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
multiple patient and consumer touchpoints for services and product
innovation, today reported its financial results for the first
fiscal quarter ended November 30, 2023.
Robert Mattacchione, Novo’s CEO and Board Chairman, stated, “The
Company remains committed to the commercialization of its
proprietary product offerings and the expansion and delivery of its
essential services and solutions for how non-catastrophic
healthcare is delivered both now and in the future. During the
fiscal year 2024 first quarter period, the Company continued to
work with certain prospective financial partners to close
previously announced non-traditional financing opportunities for
the Company’s business capital needs, including (i) an unsecured,
non-dilutive 15-year debt instrument, with a principal sum of
$70,000,000, which provides for net proceeds to the Company of
approximately $52,000,000, after fees; (ii) the acquisition and
monetization of the Ophir collection, a certain collection of 43
gemstones, 42 of which are certified by the Gemological Institute
of America (the “Ophir Collection”); and (iii) a collateral
transfer agreement of a One Billion Dollar gold-backed bond for the
purpose and general use of monetization by Novo for a period of up
to 15 years. In today’s environment of tight capital markets and
expensive capital raises, these pending transactions would allow
the Company access to the foundational capital and repayment terms
necessary to support and accelerate the further implementation and
growth of Novo’s three-pillar business model.”
Financial Highlights for the three month period ended
November 30, 2023:
- Cash and cash equivalents were $1,640,007, total assets were
$37,244,384, total liabilities were $13,960,336, and stockholders’
equity was $23,284,048.
- Revenues were $3,891,218, representing an increase of $471,938,
or 14%, from $3,419,280 for the same period in 2022. The increase
in revenue was principally due to an increase in product sales.
Acenzia’s and Terragenx’s revenue for the three months ended
November 30, 2023 were $1,683,850 and $16,971, respectively.
Revenue from our healthcare services increased by 1.2% when
comparing the revenue for the same period in 2022.
- Operating costs were $5,261,655, representing an increase of
$1,280,162, or 32%, from $3,981,493 for the same period in 2022.
The increase in operating costs was principally due to common stock
issuance for services and cashless warrant exercise.
- Net loss attributed to the Company was $4,680,343, representing
an increase of $744,930, or 19%, from $3,935,413 for the same
period in 2022. The increase in net loss was principally due to the
increase in operating expenses.
- On September 12, 2023, the Company issued a $3,500,000
promissory note (12% per annum interest rate) with a purchase price
of $3,150,000 and completed the related Securities Purchase
Agreement with Mast Hill Fund, L.P. (“Mast Hill”). No warrants or
shares were issued under the terms and conditions of this
transaction with Mast Hill.
- On September 18, 2023, the Company issued a $277,778 promissory
note (12% per annum interest rate) with a purchase price of
$250,000 and completed the related Securities Purchase Agreement
with FirstFire Global Opportunities Fund, LLC (“FirstFire”). No
warrants or shares were issued under the terms and conditions of
this transaction with FirstFire.
- On September 21, 2023, the total principal and interest of
$577,521 owed on the $573,000 FirstFire promissory note, dated
March 21, 2023, was converted to 519,845 restricted shares of the
Company’s common stock and paid in full.
Corporate and Operational Highlights for the three month
period ended November 30, 2023:
- On November 6, 2023, the Company effectuated a 1-for-10 reverse
stock split (the “Reverse Stock Split”). The Company’s common stock
began trading on the Nasdaq Capital Market on a Reverse Stock
Split-adjusted basis on November 7, 2023.
- On November 21, 2023, the Company entered into a Purchase and
Sale Agreement (“Ophir Agreement”) between the Company and Blake
Alsbrook, solely in his capacity as Court-appointed successor
receiver (the “Successor Receiver”) in Ocean Thermal Energy
Corporation v. C. Robert Coe II, et al., United States District
Court for the Central District of California (the “Court”) Case No.
2:19-cv-04299 VAP (JPRx). Pursuant to the terms of the Ophir
Agreement, the Company agreed to purchase, and the Successor
Receiver agreed to sell to the Company, the Ophir Collection,
subject to the contingencies outlined in the Ophir Agreement,
including Court approval, which was received on December 1, 2023.
