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): April 20, 2021
Novo Integrated Sciences, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-40089 | 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 | ||
| Common Stock, $0.001 par value | NVOS | The Nasdaq Stock Market LLC |
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 April 20, 2021, Thomas Bray notified Novo Integrated Sciences, Inc. (the “Company”) of his intent to resign as the Company’s Principal Financial Officer, effective immediately. On April 20, 2021, Company’s Board of Directors appointed Sterling Jimenez, Ph.D., as the Company’s Principal Financial Officer. Dr. Jimenez will also serve as the Company’s principal accounting officer.
Dr. Jimenez, age 46, also serves as the Vice-President, Finance for Novo Healthnet Limited, a wholly owned subsidiary of the Company (“NHL”). Dr. Jimenez brings over 25 years of international corporate finance and operational experience, which includes directing accounting and finance functions, corporate financial planning and analysis, risk modelling, valuation, mergers and acquisitions, cash flow management, internal and external reporting, and the ongoing evaluation and analysis of corporate financial activity.
From 2020 to 2021, Dr. Jimenez served as the Director, Finance and Operations at Acenzia Inc., a Health Canada and FDA licensed nutraceuticals and supplements manufacturer. From 2018 to late 2019, Dr. Jimenez served as the Senior Business Analyst for risk, valuation, marketing, and operations at LiveWell Foods Inc. Canada, a nutraceuticals, CBD , and food manufacturing distribution company.
From September 2012 to April 2021, Dr. Jimenez was a post-graduate professor for Université de Bordeaux teaching corporate finance, financial risk, mergers and acquisitions, and financial research. In addition, through Université de Bordeaux’s international delocalized doctoral and master’s degree program, Dr. Jimenez taught at universities worldwide. From March 2003 to February 2018, Dr. Jimenez served as a consultant at SJR Financial Consulting, a finance and operations consulting firm located in the Caribbean, providing corporate finance for large manufacturing companies, risk modelling for banks, and project investment analysis for international entities pursuing investments in the Caribbean and the Dominican Republic.
In 2012, Dr. Jimenez earned his Ph.D. in Management Sciences, Financial and Economic Risks, from the Université de Bordeaux, Bordeaux IV Montesquieu, Bordeaux, France.
From 2008 to 2020, Dr. Jimenez served as Treasurer and as a Board of Directors member for The National Capital Freenet (NCF), the first Canadian ISP and the largest non-profit ISP community organization in Canada. From 2019 to 2020, Dr. Jimenez served on the Board of Directors and as Chair of the Treasuring Committee for The Prime Ministers’ Row Museum, the first street museum project in North America.
Dr. Jimenez holds a degree in Business Administration, Corporate Finance and Accounting from Pontificia Universidad Católica Madre y Maestra, Santo Domingo, Dominican Republic.
The Company agreed to pay Dr. Jimenez an annual base salary of CAD$90,000 (approximately $72,040).
Item 7.01. Regulation FD Disclosure.
On April 22, 2021, Novo Integrated Sciences, Inc. (the “Company”) issued a press release announcing the formation of a Medical Advisory Board. The initial members of the Medical Advisory Board are Dr. Joseph M. Chalil, Dr. Michael G. Muhonen, and Dr. Zach P. Zachariah. The goal of the Medical Advisory Board is to provide the Company with important insight and expertise as the Company expands its personalized consumer engagement across all aspects of the patient/practitioner relationship through the integration of medical technology, advanced therapeutics, and rehabilitative sciences.
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 | |
| 99.1 | Press release of the registrant dated April 22, 2021. |
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: April 22, 2021 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||
Exhibit 99.1
Novo Integrated Sciences Announces Formation of Medical Advisory Board
Bellevue, Washington—(Business Wire – April 22, 2021) - Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or “Novo Integrated Sciences”), a provider of multidisciplinary primary healthcare, welcomes Dr. Joseph M. Chalil, Dr. Michael G. Muhonen, and Dr. Zach P. Zachariah as charter members to the Company’s newly-formed Medical Advisory Board. This group of world-renowned leaders within their respective medical fields provides the Company with important insight and expertise as the Company expands its personalized consumer engagement across all aspects of the patient/practitioner relationship through the integration of medical technology, advanced therapeutics, and rehabilitative sciences.
