Party; for the purposes of this definition, "to own" means
to hold any interest in the share capital or the voting rights of the owned entity. Additionally,
both Parties agree to continue the business relationship outlined herein on a mutually
exclusive basis.
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b)
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Within
the agreement, NOVO will:
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1.
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Provide
CQLST shares of NVOS Stock in exchange for the capital funding;
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2.
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Provide
CQLST one Board Seat on the NVOS Board with voting rights, and will allow Mr. Kris Shiming
Yang to act as proxy and interpreter on behalf of CQLST;
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3.
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Provide
executive level oversight;
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4.
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Provide
proprietary technology protocols and product solutions, and e-commerce platform;
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c)
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Within
the agreement CQLST will:
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1.
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Provide
NOVO capital funding commitment of $5 Million USD which will be issued upon the effective
close date in exchange for NVOS Restricted Stock (OTC: NVOS) priced at $0.50 per share,
which equals 10,000,000 shares;
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2.
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Provide
the entire capital funding commitment on or before May 15, 2018;
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3.
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Provide
new clinic location details for Novo China operations;
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4.
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Provide
access to clinic staffing solutions for Novo China operations;
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d)
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The
capital funding agreement will be drafted and executed within 30 days of acceptance of
this MOU, with an effective closing and capital funding date of May 15, 2018.
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e)
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Both
Parties will arrange all corporate approvals necessary for the execution of the final agreement.
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f)
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The
agreement will be exclusive and perpetual.
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g)
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This
MOU and any correspondence is confidential, thus both Parties are held to NDA general
rules and conditions for as long as these negotiations and final agreement execution
is completed.
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h)
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Unless
otherwise agreed in writing by the Parties, each Party shall bear its own costs. All
costs incurred up to this period in time shall be borne by each Party being responsible
for it.
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i)
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This
MOU is effective from the date of signing and will have a term of (30) calendar days
unless earlier terminated in writing.
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j)
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Either
Party has the right to terminate the License Management Company agreement by notice in
writing to the other Party if:
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1.
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the
other Party becomes insolvent;
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2.
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the
other Party commits a breach of this agreement; and the breach is material and not capable
of being cured; or the breach is capable of being cured and the defaulting Party fails
to cure the breach within 30 Business Days of being notified in writing of the breach
by the Party giving the notice.
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k)
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All
notices and communications relating to this MOU shall be in writing and shall be delivered
by hand, or sent by email, air courier or registered mail to the parties at the following
addresses:
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If
to NOVO:
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Novo
Healthnet Limited
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309
Pennsylvania Ave.
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Concord,
Ont. Canada, L4K 5K9
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Attention:
Robert Mattacchione
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Email:
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If
to CQLST :
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China
Quantum Life Science Technologies Holding Limited
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Unit
3A,12/F, Kaiser Centre, No. 18 Centre Street
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Sai
Ying Pun, Hong Kong
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Attention:
Ranxu Fu
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Email:
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A
Party may change its address and/or email for purposes of notification given pursuant to this MOU by delivering a written
notice to the other Party specifying the new physical address and/or email address at least fifteen (15) days prior to the effective
date of such change.
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l)
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This
MOU shall be governed by, construed and enforced in accordance with the laws of the Province
of Ontario, Canada.
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m)
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This
MOU may not be assigned by either Party.
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n)
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This
MOU may not be altered, modified, amended or changed in any manner, except by a written
agreement executed and delivered by authorized representatives of the Parties.
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o)
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Neither
Party shall make a press release or public disclosure of the contents of this MOU, except as may be required to comply with
any applicable law, judicial order or regulatory requirement, without first obtaining the other Party’s written consent
to its timing and content, which may not reasonably withheld. If a press release or public disclosure is required to comply
with any applicable law, judicial order or regulatory requirement, the Party required to issue the press release or make the
public disclosure shall consult with and consider, in good faith, the other Party’s suggested changes to the proposed
press release or public disclosure.
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p)
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This
MOU constitutes the entire agreement between the Parties (including their affiliates) with respect to all matters contained
herein and supersedes all prior agreements and negotiations carried out between the Parties.
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q)
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If
at any time one or more of the provisions of this MOU is or becomes invalid, illegal
or unenforceable in any
respect
under any law or regulation by which it may be governed or affected, the validity, legality and enforceability of the
remaining provisions shall not be in any way affected or impaired as a result.
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'Ihis
agreement is binding upon the heirs, court appointed representatives, assigns, and successors of the parties.
IN
WITNESS WHEREOF, each party to this agreement has caused it to be executed as of April 8, 2018.
