NVOS Novo Integrated Sciences Inc

 

 

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): June 3, 2024

 

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
Common Stock		NVOS		Nasdaq Capital Market

 

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 reported, Novo Integrated Sciences, Inc. (the “Company”) entered into a securities purchase agreement, dated April 26, 2023, with RC Consulting Consortium Group LLC (“RC”) in favor of SCP Tourbillion Monaco or registered assigns (the “Holder”), pursuant to which the Company issued an unsecured 15-year promissory note to the Holder (the “Note”) with a maturity date of April 26, 2038, in the principal sum of $70,000,000, which amount represents the $57,000,000 purchase price plus a yield (non-compounding) of 1.52% (zero coupon) per annum from the issue date.

 

On June 3, 2024, the Company and RC entered into an amendment (the “Amendment”) to the Note. Pursuant to the terms of the Amendment, at any time after 12 months and no later than 60 months from the commencement of the term and prior to an event of default, if the Company’s listed common stock closes over $15 per share for a period of five consecutive trading days, the Company may (upon its sole discretion), prepay up to 50% of the outstanding RC Note in restricted shares of the Company’s common stock, as prescribed under Rule 144, at a value equal to 15% greater than the average closing price of the Company’s common stock over the five consecutive days above $15 per share. In the event the Company elects to prepay any outstanding amount in restricted stock, upon the removal of the restriction, RC (or its designates) will be limited to selling no more than one-sixth the amount of shares available from the lifting of the Rule 144 restriction over a single 30-day period.

 

Except as set forth in the Amendment, all other provisions and conditions of the Note remain in full force and effect, including the Company’s right, on 15 days’ prior written notice, to prepay the Note at any time prior to an event of default.

 

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 7.01. Regulation FD Disclosure.

 

On June 3, 2024, the Company issued a press release announcing entry into the Amendment. A copy of the 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		Amendment, dated June 3, 2024, by RC Consulting Consortium Group LLC in favor of SCP Tourbillion Monaco and the registrant.
99.1		Press release issued by the registrant on June 3, 2024.
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: June 3, 2024	By:	/s/ Robert Mattacchione
		Robert Mattacchione
		Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT

 

This Amendment (the “Amendment”) to the Promissory Note, dated April 26, 2023 (the “RC Note”), between RC Consulting Consortium Group LLC (“RC”) in favor of SCP Tourbillion Monaco and Novo Integrated Sciences Inc. (the “Company”) is made this 3rd day of June, 2024.

 

WHEREAS, it is in the best interest of all parties to facilitate this Amendment in connection with the RC Note.

 

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements set forth herein and in reliance upon the representations and warranties contained herein, the parties hereto covenant and agree as follows:

 

1.	Amendment to the RC Note.

 

a.

The RC Note is hereby amended to DELETE in its entirety, Article I, Section 3 and contemporaneously herby amend to INSERT the following Article I, Section 3:

 

ARTICLE I. RANKING AND CERTAIN COVENANTS

 

3. Prepayment. At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on fifteen (15) calendar days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be fifteen (15) calendar days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 3, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date.

 

If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 3.

 

At any time after 12 months and no later than sixty (60) months from the commencement of the term and prior to an Event of default, if the Company’s publicly listed common stock close over $15 per share for a period of five (5) consecutive trading days, the Company may (upon its sole discretion), prepay up to 50% of the outstanding RC Note in restricted shares of the Company’s common stock, as prescribed under Rule 144, at a value equal to 15% greater than the average closing price of the Company’s common stock over the five (5) consecutive days above $15 per share.

 

In the event the Company elects to prepay any outstanding amount in restricted stock, upon the removal of the restriction RC (or its designates) will be limited to selling no more than one sixth the amount of shares available from the lifting of the Rule 144 restriction over a single 30-day period.

 

2.

No other terms, rights or provisions of the RC Note and related Transaction Documents are or should be considered to have been modified by the terms of this Amendment and each party retains all other rights, obligations, privileges and duties contained in the Transaction Documents and any other documents mutually agreed upon thereafter.

 

Signature Page Follows

 

 

Agreed, Accepted, and duly Authorized to sign, on this 3^rd day of June, 2024.

 

NOVO INTEGRATED SCIENCES, INC.
By:	/s/ Robert Mattacchione		6/3/2024
Name:	Robert Mattacchione		Date
Title:	CEO

 

RC CONSULTING LLC
By:	/s/ Roland Coston		6/3/2024
Name:	Roland Coston		Date
Title:	Member, Authorized Signer

 

End of Signature Page

 

 

 

Exhibit 99.1

 

 

Novo Integrated Sciences and RC Consulting Consortium Group Amend $70,000,000 Promissory Note

 

BELLEVUE, Wash., June 3, 2024 – Novo Integrated Sciences, Inc. (NASDAQ: NVOS) (the “Company” or “Novo”) announced today the Company and RC Consulting Consortium Group LLC, in favor of SCP Tourbillion Monaco (“RC”), have amended the prepayment terms and conditions of the previously disclosed $70,000,000 promissory note, dated April 26, 2023 (the “RC Note”) to provide that, at any time after 12 months and no later than 60 months from the commencement of the term of the RC Note and prior to an event of default, if the Company’s listed common stock closes over $15 per share for a period of five consecutive trading days, the Company may prepay up to 50% of the outstanding RC Note in restricted shares, at a value equal to 15% greater than the average closing price of the Company’s common stock.

 

In addition, in the event the Company elects to prepay any outstanding amount in restricted shares of the Company’s common stock, upon the removal of the restriction RC (or its designates) will be limited to selling no more than one-sixth of the amount of shares available from the lifting of the Rule 144 restriction over a single 30-day period.

 

Except as set forth in the Amendment, all other provisions and conditions of the Note remain in full force and effect, including the Company’s right, on 15 days’ prior written notice, to prepay the Note at any time prior to an event of default.

 

Robert Mattacchione, the Company’s CEO and Board Chairman, stated, “The opportunity to equitize up to 50% of the debt represented by the RC Note at a significant premium further reinforces the significance of this funding potential to the Company. It is clear that RC believes strongly in the Company’s growth objectives, as well as in the Company as a long-term investment opportunity. The exclusive nature of the conversion right held by the Company preserves the non-dilutive benefit of the RC Note present from the onset. This amendment leaves the Company in a strategically advantageous position, both short and long term, post closing of the RC Note transaction.”

 

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, Section 21E of the Securities Exchange Act of 1934, as amended, or the Private Securities Litigation Reform Act of 1995. 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

 

 

v3.24.1.1.u2

Cover	Jun. 03, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 03, 2024
Entity File Number	001-40089
Entity Registrant Name	Novo Integrated Sciences, Inc.
Entity Central Index Key	0001138978
Entity Tax Identification Number	59-3691650
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	11120 NE 2nd Street
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
City Area Code	(206)
Local Phone Number	617-9797
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NVOS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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