Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
28 9월 2023 - 5:47AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. )
Filed
by the Registrant |
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Filed
by a Party other than the Registrant |
☐ |
Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
NOVO
INTEGRATED SCIENCES, INC.
(Name
of Registrant as Specified In Its Charter)
N/A
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Novo
Integrated Sciences, Inc.
11120
NE 2nd Street, Suite 200
Bellevue,
WA 98004
(206)
617-9797
Dear
Stockholders:
You
recently received proxy materials relating to several proposals to be voted on by stockholders of Novo Integrated Sciences, Inc. (the
“Company”) at the Virtual Annual Meeting of Stockholders (the “Annual Meeting”) scheduled to be held on September
29, 2023 at 1:00 p.m. Eastern Time.
The
information in this letter is intended to supplement and amend certain information included in the definitive proxy statement (the “Proxy
Statement”) relating to the Annual Meeting, which was filed with the Securities and Exchange Commission (the “SEC”)
on August 18, 2023, and the additional definitive proxy information filed from time to time with the SEC (the “Additional Proxy
Information”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Proxy Statement.
Reduced
Quorum Requirement
The
purpose of this letter is to provide new information about the quorum requirement for the Annual Meeting. On September 27, 2023, our
Board of Directors adopted resolutions to amend our bylaws to provide that the holders of one-third (33⅓%) of the stock issued
and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of our stockholders
for the transaction of business, except as otherwise provided by statute or by our articles of incorporation, as amended (the “Reduced
Quorum Requirement”), including at the Annual Meeting. Our bylaws previously provided that the holders of a majority of the voting
power of all outstanding shares of capital stock of the Company entitled to vote would constitute a quorum at all meetings of our stockholders
for the transaction of business.
We
adopted the Reduced Quorum Requirement as the vast majority of our stockholders hold their shares in “street name” in brokerage
accounts. This means brokers are responsible for voting the shares unless the underlying stockholder specifically provides instructions
to their broker, and many brokers have put in place policies of not voting such shares on “discretionary” or “routine”
matters, thus resulting in an inability of companies such as ours to achieve quorum. As a result, many of these shares remain unvoted.
Votes
Needed to Hold the Annual Meeting
As
a result of the Reduced Quorum Requirement, based on 149,184,184 shares of common stock outstanding as of August 8, 2023, the Record
Date, 49,723,089 shares of common stock must be present at the Annual Meeting, virtually or by proxy, for there to be a quorum.
Impact
on Proposals of Reduced Quorum Requirement
With
respect to Proposal 1 (election of directors), election of each director requires the affirmative vote of the majority of the votes present
in person or represented by proxy at the Annual Meeting. “Withhold” votes and broker non-votes are not considered votes cast
for the foregoing purpose, and will have no effect on the election of the director nominees. With respect to Proposal 2 (approval of
the 2023 Equity Plan), Proposal 3 (approval of the Reverse Stock Split) and Proposal 4 (ratification of auditors), adoption of each of
proposal requires the affirmative vote of the majority of the votes present and entitled to vote at the Annual Meeting (meaning the number
of shares voted “for” a proposal must exceed the number of shares voted “against” such proposal). With respect
to each of Proposals 2, 3 and 4, you may vote “for,” “against” or “abstain” from voting on each such
proposal. Abstentions will have the effect of a vote “against” the respective proposal. Because broker non-votes are not
considered present for the foregoing purpose, they will have no effect on the vote for Proposals 2, 3 and 4.
As
a result of the Reduced Quorum Requirement, fewer shares present or represented and entitled to vote will be required to constitute a
quorum at the Annual Meeting. This means that, if the number of shares present or represented at the Annual Meeting satisfies the new
quorum requirement but is less than a majority of our outstanding shares entitled to vote, the affirmative vote of fewer shares will
be required to elect directors and to approve each of Proposals 2, 3 and 4 than if the Reduced Quorum Requirement had not been approved.
Additional
Information
This
letter should be read in conjunction with the Proxy Statement which we encourage you to read carefully and in its entirety before making
a voting decision. To the extent that information in this letter differs from or updates information contained in the Proxy Statement,
the information contained herein supersedes the information contained in the Proxy Statement.
Your
vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to read the Proxy Statement, as supplemented
hereby, and submit your proxy or voting instructions as soon as possible. For instructions on how to vote your shares, please refer to
the Proxy Statement or, if your shares are held in street name, the instructions provided by your bank, broker, or nominee.
We
look forward to seeing you at the Annual Meeting.
On
behalf of your Board of Directors, we thank you for your ongoing support of, and continued interest in, the Company.
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Sincerely, |
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/s/
Robert Mattacchione |
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Robert
Mattacchione
Chairman
of the Board and Chief Executive Officer |
Dated:
September 27, 2023
Novo Integrated Sciences (NASDAQ:NVOS)
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