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[SEAL]
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Novo Healthnet Limited
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China Quantum Life Science Technologies Holding Limited
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/s/ Robert Mattacchione
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/s/ Ranxa Fu
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Authorized Signature
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Authorized Signature
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Robert Mattacchione, Chairman
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Ranxa Fu, Director
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Novo Integrated Sciences, Inc.
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/s/ Christopher David
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Authorized Signature
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Christopher David, President
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April
20, 2018
Brands
International Corporation
Attn:
Mark Rubinoff, CEO
Via
email
RE:
Amendment #3 for the 12-26-17 Letter of Intent Termination Date to June 1, 2018
Dear
Mr. Rubinoff:
Novo
Integrated Sciences, Inc., a Nevada corporation (“NIS”) and Brands International Corporation (the parties”)
are parties to the Letter of Intent, dated 12-26-17, as attached hereto as Exhibit A (the “LOI”). Effective January
30, 2018, the parties amended the termination date of the 12-26-17 Letter of Intent to March 20, 2018, as attached hereto as Exhibit
B. Additionally, effective March 16, 2018, the parties amended (“Amendment #2) the termination date of the 12-26-17 Letter
of Intent to April 20, 2018, as attached hereto as Exhibit C.
The
purpose of this letter is to amend the LOI (“Amendment #3”) to extend the termination date therein. As we have discussed,
the “Termination Date” for all purposes under the LOI is hereby amended to be June 1, 2018. The LOI, as amended herein,
shall remain in full force and effect.
We
continue to look forward to working with you to complete the transaction successfully and expeditiously. If the foregoing correctly
sets forth your understanding, please execute a copy of this Letter in the space set forth below and return to me.
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Sincerely,
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Novo Integrated Sciences, Inc.
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By:
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/s/
Christopher David
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Name:
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Christopher
David
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Title:
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President
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Agreed and accepted:
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Brands International Corporation
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By:
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/s/
Mark Rubinoff
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Name:
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Mark
Rubinoff
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Title:
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Chief
Executive Officer
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11120
NE 2
nd
Street, Suite 200 Bellevue, WA 98004 USA
Phone:
(206) 617-9797
www.novointegrated.com
AMENDMENT
TO OPTION #21
(Christopher
David, Grant Date June 29, 2015)
Dated
as of April 20, 2018
THIS
AMENDMENT TO OPTION (the “Amendment”), dated as of the date first set forth above (the “Effective Date”)
is entered into by and between Novo Integrated Sciences Inc., a Nevada corporation (the “Company”) and Christopher
David (the “Holder” or “Optionee”). Each of the Company and Holder may be referred to herein individually
as a “Party” and collectively as the “Parties.”
WHEREAS,
on June 29, 2015 the Company issued to Holder an option to purchase 1,500,000 shares of common stock of the Company at an exercise
price of USD$0.16 (the “Option”, “Option #21”) which Option vested on the Grant Date and is currently
set to expire on June 29, 2020 (the “Expiration Date”);
WHEREAS,
the Parties now desire to amend the Option #21 Expiration Date, as set forth below; and
NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Parties agree as follows:
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1.
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Amendment
.
The word and number “five (5)” in both Section 1(b) of the Option Agreement and in paragraph 2 of the Certificate
of Option for Option #21 are hereby amended to read “eight (8)”. This Amendment changes the Expiration Date of
Option #21 to June 29, 2023.
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2.
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Miscellaneous
.
This Amendment shall be deemed part of but shall take precedence over and supersede any provisions to the contrary contained
in the Option. Except as specifically modified hereby, all of the provisions of the Option shall remain in full force and
effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Amendment.
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[Signatures
appear on following page]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
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Novo Integrated Sciences, Inc.
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(SEAL)
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By:
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/s/
Pierre Dalcourt
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Name:
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Pierre
Dalcourt
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Title:
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Board
Chairman
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By:
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/s/
Michael Gaynor
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Name:
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Michael
Gaynor
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Title:
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Secretary
and Director
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Option #21 Optionee
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By:
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/s/
Christopher David
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Name:
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Christopher
David, Individual
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AMENDMENT
TO OPTION #23
(Christopher
David, Grant Date February 19, 2016)
Dated
as of April 20, 2018
THIS
AMENDMENT TO OPTION (the “Amendment”), dated as of the date first set forth above (the “Effective Date”)
is entered into by and between Novo Integrated Sciences Inc., a Nevada corporation (the “Company”) and Christopher
David (the “Holder” or “Optionee”). Each of the Company and Holder may be referred to herein individually
as a “Party” and collectively as the “Parties.”
