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): November 23, 2020
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
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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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.)
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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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on which Registered
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N/A
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N/A
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N/A
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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
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on November 9, 2020, stockholders of Novo Integrated Sciences, Inc. (the “Company”) approved
an amendment to the Company’s Articles of Incorporation, as amended (the “Articles”), to effect a reverse stock
split of the Company’s outstanding shares of common stock, at a ratio of no less than 1-for-5 and no more than 1-for-10,
with such ratio to be determined by the sole discretion of the Company’s Board of Directors (the “Board”), with
any fractional shares being rounded up to the next higher whole shares (the “Reverse Split”). Also as previously disclosed,
on November 9, 2020, the Board approved the Reverse Split in a ratio of 1-for-10 and the Company filed with the Nevada Secretary
of State a certificate of amendment to the Articles (the “November 9 Amendment”) implementing the Reverse Split in
a ratio of 1-for-10 effective November 30, 2020; provided, however, that in no event will the Reverse Split become effective until
it has been processed by the Financial Industry Regulatory Authority (“FINRA”).
On
November 20, 2020, the Board determined to change the effective date of the Reverse Split from November 30, 2020 to December 10,
2020. Accordingly, on November 23, 2020, the Company filed with the Nevada Secretary of State a Termination of Amendment (the
“Termination”) that had the effect of terminating the November 9 Amendment. Immediately following the filing of the
Termination, the Company filed with the Nevada Secretary of State a certificate of amendment to the Articles (the “November
23 Amendment”) implementing the Reverse Split in a ratio of 1-for-10 effective December 10, 2020; provided, however, that
in no event will the Reverse Split become effective until it has been processed by FINRA. The Company expects that the Reverse
Split in a ratio of 1-for-10 will be effective on or about December 10, 2020.
The
foregoing description of the November 9 Amendment, the Termination and the November 23 Amendment does not purport to be complete
and is qualified in its entirety by reference to the full text of the November 9 Amendment, the Termination and the November 23
Amendment, copies of which are filed as Exhibits 3.1, 3.2 and 3.3, respectively, to this current report on Form 8-K and are incorporated
herein by reference.
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.
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Novo
Integrated Sciences, Inc.
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Dated:
November 30, 2020
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By:
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/s/
Robert Mattacchione
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Robert
Mattacchione
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Chief
Executive Officer
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Exhibit
3.1
ARTICLES
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
Novo
Integrated Sciences, Inc.
Novo
Integrated Sciences, Inc., a Nevada corporation (the “Corporation”), hereby amends (“Articles of Amendment”)
its articles of incorporation, as amended (“Articles”), as follows:
A.
Reverse Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each one (1) share of the
Corporation’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior
to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into 1/10th
of a validly issued, fully paid and non-assessable share of Common Stock, without increasing or decreasing the par value
thereof, provided that no fractional shares shall be issued in respect of any shares of Common Stock, and that, instead of issuing
such fractional shares, any fractional shares shall be rounded up to the next higher whole share (a 1 for 10 reverse stock split),
with no changes to the number of authorized shares of Common Stock.
B.
Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board
on November 9, 2020 and duly approved by the Corporation’s shareholders on November 9, 2020 as required by law and the Corporation’s
Articles. The number of votes cast for the Articles of Amendment by the shareholders was sufficient for approval.
D.
Effective Time. The foregoing amendments will become effective on the later of (i) the date on which FINRA clears the corporate
actions that are the subject of these Articles of Amendment or (ii) November 30, 2020 (“Effective Time”).
IN
WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of November 9, 2020.
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Novo
Integrated Sciences, Inc.
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By:
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/s/
Robert Mattacchione
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Name:
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Robert
Mattacchione
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Title:
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Chief
Executive Officer
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Exhibit 3.2
Exhibit
3.3
ARTICLES
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
Novo
Integrated Sciences, Inc.
Novo
Integrated Sciences, Inc., a Nevada corporation (the “Corporation”), hereby amends (“Articles of Amendment”)
its articles of incorporation, as amended (“Articles”), as follows:
A.
Reverse Stock Split. Upon the Effective Time (as defined below) of these Articles of Amendment, each one (1) share of the
Corporation’s common stock, par value $0.001 per share (“Common Stock”) issued and outstanding immediately prior
to the Effective Time will be and hereby is automatically reclassified and changed (without any further act) into 1/10th
of a validly issued, fully paid and non-assessable share of Common Stock, without increasing or decreasing the par value
thereof, provided that no fractional shares shall be issued in respect of any shares of Common Stock, and that, instead of issuing
such fractional shares, any fractional shares shall be rounded up to the next higher whole share (a 1 for 10 reverse stock split),
with no changes to the number of authorized shares of Common Stock.
B.
Authority to Amend. These Articles of Amendment were adopted by the unanimous consent of the Corporation’s Board
on November 9, 2020 and duly approved by the Corporation’s shareholders on November 9, 2020 as required by law and the Corporation’s
Articles, as modified by the unanimous consent of the Corporation’s Board on November 20, 2020 pursuant to authority granted
to the Board by the shareholders of the Corporation. The number of votes cast for the Articles of Amendment by the shareholders
was sufficient for approval.
D.
Effective Time. The foregoing amendments will become effective on the later of (i) the date on which FINRA clears the corporate
actions that are the subject of these Articles of Amendment or (ii) December 10, 2020 (“Effective Time”).
IN
WITNESS WHEREOF, the undersigned has executed these Articles of Amendment as of November 20, 2020.
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Novo
Integrated Sciences, Inc.
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By:
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/s/
Robert Mattacchione
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Name:
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Robert
Mattacchione
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Title:
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Chief
Executive Officer
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