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): September 22, 2021
Novo
Integrated Sciences, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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001-40089
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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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Common
Stock, $0.001 par value
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NVOS
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The
Nasdaq Stock Market LLC
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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
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed in the Current Report on Form 8-K filed on June 3, 2021 by Novo Integrated Sciences, Inc. (the “Company”)
with the Securities and Exchange Commission (the “Commission”), on May 28, 2021, the Company and Novo Healthnet Limited,
a wholly owned subsidiary of the Company (“NHL”), entered into a Share Exchange Agreement (the “ACZ SEA”) by
and among the Company and NHL, on the one hand, and Acenzia Inc. (“Acenzia”), Avec8 Holdings Inc., Ambour Holdings Inc.,
Indrajit Sinha, Grant Bourdeau and Derrick Bourdeau, on the other hand (collectively, the “ACZ Shareholders”). As previously
disclosed in the Current Report on Form 8-K filed on June 29, 2021 by the Company with the Commission, on June 24, 2021, pursuant to
the terms of the ACZ SEA, the acquisition of Acenzia by NHL closed (the “Closing”). Pursuant to the terms of the ACZ SEA,
the closing purchase price could be adjusted within 90 days of the Closing pending completion of an audit and working capital requirement
provisions (the “Post-Closing Purchase Price Adjustment”).
Effective
as of September 22, 2021, the Company, NHL, Acenzia and the ACZ Shareholders entered into Amendment No. 1 (“Amendment No. 1”)
to the ACZ SEA. In addition to certain non-material changes, Amendment No. 1 extended the time during which the closing purchase price
may be adjusted from 90 to 105 days after the Closing. Except as set forth herein, the material terms of the ACZ SEA remain unchanged.
The
foregoing description of Amendment No. 1 is not complete and is qualified in its entirety by reference to the text of Amendment No. 1,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item
7.01. Regulation FD Disclosure.
On
September 23, 2021, the Company issued a press release announcing that Robert Mattacchione, Chairman and CEO of the Company, is
scheduled to present at the Benzinga Virtual Global Healthcare Small Cap Conference on September 30, 2021 at 1:15 p.m. Eastern time.
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.
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Exhibit
No.
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Description
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10.1
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Amendment No. 1 to Share Exchange Agreement entered into and effective as of September 22, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau.
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99.1
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Press release of the registrant issued on September 23, 2021.
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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:
September 23, 2021
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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
10.1
AMENDMENT
No. 1 to
SHARE
EXCHANGE AGREEMENT
THIS
AMENDMENT No. 1 to the SHARE EXCHANGE AGREEMENT (this “First Amendment”) is entered into and effective as of September
22, 2021, by and between (i) Novo Integrated Sciences, Inc., a Nevada corporation (“Parent”), (ii) Novo Healthnet
Limited, a limited company incorporated under the Laws (as defined below) of the Province of Ontario, Canada (“NHL”
or the “Buyer”), (iii) Acenzia Inc., an Ontario Canada corporation (“ACZ”), (iv) Avec8 Holdings
Inc., a Canadian Federal corporation (“Avec8”), Ambour Holdings Inc., an Ontario Canada corporation (“Ambour”),
Indrajit Sinha a Canadian resident (“IS”), Grant Bourdeau, a Canadian resident (“GB”) and Derrick
Bourdeau a Canadian resident (“DB”). Collectively, Avec8, Ambour, IS, GB and DB represent all shareholders of ACZ
(the “ACZ Shareholders”).
Each
of the Parent, NHL, ACZ and the ACZ Shareholders, may be referred to herein individually as a “Party” and collectively
as the “Parties.” The Parent and NHL collectively may be referred to herein as the “Company”. The
ACZ Shareholders and ACZ collectively may be referred to herein as the “ACZ Parties”.
WITNESSETH
WHEREAS,
the Parent, NHL, ACZ and the ACZ Shareholders are parties to that certain Share Exchange Agreement, dated as of May 28, 2021 and closed
on June 24, 2021 (the “Original Agreement”) resulting in NHL owning all of the ACZ Purchased Shares, representing
100% of the issued and outstanding shares in ACZ and the ACZ Shareholders receiving NHL Exchangeable Preferred Shares in consideration
for the Purchased Shares; and
WHEREAS,
the Parties hereto desire to amend certain terms and provisions of the Original Agreement, as set forth herein.
