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): December 30, 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 200, 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 | ||
| N/A | N/A | N/A |
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 a Current Report on Form 8-K filed on December 30, 2022 by Novo Integrated Sciences, Inc. (the “Company”), on December 23, 2022, the Company, SwagCheck Inc. (“SWAG”), and all SWAG shareholders (collectively, the “SWAG Shareholders”) entered into that certain Share Purchase Agreement (the “SWAG Agreement”). Pursuant to the terms of the SWAG Agreement, the Company agreed to purchase, and the SWAG Shareholders agreed to sell to the Company, 100% of the outstanding shares of SWAG in exchange for $1.00 (the “SWAG Purchase”). SWAG holds a specific right of purchase of a precious gem collection (the “Gems”) as provided for in an agreement between SWAG and a Court-appointed Successor Receiver for the United States District Court for the Central District of California (the “Receiver”).
In addition to certain customary closing conditions in the SWAG Agreement, the obligations of SWAG and the SWAG Shareholders to consummate the closing of the SWAG Purchase were subject to the satisfaction (or waiver by any of SWAG or the SWAG Shareholders), at or before the closing date, of certain conditions, including that (i) the Company will have provided SWAG with a binding letter of intent (a “LOI”) by a competent financing party for financing in the amount of at least $90 million by December 27, 2022 with a closing date no later than December 30, 2022, (ii) $60 million will be distributed directly to the Receiver for the purchase of the Gems by SWAG, and (iii) $30 million is a mark-up to be distributed for the benefit of the outgoing SWAG Shareholders.
On December 30, 2022, the Company, SWAG and the SWAG Shareholders entered into Amendment No. 1 to the SWAG Agreement (the “SWAG Amendment”). Pursuant to the terms of the SWAG Amendment, the parties agreed as follows:
| ● | The closing of the SWAG Purchase will occur no later than January 10, 2023, with all contemplated extensions being subject to the Receiver’s stipulations, conditions, and limitations. |
| ● | The condition for the Company to provide SWAG with a binding LOI has been deleted. |
| ● | A total of $92 million will be distributed as follows: (i) $60 million will be distributed to the Receiver for the purchase of the Gems by SWAG, and (ii) a $32 million mark-up will be distributed directly for the benefit of the outgoing SWAG Shareholders. |
Following the closing of SWAG Purchase, SWAG will be a wholly owned subsidiary of the Company and will own title to the Gems, which the Company intends to either collateralize or sell to raise capital.
The foregoing description of the SWAG Amendment does not purport to be complete and is qualified in its entirety by the actual SWAG Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Amendment No. 1 to Share Purchase Agreement, dated as of December 30, 2022, by and among Novo Integrated Sciences, Inc., SwagCheck Inc. and the shareholders of SwagCheck Inc. | |
| 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: January 6, 2023 | By: | /s/ Robert Mattacchione |
| Robert Mattacchione | ||
| Chief Executive Officer | ||
Exhibit 10.1
Amendment No. 1 to Share Purchase Agreement
Dated as of December 30, 2022
This Amendment No. 1 to Share Purchase Agreement, (this “Amendment”) is entered into as of the date first set forth above (the “Amendment Date”), by and among (i) Novo Integrated Sciences, Inc., a Nevada corporation (the Company”); (ii) SwagCheck Inc.., a Delaware corporation (“SWAG”); and (iii) all of the shareholders of SWAG (the “Shareholders”). Each of the Company, SWAG and the Shareholders may be referred to herein collectively as the “Parties” and separately as a “Party.”
WHEREAS, the Parties are all of the Parties to that Share Purchase Agreement, dated as of December 23, 2022 (the “Original Agreement”) and now desire to amend the Original Agreement as set forth herein;
NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived here from, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
| 1. | Defined terms used herein without definition shall have the meanings given in the Original Agreement. |
| 2. | The Original Agreement Section 2.05 is hereby amended as follows: “The closing of the Share Purchase (the “Closing”) shall occur no later than January 10, 2023 by 11:59 p.m. EST (the “Closing Date”) with all contemplated extensions being subject to the U.S. Distrcit Court Central District of California appointed Receiver’s stipulations, conditions, and limitations. Prior to the Closing Date, the Parties shall have either been satisfied with or provided their waiver (by the Party for whose benefit the conditions exist) of the conditions to Closing set forth in Article VI, at the offices of Novo Integrated Sciences Inc., at 11:59 p.m. EST, or at such other date, time or place as the Company and the SWAGSHAR may agree in writing. At the Closing: |
| (a) | SAWGSHAR shall deliver certificates representing the transfer of shares to the Sellers, in addition to the Organizational Documents of SWAG, and |
| (b) | The Company and the SWAG Parties shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the Parties and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.” |
| 1 |
| 3. | The Original Agreement Section 6.03(d) is hereby amended as follows: “A total amount of Ninety-two Million ($92,000,000.00) will be distributed as follows: (i) Sixty Million Dollars directly to the court-appointed receiver for the purchase of the OPHIR Collection by SWAG, and (ii) the Mark-up of Thirty-two Million Dollars directly for the benefit of the SWAGSHARE. The $92,000,000 is to be provided by a competent financing party. Neither the Company nor Blackie Capital nor any other person acting for the benefit of these parties shall correspond or communicate with the Receiver at any time, now or in the future. Nothing in this agreement requires Swagcheck or its representatives to contact the Receiver for any further extensions. Any transaction effectuated on behalf of the buyer is irrevocable and “as is”.” |
| 4. | The Original Agreement Section 6.03(e) is hereby deleted. |
| 5. | Other than as amended here, the Original Agreement shall remain in full force and effect. Following the Amendment Date, any reference in the Original Agreement to the “Agreement” shall be deemed a reference to the Original Agreement as amended by this Amendment. |
| 6. | This Amendment shall be governed by, enforced, and construed under and in accordance with the Laws of Florida, without giving effect to principles of conflicts of law thereunder. |
| 7. | This Amendment 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 Pages Follow]
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IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Date.
| Novo Integrated Sciences, Inc. | ||
| By: | /s/ Robert Mattacchione | |
| Name: | Robert Mattacchione | |
| Title: | Chief Executive Officer | |
| SwagCheck, Inc. | ||
| By: | /s/ Simon Levin | |
| Name: | Simon Levin | |
| Title: | Chief Executive Officer | |
| SwagCheck Inc. Shareholders: | ||
| /s/ Simon Levin | ||
| Name: | Simon Levin | |
| /s/ Robert Davidoff | ||
| Name: | Robert Davidoff | |
| /s/ Jason Olsen | ||
| Name: | Jason Olsen | |
| /s/ Sam Li | ||
| Name: | Sam Li | |
| /s/ Oliver Winterbone | ||
| Name: | Oliver Winterbone | |
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