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 27, 2018
| Novo Integrated Sciences, Inc. |
|
(Exact name of small business issuer as specified in its charter) |
| Nevada | 333-109118 | 59-3691650 | ||
|
(State or other jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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)) |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 27, 2018, Novo Integrated Sciences, Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement with Christopher David dated December 29, 2017 (the “Employment Agreement”). Mr. David is the Company’s President and a member of the Company’s Board of Directors. Pursuant to the terms of the Amendment, the termination date of the Employment Agreement was extended from July 30, 2018 to November 30, 2018. The remaining terms of the Employment Agreement remain unchanged.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Employment Agreement dated July 27, 2018 by and between the registrant and Christopher David. |
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: July 27, 2018 | By: | /s/ Christopher David |
| Christopher David | ||
| President | ||
Exhibit 10.1
Amendment No. 1 To Employment Agreement
Dated July 27, 2018
This Amendment No. 1 to Employment Agreement (this “Amendment”) is entered into as of the date first set forth above, by and between NOVO INTEGRATED SCIENCES, INC., a Nevada corporation (the “Company”) and Christopher David (“Executive”).
WHEREAS, the Company and Executive are parties to that certain Seven (7) Month Employment Agreement, dated as of December 29, 2017 (the “Original Agreement”) and now wish to amend the Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Amendments . Pursuant to Section 8 of the Original Agreement, the Original Agreement is hereby amended as follows: |
| (a) | The words and number “seven (7) month” in the introductory paragraph of the Original Agreement, in recital D of the Original Agreement, and in Section 6(d) of the Original Agreement are each hereby replaced with the words and number “eleven (11) month”. | |
| (b) | The dates “July 30, 2018” in Section 2 and Section 6(b) of the Original Agreement are each hereby amended to read “November 30, 2018”. |
| 2. | Acknowledgement . The parties acknowledge and agree that the intent of this Amendment is to extend the term of the Original Agreement to November 30, 2018, but to otherwise make no other changes to the Original Agreement. |
| 3. | Miscellaneous . |
| (a) | Defined terms used herein without definition shall have the meaning given to them in the Original Agreement. | |
| (b) | This Amendment and the rights and obligations of the parties hereto shall be governed by and construed and enforced in accordance with the laws of the State of Nevada without application of the conflicts of laws provisions thereof. | |
| (c) | This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the Original Agreement. Except as specifically modified hereby, all of the provisions of the Original Agreement, which are not in conflict with the terms of this Amendment, shall remain in full force and effect. | |
| (d) | This Amendment may be executed in any number of counterparts and by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute 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. |
[Signatures appear on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered on the date first above written.
| NOVO INTEGRATED SCIENCES, INC. | ||
| By: | /s/ Michael Gaynor | |
| Name: | Michael Gaynor | |
| Title: | Secretary | |
| Christopher David | ||
| By: | /s/ Christopher David | |
| Name: | Christopher David | |