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): August 6, 2020

 

Novo Integrated Sciences, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   333-109118   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
N/A   N/A   N/A

 

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 August 6, 2020, Novo Integrated Sciences, Inc. (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Christopher David, the Company’s President and a member of the board of directors, effective August 5, 2020.

 

Pursuant to the terms of the Employment Agreement, Mr. David agreed to serve as the Company’s President. In consideration thereof, the Company agreed to pay Mr. David a monthly salary of $8,000. In addition, the Company agreed to grant Mr. David an option to purchase 5,750,000 shares of the Company’s common stock at an exercise price of $0.30 per share. The option will vest fully on the date of grant and expire on August 6, 2025. Such option was granted to Mr. David on August 6, 2020 pursuant to that certain Option Agreement #32, a copy of which is filed as Exhibit 10.2 to this current report on Form 8-K and is incorporated herein by reference.

 

The Employment Agreement terminates either (i) upon the effective date that the Company’s common stock is uplisted to a national exchange (NASDAQ or NYSE); or (ii) upon the effective date the Company’s current Chief Executive Officer, Robert Mattacchione, is no longer the Company’s Chief Executive Officer. In addition, the Company may terminate Mr. David at any time, with or without Cause (as hereinafter defined); provided, however, that if the Company terminates Mr. David without Cause, the option granted in referenced in the Employment Agreement will be deemed granted and fully vested and is not subject to revocation or return. “Cause” means Mr. David must have (i) been willful, gross or persistent in his inattention to his duties or he committed acts which constitute willful or gross misconduct and, after written notice of the same, has been given the opportunity to cure the same within 30 days after such notice, or (ii) been found guilty of having committed actual fraud against the Company.

 

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, 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 7.01. Regulation FD Disclosure.

 

On August 11, 2020, the Company issued a press release announcing that it has engaged Maxim Group LLC as its financial advisor to assist the Company in articulating its growth strategy to the investment community and with its aspiration to uplist to a national exchange. The timing/viability of any uplist process will be dependent on a multitude of factors, including but not limited to: (i) the Company’s future gross and net revenues, (ii) its future market capitalization and (iii) overall market conditions in the future.

 

A copy of this press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information contained in the websites is not a part of this Current Report on Form 8-K.

 

The information included in Item 7.01 to this Current Report on Form 8-K, 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1   Employment Agreement dated August 6, 2020 between the registrant and Christopher David.
10.2   Option Agreement #32 dated August 6, 2020.
99.1   Press release of the registrant dated August 11, 2020.

 

 
 

 

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: August 12, 2020 By:  /s/ Robert Mattacchione
    Robert Mattacchione
    Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

 

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into this 6th day of August 2020, between NOVO INTEGRATED SCIENCES, INC., a Nevada Corporation (the “Company”) located at 11120 NE 2nd Street, Suite 200, Bellevue, Washington 98004, and CHRISTOPHER DAVID, an individual residing in Washington State, currently acting as the Companies’ President and Director (the “Executive”).

 

RECITALS

 

WHEREAS, the Company is a U.S. publicly traded corporation, listed and quoted through the OTC Markets Group, that develops and provides services and products related to the healthcare sector; and

 

WHEREAS, the Executive (i) currently serves as the Company’s President, a position he has filled for the Company since May 10, 2015 with Mr. David’s relationship with the Company being in good standing as of the date of this Agreement, and (ii) has knowledge and abilities useful to the Company; and

 

WHEREAS, the Company desires to execute this Employment Agreement (the “Agreement”) with Mr. David, which allows Mr. David to remain fulfilling the roles and responsibilities as the company’s President under the terms and conditions as provided for in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises between the parties, the parties agree as follows:

 

1. Recitals. The recitals as stated in the preamble are true and correct and incorporated herein by reference.

 

2. Term of Agreement. This Agreement shall be effective as of August 6, 2020 and shall remain in full force and effect until the termination provisions, contained in paragraph 6, are met.