Robert Mattacchione, the Company’s CEO and Board Chairman, stated, “It is a true privilege to welcome Dr. Chalil, Dr. Muhonen, and Dr. Zachariah to the Novo family as charter members of the Medical Advisory Board. I deeply appreciate their commitment to contributing their expertise, guidance, and shared vision as the Company accelerates both its geographic expansion into the Americas and further advances its model focused on shifting the patient/practitioner relationship to the patient’s home through ongoing advancements in both medical technology and inter-connectivity. We believe that each member’s understanding of the medical communities’ needs and wants coupled with their significant insight into regulatory matters surrounding technology application and product-based solutions will be invaluable. Individually aligned to our model and collectively creating a voice of significance, Novo is secure in its corporate mandate of ensuring medical community adoption of its philosophy through the guidance of an impressive Medical Advisory Board.”
Introducing the charter members of the Novo Integrated Sciences Medical Advisory Board (in alphabetical order):
Dr. Joseph M. Chalil, MD, MBA, FACHE, Chairman of the Medical Advisory Board
Prof. Joseph M. Chalil is an author of several scientific and research papers in international publications, is the Chairman of the Complex Health Systems Advisory Board, H. Wayne Huizenga College of Business and Entrepreneurship at Nova Southeastern University in Florida, and a member of Dr. Kiran C. Patel College of Allopathic Medicine (NSU MD) Executive Leadership Council. A veteran of the U.S. Navy Medical Corps, he is board certified in healthcare management. He has been awarded a Fellowship by the American College of Healthcare Executives, an international professional society of more than 40,000 healthcare executives who lead hospitals, healthcare systems, and other healthcare organizations. Additionally, Dr. Chalil is the Chairman of the Indo-American Press Club (IAPC). He is an expert in U.S. healthcare policy and a strong advocate for patient-centered care. A strong proponent of providing healthcare access for everyone, Dr. Chalil’s new book Beyond the COVID-19 Pandemic: Envisioning a Better World by Transforming the Future of Healthcare is now on Amazon’s Best Sellers List.
Dr. Michael G. Muhonen, MD
Dr. Muhonen is a renowned neurosurgeon who practices at Children’s Hospital of Orange County. Dr. Muhonen believes in treating all patients like family members and strives to leave every medical situation better than how he encountered it. Dr. Muhonen has been recognized as one of “Best Doctors in Orange County, California, specialty of Neurological Surgery” in Orange Coast Magazine.
He grew up in Idaho, one in a family of ten children. Dr. Muhonen attended Oral Roberts University in Tulsa, Oklahoma, where he graduated in 1983, before attending medical school. He then completed a residency in neurosurgery, at the University of Iowa Hospitals in Iowa City, Iowa in 1993. In 1995, he became the director of neurosurgery at Children’s Hospital of Orange County in Orange, California. He held this position until 2020. During his tenure as chairman, the neurosurgical case volume grew from under 100 cases a year to over 800 cases annually.
Dr. Muhonen has maintained a committed interest in the science of neurological disorders. He is an Associate Clinical Professor at the University of California Irvine, College of Medicine, with ongoing research in hydrocephalus, cerebral palsy, and cerebral blood flow. Dr. Muhonen is board-certified by the American Board of Neurological Surgeons, the American Board of Pediatric Neurological Surgery, and is a Fellow of the American Academy of Pediatrics. He won the Galbraith Award 1991, for outstanding cerebrovascular research, from Congress of Neurological Surgeons/American Association of Neurological Surgeons, Joint Section Cerebrovascular Surgery. He currently oversees a hydrocephalus research lab and has led multiple clinical trials at Children’s Hospital of Orange County. Dr. Muhonen serves on the Board of the Hydrocephalus Association, and previously served on the Boards of the Hydrocephalus Foundation, and the Children’s Hospital of Orange County Foundation. He has been a medical advisor to Medtronic, Alcyone, Anuncia, Codman and Integra LifeSciences.
Dr. Zach P. Zachariah, MD
Dr. Zach Zachariah is the Medical Director of UHealth Cardiology, Fort Lauderdale and on the Clinical Faculty of the University of Miami School of Medicine. He is also the President of Fort Lauderdale Heart Institute in Fort Lauderdale, Florida. He has been practicing interventional cardiology at Holy Cross Hospital since 1976 and was its Director of Cardiovascular Services until 2010. Dr. Zachariah is board-certified in internal medicine and cardiology and specializes in cardiology, cardiac catheterization, and interventional cardiology and has performed more than 30,000 heart catheterizations and interventional procedures in Broward County, Florida. He has also co-authored several scientific papers in National Journal and participated in various clinical trials.
