Novo Integrated Sciences, Inc. (Form: 8-K, Received: 10/14/2022 08:30:57)

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 13, 2022

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.

CVI Investments, Inc. Waiver and Amendment

On October 13, 2022, Novo Integrated Sciences, Inc. (the “Company”) entered into a Waiver and Amendment (the “CVI Waiver and Amendment”) with CVI Investments, Inc. (“CVI”). Pursuant to the terms of the CVI Waiver and Amendment, (i) the Company obtained a limited waiver from CVI with respect to certain provisions of a Warrant to Purchase Common Stock, dated as of December 14, 2021, issued by the Company to CVI (the “CVI Warrant”); (ii) the Company and CVI amended certain provisions of the CVI Warrant; (iii) the Company obtained a limited waiver from CVI with respect to certain provisions of a Senior Secured Convertible Note, dated as of December 14, 2021, issued by the Company to CVI (the “CVI Note”); and (iv) the Company and CVI amended certain provisions of the CVI Note, all as more fully described below and as set forth in the CVI Warrant and the CVI Note, as applicable.

Pursuant to the terms of the CVI Waiver and Amendment, the Company obtained a limited waiver from CVI with respect to the provisions of the CVI Warrant that would have reduced the exercise price of the CVI Warrant upon the closing of the sale of the Company’s common stock by the Company (the “Offering”) to be conducted as set forth in and pursuant to the prospectus contained in the Registration Statement on Form S-1 (File No. 333-267401) filed by the Company on September 13, 2022, as amended on October 4, 2022 and October 7, 2022. In addition, the Company and CVI agreed to amend the CVI Warrant to provide that the exercise price of the CVI Warrant shall be the price at which the Company’s common stock is offered for sale in the Offering.

Also pursuant to the terms of the CVI Waiver and Amendment, the Company obtained a limited waiver from CVI with respect to the provisions of the CVI Note that would have reduced the conversion price of the CVI Note upon the closing of the Offering. CVI also agreed to extend the date on which the Amortization Redemption Amount (as defined in the CVI Note) may be paid from October 14, 2022 to October 19, 2022. In addition, the Company and CVI agreed to amend the CVI Note to provide that the conversion price set forth in the CVI Note shall be the price at which the Company’s common stock is being offered for sale in the Offering.

Hudson Bay Master Fund Ltd. Waiver and Amendment

Also on October 13, 2022, the Company entered into a Waiver and Amendment (the “Hudson Bay Waiver and Amendment”) with Hudson Bay Master Fund Ltd. (“Hudson Bay”). Pursuant to the terms of the Hudson Bay Waiver and Amendment, (i) the Company obtained a limited waiver from Hudson Bay with respect to certain provisions of a Warrant to Purchase Common Stock, dated as of December 14, 2021, issued by the Company to Hudson Bay (the “Hudson Bay Warrant”); (ii) the Company and Hudson Bay amended certain provisions of the Hudson Bay Warrant; (iii) the Company obtained a limited waiver from Hudson Bay with respect to certain provisions of a Senior Secured Convertible Note, dated as of December 14, 2021, issued by the Company to Hudson Bay (the “Hudson Bay Note”); and (iv) the Company and Hudson Bay amended certain provisions of the Hudson Bay Note, all as more fully described below and as set forth in the Hudson Bay Warrant and the Hudson Bay Note, as applicable.

Pursuant to the terms of the Hudson Bay Waiver and Amendment, the Company obtained a limited waiver from Hudson Bay with respect to the provisions of the Hudson Bay Warrant that would have reduced the exercise price of the Hudson Bay Warrant upon the closing of the Offering. In addition, the Company and Hudson Bay agreed to amend the Hudson Bay Warrant to provide that the exercise price of the Hudson Bay Warrant shall be the price at which the Company’s common stock is offered for sale in the Offering.

Also pursuant to the terms of the Hudson Bay Waiver and Amendment, the Company obtained a limited waiver from Hudson Bay with respect to the provisions of the Hudson Bay Note that would have reduced the conversion price of the Hudson Bay Note upon the closing of the Offering. Hudson Bay also agreed to extend the date on which the Amortization Redemption Amount (as defined in the Hudson Bay Note) may be paid from October 14, 2022 to October 19, 2022. In addition, the Company and Hudson Bay agreed to amend the Hudson Bay Note to provide that the conversion price set forth in the Hudson Bay Note shall be the price at which the Company’s common stock is being offered for sale in the Offering.

