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): October 7, 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
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”). As previously disclosed in the Current Report on Form 8-K filed
with the Commission on September 23, 2021, effective as of September 22, 2021, the parties 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.
Effective
as of October 7, 2021, the Company, NHL, Acenzia and the ACZ Shareholders entered into Amendment No. 2 (“Amendment No. 2”)
to the ACZ SEA. In addition to certain non-material changes, Amendment No. 2 extended the time during which the closing purchase price
may be adjusted from 105 to 120 days after the Closing. Except as set forth herein, the material terms of the ACZ SEA, as amended, remain
unchanged.
The
foregoing description of Amendment No. 2 is not complete and is qualified in its entirety by reference to the text of Amendment No. 2,
a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On October 14, 2021, the Company issued a
press release announcing that Novo Healthnet Limited, a wholly owned subsidiary of the Company, and EK-Tech Solutions Inc. (“EK-Tech”)
have established a joint venture company, MiTelemed+ Inc., to operate, support, and expand access and functionality of EK-Tech’s
enhanced proprietary Telehealth platform.
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
|
|
Amendment No. 2 to Share Exchange Agreement entered into and effective as of October 7, 2021, by and between the registrant, Novo Healthnet Limited, Acenzia Inc., Avec8 Holdings Inc., Ambour Holdings Inc., Indrajit Sinha, Grant Bourdeau, and Derrick Bourdeau.
|
|
99.1
|
|
Press release issued by the registrant on October 14, 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:
October 14, 2021
|
By:
|
/s/
Robert Mattacchione
|
|
|
|
Robert
Mattacchione
|
|
|
|
Chief
Executive Officer
|
Exhibit
10.1
AMENDMENT
No. 2 to
SHARE
EXCHANGE AGREEMENT
Dated:
October 7, 2021
THIS
AMENDMENT No. 2 to the SHARE EXCHANGE AGREEMENT (“Amendment No. 2”) is entered into and effective as of October
7, 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,
on September 22, 2021, the Parties entered into an Amendment No. 1 (“Amendment No. 1”) amending certain terms and
provisions of the Original Agreement, and
WHEREAS,
the Parties hereto desire to amend certain terms and provisions of Amendment No. 1, 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:
|
|
1.
|
Definitions.
Defined terms used herein without definition shall
have the meaning given them in the Original Agreement.
|
|
|
2.
|
Amendments
to the Original Agreement and Amendment No. 1.
|
|
|
2.1
|
Section 2.04 (a) (iii) of the Original Agreement and Section
2.2 of Amendment No. 1 shall be deleted in its entirety and replaced with the following:
|
Within
120 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.
|
|
3.
|
Effect
of Amendment No. 2 to the Original Agreement and Amendment No. 1.
|
|
|
3.1
|
Ratification.
Except as expressly modified by this Amendment No. 2, all terms of the Original Agreement
and Amendment No. 1 shall remain in full force and effect and are hereby ratified and confirmed
in their entirety.
|
|
|
3.2
|
No
Waivers. The execution, delivery and performance of this Amendment No. 2 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.
|
|
|
3.3
|
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.
|
|
|
4.1
|
Counterparts.
This Amendment No. 2 may 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.
|
|
|
4.2
|
Governing
Law. This Amendment No. 2 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. 2, 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.
|
|
|
4.3
|
The
headings contained in this Amendment No. 2 are intended solely for convenience and shall
not affect the rights of the Parties.
|
[Signatures
Appear on Following Page]
IN
WITNESS WHEREOF, the Parties have executed this Amendment No. 2 as of the date first-above written.
|
|
Novo
Integrated Sciences, Inc.
|
|
|
|
|
|
|
By:
|
/s/
Robert Mattacchione
|
|
|
|
Robert
Mattacchione, CEO
|
|
|
|
|
|
|
Novo
Healthnet Limited
|
|
|
|
|
|
|
By:
|
/s/
Robert Mattacchione
|
|
|
|
Robert
Mattacchione, Chairman
|
|
|
|
|
|
|
Acenzia
Inc.