 

3. Duties. During the term of this Agreement, the Executive shall devote a sufficient amount of Executive’s time, skill, and experience to manage the Company as its President, which is both an Executive Management and a Corporate Officer position. The Executive shall have all the usual powers of a President. This Agreement is entered into solely for the purpose of providing specific compensation to Executive for the provision of future services to the Company for the period of the Term. The terms and conditions of Executive’s performance of his duties shall be subject to the Board’s supervision at all times and such terms are not addressed in this Agreement. The Parties shall maintain an open relationship with clear communication and clear determination of duties.

 

4. Compensation. At commencement of the Term of this Agreement, the Company shall pay to Executive the following incentive compensation:

 

  (a) A monthly salary of $8,000;
     
  (b) The Executive shall be granted options to purchase of Five Million Seven Hundred Fifty Thousand (5,750,000) shares of the Company’s common stock with a per option exercise price of thirty cents ($0.30), a grant date of August 6, 2020, a vest date of August 6, 2020, and an expiration date of August 6, 2025 (5-years from grant date), without further action. In the event the number of authorized shares is altered, pursuant to stock splits, initial public offerings, or other activity, all shares granted to the Executive hereunder shall be adjusted proportionately.

 

 
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5. Executive Benefits. The Executive is entitled to such other Executive Benefits as shall be determined by the Board, from time to time.

 

6. Termination. This Agreement shall be terminated as defined herein, when either (i) upon the effective date the Company’s common stock is uplisted to a national exchange (NASDAQ or NYSE); or (ii) upon the effective date the Company’s current CEO, Mr. Robert Mattacchione, is no longer the Company’s CEO.

 

In addition, the Company may terminate Executive at any time, with or without cause, provided however, if the Executive is terminated without cause:

 

  (a) the stock option compensation paid hereunder shall be deemed granted and fully vested and is not subject to revocation or return.

 

The term “cause” shall mean the Executive must have (i) been willful, gross or persistent in Executive’s inattention to Executive’s duties or the Executive committed acts which constitute willful or gross misconduct and, after written notice of the same has been given to the Executive and he has been given an opportunity to cure the same within thirty (30) days after such notice; or (ii) found guilty of having committed actual fraud against the Company.

 

7. Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified mail to the Executive’s address listed below, unless written notice of a change of address has been provided to the Company:

 

  Christopher David
  XXXXX XXXXX XX
  Bellevue, Washington 98004

 

8. Miscellaneous. Failure of either party to assert any of its rights under this Agreement shall not constitute a waiver of its rights. The waiver by any party of a breach of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach by any party. This Agreement shall inure to the benefit of, and be binding on, the parties and their successors, heirs, personal representatives, and assigns. This instrument contains the entire agreement of the parties. It may not be changed orally but only by an agreement in writing signed by any party against whom enforcement of any waiver, change, modification, extension, or discharge is sought. If any provisions of this Agreement are declared invalid and unenforceable, the remainder of this Agreement shall continue in full force and effect. This Agreement shall be construed, interpreted, governed, and enforced in and under the laws of the state of Washington except as otherwise provided in this Agreement. Paragraph headings are inserted only for convenience and are not to be construed as part of this Agreement or a limitation of the scope of the paragraph to which they refer.

 

9. Attorneys’ Fees. In the event that either Party hereto commences litigation against the other to enforce such party’s rights hereunder, the prevailing party shall be entitled to recover all costs, expenses and fees, including reasonable attorneys’ fees (including in-house counsel), paralegals’, fees, and legal assistants’ fees through all appeals.

 

10. Counterparts. This Agreement may be executed in any number of counterparts and by facsimile transmission, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one and the same agreement. Facsimile signatures shall be deemed to be original signatures for all purposes.

 

 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written.

 

By: Company   By: Employee
         
  /s/ Robert Mattacchione     /s/ Christopher David
  Robert Mattacchione     Christopher David
  CEO and BOD Chairman     Individual

 

[Remainder of Page Intentionally Blank]

 

 

 

 

 

Exhibit 10.2

 

 

OPTION AGREEMENT No. 32

PURCHASE COMMON STOCK OF

NOVO INTEGRATED SCIENCES, INC.

