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)

 

Nevada   333-109118   59-3691650
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

11120 NE 2nd Street, Suite 100, Bellevue, WA 98004

(Address of principal executive offices)

 

(206) 617-9797

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.)

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CF$ 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on which Registered
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 5.03. 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.

 

Exhibit No.   Description
     
3.1   Certificate of Amendment filed by the registrant with the Nevada Secretary of State on November 9, 2020.
3.2   Termination of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 2020.
3.3   Certificate of Amendment filed by the registrant with the Nevada Secretary of State on November 23, 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: November 30, 2020 By: /s/ Robert Mattacchione
    Robert Mattacchione
    Chief Executive Officer

 

 

 

 

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.

 

  Novo Integrated Sciences, Inc.
   
  By: /s/ Robert Mattacchione
  Name: Robert Mattacchione
  Title: Chief Executive Officer

 

 

 

 

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.

 

  Novo Integrated Sciences, Inc.
   
  By: /s/ Robert Mattacchione
  Name: Robert Mattacchione
  Title: Chief Executive Officer