|
|
|
|
|
|
|
By:
|
/s/
Grant Bourdeau
|
|
|
|
Grant
Bourdeau, Co-President/Co-Founder
|
|
|
|
|
|
|
Ambour
Holdings Inc.
|
|
|
|
|
|
|
By:
|
/s/
Grant Bourdeau
|
|
|
|
Grant
Bourdeau, CEO/President
|
|
|
|
|
|
|
Avec8
Holdings Inc.
|
|
|
|
|
|
|
By:
|
/s/
Indrajit Sinha
|
|
|
|
Indrajit
Sinha, CEO/President
|
[Signatures
Continue on Following Page]
|
|
Indrajit
Sinha, an Individual Canadian Citizen
|
|
|
|
|
|
|
By:
|
/s/
Indrajit Sinha
|
|
|
|
Indrajit
Sinha
|
|
|
|
|
|
|
Grant
Bourdeau, an Individual Canadian Citizen
|
|
|
|
|
|
|
By:
|
/s/
Grant Bourdeau
|
|
|
|
Grant
Bourdeau
|
|
|
|
|
|
|
Derrick
Bourdeau, an Individual Canadian Citizen
|
|
|
|
|
|
|
By:
|
/s/
Derrick Bourdeau
|
|
|
|
Derrick
Bourdeau
|
[End
of Signature Pages]
Exhibit 99.1
Novo
Integrated Sciences’ subsidiary, Novo Healthnet Limited, and EK-Tech Solutions Announce Joint Venture for Enhanced Telehealth Platform
BELLEVUE,
Wash., October 14, 2021 - Novo Integrated Sciences, Inc. (NASDAQ:NVOS) (the “Company” or “Novo”), pioneering
a holistic approach to patient-first health and wellness through a multidisciplinary healthcare ecosystem of services and product innovation,
announced today its wholly owned subsidiary, Novo Healthnet Limited (“NHL”), and EK-Tech Solutions Inc. (“EK-Tech”)
have established a joint venture company, MiTelemed+ Inc., to operate, support, and expand access and functionality of EK-Tech’s
enhanced proprietary Telehealth platform (“iTelemed”).
MiTelemed+,
through the iTelemed platform, allows Novo to offer the patient and the practitioner a sophisticated and enhanced telehealth interaction.
Through the interface of sophisticated peripheral based diagnostic tools operated by skilled support workers in the patient’s remote
location, the practitioner’s ability and comfort to provide a uniquely comprehensive evaluation, diagnosis, and treatment solution
is dramatically elevated.
Robert
Mattacchione, Novo’s Chairman and CEO, stated, “The pandemic has taught both patients and healthcare providers the viability,
importance, and benefits of telemedicine technology for non-catastrophic primary care. To date, telehealth technology usage is one dimensional
and limiting in comfort for practitioners to provide in-depth diagnosis and treatment solutions. Through our JV with EK-Tech, MiTelemed+
offers the next generation of telehealth technology capability. Beyond the patient’s laptop or desktop, the iTelemed platform
will interface with Novo’s mobile application, NovoConnect, to provide patients and practitioners with an additional platform to
administer patients remotely and creating virtual visits that are intended to be as real and as effective as a physical visit.”
EK-Tech
is contributing all intellectual property, source code, and core data of the iTelemed platform. Additionally, MiTelemed+ is contracted
with EK-Tech to operate, maintain, support, provide software hosting, and for further development of iTelemed’s capabilities. NHL
is responsible for global commercialization as well as fulfilling all administrative functions for the JV. The net profits and net losses
of the JV will be split 50/50 between NHL and EK-Tech.
Telemedicine
is transforming traditional approaches to healthcare by providing ease of access and reduced costs for patients, particularly in areas
with limited access to both clinicians and medically licensed providers. In a post-pandemic global environment, telemedicine through
virtual technology is rapidly being adopted by clinicians, medical licensed providers, and the patient.
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
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’s 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’s control
which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking
statement reflects Novo’s 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 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, COO-President
Novo
Integrated Sciences, Inc.
chris.david@novointegrated.com
(888)
512-1195