 

On this 6th day of August, 2020, NOVO INTEGRATED SCIENCES, INC., a Nevada corporation (the “Company”) hereby grants, as of the date hereof, to Christopher David, an individual (hereinafter “Optionee”), upon the terms and conditions hereinafter set forth, FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND (5,750,000) options to purchase shares of the Company’s common stock (the “Option”) at an exercise price of THIRTY CENTS ($0.30). The Expiration Date of the Options is defined hereinafter in Section 1 (b).

 

These Options are granted to Optionee in accordance with the terms and conditions of the Employment Agreement, dated August 6, 2020 (the “Agreement”), between Mr. David and the Company which provides for Mr. David to remain fulfilling the roles and responsibilities as the Company’s President.

 

1. Exercise of Options.

 

(a) Subject to subsection (b) of this Section 1, these options may be exercised, in whole or in part, upon presentation, to the Company at Novo Integrated Sciences, Inc. Attention: CEO/President, 11120 NE 2nd Street, Suite 200, Bellevue, Washington, 98004 or at such other address as the Company may designate as the Company’s principal corporate address; of (i) the attached Exercise Form (Exhibit A) duly executed and delivered notice to Optionee; together with (ii) either (x) a wire transfer, certified bank or cashier’s check payable to the order of Company in the amount of the Exercise Price or (y) the Optionee’s election to Net Exercise in accordance with the following formula:

 

Net Exercise Formula (Cashless): The Holder may elect to receive Option Shares equal to the value of this Option (or the portion thereof being canceled) pursuant to a Net Exercise Formula whereby the Company shall issue to the Holder a number of Option Shares computed using the following formula:

 

 

              Y (A-B)

X = ———————

                   A

 

Where: X = the number of the Option Shares to be issued to the Holder.
       
  Y = the number of the Option Shares purchasable under this Warrant.
       
  A = the fair market value of one Share on the date of determination.
       
  B = the per share Exercise Price (as adjusted to the date of such calculation).

 

Fair Market Value. For purposes of this Section, the per share fair market value of the Option Shares shall mean the average of the closing prices of the Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the ten (10) trading days ending three (3) trading days prior to the date of determination of fair market value.

 

11120 NE 2nd Street, Suite 200 Bellevue, WA 98004 USA

Phone: (206) 617-9797

www.novointegrated.com

 

     
    Page | 2

 

(b) Expiration Date. These Options to purchase 5,750,000 shares of the Company’s common stock must be exercised, in whole or in part, on or before August 6, 2025, which is five (5) years from the grant date (the “Expiration Date”).

 

(c) Exercise Price. The Options shall be exercisable at thirty cents ($0.30) per option (i.e. the “Exercise Price”).

 

2. Vesting. All 5,750,000 options fully-vest as of the date hereof, August 6, 2020.

 

3. Purchased and Underlying Common Stock.

 

(a) Upon receipt of an Exercise Form and payment of the Exercise Price (or Net Exercise election), the Company shall issue and cause to be delivered with all reasonable dispatch to Optionee, a certificate or certificates for the number of full shares of Common Stock comprising the applicable Common Stock so purchased upon the exercise of a vested Option (the “Purchased Common Stock”). Such certificate or certificates shall be deemed to have been issued, and any person named therein shall be deemed to have become a holder of record of such Common Stock, as of the date of receipt of the Exercise Form and payment of the Exercise Price (if required), notwithstanding that the certificates representing such Common Stock shall not actually have been delivered or that the transfer shall not have been reflected on the stock transfer books of Company.

 

(b) the Company shall at all times keep reserved so long as this Option remains outstanding, out of its authorized common stock, sufficient common stock as shall continue to be subject to purchase under this Option (the “Underlying Common Stock”).

 

4. Rights and Obligations of Optionee.

 

(a) Optionee or any subsequent holder of this Option shall not, by virtue hereof, be entitled to any rights of a shareholder in Company, either at law or in equity.