The foregoing summary of the CVI Waiver and Amendment and the Hudson Bay Waiver and Amendment is qualified in its entirety by reference to the full text of the CVI Waiver and Amendment and the Hudson Bay Waiver and Amendment, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On October 13, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of the foregoing press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The information included in this Item 7.01, 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 that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Waiver and Amendment, dated as of October 13, 2022, by and between the registrant and CVI Investments, Inc.
10.2		Waiver and Amendment, dated as of October 13, 2022, by and between the registrant and Hudson Bay Master Fund Ltd.
99.1		Press release issued by the registrant on October 13, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, 2022	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer

Exhibit 10.1

Waiver and Amendment

Dated as of October 13, 2022

[CVI Investments, Inc.]

This Waiver and Amendment (this “Waiver”), dated as of the date first set forth above (the “Waiver Date”), is entered into by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and CVI Investments, Inc. (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder is the holder of that certain Warrant to Purchase Common Stock, dated as of December 14, 2021, issued by the Company to the Holder (the “Warrant”), and the Holder now desires to waive certain provisions of the Warrant, and the Parties desire to amend certain provisions of the Warrant, and such provisions may be so waived or amended pursuant to the provisions of Section 11 of the Warrant; and

WHEREAS, the Holder is the holder of that certain Senior Secured Convertible Note, dated as of December 14, 2021, issued by the Company to the Holder (the “Note”), and the Holder now desires to waive certain provisions of the Note, and the Parties desire to amend certain provisions of the Note, and such provisions may be so waived or amended pursuant to the provisions of Section 17 and Section 23 of the Note; and

WHEREAS, the Holder and certain other persons or entities who are executing substantially similar waivers on or about the Waiver Date constitute the “Required Holders” as defined in the Note;

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

	1.	Waiver and Amendment Pursuant to Warrant. Holder hereby waives application of the provisions of Section 2(b) and Section 2(d) of Warrant with respect to the sale of Common Stock (as defined in the Warrant) by the Company (the “Offering”) to be conducted as set forth in and pursuant to the prospectus (the “Prospectus”) contained in the Registration Statement on Form S-1, File No. 333-267401 filed by the Company on September 13, 2022, as amended on October 4, 2022 and October 7, 2022, and the Parties hereby agree that, notwithstanding anything to the contrary in the Warrant, the “Exercise Price” (as defined in the Warrant) as of the Effective Time shall be the price at which the Common Stock is offered for sale in the Offering, as set forth on the cover page of the final Prospectus.

	2.	Waiver and Amendment Pursuant to Note.

(a)

Holder hereby waives application of the provisions of Section 7(a) and Section 7(c) of Note with respect to the sale by the Company of Common Stock (as defined in the Note) in the Offering, and the Parties hereby agree that, notwithstanding anything to the contrary in the Note, the “Conversion Price” (as defined in the Note) as of the Effective Time shall be the price at which the Common Stock is being offered for sale in the Offering, as set forth on the cover page of the final Prospectus.

(b)

Holder hereby waives compliance by the Company with the requirements in the Note, as set forth in Section 1 and Section 8 of the Note, that the Company make the payment of the Amortization Redemption Amount (as defined in the Note) on October 14, 2022, and agrees that such payment may be made on or before October 19, 2022.

	3.	Other than as expressly amended or waived herein, the Note and the Warrant shall each remain in full force and effect and all amendments and waivers included herein shall apply solely with respect to the Offering. Except as expressly set forth in this Waiver, this Waiver shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Holder under the Warrant, the Note or any other transaction documents entered into in respect thereof (collectively, the “Existing Transaction Documents”), or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Existing Transaction Documents, all of which shall continue in full force and effect. Nothing in this Waiver shall be construed to imply any willingness on the part of the Holder to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of any of the Existing Transaction Documents.

	4.	On or before 9:00 a.m. ET on October 14, 2022 (the “Disclosure Time”), the Company shall disclose in a Current Report on Form 8-K all of the material terms of the transactions contemplated hereby (the “Cleansing Release”). From and after dissemination of the Cleansing Release, the Company shall have disclosed all material, non-public information (if any) provided to the Holder by the Company or any of its subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. To the extent that the Company delivers any material, non-public information to the Holder from and after the Cleansing Release without the Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon and after the Cleansing Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

	5.	The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any person (including, for the avoidance of doubt, any other Required Holder) with respect to any consent, release, amendment, settlement or waiver relating to the terms, conditions and transactions contemplated hereby (each a “Settlement Document”), is or will be more favorable to such person than those of the Holder and this Waiver. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of this Waiver shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Waiver shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this Section 5 shall apply similarly and equally to each Settlement Document.