NOW,
THEREFORE, in consideration of the mutual agreements and covenants set forth herein and for other valuable consideration, the sufficiency
of which is hereby acknowledged, the Parties hereto agree, subject to the terms and conditions hereinafter set forth, as follows:
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1.
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Definitions.
Defined terms used herein without definition shall have the meaning given them in the Original Agreement.
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2.
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Amendments
to the Agreement.
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2.1
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Section
2.03 (b) of the Original Agreement shall be deleted in its entirety and replaced with the following:
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The
Parent shall allot in favor of the Sellers, that number of Parent Shares equal to the Adjusted Purchase Price divided by $3.91, free
and clear of all liens, pledges, encumbrances, charges, or known claims of any kind, nature, or description, of which Parent Shares
will be issued, to the ACZ Shareholders, solely upon the ACZ Shareholders meeting terms and conditions for exchange of the NHL Exchangeable
Preferred Shares.
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2.2
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Section
2.04 (a) (iii) of the Original Agreement shall be deleted in its entirety and replaced with the following:
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Within
105 days after the Closing Date, the Buyer shall prepare and deliver to the ACZ Shareholders, with the assistance of and information
provided by the ACZ Shareholders, a statement setting forth its calculations of Closing Working Capital as of the Calculation Time,
which statement shall contain an unaudited balance sheet of ACZ as of the Closing Date (without giving effect to the transactions
contemplated herein) (the “Final Closing Balance Sheet”) and a certificate of an officer of the Buyer that the
Final Closing Balance Sheet was prepared in accordance with GAAP applied using the same accounting methods, practices, principles,
policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies that were used in
the preparation of the Financial Statements as if such Final Closing Balance Sheet was being prepared and audited as of a financial
year end. The costs and expenses with respect to the preparation, review, and submission of the Final Closing Balance Sheet shall
be borne by ACZ.
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3.
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Effect
of Amendments to the Original Agreement.
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3.1
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Ratification.
Except as expressly modified by this Amendment No. 1, all terms of the Original Agreement shall remain in full force and effect and
are hereby ratified and confirmed in their entirety.
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3.2
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No
Waivers. The execution, delivery and performance of this Amendment No. 1 will not, except as expressly provided herein, constitute
a waiver of any provision of, or operate as a waiver of any right, power or remedy of the parties under, the Original Agreement or
any other document relating to the Original Agreement.
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3.3
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References.
On and after the effective date hereof, each reference in the Original Agreement to “this Original Agreement,” “Agreement,”
“hereunder,” “hereof,” “herein” or words of like import referring to the Original Agreement,
and each reference in any other document relating to the “Agreement,” “Original Agreement,” “thereunder,”
“thereof,” or words of like import referring to the Agreement, means and references the Agreement as amended hereby.
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4.1
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Counterparts.
This Amendment No. 1may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together
shall be but a single instrument. The execution and delivery of a facsimile or other electronic transmission of a signature to this
Amendment shall constitute delivery of an executed original and shall be binding upon the person whose signature appears on the transmitted
copy.
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4.2
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Governing
Law. This Amendment No. 1 shall be governed by, enforced, and construed under and in accordance with the Laws of the Province of
Ontario, without giving effect to the principles of conflicts of law thereunder. Each of the Parties (a) irrevocably consents and
agrees that any legal or equitable action or proceedings arising under or in connection with this Agreement shall be brought exclusively
in the province or federal courts of Canada with jurisdiction in Ontario. By execution and delivery of this Amendment No. 1, each
Party hereto irrevocably submits to and accepts, with respect to any such action or proceeding, generally and unconditionally, the
jurisdiction of the aforesaid courts, and irrevocably waives any and all rights such Party may now or hereafter have to object to
such jurisdiction.
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4.3
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The
headings contained in this Amendment No. 1 are intended solely for convenience and shall not affect the rights of the Parties.
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[Signatures
Appear on Following Page]
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first-above written.