Currently, he serves as the Chairman of the Florida Board of Medicine, and as a member of the National Advisory Council of the National Heart, Lung and Blood Institute of the National Institutes of Health. He also serves as a member of the Board of Trustees of Nova Southeastern University, a member of its executive committee and as the Chairman of the Research and Technology Transfer Committee. He also serves as a member of the Council of 100 in Florida and as a Board member of the National Board of ExcelinED in Action. He also serves as a board member of Geo Toll Inc. He currently serves on the Scientific Advisory Committee of BioSig Technologies, Inc. (NASDAQ).
He had served on the Florida Board of Governors of the State University system in Florida from 2003 to 2010 and from 2017 to May 2019. He has also served on the member of National Advisory Council of the National Heart, Lung and Blood Institute at the National Institutes of Health from 1990 to 1993 and as a member of the U.S. delegation to the World Health Organization in Geneva, Switzerland. He also served as Chairman of the Florida Board of Medicine from 1990-1992, 2000-2001 and 2013-2014. He also served as a member of the President’s Advisory Commission on Asian Americans and Pacific Islanders appointed by President George W. Bush in 2001.
He received his medical degree from the Armed Forces Medical College in India, and then completed his residency at St. Joseph’s Hospital and Medical Center in Paterson, New Jersey. He also completed a fellowship in interventional cardiology at the Cleveland Clinic Educational Foundation in Cleveland, Ohio.
Dr. Zachariah holds numerous awards, including the Ellis Island American Legend Award, the Child Advocate of the Year Award, Father of the Year Award, Spirit of Life Award from City of Hope, the Golden Heart Award from the American Heart Association, Ellis Island Medal of Honor, Freedom Foundation Medal of Honor from the Freedom Foundation at Valley Forge, Ellis Island Medal of Honor, and Sister Innocent Hughes Award for his contribution to health and science by Holy Cross Hospital. In the past, three Florida Governors and the Cabinet have declared “Zachariah P. Zachariah Day” in Florida five times.
About Novo Integrated Sciences, Inc.
Novo Integrated Sciences, Inc. owns Canadian and U.S. subsidiaries which deliver, or intend to deliver, multidisciplinary primary health care related services and products through the integration of medical technology, advanced therapeutics and rehabilitative science. Our clinicians and practitioners are not authorized to practice primary care medicine and they are not medically licensed to prescribe pharmaceutical based product solutions.
Currently, the Company’s revenue is generated solely through our Canadian subsidiary, Novo Healthnet Limited (“NHL”). NHL’s team of multidisciplinary primary health care clinicians and practitioners provide assessment, diagnosis, treatment, pain management, rehabilitation, education and primary prevention for a wide array of orthopedic, musculoskeletal, sports injury, and neurological conditions across various demographics including pediatric, adult, and geriatric populations through NHL’s 16 corporate-owned clinics, a contracted network of affiliate clinics, and eldercare related long-term care homes, retirement homes, and community-based locations in Canada.
Our specialized multidisciplinary primary health care services include, but are not limited to, physiotherapy, chiropractic care, manual/manipulative therapy, occupational therapy, eldercare, massage therapy (including pre- and post-partum), acupuncture and functional dry needling, chiropody, stroke and traumatic brain injury/neurological rehabilitation, kinesiology, vestibular therapy, concussion management and baseline testing, trauma sensitive yoga and meditation for concussion-acquired brain injury and occupational stress-PTSD, women’s pelvic health programs, sports medicine therapy, assistive devices, dietitian, holistic nutrition, fall prevention education, sports team conditioning programs including event and game coverage, and private personal training.
We believe that “decentralizing” healthcare, through the integration of medical technology and interconnectivity offers an essential solution to the fundamental transformation of healthcare delivery. Specific to non-critical care, ongoing advancements in both medical technology and inter-connectivity are allowing for a shift of the patient/practitioner relationship to the patient’s home and away from on-site visits to primary medical centers with mass-services. This acceleration of “ease-of-access” in the patient/practitioner interaction for non-critical care diagnosis and subsequent treatment minimizes the degradation of non-critical health conditions to critical conditions as well as allowing for more cost-effective healthcare distribution.
For more information concerning Novo Integrated Sciences, please visit www.novointegrated.com. For more information on NHL, please visit www.novohealthnet.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,” “intend,” “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.
Contact:
Chris David, President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(206) 617-9797