	6.	This Waiver shall become effective (the “Effective Time”) upon the execution and delivery of this Waiver (and/or consents in the form of this Waiver (each, an “Other Consent”)) by the Company and the Required Holders.

	7.	The obligations of the Holder under this Waiver are several and not joint with the obligations of any other person, including any Required Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any such other person under any Other Consent or other similar document. Nothing contained herein or in any Other Consent or other similar document, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and any other person, including any Required Holder, as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and any such other person are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Consent or similar document, and the Company acknowledges that, to the best of its knowledge, the Holder is not acting in concert or as a group with any other party or parties, with respect to such obligations or the transactions contemplated by this Waiver, or any Other Consent or other similar document. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Waiver, and it shall not be necessary for any other party to be joined as an additional party in any proceeding for such purpose.

	8.	This Waiver shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Waiver shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions).

	9.	This Waiver is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other party.

	10.	This Waiver 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. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed as of the Waiver Date.

	Novo Integrated Sciences, Inc.

	By:	/s/ Robert Mattacchione
	Name:	Robert Mattacchione
	Title:	Chief Executive Officer

	CVI Investments, Inc.

	By:	Heights Capital Management, Inc., its authorized agent

	By:	/s/ Martin Kobinger
	Name:	Martin Kobinger
	Title:	President

Exhibit 10.2

Waiver and Amendment

Dated as of October 13, 2022

[Hudson Bay Master Fund Ltd.]

This Waiver and Amendment (this “Waiver”), dated as of the date first set forth above (the “Waiver Date”), is entered into by and between Novo Integrated Sciences, Inc., a Nevada corporation (the “Company”) and Hudson Bay Master Fund Ltd. (the “Holder”). The Company and Holder may be referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Holder and certain other persons or entities who are executing substantially similar waivers on or about the Waiver Date constitute the “Required Holders” as defined in the Note;

Waiver and Amendment Pursuant to Warrant. Holder hereby waives application of the provisions of Section 2(b) and Section 2(d) of Warrant with respect to the sale of Common Stock (as defined in the Warrant) by the Company (the “Offering”) to be conducted as set forth in and pursuant to the prospectus (the “Prospectus”) contained in the Registration Statement on Form S-1, File No. 333-267401 filed by the Company on September 13, 2022, as amended on October 4, 2022 and October 7, 2022, and the Parties hereby agree that, notwithstanding anything to the contrary in the Warrant, the “Exercise Price” (as defined in the Warrant) as of the Effective Time shall be the price at which the Common Stock is offered for sale in the Offering, as set forth on the cover page of the final Prospectus.

Waiver and Amendment Pursuant to Note.

(a)

(b)

Other than as expressly amended or waived herein, the Note and the Warrant shall each remain in full force and effect and all amendments and waivers included herein shall apply solely with respect to the Offering. Except as expressly set forth in this Waiver, this Waiver shall not, by implication or otherwise, limit, impair, constitute a waiver of or otherwise affect any rights or remedies of the Holder under the Warrant, the Note or any other transaction documents entered into in respect thereof (collectively, the “Existing Transaction Documents”), or alter, modify, amend or in any way affect any of the terms, obligations or covenants contained in the Existing Transaction Documents, all of which shall continue in full force and effect. Nothing in this Waiver shall be construed to imply any willingness on the part of the Holder to agree to or grant any similar or future amendment, consent or waiver of any of the terms and conditions of any of the Existing Transaction Documents.

On or before 9:00 a.m. ET on October 14, 2022 (the “Disclosure Time”), the Company shall disclose in a Current Report on Form 8-K all of the material terms of the transactions contemplated hereby (the “Cleansing Release”). From and after dissemination of the Cleansing Release, the Company shall have disclosed all material, non-public information (if any) provided to the Holder by the Company or any of its subsidiaries or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby. To the extent that the Company delivers any material, non-public information to the Holder from and after the Cleansing Release without the Holder’s express prior written consent, the Company hereby covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent with respect to, or a duty to the to the Company, any of its subsidiaries or any of their respective officers, directors, employees, affiliates or agent or not to trade on the basis of, such material, non-public information. The Company shall not disclose the name of the Holder in any filing, announcement, release or otherwise, unless such disclosure is required by law or regulation. In addition, effective upon and after the Cleansing Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company, any of its subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and the Holder or any of its affiliates, on the other hand, shall terminate and be of no further force or effect. The Company understands and confirms that the Holder will rely on the foregoing representations in effecting transactions in securities of the Company.