All parties involved in this Ophir Agreement continue to work
toward closing the transactions contemplated by the Ophir
Agreement. Upon closing of the acquisition of the Ophir Collection,
the Company intends to monetize the Ophir Collection.
- On November 22, 2023, the Company received notice from The
Nasdaq Stock Market, LLC (“Nasdaq”) informing the Company that it
had regained compliance with the minimum bid price requirement as
set forth under Nasdaq Listing Rule 5550(a)(2) for continued
listing on the Nasdaq Capital Market.
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, is an
essential solution to the rapidly evolving fundamental
transformation of how non-catastrophic healthcare is delivered both
now and in the future. 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.
The Company’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:
- First Pillar: Service Networks. Deliver multidisciplinary
primary care services through (i) an affiliate network of clinic
facilities, (ii) small and micro footprint sized clinic facilities
primarily located within the footprint of box-store commercial
enterprises, (iii) clinic facilities operated through a franchise
relationship with the Company, and (iv) corporate operated clinic
facilities.
- Second Pillar: Technology. Develop, deploy, and integrate
sophisticated interconnected technology, interfacing the patient to
the healthcare practitioner thus expanding the reach and
availability of the Company’s services, beyond the traditional
clinic location, to geographic areas not readily providing
advanced, peripheral based healthcare services, including the
patient’s home.
- Third Pillar: Products. Develop and distribute effective,
personalized health and wellness product solutions allowing for the
customization of patient preventative care remedies and ultimately
a healthier population. The Company’s science-first approach to
product innovation further emphasizes our mandate to create and
provide over-the-counter preventative and maintenance care
solutions.
Innovation through science combined with the integration of
sophisticated, secure technology assures Novo Integrated Sciences
of continued cutting-edge advancement in patient-first
platforms.
For more information concerning Novo Integrated Sciences, please
visit www.novointegrated.com.
Twitter, LinkedIn, Facebook, Instagram, YouTube
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.
NOVO INTEGRATED SCIENCES,
INC.
CONDENSED CONSOLIDATED BALANCE
SHEETS
As of November 30, 2023
(unaudited) and August 31, 2023
November 30,
August 31,
2023
2023
ASSETS
Current Assets:
Cash and cash equivalents
$
1,640,007
$
416,323
Accounts receivable, net
2,636,174
1,467,028
Inventory, net
1,270,835
1,106,983
Other receivables
1,047,742
1,051,584
Prepaid expenses and other current
assets
213,812
346,171
Total current assets
6,808,570
4,388,089
Property and equipment, net
5,306,613
5,390,038
Intangible assets, net
15,704,218
16,218,539
Right-of-use assets, net
1,870,204
1,983,898
Goodwill
7,554,779
7,582,483
TOTAL ASSETS
$
37,244,384
$
35,563,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable
$
3,403,634
$
3,513,842
Accrued expenses
1,300,549
1,233,549
Accrued interest (including amounts to
related parties)
480,719
382,666
Government loans and notes payable,
current portion
93,488
277,405
Convertible notes payable, net of discount
of $3,118,819
1,103,959
558,668
Derivative liability
2,686,260
-
Contingent liability
52,749
61,767
Debentures, related parties
913,474
916,824
Due to related parties
458,266
533,001
Finance lease liability
8,907
11,744
Operating lease liability, current
portion
413,506
415,392
Total current liabilities
10,915,511
7,904,858
Government loans and notes payable, net of
current portion
63,777
65,038
Operating lease liability, net of current
portion
1,585,667
1,693,577
Deferred tax liability
1,395,381
1,400,499
TOTAL LIABILITIES
13,960,336
11,063,972
Commitments and contingencies
-
-
STOCKHOLDERS’ EQUITY
Novo Integrated Sciences, Inc.