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Novo
Integrated Sciences, Inc.
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By:
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/s/
Robert Mattacchione
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Robert
Mattacchione, CEO
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Novo
Healthnet Limited
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By:
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/s/
Robert Mattacchione
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Robert
Mattacchione, Chairman
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Acenzia
Inc.
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By:
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/s/
Grant Bourdeau
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Grant
Bourdeau
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Co-President/Co-Founder
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Ambour
Holdings Inc.
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By:
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/s/
Grant Bourdeau
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Grant
Bourdeau, CEO/President
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Address:
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Email:
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Phone:
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Avec8
Holdings Inc.
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By:
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/s/
Indrajit Sinha
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Indrajit
Sinha, CEO/President
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Address:
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Email:
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Phone:
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[Signatures
Continue on Following Page]
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Indrajit
Sinha, an Individual Canadian Citizen
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By:
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/s/
Indrajit Sinha
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Indrajit Sinha
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Address:
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Email:
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Phone:
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Grant
Bourdeau, an Individual Canadian Citizen
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By:
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/s/
Grant Bourdeau
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Grant Bourdeau
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Address:
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Email:
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Phone:
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Derrick
Bourdeau, an Individual Canadian Citizen
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By:
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/s/
Derrick Bourdeau
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Derrick
Bourdeau
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Address:
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Email:
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Phone:
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[End
of Signature Pages]
Exhibit 99.1
Novo Integrated Sciences to
Present at the Benzinga Virtual Global Healthcare Small Cap Conference on September 30th
BELLEVUE, Wash., September
23, 2021 - Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or “Novo”), a pioneer with holistic
approach to patient-first health and wellness through a multidisciplinary healthcare ecosystem of services and product innovation, today
announced that Robert Mattacchione, Chairman and CEO, is scheduled to present at the Benzinga Virtual Global Healthcare Small Cap Conference.
Benzinga Virtual Global Healthcare Small Cap
Conference
Thursday, September 30th at 1:15 p.m.
ET
Registration: https://www.benzinga.com/events/small-cap/healthcare/
The Novo management team will
be available for one-on-one meetings for the duration of the conference. To schedule a meeting or for more information on the conference,
please contact your Benzinga representative, or Chris David, COO-President, at chris.david@novointegrated.com.
About Novo Integrated
Sciences, Inc.
Novo Integrated Sciences, Inc.
is pioneering a holistic approach to patient-first health and wellness through a multidisciplinary healthcare ecosystem of services and
product innovation. Novo offers an essential and differentiated solution to deliver, or intend to deliver, these services and products
through the integration of medical technology, advanced therapeutics, and rehabilitative science.
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.
Novo’s decentralized healthcare
business model is centered on three primary pillars to best support the transformation of non-catastrophic healthcare delivery to patients
and consumers. The first pillar is building a foundation of traditional hands-on healthcare delivery, through small and micro footprint
sized clinic facilities, within a significant service delivery network. The second pillar is the development, integration, and deployment
of sophisticated technology, through interconnectivity, which expands the reach of healthcare related service, beyond the traditional
clinic location, to geographic areas not readily providing advanced healthcare service to date, including the patient’s home. The
third pillar is the development and distribution of effective wellness product solutions allowing for the customization of patient preventative
care remedies and ultimately a healthier population. Additionally, Novo’s science first approach to product innovation further emphasizes
Novo’s mandate to create and provide over-the-counter preventative and maintenance care solutions. Innovation in science as represented
by proprietary technology assures Novo of continued cutting edge advancement in patient first platforms.
For more information concerning
Novo Integrated Sciences, please visit www.novointegrated.com . For more information on NHL, please visit www.novohealthnet.com
Twitter: https://twitter.com/novointegrated
LinkedIn: https://www.linkedin.com/company/60376520/admin/
Facebook: https://www.facebook.com/novointegrated/
Instagram: https://www.instagram.com/novointegrated/
YouTube: https://www.youtube.com/channel/UCy3wpEIfQwwaf0BZ-34OKwQ
Chris David, COO-President
Novo Integrated Sciences, Inc.
chris.david@novointegrated.com
(888)
512-1195