WHEREAS,
on February 19, 2016 the Company issued to Holder an option to purchase 500,000 shares of common stock of the Company at an exercise
price of USD$0.16 (the “Option”, “Option #23”) which Option vested on the Grant Date and is currently
set to expire on February 19, 2021 (the “Expiration Date”);
WHEREAS,
the Parties now desire to amend the Option #23 Expiration Date, as set forth below; and
NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Parties agree as follows:
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1.
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Amendment
.
The word and number “five (5)” in both Section 1(b) of the Option Agreement and in paragraph 2 of the Certificate
of Option for Option #23 are hereby amended to read “eight (8)”. This Amendment changes the Expiration Date of
Option #23 to February 19, 2024.
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2.
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Miscellaneous
.
This Amendment shall be deemed part of but shall take precedence over and supersede any provisions to the contrary contained
in the Option. Except as specifically modified hereby, all of the provisions of the Option shall remain in full force and
effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Amendment.
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[Signatures
appear on following page]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
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Novo Integrated Sciences, Inc.
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(SEAL)
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By:
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/s/
Pierre Dalcourt
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Name:
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Pierre
Dalcourt
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Title:
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Board
Chairman
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By:
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/s/
Michael Gaynor
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Name:
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Michael
Gaynor
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Title:
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Secretary
and Director
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Option #21 Optionee
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By:
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/s/
Christopher David
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Name:
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Christopher
David, Individual
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AMENDMENT
TO OPTION #24
(
Christopher
David, Grant Date February 19, 2016
)
Dated
as of April 20, 2018
THIS
AMENDMENT TO OPTION (the “Amendment”), dated as of the date first set forth above (the “Effective Date”)
is entered into by and between Novo Integrated Sciences Inc., a Nevada corporation (the “Company”) and Christopher
David (the “Holder” or “Optionee”), an individual. Each of the Company and Holder may be referred to herein
individually as a “Party” and collectively as the “Parties.”
WHEREAS,
on February 19, 2016 the Company issued to Holder an option to purchase 500,000 shares of common stock of the Company at an exercise
price of USD$0.16 (“Option #24” or the “Option”) which Option vested on the 1-year anniversary date of
February 19, 2017 and as defined in Section 1(b) of the Option Agreement, is currently set to expire (the “Expiration Date”)
on February 19, 2022;
WHEREAS,
on February 19, 2016 as part of the Option Agreement #24, the Company issued to the Holder a Certificate of Option which in Paragraph
#2 states “The Option expires five (5) years after the date of issue and is exercisable, in whole or in part, at any-time
before they expire” which defines the Expiration Date as February 19, 2021;
WHEREAS,
the defined Expiration Date in (a) the Option Agreement, Section 1(b); and (b) the Certificate of Option, paragraph 2, is inconsistent;
WHEREAS,
Option Agreement #24, Section 1(b), should state “These Options to purchase the Company common stock must be exercised,
in whole or in part, on or before February 19, 2021”, which represent five (5) years after the Option #24 Grant Date of
February 19, 2016;
WHEREAS,
the Parties further desire to amend the option Expiration Date by adding an additional three (3) years to the February 19, 2021
Expiration Date which would provide for an amended Expiration Date of February 19, 2024;
WHEREAS,
the Parties now desire to amend the Option, as set forth below; and
NOW,
THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the Parties agree as follows:
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1.
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Amendment
#1
. The Expiration Date of the original Option Agreement #24, as defined in Section 1(b), is hereby amended to read February
19, 2021;
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2.
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Amendment
#2
. The Expiration Date noted in Amendment #1 is further extended and amended to add three (3) years which further defines
the Expiration Date of Option Agreement #24 and its Certificate of Option as February 19, 2024;
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3.
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Miscellaneous
.
This Amendment shall be deemed part of but shall take precedence over and supersede any provisions to the contrary contained
in the Option. Except as specifically modified hereby, all of the provisions of the Option shall remain in full force and
effect. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall be deemed to be one and the same agreement. A signed copy of this Amendment delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Amendment.
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[Signatures
appear on following page]
IN
WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
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Novo Integrated Sciences, Inc.
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(SEAL)
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By:
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/s/
Pierre Dalcourt
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Name:
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Pierre
Dalcourt
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Title:
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Board
Chairman
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By:
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/s/
Michael Gaynor
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Name:
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Michael
Gaynor
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Title:
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Secretary
and Director
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Option #21 Optionee
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By:
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/s/
Christopher David
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Name:
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Christopher
David, Individual
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