Convertible preferred stock; $0.001 par
value; 1,000,000 shares authorized; 0 and 0 shares issued and
outstanding at November 30, 2023 and August 31, 2023,
respectively
-
-
Common stock; $0.001 par value;
499,000,000 shares authorized; 17,291,192 and 15,759,325 shares
issued and outstanding at November 30, 2023 and August 31, 2023,
respectively
17,292
15,760
Additional paid-in capital
95,481,354
90,973,316
Common stock to be issued (17,375 and
91,138 shares at November 30, 2023 and August 31, 2023)
44,443
1,217,293
Other comprehensive loss
(246,488
)
(357,383
)
Accumulated deficit
(71,713,384
)
(67,033,041
)
Total Novo Integrated Sciences, Inc.
stockholders’ equity
23,583,217
24,815,945
Noncontrolling interest
(299,169
)
(316,870
)
Total stockholders’ equity
23,284,048
24,499,075
TOTAL LIABILITIES AND STOCKHOLDERS’
EQUITY
$
37,244,384
$
35,563,047
* The condensed consolidated
balance sheets’ common stock amounts have been retroactively
adjusted to account for the Company’s 1:10 reverse stock split,
effective November 7, 2023.
The accompanying footnotes are an
integral part of these unaudited condensed consolidated financial
statements.
NOVO INTEGRATED SCIENCES,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
For the Three Months Ended
November 30, 2023 and 2022 (unaudited)
Three Months Ended
November 30,
November 30,
2023
2022
Revenues
$
3,891,218
$
3,419,280
Cost of revenues
1,947,200
1,679,747
Gross profit
1,944,018
1,739,533
Operating expenses:
Selling expenses
9,586
7,332
General and administrative expenses
5,252,069
3,974,161
Total operating expenses
5,261,655
3,981,493
Loss from operations
(3,317,637
)
(2,241,960
)
Non-operating income (expense)
Interest income
2,219
2,281
Interest expense
(143,374
)
(167,243
)
Other expense
(652,174
)
-
Change in fair value of derivative
liability
585,529
-
Amortization of debt discount
(1,075,928
)
(1,490,513
)
Foreign currency transaction losses
(59,358
)
(39,301
)
Total non-operating expense
(1,343,086
)
(1,694,776
)
Loss before income taxes
(4,660,723
)
(3,936,736
)
Income tax expense
-
-
Net loss
$
(4,660,723
)
$
(3,936,736
)
Net income (loss) attributed to
noncontrolling interest
19,620
(1,323
)
Net loss attributed to Novo Integrated
Sciences, Inc.
$
(4,680,343
)
$
(3,935,413
)
Comprehensive loss:
Net loss
(4,660,723
)
(3,936,736
)
Foreign currency translation gain
(loss)
108,976
(420,982
)
Comprehensive loss:
$
(4,551,747
)
$
(4,357,718
)
Weighted average common shares outstanding
- basic and diluted
16,726,308
3,385,508
Net loss per common share - basic and
diluted
$
(0.28
)
$
(1.16
)
* The condensed consolidated
statements of operations and comprehensive loss’s share and per
share amounts have been retroactively adjusted to account for the
Company’s 1:10 reverse stock split, effective November 7, 2023.
The accompanying footnotes are an
integral part of these unaudited condensed consolidated financial
statements.
NOVO INTEGRATED SCIENCES,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
For the Three Months Ended
November 30, 2023 and 2022 (unaudited)
Common Stock
Additional
Paid-in
Common
Stock To
Other
Comprehensive
Accumulated
Total Novo
Stockholders’
Noncontrolling
Total
Shares
Amount
Capital
Be Issued
(Loss) Income
Deficit
Equity
Interest
Equity
Balance, August 31, 2023
15,759,325
$
15,760
$
90,973,316
$
1,217,293
$
(357,383
)
$
(67,033,041
)
$
24,815,945
$
(316,870
)
$
24,499,075
Cashless exercise of warrants
245,802
246
1,323,152
-
-
-
1,323,398
-
1,323,398
Exercise of warrants for cash
240,400
240
240,160
-
-
-
240,400
-
240,400
Share issuance for convertible debt
settlement
519,845
520
577,002
-
-
-
577,522
-
577,522
Issuance of common stock to be issued
73,767
74
1,172,776
(1,172,850
)
-
-
-
-
-
Common stock issued for services
424,080
424
1,194,976
-
-
-
1,195,400
-
1,195,400
Rounding due to stock split
27,973