The Company hereby represents and warrants as of the date hereof and covenants and agrees from and after the date hereof that none of the terms offered to any person (including, for the avoidance of doubt, any other Required Holder) with respect to any consent, release, amendment, settlement or waiver relating to the terms, conditions and transactions contemplated hereby (each a “Settlement Document”), is or will be more favorable to such person than those of the Holder and this Waiver. If, and whenever on or after the date hereof, the Company enters into a Settlement Document, then (i) the Company shall provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of this Waiver shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions (as the case may be) set forth in such Settlement Document, provided that upon written notice to the Company at any time the Holder may elect not to accept the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Waiver shall apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never occurred with respect to the Holder. The provisions of this Section 5 shall apply similarly and equally to each Settlement Document.

This Waiver shall become effective (the “Effective Time”) upon the execution and delivery of this Waiver (and/or consents in the form of this Waiver (each, an “Other Consent”)) by the Company and the Required Holders.

The obligations of the Holder under this Waiver are several and not joint with the obligations of any other person, including any Required Holder, and the Holder shall not be responsible in any way for the performance of the obligations of any such other person under any Other Consent or other similar document. Nothing contained herein or in any Other Consent or other similar document, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and any other person, including any Required Holder, as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and any such other person are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Waiver or any Other Consent or similar document, and the Company acknowledges that, to the best of its knowledge, the Holder is not acting in concert or as a group with any other party or parties, with respect to such obligations or the transactions contemplated by this Waiver, or any Other Consent or other similar document. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. The Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Waiver, and it shall not be necessary for any other party to be joined as an additional party in any proceeding for such purpose.

This Waiver shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Waiver shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions).

This Waiver is intended for the benefit of the Parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other party.

10.

This Waiver 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. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Waiver to be duly executed as of the Waiver Date.

	Novo Integrated Sciences, Inc.

	By:
	Name:	Robert Mattacchione
	Title:	Chief Executive Officer

	Hudson Bay Master Fund Ltd.

	By:
	Name:	Richard Allison
	Title:	Authorized Signatory (Hudson Bay Capital Management LP, not individually, but solely as Investment Advisor to Hudson Bay Master Fund Ltd.)

Exhibit 99.1

Novo Integrated Sciences, Inc. Announces Pricing of $2.0 Million Public Offering

BELLEVUE, Wash., October 13, 2022—(BUSINESS WIRE)—Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”), today announced the pricing of its public offering of an aggregate of 4,000,000 units at a public offering price of $0.50 per unit. Each unit consists of (i) one share of common stock (or one pre-funded warrant in lieu thereof), (ii) one warrant to purchase one share of common stock, immediately exercisable at a price of $0.50 per share and expiring five years from the date of issuance, and (iii) one warrant to purchase one share of common stock, immediately exercisable at a price of $0.50 per share and expiring three years from the date of issuance, which will immediately separate upon issuance. The closing of the offering is expected to occur on or about October 18, 2022, subject to the satisfaction of customary closing conditions. The gross proceeds from the offering, before deducting the placement agent’s fees and other offering expenses, are expected to be approximately $2.0 million. The Company intends to use the net proceeds of the offering for the repayment of debt and general corporate purposes, including for potential future strategic acquisitions.

Maxim Group LLC is acting as the exclusive placement agent for the offering.

Anthony L.G., PLLC is acting as legal counsel to Novo Integrated Sciences, Inc. and Harter Secrest & Emery LLP is acting as legal counsel to Maxim Group LLC.

The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. (333-267401), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 13, 2022. The offering is being made only by means of a prospectus which is a part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Copies of the final prospectus relating to this offering, when available, will be filed with the SEC and may be obtained from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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 multiple patient and consumer touchpoints for 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, diagnostic and therapeutic solutions, and rehabilitative science.

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 “intend,” “expect,” “anticipate,” “could,” “may,” “should,” “will,” 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 SEC. 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 the risk that the offering will not be consummated; the exercise of the warrants to be issued in the offering; the impact of general economic, health, industrial or political conditions in the United States or internationally; and other risks and uncertainties identified in Novo’s disclosure documents filed with the SEC. 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.

Contact:

Chris David, COO & President

Novo Integrated Sciences, Inc.

chris.david@novointegrated.com
(888) 512-1195