 

(b) Optionee or any subsequent holder of this Option, as such, shall not be entitled to vote or receive dividends or to be deemed the holder of the Common Stock for any purpose, nor shall anything contained in this Option Agreement, confer upon Optionee any of the rights of a shareholder of Company including, but not limited to, any right to vote, give or withhold consent to any action by Company, whether upon any reclassification of stock, consolidation, merger, share exchange, conveyance or otherwise, receive notice of meetings or other action affecting shareholders (except for the notices provided for herein), receive dividends, receive subscription rights, or any other right until this Option shall have been exercised and Optionee shall have become the record holder of the Common Stock, as provided herein.

 

(c) In the event that the number of authorized shares is altered, pursuant to stock splits, initial public offerings, or other activity, all of the shares granted to the Executive hereunder shall be adjusted proportionately.

 

5. Purchased Common Stock. The Company covenants and agrees that all Purchased Common Stock to be delivered upon proper exercise of this Option shall be recorded on the books of Company in the name of Optionee and shall be duly and validly authorized and issued, fully paid and non-assessable, and free from all preemptive rights, taxes (other than transfer taxes), liens, charges and security interests created by Company with respect to the issuance thereof.

 

     
    Page | 3

 

6. Disposition of Options or Common Stock.

 

(a) Optionee and/or any transferee hereof or of the Purchased Common Stock by its acceptance hereof or thereof, hereby understands and agrees that neither this Option nor the Purchased Common Stock have been registered under U.S. Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws (the “State Acts”) and shall not be sold, pledged, hypothecated, donated or otherwise transferred (whether or not for consideration) except upon the issuance to Company of a favorable opinion of counsel or submission to Company of such evidence as may be reasonably satisfactory to counsel to Company, in each such case, to the effect that any such transfer shall not be in violation of the Securities Act and/or the State Acts. It shall be a condition to the transfer of this Option that any transferee hereof deliver to Company its written agreement to accept and be bound by all of the representations, terms and conditions of this Option.

 

(b) The stock certificates of Company that will evidence the Purchased Common Stock may be imprinted with a restrictive legend in substantially the following form:

 

THE SECURITIES EVIDENCED BY THIS OPTION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO ANY EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER AND UNDER APPLICABLE STATE LAW, THE AVAILABILITY OF WHICH MUST BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

 

Company has not agreed to register any of the Purchased Common Stock for distribution in accordance with the provisions of the Securities Act or the State Acts. Except as otherwise set forth herein, Company has not agreed to comply with any exemption from registration under the Securities Act or the State Acts for the resale of such Common Stock. Hence, it is the understanding of Optionee that by virtue of the provisions of certain rules respecting “restricted securities” promulgated by the U.S. Securities and Exchange Commission, all or part of the Purchased Common Stock may be required to be held indefinitely, unless and until registered under the Securities Act and the State Acts, or unless an exemption from such registration is available (in which case Optionee may still be limited as to the amount of such Common Stock that may be sold).

 

7. Representations.

 

(a) Risk Factors. Optionee understands and acknowledges that (i) this Option and the Purchased Common Stock are unregistered, restricted securities and are not readily marketable and (ii) there is a significant degree of risk in investing in the Common Stock. Optionee agrees that he must be able to bear the economic risk of the loss of the entire investment in the Common Stock if it exercises this Option.

 

(b) Knowledge and Experience; Financial Capability and Net Worth. Optionee has (i) such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of the investment in the Common Stock, (ii) has determined that such investment is suitable for Optionee in view of its financial circumstances and available investment opportunities; and (iii) no need for liquidity of the investment and no reason to anticipate any change in Optionee’s financial circumstances which may cause or require any sale, transfer or other distribution of the Purchased Common Stock.

 

(c) Information. Optionee agrees that it shall be its responsibility to request such information with respect to Company as it and its advisors deem appropriate to evaluate the risks and merits of investment in the Purchased Common Stock at the time that Optionee exercises this Option.

 

8. Remedies. The Company stipulates that the remedies at law of Optionee in the event of any default or threatened default by Company in the performance of or compliance with any of the terms of this Option are not and will not be adequate and that, without limiting any other remedy available at law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof. The rights and remedies of Optionee are cumulative and not exclusive of any rights or remedies which Optionee might otherwise have.