28
(28
)
-
-
-
-
-
-
Foreign currency translation gain
-
-
-
-
110,895
-
110,895
(1,919
)
108,976
Net (loss) income
-
-
-
-
-
(4,680,343
)
(4,680,343
)
19,620
(4,660,723
)
Balance, November 30, 2023
17,291,192
$
17,292
$
95,481,354
$
44,443
$
(246,488
)
$
(71,713,384
)
$
23,583,217
$
(299,169
)
$
23,284,048
Balance, August 31, 2022
3,118,063
$
3,118
$
66,084,887
$
9,474,807
$
560,836
$
(53,818,489
)
$
22,305,159
$
(257,588
)
$
22,047,571
Units issued for cash, net of offering
costs
400,000
400
1,794,600
-
-
-
1,795,000
-
1,795,000
Issuance of common stock to be issued
3,623
4
92,362
(92,366
)
-
-
-
-
-
Cashless exercise of warrants
467,399
467
1,138,583
-
-
-
1,139,050
-
1,139,050
Fair value of stock options
-
-
60,887
-
-
-
60,887
-
60,887
Foreign currency translation loss
-
-
-
-
(417,008
)
-
(417,008
)
(3,974
)
(420,982
)
Net loss
-
-
-
-
-
(3,935,413
)
(3,935,413
)
(1,323
)
(3,936,736
)
Balance, November 30, 2022
3,989,085
$
3,989
$
69,171,319
$
9,382,441
$
143,828
$
(57,753,902
)
$
20,947,675
$
(262,885
)
$
20,684,790
* The condensed consolidated
statements of stockholders’ equity share amounts have been
retroactively adjusted to account for the Company’s 1:10 reverse
stock split, effective November 7, 2023.
The accompanying footnotes are an
integral part of these unaudited condensed consolidated financial
statements.
NOVO INTEGRATED SCIENCES,
INC.
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the Three Months Ended
November 30, 2023 and 2022 (unaudited)
Three Months Ended
November 30,
November 30,
2023
2022
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss
$
(4,660,723
)
$
(3,936,736
)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization
572,404
586,166
Fair value of vested stock options
-
60,887
Financing costs for debt extension
1,323,398
1,139,050
Common stock issued for services
1,195,400
-
Operating lease expense
149,877
209,846
Amortization of debt discount
1,075,928
1,490,513
Foreign currency transaction losses
59,358
39,301
Change in fair value of derivative
liability
(585,529
)
-
Changes in operating assets and
liabilities:
Accounts receivable
(1,168,350
)
28,174
Inventory
(166,476
)
(157,118
)
Prepaid expenses and other current
assets
130,584
1,471
Accounts payable
(98,996
)
321,961
Accrued expenses
71,214
149,945
Accrued interest
99,430
(9,232
)
Operating lease liability
(149,877
)
(202,465
)
Net cash used in operating activities
(2,152,358
)
(278,237
)
CASH FLOWS FROM FINANCING
ACTIVITIES:
Repayments to related parties
(72,402
)
(48,480
)
Repayments of notes payable
(183,100
)
-
Repayments of finance leases
(2,779
)
(2,763
)
Proceeds from issuance of convertible
notes
3,314,153
-
Repayment of convertible notes
-
(2,777,778
)
Proceeds from the sale of units, net of
offering costs
-
1,795,000
Proceeds from exercise of warrants
240,400
-
Net cash provided by (used in) financing
activities
3,296,272
(1,034,021
)
Effect of exchange rate changes on cash
and cash equivalents
79,770
12,271
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS
1,223,684
(1,299,987
)
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD
416,323
2,178,687
CASH AND CASH EQUIVALENTS, END OF
PERIOD
$
1,640,007
$
878,700
CASH PAID FOR:
Interest
$
45,321
$
186,911
Income taxes
$
-
$
-
SUPPLEMENTAL NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Debt discount recognized on derivative
liability
$
3,071,653
$
1,390,380
Common stock issued for convertible debt
settlement
$
577,522
$
-
Debt discount recognized on convertible
note
$
3,735,414
$
-
The accompanying footnotes are an
integral part of these unaudited condensed consolidated financial
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240122216090/en/
Chris David, COO-President Novo Integrated Sciences, Inc.
chris.david@novointegrated.com (888) 512-1195
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