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 22, 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 by the Company 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.
As previously disclosed in the Current Report on Form 8-K filed with the Commission by the Company on October 14, 2021, effective as of October 7, 2021, the parties 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.
On October 22, 2021, the parties entered into Amendment No. 3 (“Amendment No. 3”) to the ACZ SEA. Amendment No. 3 had the effect of (i) setting the adjusted purchase price at a value of $14,162,795, and (ii) providing for the issuance of that number of NHL Exchangeable Shares (as defined in the ACZ SEA) exchangeable into 3,622,199 restricted shares of Company common stock allotted for the ACZ Shareholders as provided for in the ACZ SEA. Except as set forth herein, the material terms of the ACZ SEA, as amended, remain unchanged.
The foregoing description of Amendment No. 3 is not complete and is qualified in its entirety by reference to the text of Amendment No. 3, a copy of which is attached hereto as Exhibit 10.1 and 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.
| Novo Integrated Sciences, Inc. | ||
| Dated: October 28, 2021 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT No. 3 to
SHARE EXCHANGE AGREEMENT
Dated: October 22, 2021
THIS AMENDMENT No. 3 to the SHARE EXCHANGE AGREEMENT (“Amendment No. 3”) is entered into and effective as of October 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, 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, on October 7, 2021, the Parties entered into an Amendment No. 2 (“Amendment No. 2”) amending certain terms and provisions of the Original Agreement and Amendment No. 1, 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:
| 1. | Definitions. Defined terms used herein without definition shall have the meaning given them in the Original Agreement. |
| 2. | Amendments to the Original Agreement. |
| 2.1 | Certain of the Recitals related to the ACZ shareholdings of Indrajit Sinha (“IS”) and Grant Bourdeau (“GB”), both Canadian residents, are deleted and replaced with: |
| WHEREAS, IS holds 100 Class 3 common shares, 3,000 Class 2 common shares and 2,991,740 Class A special shares in ACZ (the “IS Shares”); and | |
| WHEREAS, GB holds 100 Class 1 common shares, 3,000 Class 2 common shares, 2,522,532 Class A special shares, 617,208 Class B special shares (the “GB Shares”); and |
| 2.2 | Exhibit A of the Original Agreement is deleted and replaced with the attached Exhibit A, Amendment No. 3 (dated 10/22/21). |
| 3. | Effect of Amendment No. 3 to the Original Agreement, Amendment No. 1, and Amendment No. 2 |
| 3.1 | Ratification. Except as expressly modified by this Amendment No. 3, all terms of the Original Agreement, Amendment No. 1, and Amendment No. 2 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. 3 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, Amendment No. 1, or Amendment No. 2, or any other document relating to the Original Agreement, Amendment No. 1, or Amendment No. 2. | |
| 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. | Miscellaneous. |
| 4.1 | Counterparts. This Amendment No. 3 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 No. 3 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. 3 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 Amendment No. 3 shall be brought exclusively, as provided for in the Original Agreement, in the province or federal courts of Canada with jurisdiction in Ontario. By execution and delivery of this Amendment No. 3, 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. 3 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/ Indraji Sinha | ||
| Indrajit Sinha, CEO/President | |||
| 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 | |||
EXHIBIT A
Amendment No. 3 (dated 10/22/21)
ACZ Shareholder’s Percent Ownership,
NHL Exchangeable Preferred Shares Issued and
Novo Integrated Sciences, Inc. Allotted Common Stock Ledger
As provided for in the Original Agreement and Amendment No. 2, within 120 days from Closing of the Original Agreement, based on Closing Working Capital Adjustment and the audited Final Closing Balance Sheet the Post Closing Adjustment provides for the Adjusted Purchase Price of $14,162,795.
| ACZ Shareholder | Class 1 Common | Class 2 Common | Class 3 Common | Class A Special | Class B Special | Class C Special | Class D Special | % of ACZ Owned (Percent) | NHL Exchangeable Preferred shares to be Issued (100 Total) | Novo Integrated Sciences Restricted Common Shares Allotted for Exchange 1 | ||||||||||||||||||||||||||||||
| Ambour Holdings Inc. | 625,000 | 3.50 | % | 3.5 | 126,777 | |||||||||||||||||||||||||||||||||||
| Avec8 Holdings Inc. | 773,000 | 4.33 | % | 4.33 | 156,841 | |||||||||||||||||||||||||||||||||||
| Indrajit Sinha | 3,000 | 100 | 2,991,740 | 39.67 | % | 39.67 | 1,436,926 | |||||||||||||||||||||||||||||||||
| Grant Bourdeau | 100 | 3,000 | 2,522,532 | 617,208 | 40.50 | % | 40.5 | 1,466,991 | ||||||||||||||||||||||||||||||||
| Derrick Bourdeau | 800 | 525,000 | 561,777 | 12.00 | % | 12 | 434,664 | |||||||||||||||||||||||||||||||||
| TOTALS | 100 | 6,800 | 100 | 6,039,272 | 1,178,985 | 625,000 | 773,000 | 100.00 | % | 100 | 3,622,199 | |||||||||||||||||||||||||||||
Note 1: Based on the Adjusted Purchase Price of $14,162,795 divided by $3.91/share = 3,622,199 total NVOS restricted share allotment.
| Initials: | RM | RM | GB | GB | GB | IS | IS | DB | ||||||||
| RM, NVOS | RM, NHL | GB, ACZ | GB, Ambour | GB, Ind | IS, Avec8 | IS, Ind | DB, Ind |
| Exhibit A |