 

     
    Page | 4

 

9. Survival. The various rights and obligations of Optionee hereof as set forth herein shall survive the exercise of this Option at any time or from time to time and the surrender of this Option.

 

10. Change; Waiver. Neither this Option nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. No failure or delay of Optionee in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

 

11. Governing law. The execution, effectiveness, construction, performance, amendment and termination of this Option and the resolution of disputes hereunder shall be governed under the laws of Nevada.

 

12. Confidentiality. The parties acknowledge that the existence and the terms of this Option and any oral or written information exchanged between the parties in connection with the preparation and performance this Option are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. This Section shall survive the termination of this Option for any reason.

 

13. Severability. In the event that one or several of the provisions of this Option are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Option shall not be affected or compromised in any respect. The parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

 

14. Successors. This Option shall be binding on and shall inure to the interest of the respective successors of the parties and the permitted assigns of such parties.

 

15. Counterparts. This Option may be executed in any number of counterparts and by facsimile transmission, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one and the same agreement. Facsimile signatures shall be deemed to be original signatures for all purposes.

 

[Remainder of Page Intentionally Left Blank]

 

     
    Page | 5

 

IN WITNESS WHEREOF, the parties hereto have executed this Option as of the date first above written.

 

By: Novo Integrated Sciences, Inc.    
     
/s/ Robert Mattacchione   Date: August 6, 2020
Robert Mattacchione    
CEO and Board Chairman    
     
/s/ Mike Gaynor   Date: August 6, 2020
Michael Gaynor    
Secretary and Director    

 

[Remainder of Page Intentionally Left Blank]

 

     
    Page | 6

 

CERTIFICATE

OF

OPTIONS

 

Certificate Number: #32 Options: 5,750,000

 

This Certifies that Christopher David, an individual, is the owner of FIVE MILLION SEVEN HUNDRED FIFTY THOUSAND (5,750,000) options of Novo Integrated Sciences, Inc. common shares fully paid and non-assessable, transferable only on the books of the Corporation in person, or by designated attorney, upon surrender of this Certificate properly endorsed.

 

This Certificate is granted in accordance with the terms of Option Agreement No. 32, dated August 6, 2020, to purchase common stock of Novo Integrated Sciences, Inc., a Nevada corporation. The options, provided for in this Option Agreement No. 32:

 

  grant on August 6, 2020
  fully-vest on August 6, 2020
  have an exercise price of thirty cents ($0.30) per option.
  expire on August 6, 2025 (5-years years from the grant date).
  are exercisable, in whole or in part, at any-time from the vest date until the expiration date.

 

In Witness Whereof, the said Corporation has caused this certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this 6th Day of August, A.D. 2020.

 

/s/ Robert Mattacchione   /s/ Michael Gaynor
Robert Mattacchione   Michael Gaynor
CEO and Board Chairman   Secretary and Director

 

[Corporate Seal]

 

     
    Page | 7

 

EXERCISE FORM

TO: NOVO INTEGRATED SCIENCES, INC.

Attention: CEO-President

11120 NE 2nd Street, Suite 200

Bellevue, Washington 98004

 

The undersigned, being the lawful holder of the Option evidenced by the attached Option Agreement, elects to purchase __________________________________________________ shares the Common Stock of NOVO INTEGRATED SCIENCES, INC., at an Exercise Price of Thirty cents ($0.30) per option and elects either:

 

  (a) [  ] Cash Exercise: the Holder hereby makes payment of U.S $____________ in payment of the purchase price thereof, which includes the Exercise Price in full, together with all applicable transfer taxes, if any; or
  (b) [  ] Net Issue Exercise (Cashless): The Holder elects to receive Option Shares equal to the value of this Option (or the portion thereof being canceled) whereby the Company shall issue to the Holder a number of Option Shares computed using the following formula:

 

 

               Y (A-B)

X = ———————

                  A

 

Where: X = the number of the Option Shares to be issued to the Holder.
       
  Y = the number of the Option Shares purchasable under this Warrant.
       
  A = the fair market value of one Share on the date of determination.
       
  B = the per share Exercise Price (as adjusted to the date of such calculation).

 

Fair Market Value. For purposes of this Section, the per share fair market value of the Option Shares shall mean the average of the closing prices of the Common Stock as quoted on the Over-the-Counter Bulletin Board, or the principal exchange on which the Common Stock is listed, in each case for the ten (10) trading days ending three (3) trading days prior to the date of determination of fair market value.

 

Signature: _______________________________________

 

Print Name: ______________________________________ Date: ______________________

 

Social Security Number: _______________________________________

 

Address: _______________________________________

_______________________________________

________________________________________

 

Phone No. _________________________________ Email: _________________________________

 

     

 

 

Exhibit 99.1

 

Novo Integrated Sciences Engages Maxim Group LLC to Assist with its Growth

Strategy and Goal to Up-list to a National Exchange

 

Bellevue, Washington—(NewsFile Corp. – August 11, 2020) - Novo Integrated Sciences, Inc. (OTCQB: NVOS) (“Novo Integrated Sciences” or “the Company”), a provider of multi-dimensional primary healthcare services and products in Canada and the U.S., today announced that it has engaged Maxim Group LLC as its financial advisor to assist the Company in articulating its growth strategy to the investment community and with its aspiration to Up-list to a national exchange. Novo Integrated Sciences is looking to list on a national exchange in a bid to capitalize on its growth through the broad and developed investor base of the major capital markets. The Company believes an up-listing would enhance their visibility in the marketplace, increase the liquidity of their stock, and build long term shareholder value.

 

The timing/viability of any up-list process will be dependent on a multitude of factors, including but not limited to: (i) Novo Integrated Sciences future gross and net revenues, (ii) its future market capitalization and (iii) overall market conditions in the future.

 

The Company looks forward to keeping its shareholders apprised of its progress as it moves into this next phase in the Company’s growth trajectory.

 

About Maxim Group LLC

 

Maxim Group LLC is a full-service investment banking, securities and wealth management firm headquartered in New York. The Firm provides a full array of financial services including investment banking; private wealth management; and global institutional equity, fixed-income and derivatives sales & trading, equity research and prime brokerage services to a diverse range of corporate clients, institutional investors and high net worth individuals. Maxim Group is a registered broker-dealer with the U.S. Securities and Exchange Commission (SEC) and the Municipal Securities Rulemaking Board (MSRB), and is a member of the following: Financial Industry Regulatory Authority (FINRA); Securities Insurance Protection Corporation (SIPC); NASDAQ Stock Market and NYSE Arca, Inc. To learn more about Maxim Group, visit www.maximgrp.com.

 

About Novo Integrated Sciences, Inc.

 

Novo Integrated Sciences’ wholly owned Canadian subsidiaries deliver multi-disciplinary primary healthcare services and products through our 16 corporate-owned clinics, 220 eldercare centric homes, and a contracted network of 103 affiliate clinics located across Ontario province Canada. In addition, the Company is contracted with LA Fitness, in both the U.S. and Canada, to provide certain of our services through micro-clinics located inside LA Fitness facilities.

 

Novo Integrated Sciences, Inc., a Nevada corporation, continues to build its’ patient-centric health science platform of services and products through the integration of medical technology, advanced therapeutics, and rehabilitative science. The Company operates with a core philosophy centered on maintaining an on-going continuous connection with our patient community, beyond the traditional confines of a clinic, by extending oversight of patient diagnosis, care and monitoring, directly into the patient’s control through the integration of numerous medical technology source. To learn more about Novo Integrated Sciences, visit www.novointegrated.com.

 

 
 

 

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,” “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 Integrated Sciences’ 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 Integrated Sciences’ control which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects Novo Integrated Sciences’ 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 Integrated Sciences 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, President
Novo Integrated Sciences, Inc.
cdavid@novointegrated.com
(206) 617-9797